SecProbe.io

September 27, 2024
Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom
Re:RedCloud Holdings plc
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 13, 2024
CIK No. 0002027360
Dear Justin Floyd:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 30, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
If we fail to manage and expand our relationships with brands, distributors and retailers, our
business..., page 19
We note your revisions pursuant to comment 12 and reissue in part. Please revise this risk
factor to quantify, if possible, your ability to retain your customers and if you have been
able to attract new customers. To the extent that the loss of any particular customer(s)
would have a material impact on your results of operations, please disclose the
customer(s) and discuss your dependence on this customer(s), if any. Refer to Item 3.D. of
Form 20-F.1.

September 27, 2024
Page 2

Use of Proceeds, page 35
2.We note your revised disclosure that a portion of the proceeds from this offering will be
used to discharge related party loans. Please revise to describe the interest rate and
maturity of such related party loans and, for related party loans incurred within the past
year, the uses to which the proceeds of such loans were put. Refer to Item 3.C.4. of Form
20-F.
RedCloud Platform, page 49
3.We note your revised disclosure pursuant to comment 19 and reissue in part. Please revise
to disclose how long the model has been utilized.
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Marketing and Commissions Costs, page F-15
4.Please revise the disclosure provided in response to prior comment 25 to clarify the timing
of recognition and how you measure the expense and liability of your point of check-out
voucher program.
            Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Justin Grossman