SEC Comment Letter 0000000000-25-002080 to RedCloud Holdings plc (RCT)
RedCloud Holdings plc
Date: Feb. 21, 2025 · CIK: 0002027360 · Accession: 0000000000-25-002080
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283012
Letter
February 21, 2025 Justin Floyd Chief Executive Officer RedCloud Holdings plc 50 Liverpool Street London, EC2M 7PY United Kingdom Re:RedCloud Holdings plc Amendment No. 4 to Registration Statement on Form F-1 Filed February 18, 2025 File No. 333-283012 Dear Justin Floyd: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 21, 2025 letter. Amendment No. 4 to Registration Statement on Form F-1 Capitalization, page 37 1.You state that $41,514,458 and $14,945,342 in debt were converted in the table that presents your capitalization on a pro forma basis. Please provide a reconciliation of these amounts to the total debt balance that existed as of June 30, 2024. To the extent the difference is attributable to interests or amortization of debt discount, tell us how such difference is reflected in the pro forma accumulated deficit. Principal Shareholders, page 82 Revise your disclosure to clarify the number of shares issuable to each shareholder who is a party to the Amended and Restated Loan Capitalization Agreement, as the 2.
February 21, 2025 Page 2 quantified amounts in the table do not appear to take this issuance into account even though the introductory paragraph and related footnotes acknowledge otherwise. Also, revise to state that certain of your officers and directors have provided indications of interest to purchase in this offering, identify those potential investors and quantify the indication of interest. 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
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February 21, 2025
Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom
Re:RedCloud Holdings plc
Amendment No. 4 to Registration Statement on Form F-1
Filed February 18, 2025
File No. 333-283012
Dear Justin Floyd:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 21, 2025 letter.
Amendment No. 4 to Registration Statement on Form F-1
Capitalization, page 37
1.You state that $41,514,458 and $14,945,342 in debt were converted in the table that
presents your capitalization on a pro forma basis. Please provide a reconciliation of
these amounts to the total debt balance that existed as of June 30, 2024. To the extent
the difference is attributable to interests or amortization of debt discount, tell us how
such difference is reflected in the pro forma accumulated deficit.
Principal Shareholders, page 82
Revise your disclosure to clarify the number of shares issuable to each shareholder
who is a party to the Amended and Restated Loan Capitalization Agreement, as the 2.
February 21, 2025
Page 2
quantified amounts in the table do not appear to take this issuance into account even
though the introductory paragraph and related footnotes acknowledge otherwise. Also,
revise to state that certain of your officers and directors have provided indications of
interest to purchase in this offering, identify those potential investors and quantify the
indication of interest.
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