Correspondence 0001493152-25-003266 from RedCloud Holdings plc (RCT)
RedCloud Holdings plc
Date: Jan. 22, 2025 · CIK: 0002027360 · Accession: 0001493152-25-003266
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283012
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Attention: Jenna Hough and Mara Ransom Re: RedCloud Holdings plc Amendment No. 1 to Registration Statement on Form F-1 Filed January 13, 2024 File No. 333-283012
Dear Ms. Mara and Ms. Ransom:
RedCloud Holdings plc (the “Company,” “we,” “our” or “us”) hereby submits its response to the comment letter received from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 21, 2025, regarding the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) submitted to the Commission on January 13, 2024. Changes to such Registration Statement have been incorporated into a Registration Statement, which is being submitted concurrently with the submission of this response letter.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response.
Amendment No. 1 to Registration Statement on Form F-1
Recent Developments
vs 2024 Comparison, page 7
1. Please remove your statement that readers should not place undue reliance on your preliminary estimates, as investors should be able to rely on the information presented.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page [7] of the Registration Statement to remove the statement that readers should not place undue reliance on your preliminary estimates, as investors should be able to rely on the information presented.
Dilution, page 38
2. Please disclose your calculation of pro forma net tangible book value per ordinary share.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page [38] of the Registration Statement to disclose its calculation of pro forma net tangible book value per ordinary share.
Index to Financial Statements, page F-1
3. Please update your audited financial statements to include the fiscal year ended December 31, 2024 or provide as an exhibit the relevant representation as allowed under Item 2 within Instructions to Item 8.A.4 of Form 20-F.
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has provided as Exhibit 99.7 to the Registration Statement the relevant representation as allowed under Item 2 within Instructions to Item 8.A.4 of Form 20-F.
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Justin Grossman, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Sincerely,
By:
/s/
Justin Floyd
Show Raw Text
CORRESP
1
filename1.htm
RedCloud
Holdings plc
50
Liverpool Street
London,
EC2M 7PY
United
Kingdom
VIA
EDGAR
January
22, 2025
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Jenna Hough and Mara Ransom
Re:
RedCloud
Holdings plc
Amendment
No. 1 to Registration Statement on Form F-1
Filed
January 13, 2024
File
No. 333-283012
Dear
Ms. Mara and Ms. Ransom:
RedCloud
Holdings plc (the “Company,” “we,” “our” or “us”) hereby
submits its response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated January 21, 2025, regarding the Company’s
Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) submitted to the Commission on
January 13, 2024. Changes to such Registration Statement have been incorporated into a Registration Statement, which is being submitted
concurrently with the submission of this response letter.
For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s
response.
Amendment
No. 1 to Registration Statement on Form F-1
Recent
Developments
2023
vs 2024 Comparison, page 7
1.
Please
remove your statement that readers should not place undue reliance on your preliminary estimates, as investors should be able to
rely on the information presented.
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page [7] of
the Registration Statement to remove the statement that readers should not place undue reliance on your preliminary estimates, as investors
should be able to rely on the information presented.
Dilution,
page 38
2.
Please
disclose your calculation of pro forma net tangible book value per ordinary share.
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page [38]
of the Registration Statement to disclose its calculation of pro forma net tangible book value per ordinary share.
Index
to Financial Statements, page F-1
3.
Please
update your audited financial statements to include the fiscal year ended December 31, 2024 or provide as an exhibit the relevant
representation as allowed under Item 2 within Instructions to Item 8.A.4 of Form 20-F.
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has provided as Exhibit 99.7 to the Registration
Statement the relevant representation as allowed under Item 2 within Instructions to Item 8.A.4 of Form 20-F.
We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Justin Grossman, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Sincerely,
By:
/s/
Justin Floyd
Name:
Justin
Floyd
Title:
Chief
Executive Officer
cc:
Justin
Grossman, Esq.