SecProbe.io

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 August
13, 2025

 VIA
EDGAR

 Alyssa
Wall

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade and Services

 100
F Street, N.E.

 Washington,
D.C. 20549-4561

 Attention:

 Re:
 RedCloud
 Holdings plc

 Registration
 Statement on Form F-1

 Initially
 filed July 17, 2025, as amended

 File
 No. 333-288747

 Dear
Ms. Wall:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, RedCloud Holdings plc hereby requests acceleration of effectiveness of the
above referenced Registration Statement on Form F-1 so that it will become effective at 4:30 p.m., Eastern Time, on Friday, August 15,
2025 (the " Effective Time "), or as soon as thereafter practicable.

 Very
 truly yours,

 /s/
 Justin Floyd

 Justin
 Floyd

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Justin Floyd
Chief Executive Officer and Director
RedCloud Holdings plc
50 Liverpool Street, London
EC2M 7PY, United Kingdom

 Re: RedCloud Holdings plc
 Registration Statement on Form F-1
 Filed July 17, 2025
 File No. 333-288747
Dear Justin Floyd:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Justin Grossman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 United
Kingdom

 March
19, 2025

 VIA
EDGAR

 Jenna
Hough

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 RedCloud
 Holdings plc

 Registration
 Statement on Form F-1, as amended

 Filed
 November 06, 2024

 File
 No. 333-283012

 Dear
Mr. Hough:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, RedCloud Holdings plc hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5 p.m. ET on Thursday, March 20, 2025, or as soon as thereafter
practicable.

 Very
 truly yours,

 /s/
 Justin Floyd

 Justin
 Floyd

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 United
Kingdom

 March
19, 2025

 VIA
EDGAR

 Jenna
Hough

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 RedCloud Holdings plc

 Registration Statement
 on Form F-1, as amended

 Filed
 November 06, 2024

 File No. 333-283012

 Dear
Mr. Hough:

 On
March 18, 2025, RedCloud Holdings plc requested acceleration of the effective date of the above referenced Registration Statement so
that it would become effective at 5:00 p.m. ET on Wednesday, March 19, 2025 or as soon as thereafter practicable. We hereby withdraw
our request for acceleration of effectiveness.

 Very truly yours,

 /s/ Justin
 Floyd

 Justin Floyd

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Roth
Capital Partners, LLC

 888
San Clemente Drive

 Newport
Beach, CA 92660

 Clear
Street LLC

 4
World Trade Center

 150
Greenwich St., Floor 45

 New
York, NY 10007

 As
representatives of the prospective underwriters

 VIA
EDGAR

 March
19, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attention :

 Ms.
 Jenna Hough

 Re:
 RedCloud
 Holdings plc (the " Company ")

 Registration
 Statement on Form F-1, as amended (Registration No. 333-283012)

 Ladies
and Gentlemen:

 We
hereby join the Company's request for acceleration of the above-referenced Registration Statements, requesting effectiveness for
5:00 p.m., Eastern Time on March 20, 2025, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that
between February 27, 2025 and the date hereof, approximately 400 copies of the preliminary prospectus of the Company dated February 27,
2025 were distributed to prospective underwriters, dealers, institutional investors and others.

 We
have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 [ Signature
page follows ]

 Very
 truly yours,

 As
 representatives of the prospective underwriters

 ROTH
 CAPITAL PARTNERS, LLC

 By:
 /s/
 Lou J. Ellis

 Name:
 Lou
 J. Ellis

 Title:
 Managing
 Director, Equity Capital Markets

 CLEAR STREET LLC

 By:
 /s/
 Ryan Gerety

 Name:
 Ryan
 Gerety

 Title:
 Managing
 Director

CORRESP
 1
 filename1.htm

 Roth
Capital Partners, LLC

 888
San Clemente Drive

 Newport
Beach, CA 92660

 Clear
Street LLC

 4
World Trade Center

 150
Greenwich St., Floor 45

 New
York, NY 10007

 As
representatives of the prospective underwriters

 VIA
EDGAR

 March
18, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attention :

 Ms.
 Jenna Hough

 Re:

 RedCloud
 Holdings plc (the " Company ")

 Registration
 Statement on Form F-1, as amended (Registration No. 333-283012)

 Ladies
and Gentlemen:

 We
hereby join the Company's request for acceleration of the above-referenced Registration Statements, requesting effectiveness for
5:00 p.m., Eastern Time on March 19, 2025, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that
between February 27, 2025 and the date hereof, approximately 400 copies of the preliminary prospectus of the Company dated February 27,
2025 were distributed to prospective underwriters, dealers, institutional investors and others.

 We
have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 [ Signature
page follows ]

 Very
 truly yours,

 As
 representatives of the prospective underwriters

 ROTH
 CAPITAL PARTNERS, LLC

 By:
 /s/
 Lou J. Ellis

 Name:
 Lou
 J. Ellis

 Title:
 Managing
 Director, Equity Capital Markets

 CLEAR
 STREET LLC

 By:
 /s/
 Ryan Gerety

 Name:
 Ryan
 Gerety

 Title:
 Managing
 Director

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 United
Kingdom

 March
18, 2025

 VIA
EDGAR

 Jenna
Hough

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 RedCloud
 Holdings plc

 Registration
 Statement on Form F-1, as amended

 Filed
 November 06, 2024

 File
 No. 333-283012

 Dear
Mr. Hough:

 On
March 14, 2025, RedCloud Holdings plc requested acceleration of the effective date of the above referenced Registration Statement so
that it would become effective at 5:00 p.m. ET on Tuesday, March 18, 2025 or as soon as thereafter practicable. We hereby withdraw our
request for acceleration of effectiveness for 5:00 p.m. ET on Tuesday, March 18, 2025.

 Further,
pursuant to Rule 461 under the Securities Act of 1933, as amended, RedCloud Holdings plc hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 5 p.m. ET on Wednesday, March 19, 2025, or as soon
as thereafter practicable.

 Very
 truly yours,

 /s/
 Justin Floyd

 Justin
 Floyd

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 United
Kingdom

 March
14, 2025

 VIA
EDGAR

 Jenna
Hough

 Division
of Corporation Finance

 Office
of Industrial Applications and Services
U.S. Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 RedCloud Holdings plc

 Registration
 Statement on Form F-1, as amended
 Filed
 November 06, 2024

 File No. 333-283012

 Dear
Ms. Hough:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, RedCloud Holdings plc hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5 p.m. ET on Tuesday, March 18, 2025, or as soon as thereafter
practicable.

 Very truly yours,

 /s/ Justin
 Floyd

 Justin Floyd

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Roth
Capital Partners, LLC

 888
San Clemente Drive

 Newport
Beach, CA 92660

 Clear
Street LLC

 4
World Trade Center

 150
Greenwich St., Floor 45

 New
York, NY 10007

 As
representatives of the prospective underwriters

 VIA
EDGAR

 March
14, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attention :

 Ms. Jenna Hough

 Re:
 RedCloud Holdings plc (the
 " Company ")

 Registration Statement on
 Form F-1, as amended (Registration No. 333-283012)

 Ladies
and Gentlemen:

 We
hereby join the Company's request for acceleration of the above-referenced Registration Statements, requesting effectiveness for
5:00 p.m., Eastern Time on March 18, 2025, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that
between February 27, 2025 and the date hereof, approximately 400 copies of the preliminary prospectus of the Company dated February 27,
2025 were distributed to prospective underwriters, dealers, institutional investors and others.

 We
have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 [ Signature
page follows ]

 Very truly yours,

 As representatives of the prospective underwriters

 ROTH CAPITAL PARTNERS, LLC

 By:
 /s/
 Lou J. Ellis

 Name:
 Lou J. Ellis

 Title:
 Managing Director, Equity Capital Markets

 CLEAR STREET LLC

 By:
 /s/
 Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 United
Kingdom

 March
13, 2025

 VIA
EDGAR

 Jenna
Hough

 Division
of Corporation Finance

 Office
of Industrial Applications and Services
U.S. Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 RedCloud
 Holdings plc

 Registration
 Statement on Form F-1, as amended
 Filed
 November 06, 2024

 File
 No. 333-283012

 Dear
Ms. Hough:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, RedCloud Holdings plc hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5 p.m. ET on Thursday, March 13, 2025, or as
soon as thereafter practicable.

 Very
 truly yours,

 /s/
 Justin Floyd

 Justin
 Floyd

 Chief
 Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Roth
Capital Partners, LLC

 888
San Clemente Drive

 Newport
Beach, CA 92660

 Clear
Street LLC

 4
World Trade Center

 150
Greenwich St., Floor 45

 New
York, NY 10007

 As
representatives of the prospective underwriters

 VIA
EDGAR

 March
13, 2025

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attention :

 Ms.
 Jenna

 Re:

 RedCloud
 Holdings plc (the " Company ")

 Registration
 Statement on Form F-1, as amended (Registration No. 333-283012)

 Ladies
and Gentlemen:

 We
hereby join the Company's request for acceleration of the above-referenced Registration Statements, requesting effectiveness for
5:00 p.m., Eastern Time on March 13. 2025, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that
between February 27, 2025 and the date hereof, approximately 400 copies of the preliminary prospectus of the Company dated February 27,
2025 were distributed to prospective underwriters, dealers, institutional investors and others.

 We
have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 [ Signature
page follows ]

 Very
 truly yours,

 As
 representatives of the prospective underwriters

 ROTH
 CAPITAL PARTNERS, LLC

 By:
 /s/
 Lou J. Ellis

 Name:
 Lou
 J. Ellis

 Title:
 Managing
 Director, Equity Capital Markets

 CLEAR STREET LLC

 By:
 /s/
 Ryan Gerety

 Name:
 Ryan
 Gerety

 Title:
 Managing
 Director

CORRESP
 1
 filename1.htm

 RedCloud
Holdings plc

 50
Liverpool Street

 London,
EC2M 7PY

 United
Kingdom

 March 13, 2025

 VIA
EDGAR

 Jenna
Hough

 Division
of Corporation Finance

 Office
of Industrial Applications and Services
U.S. Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549-4561

 Re:
 RedCloud Holdings plc

 Registration
 Statement on Form F-1, as amended

 Filed
November 06, 2024

 File No. 333-283012

 Dear
Mr. Hough:

 On
March 13, 2025, RedCloud Holdings plc requested acceleration of the effective date of the above referenced Registration Statement so
that it would become effective at 5:00 p.m. ET on Thursday, March 13, 2025 or as soon as thereafter practicable. We hereby withdraw our
request for acceleration of effectiveness.

 Very truly yours,

 /s/
 Justin Floyd

 Justin Floyd

 Chief Executive Officer

 cc:

 Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

RedCloud
Holdings plc

50 Liverpool Street

London, EC2M 7PY

United Kingdom

VIA
EDGAR

February
26, 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. 4 to Registration Statement on Form F-1

    Filed
    February 18, 2025

    File
    No. 333-283012

Dear
Ms. Hough 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 February 21, 2025, regarding the Company’s
Amendment No. 4 to Registration Statement on Form F-1 (the “Registration Statement”) submitted to the Commission on
February 18, 2025. 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. 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.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 37 of
the Registration Statement.

Principal
Shareholders, page 82

    2.
    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 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.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 82 of
the Registration Statement.

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.

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

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.

January 21, 2025
Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom
Re:RedCloud Holdings plc
Amendment No. 1 to Registration Statement on Form F-1
Filed January 13, 2024
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 November 20,
2024 letter.
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.
Dilution, page 38
2.Please disclose your calculation of pro forma net tangible book value per ordinary
share.

January 21, 2025
Page 2
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.
            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

CORRESP
1
filename1.htm

RedCloud
Holdings plc

50 Liverpool Street

London, EC2M 7PY

United Kingdom

VIA
EDGAR

November
5, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Keira Nakada

    Re:
    RedCloud
    Holdings plc

    Amendment
    No. 2 to Draft Registration Statement on Form F-1

    Submitted
    October 9, 2024

    CIK
    No. 0002027360

Dear
Ms. Nakada:

RedCloud
Holdings plc (the “Company,” “we,” “our” or “us”) hereby
transmits 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 October 22, 2024, regarding the Company’s
Amendment No. 2 to Draft Registration Statement on Form F-1 (the “Registration Statement”) submitted to the Commission
on October 9, 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. 2 to Draft Registration Statement on Form F-1

Notes
to the Unaudited Condensed Interim Consolidated Financial Statements

Note
2 - Summary of Significant Accounting Policies

Revenue
Recognition, page F-8

    1.
    Please
    address the following as they relate to your data analytic services you began providing in 2024:

    ●
    Tell
    us whether you are acquiring the data that is already available to you on your platform or whether the platform sellers are selling
    data that is not available on your platform;

    ●
    If
    you are acquiring data that is already available on your platform, confirm that you did not have the right to use the data on your
    platform prior to entering into the data analytics agreements;

    ●
    Tell
                                            us the amount you incurred for acquiring the data during the six months ended June 30, 2024;

    ●
    Tell us if you are charging higher percentage fees for
    contracts with data analytics services; and

    ●
    Tell
    us why you are willing to purchase data to generate revenues for services that are incrementally “insignificant.”

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff the following:

    ■
    We
    are both utilizing data from our platform and  acquiring data that is not available on our platform.

    ■
    We
    have a right to use all data that is available on our platform.
    In addition, we acquire additional data that is not available on our platform, pursuant to the
    data analytics agreements.

    ■
    The
    total amount incurred for acquiring data pursuant to our data analytics agreements during the six-months ended
    June 30, 2024 was approximately $2.0 million.

    ■
    Currently,
    we are not charging higher percentage fees for contracts that provide data analytics services.

    ■
    We
    are willing to purchase data to generate revenues for services that are currently incrementally “insignificant” (i.e.
    immaterial in the context of the contract) for a number of reasons. We believe the data, which includes information regarding a retailer’s
    historical sales transactions, creates a more robust trading platform for our retailers and provides the Company with information
    to build more targeted and efficient marketing campaigns. The Company also converts the data to our online data warehouse. The Company
    will then take the data contained in the data warehouse and convert it to meaningful data points regarding buyer profiling and purchasing
    preferences (i.e., the “data analytics” process).

    While
    the Company currently offers a data analytics service to its customers, which is based on the information in the online data
    warehouse, it is not able to fully monetize the service at this time. The Company believes that as it continues to
    build out its  data warehouse and refine its data augmentation process, which requires the purchase of customer data,
    the data analytics service will become an important part of the Company’s business model by providing valuable insights
    and analytics to its distributors and retailers. As such, even though the purchased data is currently generating revenues
    that are “incrementally insignificant”, the Company believes that the acquisition of the data (i) creates
    a more robust trading platform, (ii) allows the Company to be more efficient with its marketing campaigns and (iii) is
    an integral component of the Company’s future success (i.e., through our data analytics service).

    Based
    on the information provided above, the Company concluded that the data analytics service is not a separate performance obligation
    that is being transferred to our customers. Specifically, in accordance with the guidance in ASC 606-10-25-16A, the Company determined
    that the data analytics service is immaterial in the context of the contract at this time and therefore does not need to be assessed
    to determine whether it represents a separate performance obligation. In making this determination, the Company utilized the interpretive
    guidance provided in paragraph BC12 of ASU 2016-10, which, in elucidating the concept of materiality outlined in ASC 606-10-25-16A,
    states that “an entity should consider the relative significance or importance of a particular promised good or service in
    the contract to the arrangement with the customer as a whole”. As the BC (“basis for conclusions”) paragraph pertains
    to the Company’s facts and circumstances, we concluded that the data analytics service is currently not significant to our
    customers when considered within the context of the contract as a whole. That is, our customers currently provide us with consideration
    primarily for the service of connecting them with potential retailers. With that said, the Company fully believes that as we continue
    to build out our data warehouse (through the purchase of additional data) and refine the data augmentation process, the data analytics
    service will become a significant component of our contracts and a value-added service to our customers. To that extent, the Company
    plans to reassess our contracts with customers on an ongoing basis to determine whether new performance obligations exist.

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.

October 22, 2024
Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom
Re:RedCloud Holdings plc
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 9, 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 September 27, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-8
Please address the following as they relate to your data analytic services you began
providing in 2024:
•Tell us whether you are acquiring the data that is already available to you on your
platform or whether the platform sellers are selling data that is not available on
your platform;1.

October 22, 2024
Page 2
•If you are acquiring data that is already available on your platform, confirm that
you did not have the right to use the data on your platform prior to entering into
the data analytics agreements;
•Tell us the amount you incurred for acquiring the data during the six months
ended June 30, 2024;
•Tell us if you are charging higher percentage fees for contracts with data analytics
services; and
•Tell us why you are willing to purchase data to generate revenues for services that
are incrementally “insignificant.”
            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

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

August 30, 2024
Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom
Re:RedCloud Holdings plc
Draft Registration Statement on Form F-1
Submitted August 2, 2024
CIK No. 0002027360
Dear Justin Floyd:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted August 2, 2024
Prospectus Summary, page 1
1.We note your disclosure that you operate in Argentina, Brazil, Nigeria, and South Africa.
However, we also note that elsewhere in the prospectus, such as throughout the
Management's Discussion and Analysis of Financial Condition and Results of Operations
section, you disclose you also have a presence in Peru. Here and elsewhere as applicable,
please reconcile this disclosure.

August 30, 2024
Page 2
RedCloud Platform, page 3
2.Clarify what you mean when you refer to your platform as "Open Commerce." If this is
intended to convey that you utilize open-source technology or software, please state as
much and revise your risk factor disclosure to address related risks. You mention these
risks in the context of IP infringement claims, however, it appears that the risks of use
should be separately high-lighted and expanded.
Our Growth Strategy, page 4
3.Elaborate upon your reference to your "cutting-edge deep learning technologies" to
provide the basis for this characterization.
Our Market Opportunity, page 4
4.Where you discuss your market opportunity here and throughout the prospectus, please
disclose your current market share.
Flywheel Effect, page 6
5.Clarify what aspects of the flywheel effect have already occurred as compared to those
that could occur in the future as engagement grows. For example, it's not clear that the
additional services you mention here are currently available to your customers or are
intended to be available in the future, depending upon how your engagement levels grow
and/or your platform evolves.
Our competitive strengths, page 6
6.Elaborate upon the nature of and relationship with the "leading partners" to which you
make reference and the basis for your statement that they have "backed and supported"
your data first approach.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer, page 9
7.Revise to clearly state whether you will take advantage of the exemptions available to
foreign private issuers and identify them, as you do on page 30.
Risk Factors, page 13
8.We note that your current liabilities include director and shareholder loans. Please revise
to include a risk factor discussing these related party loans and any associated risks,
including the unsecured nature of the loans, the pending maturity of the loans, and the
risks to investors if you do not have adequate funds to repay the loans.
9.We note your disclosure on page 4 that three out of four of the businesses in the FMCG
space fail. Please provide a risk factor discussing this risk to operating in the FMCG
market.
Use of AI and machine learning in our operations may present additional legal, regulatory and
social risks..., page 16
Revise to discuss the current state of artificial intelligence regulation within all of your
current markets, the potential for new laws or rules, and the known or projected impact of
such regulation upon your operations. Currently, your disclosure appears to be limited to 10.

August 30, 2024
Page 3
the EU AI Act and does not appear to discuss the impact of the Act upon your operations.
11.Given that the success of your business appears to be dependent upon your use of
artificial intelligence and machine learning, provide a separate risk factor that
substantially elaborates upon the risks you touch upon in the first paragraph of this risk
factor, including the risks to your operations, including loss of revenues, reputation and
brand if the output from your solutions is deemed to be inaccurate or questionable.
If we fail to manage and expand our relationships with brands, distributors and retailers, our
business and growth prospects..., page 19
12.Please revise this risk factor to indicate whether you have been able to historically retain
your customers and 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).
Risk Factors
We are an Emerging Growth Company and the Reduced Disclosure Requirements Applicable...,
page 28
13.You state on page 29 that you have opted out of the extended transition period made
available to emerging growth companies to comply with newly adopted public company
accounting requirements. If this is true, please mark the box on the cover to indicate this
fact and revise your disclosure on page 9 in which you state that you have elected to avail
yourself of the extended transition period.
Capitalization, page 37
14.Please tell us why you do not reflect the issuance of equity based instruments subsequent
to the balance sheet date and automatic conversion of convertible instruments upon the
consummation of your IPO as pro forma information. Such instruments may include
ordinary shares, redeemable preference shares, and convertible shareholder loans. This
comment also applies to your pro forma information presented for dilution on pages 38
and 39.
Key Performance Indicators, page 40
15.Given your indication that your revenues are dependent upon your ability to increase
overall TTV, revise to disclose this metric, define it and quantify it over the past 3 fiscal
years. Also, in each instance where you compare metrics such as distributors, retailers and
SKUs, clearly state that your 2022 fiscal year was a partial fiscal period, given your
disclosure elsewhere that the platform was launched in April, 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
40
16.We note your disclosure on page 41 that you intend to be more proactive going forward to
flag and manage dormant products and categories and remove them from your Platform.
Please disclose the effects dormant products have had on your business, and if material,
please provide a risk factor addressing the risks of dormant products on your Platform.

August 30, 2024
Page 4
Business, page 48
17.We note your disclosure on that you rely on third-party operating systems to make your
Red 101 App and Platform available to registered users. Please elaborate upon the terms
of the arrangements you have with such third parties.
RedCloud Platform, page 49
18.Clarify whether the capabilities of your platform that are driven by AI and machine
learning, which you list on page 50, are currently available.  In this regard, the first feature
you identify relates to platform recommendations and yet you also discuss "AI Powered
Recommendation Engines" on page 52 as a feature that you are still developing.
19.Please expand your disclosure to explain how you developed and validated your artificial
intelligence and machine learning algorithm(s). Please describe the frequency with which
validation occurs and how long the model has been utilized.
20.Please revise to provide a more detailed discussion regarding the data your artificial
intelligence platform collects and utilizes. Elaborate upon the robustness and accuracy of
this data given your disclosure that you aim to "rapidly gather essential data on key
product information, inventory and purchasing cycles." Clarify whether your AI or
machine learning models use outside data sources, such as publicly available datasets or
from your customers, or if they are closed-loop systems.  Expand upon your risk factor
disclosure to acknowledge the risks associated with this aspect of your business.
Marketing and Advertising, page 57
21.Please provide additional detail about your check-out voucher marketing program, such as
what it specifically entails and its success in gaining and/or retaining customers. To this
extent, we note that this marketing program accounts for 95.8% of your $24,810,163
marketing expenses as of fiscal year 2023.
Government Regulations, page 58
22.Revise to disclose the material effects the various government regulations you discuss
here have on your business, consistent with Item 4.B.8. of Form 20-F.
Human Capital and Employees, page 66
23.We note that as of May 31, 2024, you had a total of 342 employees with a physical
presence in Africa, Europe, and Latin America. Please revise to disclose the specific
countries you have employees in, and if possible, the number of employees in each
country. Refer to Item 6(D) of Form 20-F.
Principal Shareholders, page 79
24.Please revise to identify the natural persons who have or share voting and/or dispositive
powers over the shares held by each entity listed in the table, such as UK FF
Nominees Ltd.

August 30, 2024
Page 5
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Going Concern, page F-9
25.You state that significant investments in technology and people raise substantial doubt
regarding your ability to continue as a going concern, while your auditor states in its
report that recurring losses, working capital deficit and stockholders’ deficit raise
substantial doubt regarding your ability to continue as a going concern. Please resolve this
inconsistency.
Marketing and Commissions Costs, page F-15
26.Please describe your point of check-out voucher program, including how you recognize
the related expenses and liabilities.
General
27.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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