{"success":true,"data":{"pressRelease":{"id":"162034","rtpr_id":"nGNEr4cKK-20261006","ticker":"RCT","exchange":"NASDAQ","all_tickers":["RCT"],"title":"RedCloud will Hold General Meeting of Shareholders on October 30, 2026","author":"Globe Newswire","published_at":"2026-10-06T13:21:00.289Z","article_body":"The Board of Directors has convened the General Meeting to approve a 20-for-1\nshare consolidation to ensure continued compliance with Nasdaq listing\nrequirements\n\nLONDON, Oct. 06, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (Nasdaq: RCT)\n(“RedCloud” or the “Company”), which is building the AI prediction\ninfrastructure for global FMCG trade, today announced that its Board of\nDirectors has convened a General Meeting of shareholders (the “General\nMeeting”) to be held on Friday, October 30, 2026 at 10:00AM ET / 14:00 GMT\nfor shareholders of record as of the close of business on September 25, 2026.\n\nAt the General Meeting, the Company will seek shareholder approval to effect a\nshare consolidation pursuant to which every 20 existing ordinary shares of\n£0.002 each in the capital of the Company will be consolidated into one new\nordinary share of £0.04 in nominal value each (the “Consolidated Ordinary\nShares”). Where such consolidation results in any shareholder being entitled\nto a fraction of a new Consolidated Ordinary Share, no shareholder will be\nentitled to receive a fraction of a Consolidated Ordinary Share, and such\nfractions will be aggregated into whole shares and the directors of the\nCompany are authorized to sell, or appoint another person to sell, the\naggregated whole shares for the best price reasonably obtainable.  The net\nproceeds of such sale, after deduction of the expenses of the sale, will be\ndistributed in due proportion among the members who would otherwise be\nentitled to the fractions. If approved by shareholders, the share\nconsolidation is expected to be effective on or about November 13, 2026.\n\nThe share consolidation will not change the proportionate ownership interest\nof any shareholder, and should enable the Company to comply with the minimum\nbid price requirement under Nasdaq Listing Rule 5550(a)(2). Full details of\nthe proposals to be presented to the Company’s shareholders, which include a\nnecessary amendment to the Company’s articles of association, are set out in\nthe Notice of General Meeting and accompanying proxy materials that were\ndistributed to shareholders on October 5, 2026. The Company's directors and\nnamed executive officers that hold shares, along with the Company's largest\nshareholder, have committed to voting in favor of the transaction.\n\nReceipt of Nasdaq Minimum Bid Price Letter\n\nAs previously disclosed, on April 15, 2026 the Company received formal\nnotification from the Listing Qualifications Department of The Nasdaq Stock\nMarket LLC (“Nasdaq”) indicating that, based on the closing bid price of\nthe Company’s ordinary shares for the then-preceeding 30 consecutive\nbusiness days, the Company was no longer in compliance with Nasdaq Listing\nRule 5550(a)(2), which requires listed companies to maintain a minimum bid\nprice of at least $1 per share (the “Nasdaq Minimum Bid Price Rule”).\nNasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar\ndays, or until October 12, 2026, in which to regain compliance with the\nminimum bid price requirement.\n\nSeparately, the Company received formal notification from Nasdaq on August 10,\n2026 that the Company was not in compliance with the minimum market value of\nlisted securities set forth in Nasdaq’s rules for continued listing on the\nNasdaq Capital Market (the “Second Deficiency Notice”). Nasdaq Listing\nRule 5550(b)(2) requires primary securities listed on the Nasdaq Capital\nMarket to maintain a minimum market value of listed securities of $35,000,000\n(the “MVLS Requirement”), and Listing Rule 5810(c)(3)(C) provides that a\nfailure to meet the MVLS Requirement exists if a deficiency under Rule\n5550(b)(2) continues for a period of 30 consecutive business days. Based on\nthe market value of the Company’s listed securities for a period of greater\nthan 30 consecutive business days prior to August 6, 2026, the Company was not\nin compliance with the MVLS Requirement.\n\nDue to the Second Deficiency Notice, the Company does not expect to be\neligible for a second 180-day compliance period related to the Nasdaq Minimum\nBid Price Rule. Accordingly, the Company expects it will receive a delisting\ndetermination from Nasdaq on or about October 12, 2026. Under current rules,\nthe Company will be entitled to appeal that determination by filing a request\nfor an oral hearing before the Nasdaq Hearings Panel (the “Hearings\nPanel”) pursuant to Nasdaq Listing Rule 5815, and the Company intends to\nfile such request. Per Rule 5815(a)(1)(B), this request will stay the\nsuspension of trading or delisting of the Company’s securities pending the\nhearing and the Hearings Panel’s decision. In the meantime, the Company’s\nordinary shares will continue to trade in the normal manner on the Nasdaq\nCapital Market under the symbol RCT. Per Listing Rule 5815(a)(5), the Company\nwill submit to the Hearings Panel a written plan of compliance, including a\ncommitment to effect a reverse stock split, and request that the Hearings\nPanel grant an exception to the listing standards for a limited time period,\nas permitted by Rule 5815(c)(1)(A). Depending on the timing of the hearing\nbefore the Hearings Panel, the share consolidation may already be effective.\n\nA share consolidation combines a number of existing shares into a smaller\nnumber of shares of a proportionally higher nominal value. The total value of\nthe Company and each shareholder's proportionate ownership interest remain\nunchanged, only the number of shares in issue and the price per share are\naffected. A share consolidation is a commonly used mechanism to increase the\nmarket price per share and restore compliance with the Nasdaq minimum bid\nprice requirement, as by reducing the number of shares in issue the price per\nshare increases proportionately. The new Consolidated Ordinary Shares will\ncarry the same rights and be subject to the same restrictions as the Company's\nnew articles of association.\n\nIf approved by shareholders, we anticipate the Company will evidence a closing\nbid price of at least $1 per share for a minimum of 10 consecutive business\ndays following the effective date of the share consolidation.  If the Company\nfails to regain compliance with the Nasdaq continued listing standards, Nasdaq\nwill provide notice that the Company’s ordinary shares will be subject to\ndelisting.\n\nAbout RedCloud\n\nRedCloud Holdings plc (Nasdaq: RCT) builds AI infrastructure for the\nprediction of FMCG trade. More than $8.4 billion of FMCG transactions have\npassed through its infrastructure between early 2023 and June 2026, across\nmore than 100,000 customers and 6,700 brands. RedCloud uses this proprietary\ntransaction data to develop RAID (Real-time AI for Distribution), its\nprediction model for distribution, and deploys its infrastructure and\nassociated products (“RedAI”) either directly or through joint ventures\nwith partners who fund and operate local markets.\n\nRedCloud is a British company registered in London. Justin Floyd is its\nFounder and Chief Executive Officer. For more information, please visit\nwww.redcloudtechnology.com and connect on LinkedIn.\n\nForward-Looking Statements\n\nThe information in this press release may include forward-looking statements\nwithin the meaning of the federal securities laws. These statements include,\nwithout limitation, statements regarding the expected general meeting of\nshareholders. Words such as “expect,” “project,” “estimate,”\n“believe,” “anticipate,” “intend,” “plan,” “seek,”\n“forecast,” “target,” “predict,” “may,” “should,”\n“would,” “could,” and “will,” the negative of these terms and\nsimilar expressions are intended to identify forward-looking statements.\nForward-looking statements are based on management’s current expectations\nand assumptions, and are subject to inherent uncertainties, risks and changes\nin circumstances that are difficult to predict, including, but not limited to,\nthe Company’s intention to request a hearing before the Hearings Panel, the\noutcome of the General Meeting, the completion of the share consolidation, and\nthe closing bid price for the 10-day period following such share\nconsolidation. As a result, actual results could differ materially from those\nindicated in these forward-looking statements. When considering these\nforward-looking statements, you should keep in mind the risk factors and other\ncautionary statements described in “Cautionary Note Regarding\nForward-Looking Statements,” “Item 3. Key Information – D. Risk\nFactors” and “Item 5. Operating and Financial Review and Prospects” in\nRedCloud’s most recent Annual Report on Form 20-F filed with the Securities\nand Exchange Commission, as well as the Company’s periodic reports and other\nfilings with the Securities and Exchange Commission. RedCloud undertakes no\nobligation to update or revise these forward-looking statements except as\nrequired by law.\n\nContacts\n\nInvestor Relations\ninvestor.relations@redcloudtechnology.com \n\nMedia Relations\nmedia@redcloudtechnology.com","article_body_html":"","raw_payload":{"data":{"id":"nGNEr4cKK-20261006","title":"RedCloud will Hold General Meeting of Shareholders on October 30, 2026","author":"Globe Newswire","ticker":"RCT","created":"2026-10-06T13:21:00.289Z","tickers":["RCT"],"exchange":"NASDAQ","article_body":"The Board of Directors has convened the General Meeting to approve a 20-for-1\nshare consolidation to ensure continued compliance with Nasdaq listing\nrequirements\n\nLONDON, Oct. 06, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (Nasdaq: RCT)\n(“RedCloud” or the “Company”), which is building the AI prediction\ninfrastructure for global FMCG trade, today announced that its Board of\nDirectors has convened a General Meeting of shareholders (the “General\nMeeting”) to be held on Friday, October 30, 2026 at 10:00AM ET / 14:00 GMT\nfor shareholders of record as of the close of business on September 25, 2026.\n\nAt the General Meeting, the Company will seek shareholder approval to effect a\nshare consolidation pursuant to which every 20 existing ordinary shares of\n£0.002 each in the capital of the Company will be consolidated into one new\nordinary share of £0.04 in nominal value each (the “Consolidated Ordinary\nShares”). Where such consolidation results in any shareholder being entitled\nto a fraction of a new Consolidated Ordinary Share, no shareholder will be\nentitled to receive a fraction of a Consolidated Ordinary Share, and such\nfractions will be aggregated into whole shares and the directors of the\nCompany are authorized to sell, or appoint another person to sell, the\naggregated whole shares for the best price reasonably obtainable.  The net\nproceeds of such sale, after deduction of the expenses of the sale, will be\ndistributed in due proportion among the members who would otherwise be\nentitled to the fractions. If approved by shareholders, the share\nconsolidation is expected to be effective on or about November 13, 2026.\n\nThe share consolidation will not change the proportionate ownership interest\nof any shareholder, and should enable the Company to comply with the minimum\nbid price requirement under Nasdaq Listing Rule 5550(a)(2). Full details of\nthe proposals to be presented to the Company’s shareholders, which include a\nnecessary amendment to the Company’s articles of association, are set out in\nthe Notice of General Meeting and accompanying proxy materials that were\ndistributed to shareholders on October 5, 2026. The Company's directors and\nnamed executive officers that hold shares, along with the Company's largest\nshareholder, have committed to voting in favor of the transaction.\n\nReceipt of Nasdaq Minimum Bid Price Letter\n\nAs previously disclosed, on April 15, 2026 the Company received formal\nnotification from the Listing Qualifications Department of The Nasdaq Stock\nMarket LLC (“Nasdaq”) indicating that, based on the closing bid price of\nthe Company’s ordinary shares for the then-preceeding 30 consecutive\nbusiness days, the Company was no longer in compliance with Nasdaq Listing\nRule 5550(a)(2), which requires listed companies to maintain a minimum bid\nprice of at least $1 per share (the “Nasdaq Minimum Bid Price Rule”).\nNasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar\ndays, or until October 12, 2026, in which to regain compliance with the\nminimum bid price requirement.\n\nSeparately, the Company received formal notification from Nasdaq on August 10,\n2026 that the Company was not in compliance with the minimum market value of\nlisted securities set forth in Nasdaq’s rules for continued listing on the\nNasdaq Capital Market (the “Second Deficiency Notice”). Nasdaq Listing\nRule 5550(b)(2) requires primary securities listed on the Nasdaq Capital\nMarket to maintain a minimum market value of listed securities of $35,000,000\n(the “MVLS Requirement”), and Listing Rule 5810(c)(3)(C) provides that a\nfailure to meet the MVLS Requirement exists if a deficiency under Rule\n5550(b)(2) continues for a period of 30 consecutive business days. Based on\nthe market value of the Company’s listed securities for a period of greater\nthan 30 consecutive business days prior to August 6, 2026, the Company was not\nin compliance with the MVLS Requirement.\n\nDue to the Second Deficiency Notice, the Company does not expect to be\neligible for a second 180-day compliance period related to the Nasdaq Minimum\nBid Price Rule. Accordingly, the Company expects it will receive a delisting\ndetermination from Nasdaq on or about October 12, 2026. Under current rules,\nthe Company will be entitled to appeal that determination by filing a request\nfor an oral hearing before the Nasdaq Hearings Panel (the “Hearings\nPanel”) pursuant to Nasdaq Listing Rule 5815, and the Company intends to\nfile such request. Per Rule 5815(a)(1)(B), this request will stay the\nsuspension of trading or delisting of the Company’s securities pending the\nhearing and the Hearings Panel’s decision. In the meantime, the Company’s\nordinary shares will continue to trade in the normal manner on the Nasdaq\nCapital Market under the symbol RCT. Per Listing Rule 5815(a)(5), the Company\nwill submit to the Hearings Panel a written plan of compliance, including a\ncommitment to effect a reverse stock split, and request that the Hearings\nPanel grant an exception to the listing standards for a limited time period,\nas permitted by Rule 5815(c)(1)(A). Depending on the timing of the hearing\nbefore the Hearings Panel, the share consolidation may already be effective.\n\nA share consolidation combines a number of existing shares into a smaller\nnumber of shares of a proportionally higher nominal value. The total value of\nthe Company and each shareholder's proportionate ownership interest remain\nunchanged, only the number of shares in issue and the price per share are\naffected. A share consolidation is a commonly used mechanism to increase the\nmarket price per share and restore compliance with the Nasdaq minimum bid\nprice requirement, as by reducing the number of shares in issue the price per\nshare increases proportionately. The new Consolidated Ordinary Shares will\ncarry the same rights and be subject to the same restrictions as the Company's\nnew articles of association.\n\nIf approved by shareholders, we anticipate the Company will evidence a closing\nbid price of at least $1 per share for a minimum of 10 consecutive business\ndays following the effective date of the share consolidation.  If the Company\nfails to regain compliance with the Nasdaq continued listing standards, Nasdaq\nwill provide notice that the Company’s ordinary shares will be subject to\ndelisting.\n\nAbout RedCloud\n\nRedCloud Holdings plc (Nasdaq: RCT) builds AI infrastructure for the\nprediction of FMCG trade. More than $8.4 billion of FMCG transactions have\npassed through its infrastructure between early 2023 and June 2026, across\nmore than 100,000 customers and 6,700 brands. RedCloud uses this proprietary\ntransaction data to develop RAID (Real-time AI for Distribution), its\nprediction model for distribution, and deploys its infrastructure and\nassociated products (“RedAI”) either directly or through joint ventures\nwith partners who fund and operate local markets.\n\nRedCloud is a British company registered in London. Justin Floyd is its\nFounder and Chief Executive Officer. For more information, please visit\nwww.redcloudtechnology.com and connect on LinkedIn.\n\nForward-Looking Statements\n\nThe information in this press release may include forward-looking statements\nwithin the meaning of the federal securities laws. These statements include,\nwithout limitation, statements regarding the expected general meeting of\nshareholders. Words such as “expect,” “project,” “estimate,”\n“believe,” “anticipate,” “intend,” “plan,” “seek,”\n“forecast,” “target,” “predict,” “may,” “should,”\n“would,” “could,” and “will,” the negative of these terms and\nsimilar expressions are intended to identify forward-looking statements.\nForward-looking statements are based on management’s current expectations\nand assumptions, and are subject to inherent uncertainties, risks and changes\nin circumstances that are difficult to predict, including, but not limited to,\nthe Company’s intention to request a hearing before the Hearings Panel, the\noutcome of the General Meeting, the completion of the share consolidation, and\nthe closing bid price for the 10-day period following such share\nconsolidation. As a result, actual results could differ materially from those\nindicated in these forward-looking statements. When considering these\nforward-looking statements, you should keep in mind the risk factors and other\ncautionary statements described in “Cautionary Note Regarding\nForward-Looking Statements,” “Item 3. Key Information – D. Risk\nFactors” and “Item 5. Operating and Financial Review and Prospects” in\nRedCloud’s most recent Annual Report on Form 20-F filed with the Securities\nand Exchange Commission, as well as the Company’s periodic reports and other\nfilings with the Securities and Exchange Commission. RedCloud undertakes no\nobligation to update or revise these forward-looking statements except as\nrequired by law.\n\nContacts\n\nInvestor Relations\ninvestor.relations@redcloudtechnology.com \n\nMedia Relations\nmedia@redcloudtechnology.com"},"type":"article","timestamp":"2026-10-06T13:21:00.381011343Z","server_sent_at_ms":1791292860381},"received_at":"2026-10-06T13:21:00.436Z","source_url":null},"analysis":null,"durationMs":null,"modelName":null}}