LONDON, Oct. 06, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (NASDAQ:RCT) ("RedCloud" or the "Company"), which is building the AI prediction infrastructure for global FMCG trade, today announced that its Board of Directors has convened a General Meeting of shareholders (the "General Meeting") to be held on Friday, October 30, 2026 at 10:00AM ET / 14:00 GMT for shareholders of record as of the close of business on September 25, 2026.

At the General Meeting, the Company will seek shareholder approval to effect a share consolidation pursuant to which every 20 existing ordinary shares of £0.002 each in the capital of the Company will be consolidated into one new ordinary share of £0.04 in nominal value each (the "Consolidated Ordinary Shares"). Where such consolidation results in any shareholder being entitled to a fraction of a new Consolidated Ordinary Share, no shareholder will be entitled to receive a fraction of a Consolidated Ordinary Share, and such fractions will be aggregated into whole shares and the directors of the Company are authorized to sell, or appoint another person to sell, the aggregated whole shares for the best price reasonably obtainable. The net proceeds of such sale, after deduction of the expenses of the sale, will be distributed in due proportion among the members who would otherwise be entitled to the fractions. If approved by shareholders, the share consolidation is expected to be effective on or about November 13, 2026.

The share consolidation will not change the proportionate ownership interest of any shareholder, and should enable the Company to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Full details of the proposals to be presented to the Company’s shareholders, which include a necessary amendment to the Company’s articles of association, are set out in the Notice of General Meeting and accompanying proxy materials that were distributed to shareholders on October 5, 2026. The Company's directors and named executive officers that hold shares, along with the Company's largest shareholder, have committed to voting in favor of the transaction.

Receipt of Nasdaq Minimum Bid Price Letter

As previously disclosed, on April 15, 2026 the Company received formal notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based on the closing bid price of the Company’s ordinary shares for the then-preceeding 30 consecutive business days, the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share (the "Nasdaq Minimum Bid Price Rule"). Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until October 12, 2026, in which to regain compliance with the minimum bid price requirement.

Separately, the Company received formal notification from Nasdaq on August 10, 2026 that the Company was not in compliance with the minimum market value of listed securities set forth in Nasdaq’s rules for continued listing on the Nasdaq Capital Market (the "Second Deficiency Notice"). Nasdaq Listing Rule 5550(b)(2) requires primary securities listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities of $35,000,000 (the "MVLS Requirement"), and Listing Rule 5810(c)(3)(C) provides that a failure to meet the MVLS Requirement exists if a deficiency under Rule 5550(b)(2) continues for a period of 30 consecutive business days. Based on the market value of the Company’s listed securities for a period of greater than 30 consecutive business days prior to August 6, 2026, the Company was not in compliance with the MVLS Requirement.

Due to the Second Deficiency Notice, the Company does not expect to be eligible for a second 180-day compliance period related to the Nasdaq Minimum Bid Price Rule. Accordingly, the Company expects it will receive a delisting determination from Nasdaq on or about October 12, 2026. Under current rules, the Company will be entitled to appeal that determination by filing a request for an oral hearing before the Nasdaq Hearings Panel (the "Hearings Panel") pursuant to Nasdaq Listing Rule 5815, and the Company intends to file such request. Per Rule 5815(a)(1)(B), this request will stay the suspension of trading or delisting of the Company’s securities pending the hearing and the Hearings Panel’s decision. In the meantime, the Company’s ordinary shares will continue to trade in the normal manner on the Nasdaq Capital Market under the symbol RCT. Per Listing Rule 5815(a)(5), the Company will submit to the Hearings Panel a written plan of compliance, including a commitment to effect a reverse stock split, and request that the Hearings Panel grant an exception to the listing standards for a limited time period, as permitted by Rule 5815(c)(1)(A). Depending on the timing of the hearing before the Hearings Panel, the share consolidation may already be effective.

A share consolidation combines a number of existing shares into a smaller number of shares of a proportionally higher nominal value. The total value of the Company and each shareholder's proportionate ownership interest remain unchanged, only the number of shares in issue and the price per share are affected. A share consolidation is a commonly used mechanism to increase the market price per share and restore compliance with the Nasdaq minimum bid price requirement, as by reducing the number of shares in issue the price per share increases proportionately. The new Consolidated Ordinary Shares will carry the same rights and be subject to the same restrictions as the Company's new articles of association.

If approved by shareholders, we anticipate the Company will evidence a closing bid price of at least $1 per share for a minimum of 10 consecutive business days following the effective date of the share consolidation. If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s ordinary shares will be subject to delisting.

About RedCloud

RedCloud Holdings plc (NASDAQ:RCT) builds AI infrastructure for the prediction of FMCG trade. More than $8.4 billion of FMCG transactions have passed through its infrastructure between early 2023 and June 2026, across more than 100,000 customers and 6,700 brands. RedCloud uses this proprietary transaction data to develop RAID (Real-time AI for Distribution), its prediction model for distribution, and deploys its infrastructure and associated products ("RedAI") either directly or through joint ventures with partners who fund and operate local markets.

RedCloud is a British company registered in London. Justin Floyd is its Founder and Chief Executive Officer. For more information, please visit www.redcloudtechnology.com and connect on LinkedIn.

Forward-Looking Statements

The information in this press release may include forward-looking statements within the meaning of the federal securities laws. These statements include, without limitation, statements regarding the expected general meeting of shareholders. Words such as "expect," "project," "estimate," "believe," "anticipate," "intend," "plan," "seek," "forecast," "target," "predict," "may," "should," "would," "could," and "will," the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including, but not limited to, the Company’s intention to request a hearing before the Hearings Panel, the outcome of the General Meeting, the completion of the share consolidation, and the closing bid price for the 10-day period following such share consolidation. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in "Cautionary Note Regarding Forward-Looking Statements," "Item 3. Key Information – D. Risk Factors" and "Item 5. Operating and Financial Review and Prospects" in RedCloud’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission, as well as the Company’s periodic reports and other filings with the Securities and Exchange Commission. RedCloud undertakes no obligation to update or revise these forward-looking statements except as required by law.

Contacts

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