SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hamzaoui Soumaya

(Last)

(First)

(Middle)

50 LIVERPOOL STREET

(Street)

LONDON

EC2M 7PY

(City)

(State)

(Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
RedCloud Holdings plc [ RCT ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Product & Comm. Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Option (right to buy)	⁽¹⁾	12/20/2031	Ordinary Shares	135,000	$0.0027	D
Share Option (right to buy)	⁽²⁾	12/20/2031	Ordinary Shares	137,000	$2.66	D
Share Option (right to buy)	⁽³⁾	09/17/2034	Ordinary Shares	235,750	$0.0027	D

Explanation of Responses:

1. Ms. Hamzaoui was granted 135,000 share options exercisable for 135,000 ordinary shares of the Company under the Company's Share Option Plan for services provided to the Company. All share options are vested to date. Each share option has an exercise price of GBP0.002 (or $0.0027, based on a conversion rate of GBP1.00 to $1.33 as of March 18, 2026).

2. Ms. Hamzaoui was granted 137,000 share options exercisable for 137,000 ordinary shares of the Company under the Company's Share Option Plan for services provided to the Company. All share options are vested to date. Each share option has an exercise price of GBP2.00 (or $2.66, based on a conversion rate of GBP1.00 to $1.33 as of March 18, 2026).

3. Ms. Hamzaoui was granted 235,750 share options exercisable for 235,750 ordinary shares of the Company under the Company's Share Option Plan for services provided to the Company. All share options are vested to date. Each share option has an exercise price of GBP0.002 (or $0.0027, based on a conversion rate of GBP1.00 to $1.33 as of March 18, 2026).

	/s/ Soumaya Hamzaoui	09/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)