REDCLOUD HOLDINGS PLC

• ◆

  Material uncertainty over going concern

  We draw attention to note 2 in the financial statements, which indicates that the group has incurred a net loss of $46,236,849 during the year ended 31 December 2025 and, as of that date the group's current liabilities exceeded current asset by $14,272,211. As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

• ◆

  2 PSCs ceased in last 24 months

  Significant control changed hands — see the Ownership section.

• ·

  Going-concern uncertainty disclosed

• ·

  Negative shareholders' funds

Figures converted to GBP from USD at 0.743 per USD (Frankfurter spot rate) — hover any figure for the original. — indicates the figure wasn't present under that line item in that period. The Δ column is the change from the prior filed period as a percentage of |prior|; lines a company doesn't report show —. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

Accounting basis

US GAAP

Reporting scope

Consolidated group

Auditor

PKF Littlejohn LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“We draw attention to note 2 in the financial statements, which indicates that the group has incurred a net loss of $46,236,849 during the year ended 31 December 2025 and, as of that date the group's current liabilities exceeded current asset by $14,272,211. As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.”

Group structure

1. REDCLOUD HOLDINGS PLC · parent
   1. Marketplace Technologies Nigeria Limited 100% · Nigeria
   2. RedCloud Peru S.A.C 100% · Peru
   3. RedCloud Technology Argentina SA 100% · Argentina
   4. RedCloud IP Limited 100% · United Kingdom
   5. RedCloud Technologies Brazil Servicos Digitais Ltda 100% · Brazil
   6. RedCloud Technologies (Pty) Ltd 100% · South Africa
   7. RedCloud Technologies (Portugal) Unipessoal Lda 100% · Portugal
   8. RedCloud Technologies, Inc. 100% · United States
   9. RedCloud Technologies UK Ltd 100% · United Kingdom

Significant events

• “Subsequent to 31 December 2025, the Group undertook a number of financing and governance actions to support its liquidity position, capital structure, and strategic objectives.”
• “In early January 2026, the Board implemented changes in executive leadership, appointing and subsequently transitioning the Chief Financial Officer role to align the finance function with the Group's capital-raising strategy and long-term operational plans.”
• “In February 2026, the Group entered into new financing arrangements to support its liquidity and growth initiatives.”
• “During the year ended December 31, 2024, the Company had recognized a provision of £350,000 in respect of a commercial dispute under a purported loan agreement. On 2 May 2025, the Company entered into a settlement agreement resolving this dispute in full for £350,000, inclusive of interest and costs. No liability remained outstanding at December 31, 2025 in respect of this matter.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

20

last 12 months

Capital events

10

last 24 months

Officers appointed

1

last 12 months

Officers resigned

2

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.