UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C.20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-42557
RedCloud Holdingsplc
(Registrant’s Name)
50 Liverpool Street,
London, EC2M 7PY, United Kingdom
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant filesor will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒Form 40-F ☐
Departure of Directors or Certain Officers; Election of Directors; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers.
Neil Woodman has informed us that he does not intendto return as Executive Vice President of Finance of RedCloud Holdings plc (the “Company”) when his contract expires on December31, 2025.
In connection with this notification, the Company’sBoard of Directors (the “Board”) met and agreed to appoint Maria Magdalena Gonzalez, who has served as a member of our Boardand as a member of our audit committee, as our Chief Financial Officer (“CFO”) effective January 5, 2026.
In connection with Ms. Gonzalez’ appointment,the Company and Ms. Gonzalez entered into a service agreement pursuant to which Ms. Gonzalez will receive £320,000 per annum andshall be eligible to receive an annual bonus up to 60% of her annual salary, as determined by the Board, and equity-based compensationawards in line with the Company’s equity incentive plan. The agreement can be terminated at any time with three (3) months’notice by either party.
There are no family relationships between Ms. Gonzalezand any director or executive officer of the Company, and the Company has not entered into any transactions with Ms. Gonzalez that arereportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Ms.Gonzalez and any other persons pursuant to which she was appointed as CFO. The Company will enter into an indemnification agreement withMs. Gonzalez, which will be in substantially the same form as that entered into with the other executive officers of the Company.
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SIGNATURES
Pursuant to the requirements ofthe Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.
| RedCloud Holdings plc | ||
| By: | /s/ Justin Floyd | |
| Name: | Justin Floyd | |
| Title: | Chief Executive Officer | |
Date: December 5, 2025
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