RedCloud : Amendment to Annual Report by Foreign Issuer (Form 20-F/A)

About this update from Redcloud Holdings Plc

This Amendment No. 1 to Form 20-F (the "Form 20-F/A") amends our annual report on Form 20-F for the year ended December 31, 2025 (the "Annual Report"), which was originally filed with the U.S. Securities and Exchange Commission on May 15, 2026. The purpose of this Form 20-F/A is to amend Item 15. This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report. Item 15. Controls and Procedures (a) Disclosure Controls and Procedures. As of December 31, 2025 (the "Evaluation Date"), the Company carried out an evaluation, under the supervision of and with the participation of management, including the Company's chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the foregoing, the chief executive officer and chief financial officer concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were not effective due to the material weaknesses identified below. (b) Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purpose in accordance with U.S. generally accepted accounting principles. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set forth in the report Internal Control - Integrated framework issued in 2013 by the Committee of Sponsoring Organization of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system, including (1) the control environment, (2) risk assessment, (3) control activities, (4) information and communication and (5) monitoring. Based on that evaluation, management concluded that these controls were ineffective at December 31, 2025 due to material weaknesses relating to (i) a lack of full-time accounting and financial reporting personnel with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements and (ii) a lack of an effective review by management for the year ended accounting close and reporting. As a result, our management has concluded that our internal control was not effective as of December 31, 2025. During 2025, to remediate the identified material weaknesses and improve the internal control over financial reporting, we understood the Company has sought to implement and will continue to implement a number of measures to address the material weaknesses, including the following: ● We are continuing our efforts to hire additional qualified internal finance and accounting staff with working experience in U.S. GAAP and SEC reporting requirements. ● We have also established clear roles and responsibilities for accounting and financial reporting staff to address accounting and financial reporting issues. ● We intend to establish a training program to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S. GAAP and SEC reporting requirements. We expect that we will incur significant costs in the implementation of such measures. However, we cannot assure you that all these measures will be sufficient to remediate our material weakness in time, or at all. If we fail to implement and maintain an effective system of internal controls to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our ordinary shares may be materially and adversely affected. (c) Attestation report of the registered public accounting firm. This annual report does not include an attestation report of our company's registered public accounting firm because we are currently not required to comply with the auditor attestation requirements of Section 404 for the fiscal year ended December 31, 2025 because we are neither an accelerated filer nor a large accelerated filer. (d) Changes in Internal Control over Financial Reporting. Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. RedCloud Holdings plc By: /s/ Justin Floyd Name: Justin Floyd Title: Chief Executive Officer Date: July 21, 2026

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