RedCloud (NASDAQ: RCT) sets reverse split for the day of its Nasdaq hearing

What happened

RedCloud Holdings plc (NASDAQ: RCT) said its 100-to-1 reverse share split takes effect at 12:01 a.m. Eastern Time on Nov. 17. Shares are expected to open that day on a split-adjusted basis under the same RCT symbol.

Every 100 ordinary shares will become one. Shares outstanding fall from approximately 144.1 million to approximately 1.4 million. Shareholders need take no action. Ownership and voting power stay the same, apart from minor effects of fractional shares, which will be sold and paid out in cash.

Shareholders approved the split at a general meeting on Oct. 30. Warrants will be adjusted to raise the exercise price and reduce the shares issuable. The total exercise price stays the same. The authorized allotment of ordinary shares becomes 10,000,000, and nominal value moves from 0.002 to 0.20 per share.

Key numbers

Metric	Latest	Change	Source
Reverse share split ratio	100-to-1		SEC 6-K, Exhibit 99.1
Ordinary shares outstanding after the split (approximately 144.1 million before)	approximately 1.4 million		SEC 6-K, Exhibit 99.1
Nasdaq minimum bid price requirement	$1.00		SEC 6-K
FMCG transactions through its infrastructure, early 2023 to June 2026	More than $8.4 billion		SEC 6-K, Exhibit 99.1
Brands across the infrastructure	6,700		SEC 6-K, Exhibit 99.1

Read more: RedCloud (RCT) company research

Why it matters

The split targets a listing problem. Nasdaq Listing Rule 5550(a)(2) requires a minimum bid price of $1.00. On Oct. 13, RedCloud received a Staff Delisting Determination for falling short. The company appealed, and that request stayed any suspension of trading or delisting until the hearing and the panel's decision.

OptimistFi has argued that RedCloud creates equity value only if its commerce network restarts adoption and narrows operating losses. A reverse split changes the share count, not the business. So the case stays mixed. The split protects the listing while the operating tests stay open.

The company says more than $8.4 billion of FMCG transactions passed through its infrastructure from early 2023 to June 2026, across more than 100,000 customers and 6,700 brands. That figure covers the whole period.

The company says it cannot assure that the split will achieve the desired effects, that they will last, or that the Hearings Panel will decide in its favor.

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What's next

The Nasdaq Hearings Panel hears RedCloud's appeal on Nov. 17, the same day the split takes effect. A ruling for RedCloud would keep the shares on The Nasdaq Capital Market. An adverse ruling would let the delisting process move ahead.

RedCloud says the split is meant to lift the bid price above $1.00. The shares' trading price after Nov. 17 is the figure to watch.

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