RedCloud (RCT) Registration Filing summary

Company overview and business model

• Operates an AI-driven Open Commerce platform connecting FMCG brands, distributors, and retailers in high-growth markets (Nigeria, South Africa, Brazil, Argentina), enabling B2B trade with data-driven insights and transaction-based revenue model.

• Platform leverages machine learning for recommendations, fraud detection, logistics, pricing, and predictive analytics, with a take rate of 1–5% on transaction value, paid by brands/distributors.

• As of Dec 31, 2024: 729 distributors, 6,765 brands, 184,713 products, and 33,767 retailers on the platform; processed $2.5B in TTV and 399,533 orders in 2024.

• Recent corporate reorganization created a new public holding company and effected a 2-for-1 reverse stock split prior to IPO.

Financial performance and metrics

• 2024 estimated revenue: $44.8M–$46.0M (up from $19.8M in 2023); TTV grew 110% to $2.5B in 2024 from $1.2B in 2023.

• Net loss for 2024 estimated at $40.5M–$43.2M (2023: $32.4M); OPEX for 2024 estimated at $83.5M–$85.0M (2023: $45.5M).

• Take rate increased to 1.8–1.9% in 2024 (2023: 1.7%).

• As of June 30, 2024: cash and cash equivalents $2.2M; stockholders' deficit $44.6M; working capital deficiency $14.2M.

• Auditor's report includes going concern warning due to recurring losses and negative cash flows.

Use of proceeds and capital allocation

• Net proceeds of ~$16.4M (at $5.00/share) to be used for: repayment of up to $5.6M debt, market expansion in Nigeria, Argentina, South Africa, Brazil, AI development, platform upgrades, and working capital.

• No current agreements for acquisitions, but may use proceeds for future M&A or technology investments.