RedCloud (RCT) Registration Filing summary

Company overview and business model

• Operates an AI-powered open commerce platform connecting FMCG brands, distributors, and retailers in emerging markets, focusing on Nigeria, South Africa, Brazil, and Argentina.

• Revenue is generated from transaction-based fees (1–5% of TTV) paid by brands and distributors; retailers pay no transaction fees.

• Platform features include AI-driven recommendations, logistics optimization, dynamic pricing, and predictive analytics.

• As of June 30, 2025, the platform had 813 distributors, 7,612 brands, 192,000+ products, and 51,460 retailers.

• Expansion plans include joint ventures in Saudi Arabia and Türkiye and further geographic growth.

Financial performance and metrics

• Revenue for the six months ended June 30, 2025 was $17.97M, up 12% from $16.08M in the prior year period.

• Net loss for the six months ended June 30, 2025 was $26.54M, compared to $23.89M in the prior year period.

• For the year ended December 31, 2024, revenue was $46.5M (up 135% YoY), with a net loss of $50.7M.

• Operating expenses for the six months ended June 30, 2025 were $37.97M, up 16% YoY, driven by increased salaries and technology investments.

• As of June 30, 2025, cash and cash equivalents were $901K, with a stockholders' deficit of $8M.

• Accumulated deficit as of June 30, 2025 was $174.97M.

• TTV for the six months ended June 30, 2025 was $1.21B, up from $944M in the prior year period.

Use of proceeds and capital allocation

• May receive up to $30M in gross proceeds from share sales to Tumim and Amiens under ELOC agreements.

• Proceeds will be used for general corporate and working capital or other purposes as determined by the board.

• No proceeds from the resale of shares by selling shareholders.