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, Argentina, and Brazil.

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

• Platform leverages AI and machine learning for recommendations, logistics, pricing, and predictive analytics, aiming to digitize and optimize B2B FMCG trade.

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

• Expansion strategy includes joint ventures in Saudi Arabia and Türkiye, with plans for 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 increased 16% YoY for the six months ended June 30, 2025, driven by higher salaries, technology, and general admin costs.

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

Use of proceeds and capital allocation

• Company will not receive proceeds from the resale of shares by selling shareholders; any proceeds from share issuance will be used for general corporate and working capital purposes as determined by the board.

• Proceeds from recent loans and private placements have been used to fund operations, repay working capital loans, and support expansion.