RedCloud Holdings plc — Capital/Financing Update 2025

Mar 14, 2025

CORRESP 1 filename1.htm

Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

Clear Street LLC

4 World Trade Center

150 Greenwich St., Floor 45

New York, NY 10007

As representatives of the prospective underwriters

VIA EDGAR

March 14, 2025

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention :	Ms. Jenna Hough
Re:	RedCloud Holdings plc (the
“ Company ”)
	Registration Statement on
Form F-1, as amended (Registration No. 333-283012)

Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 5:00 p.m., Eastern Time on March 18, 2025, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between February 27, 2025 and the date hereof, approximately 400 copies of the preliminary prospectus of the Company dated February 27, 2025 were distributed to prospective underwriters, dealers, institutional investors and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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Very truly yours,
As representatives of the prospective underwriters
ROTH CAPITAL PARTNERS, LLC

| By: | /s/
Lou J. Ellis |
| --- | --- |
| Name: | Lou J. Ellis |
| Title: | Managing Director, Equity Capital Markets |

CLEAR STREET LLC

| By: | /s/
Ryan Gerety |
| --- | --- |
| Name: | Ryan Gerety |
| Title: | Managing Director |

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