SCHEDULE 13D
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| CUSIP Number(s): | G71115102 |
| 1 |
Name of reporting person
Byland Christina Elisabeth | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
59,146,907.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
68.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Of the 59,146,907 ordinary shares reported as beneficially owned with sole voting and dispositive power, 9,200,000 ordinary shares are not included, as such ordinary shares are issuable upon exercise of warrants for the purchase of ordinary shares, each of which are not currently exercisable due to certain beneficial ownership limitations. (2) Row 13 is calculated based on 85,956,495 ordinary shares outstanding as of October 27, 2026
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value (pound) 0.002 per share | |
| (b) | Name of Issuer:
RedCloud Holdings plc | |
| (c) | Address of Issuer's Principal Executive Offices:
167-169 Great Portland Street, 5th Floor, London,
UNITED KINGDOM
, W1W 5PF. | |
Item 1 Comment:
EXPLANATORY NOTE: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is filed to amend the Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission on June 26, 2025 (the "Initial Schedule 13D," together with Amendments No. 1 and No. 2, the "Schedule 13D"). This Amendment No. 3 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Christina Byland (the "Reporting Person"). The Reporting Person is a shareholder of the Issuer. | |
| (b) | The address of the principal office of the Reporting Person is 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom. | |
| (c) | Retired. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of Switzerland. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented with the following: The aggregate subscription price of $7,500,000 paid by the Reporting Person to purchase 30,000,000 ordinary shares in the Issuer's private placement offering, which was consummated on October 28, 2026, was derived from the offsetting of financial liabilities of the Issuer owed to the Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
Reporting Person has no current plans relating to (a) through (j) of Item 4. The Reporting Person may, at any time and from time to time, review or reconsider her position and/or change her purpose. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See row 7 through 13 of the cover pages to this Schedule 13D. | |
| (b) | See row 7 through 13 of the cover pages to this Schedule 13D. | |
| (c) | The Reporting Person was issued 4,870,609 warrants to purchase up to 4,870,609 ordinary shares by the Issuer on May 16, 2026 in connection with the receipt of shareholder approval by the Issuer to issue the deferred warrants from the July 2025 private placement transaction to the Reporting Person. | |
| (d) | No person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Please see section "Major Shareholders and Related Party Transactions" of the Annual Report on Form 20-F, as amended, which was initially filed with the Securities and Exchange Commission on May 15, 2026. Except as described herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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