{"url_path":"/sec/rct/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","accession_number":"0001493152-26-023944","cik":"0002027360","ticker":"RCT","issuer_name":"RedCloud Holdings plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","primary_entity_key":"0002027360","primary_entity_name":"RedCloud Holdings plc"},"word_count":11774,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\nApplicable.\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nare an England and Wales public limited company and our affairs are governed by our Amended and Restated Articles of Association and\nthe Companies Act. The following are summaries of material provisions of our Amended and Restated Articles of Association and the Companies\nAct insofar as they relate to the material terms of our ordinary shares. This description does not purport to be complete and is qualified\nin its entirety by reference to the full text of our Amended and Restated Articles of Association, which is filed as an exhibit to this\nForm 20-F, and by the Companies Act.\n\n \n\n**General**\n\n \n\nThis\nsection summarizes the material rights of the holders of ordinary shares under the Companies Act, and the material provisions of the\nAmended and Restated Articles of Association.\n\n \n\n**Ordinary\nShares**\n\n \n\nEach\nordinary share has a nominal value of £0.002 per share. Each issued ordinary share will be fully paid. There is no limit to the\nnumber of ordinary shares that we are authorized to issue, as the concept of authorized capital is no longer applicable under the provisions\nof the Companies Act. Each holder of our ordinary shares is entitled to one vote per ordinary share on all matters to be voted on by\nshareholders generally. The holders of our ordinary shares are entitled to receive such dividends as are recommended by our directors\nand declared by our shareholders. There are no conversion rights, redemption provisions or sinking fund provisions relating to any ordinary\nshares.\n\n \n\nWe\nare not permitted under English law to hold our own ordinary shares unless they are repurchased by us and held in treasury. We do not\ncurrently hold any of our own ordinary shares. See *“Articles of Association”* below for additional information.\n\n \n\n**Articles\nof Association**\n\n \n\nA\nsummary of the key terms of the Amended and Restated Articles of Association is set out below. The summary below is not a complete copy\nof the terms of the Amended and Restated Articles of Association.\n\n \n\nThe\nAmended and Restated Articles of Association contain, among other things, provisions to the following effect:\n\n \n\n*Objects*\n\n \n\nNo\nobjects clause is included in the Amended and Restated Articles of Association and therefore, pursuant to the Companies Act, the objects\nof the Company are unrestricted.\n\n \n\n*Share\nRights*\n\n \n\nSubject\nto the Companies Act and any rights attaching to shares already in issue, our shares may be issued with or have attached to them any\nrights and restrictions as we may by ordinary resolution of the shareholders determine or, in the absence of any such determination,\nas our Board may determine.\n\n \n\n*Voting\nRights*\n\n \n\nSubject\nto any rights or restrictions attached to any shares from time to time, the general voting rights attaching to shares are as follows:\n\n \n\n \n●\non\na show of hands:\n\n \n\n \n○\nevery\nshareholder who is present in person shall have one vote;\n\n \n \n \n\n \n○\nevery\nproxy present who has been duly appointed by one or more shareholders entitled to vote on the resolution shall have one vote, except\nthat if the proxy has been duly appointed by more than one shareholder entitled to vote on the resolution and is instructed by one\nor more of those shareholders to vote for the resolution and by one or more others to vote against it, or is instructed by one or\nmore of those shareholders to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use\nthat discretion to vote in the other way) he shall have one vote for and one vote against the resolution; and\n\n \n\n58\n\n \n\n \n\n \n○\nevery\ncorporate representative present who has been duly authorized by a corporation shall have the same voting rights as the corporation\nwould be entitled to;\n\n \n\n \n●\non\na poll every shareholder who is present in person or by duly appointed proxy or corporate representative shall have one vote for\nevery share of which he is the holder or in respect of which his appointment of proxy or corporate representative has been made;\n\n \n \n \n\n \n●\na\nshareholder entitled to more than one vote need not, if they vote, use all their votes or cast all the votes in the same way;\n\n \n \n \n\n \n●\nin\nthe case of an equality of votes, whether on a show of hands or on a poll, no person shall have a second or casting vote; and\n\n \n \n \n\n \n●\nif\ntwo or more persons are joint holders of a share, then in voting on any question the vote of the senior who tenders a vote, whether\nin person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall\nbe determined by the order in which the names of the holders stand in the share register.\n\n \n\nThe\npreference shares shall not confer any voting rights on their holders\n\n \n\n*Restrictions\non Voting*\n\n \n\nNo\nshareholder shall be entitled to vote (either personally or by proxy) at any general meeting or at any separate class meeting in respect\nof any share held by him unless all calls or other sums payable by him in respect of that share have been paid.\n\n \n\nThe\nBoard may from time to time make calls upon the shareholders in respect of any money unpaid on their shares and each shareholder shall\n(subject to at least 14 clear days’ notice specifying the time or times and place of payment) pay at the time or times so specified\nthe amount called on their shares.\n\n \n\n*Dividends*\n\n \n\nWe\nmay, subject to the provisions of the Companies Act and the Amended and Restated Articles of Association, by ordinary resolution of shareholders\ndeclare dividends out of profits available for distribution in accordance with the respective rights of shareholders, but no such dividend\nshall exceed the amount recommended by the Board.\n\n \n\nThe\nBoard may from time to time pay shareholders such interim dividends as appears to the Board to be justified by the profits available\nfor distribution (including any dividends at a fixed rate).\n\n \n\nUnless\nand to the extent that the rights attached to any shares or the terms of issue of such shares otherwise provide, all dividends will be\ndistributed among the holders of the preference shares and the ordinary shares, so that the holders of preference shares receive a total\nof one pound in aggregate (as a class), payment of which may be made to any holder of preference shares on behalf of the class, and the\nremainder shall be distributed to the holders of our ordinary shares pro rata to their respective holdings of ordinary shares.\n\n \n\nThe\nBoard may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from\nsuch shareholder to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used\nto pay amounts owing to the Company in respect of the shares.\n\n \n\nSubject\nto any special rights attaching to or the terms of issue of any share, no dividend or other moneys payable by us on or in respect of\nany share shall bear interest against us. Any dividend unclaimed after a period of 12 years from the date such dividend became due for\npayment shall be forfeited and shall revert to us.\n\n \n\nDividends\nmay be declared or paid in any currency and the Board may decide the rate of exchange for any currency conversions that may be required,\nand how any costs involved are to be met.\n\n \n\nThe\nBoard may, by ordinary resolution of the Company, direct (or in the case of an interim dividend may without the authority of an ordinary\nresolution direct) that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular\nof paid-up shares or debentures of any other company.\n\n \n\n*Change\nof Control*\n\n \n\nThere\nis no specific provision in our Amended and Restated Articles of Association that would have the effect of delaying, deferring or preventing\na change of control.\n\n \n\n59\n\n \n\n* *\n\n*Distribution\nof assets and on Winding Up*\n\n \n\nOn\na distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus\nassets of the Company remaining after payment of its liabilities shall be applied (to the extent that the Company is lawfully permitted\nto do so):\n\n \n\n \n●\nfirst\nin paying to the holders of the preference shares, in priority to any other classes of shares, an amount per share held equal to\n£49,999.999 (provided that if there are insufficient surplus assets to pay the amounts per share equal to this amount, the\nremaining surplus assets shall be distributed to the holders of the preference shares pro rata to their respective holdings of preference\nshares); and\n\n \n \n \n\n \n●\nsecond\nin distributing the balance among the holders of our ordinary shares pro rata to their respective holdings of ordinary shares.\n\n \n\n*Variation\nof Rights*\n\n \n\nAll\nor any of the rights and restrictions attached to any class of shares issued may be varied or abrogated with the consent in writing of\nthe holders of not less than three-fourths in nominal value of the issued shares of that class or by special resolution passed at a separate\ngeneral meeting of the holders of such shares, subject to the Companies Act and the terms of their issue. The Companies Act provides\na right to object to the variation of the share capital by the shareholders who did not vote in favor of the variation. Should an aggregate\nof not less than 15% of the shareholders of the issued shares in question apply to the court to have the variation cancelled, the variation\nshall have no effect unless and until it is confirmed by the court.\n\n \n\n*Alteration\nto Share Capital*\n\n \n\nWe\nmay, by ordinary resolution of shareholders, consolidate all or any of our share capital into shares of larger amount than our existing\nshares, or sub-divide our shares or any of them into shares of a smaller amount. We may, by special resolution of shareholders, confirmed\nby the court, reduce our share capital or any capital redemption reserve or any share premium account in any manner authorized by the\nCompanies Act. We may redeem or purchase all or any of our shares.\n\n \n\n*Allotment\nof Shares and Preemption Rights*\n\n \n\nSubject\nto the Companies Act and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and\nrestrictions as we may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does\nnot make specific provision, as our Board may determine (including shares which are to be redeemed, or are liable to be redeemed at our\noption or the holder of such shares).\n\n \n\nIn\naccordance with section 551 of the Companies Act, the Board may be generally and unconditionally authorized to exercise for each prescribed\nperiod of up to five years all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security\ninto shares up to an aggregate nominal amount equal to the amount stated in the relevant ordinary resolution authorizing such allotment.\n\n \n\nIn\ncertain circumstances, our shareholders may have statutory preemptive rights under the Companies Act in respect of the allotment of new\nshares.\n\n \n\n*Transfer\nof Shares*\n\n \n\nAny\nshareholder holding shares in certificated form may transfer all or any of his shares by an instrument of transfer in any usual or common\nform or in any other manner which is permitted by the Companies Act and approved by the Board. Any written instrument of transfer shall\nbe signed by or on behalf of the transferor and (in the case of a share which is not fully paid up) the transferee.\n\n \n\nAll\ntransfers of uncertificated shares shall be made in accordance with and subject to the provisions of the Uncertificated Securities Regulations\n2001 and the facilities and requirements of its relevant system. The Uncertificated Securities Regulations 2001 permit shares to be issued\nand held in uncertificated form and transferred by means of a computer-based system.\n\n \n\nThe\nBoard may, in its absolute discretion, decline to register any transfer of any share in certificated form which is not a fully paid share.\n\n \n\nThe\nBoard may decline to recognize any instrument of transfer relating to certified shares unless:\n\n \n\n \n●\nit\nis only for one class of share;\n\n \n \n \n\n \n●\nit\nis in favor of a single transferee or no more than four joint transferees;\n\n \n \n \n\n \n●\nit\nis duly stamped (if this is required); and\n\n \n\n60\n\n \n\n \n\n \n●\nit\nis delivered for registration to our registered office (or such other place as the Board may determine), accompanied by the certificate\nfor the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor\nto make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person\nso to do).\n\n \n\nIf\nthe Board declines to register a transfer it shall, as soon as practicable and in any event within two months after the date on which\nthe transfer is lodged with the Company, send to the transferee notice of the refusal.\n\n \n\n*Annual\nGeneral Meetings*\n\n \n\nIn\naccordance with the Companies Act, we are required in each year to hold an annual general meeting in addition to any other general meetings\nin that year and to specify the meeting as such in the notice convening it. The annual general meeting shall be convened whenever the\nBoard sees fit, subject to the requirements of the Companies Act.\n\n \n\n*Notice\nof General Meetings*\n\n \n\nIn\naccordance with the Companies Act, we are required to provide at least 21 clear days’ notice for an annual general meeting and\nany resolutions to be proposed at the meeting. At least 14 clear days’ notice is required for any other general meeting. In addition,\ncertain matters, such as the removal of directors or auditors, require special notice, which is 28 clear days’ notice. The shareholders\nof a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of\nthose entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority\nin number of the shareholders having a right to attend and vote at the meeting, being a majority who together hold not less than 95%\nin nominal value of the shares giving a right to attend and vote at the meeting. The notice of a general meeting must state the place,\ndate and time of the meeting and the general nature of the business to be dealt with at the meeting.\n\n \n\n*Quorum\nof General Meetings*\n\n \n\nNo\nbusiness shall be transacted at any general meeting unless a quorum is present. At least two shareholders present in person or by proxy\nand entitled to attend and vote shall be a quorum for all purposes.\n\n \n\n*Class\nMeetings*\n\n \n\nThe\nprovisions in our Amended and Restated Articles of Association relating to general meetings apply to every separate general meeting of\nthe holders of a class of shares except that:\n\n \n\n \n●\nthe\nquorum for such class meeting shall be two holders in person or by proxy representing not less than one-third in nominal value of\nthe issued shares of the class (excluding any shares held in treasury); and\n\n \n \n \n\n \n●\nif\nat any adjourned meeting of such holders a quorum is not present at the meeting, one holder of shares of the class present in person\nor by proxy at an adjourned meeting constitutes a quorum.\n\n* *\n\n*Number\nof Directors*\n\n \n\nWe\nmay not have less than two directors or more than ten directors on the Board. We may, by ordinary resolution of the shareholders, vary\nthe minimum and/or maximum number of directors from time to time.\n\n \n\n*Appointment\nof Directors, Classification and Reappointment of Directors.*\n\n \n\nSubject\nto our Amended and Restated Articles of Association and the Companies Act, the Company may by ordinary resolution appoint a person who\nis willing to act as a director and the Board shall have power at any time to appoint any person who is willing to act as a director,\nin both cases either to fill a vacancy or as an addition to the existing Board, provided the total number of directors shall not exceed\nthe maximum number of ten.\n\n \n\n*Directors’\nInterests*\n\n \n\nThe\ndirectors may authorize, to the fullest extent permitted by law, any matter or situation proposed to them which would or might otherwise\nresult in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts,\nor possibly may conflict, with our interests. A director shall not, save as otherwise agreed by him, be accountable to us for any remuneration,\nprofit or other benefit which he derives from any matter authorized by the directors or by the shareholders in general meeting and no\ncontract, arrangement or transaction shall be liable to be avoided on any such grounds.\n\n \n\nSubject\nto the requirements under sections 175, 177 and 182 of the Companies Act, a director who is in any way, whether directly or indirectly,\ninterested in a proposed or existing transaction or arrangement with us shall declare the nature of his interest at a meeting of the\ndirectors.\n\n \n\n61\n\n \n\n \n\nA\ndirector shall not vote in respect of any transactions or, arrangement with the Company in which he has an interest, and which may reasonably\nbe regarded as likely to give rise to a conflict of interest. A director shall not be counted in the quorum at a meeting in relation\nto any resolution on which he is debarred from voting.\n\n \n\nA\ndirector shall be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters:\n\n \n\n \n●\nin\nwhich they have an interest of which they are not aware or which they cannot reasonably be regarded as likely to give rise to a conflict\nof interest;\n\n \n \n \n\n \n●\nin\nwhich they have an interest only by virtue of interests in shares or debentures or other securities of the Company, or by reason\nof any other interest in or through the Company;\n\n \n \n \n\n \n●\nwhich\ninvolves the giving of any security, guarantee or indemnity to the director or any other person in respect of:\n\n \n\n \n○\nmoney\nlent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary\nundertakings; or\n\n \n \n \n\n \n○\na\ndebt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole\nor part under a guarantee or indemnity or by the giving of security;\n\n \n\n \n●\nconcerning\nan offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings, in which offer the\ndirector is or may be entitled to participate as a holder of securities, or in the underwriting or sub-underwriting of which the\ndirector is to participate;\n\n \n \n \n\n \n●\nrelating\nto any other body corporate in which he is interested, directly or indirectly and whether as a director or other officer, shareholder,\ncreditor, employee or otherwise, provided that he (together with persons connected with him) does not hold an interest in shares\n(as that term is defined in sections 820 to 825 of the Companies Act) representing one per cent. or more of either any class of the\nequity share capital, or the voting rights in such body corporate;\n\n \n \n \n\n \n●\nrelating\nto a pension, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme\nwhich has been approved by HMRC or is conditional upon such approval or does not award him any privilege or benefit not awarded to\nthe employees to whom such scheme relates;\n\n \n \n \n\n \n●\nconcerning\nthe purchase or maintenance by the Company of insurance for any liability for the benefit of directors or for the benefit of persons\nincluding directors;\n\n \n \n \n\n \n●\nconcerning\nthe giving of indemnities in favor of directors;\n\n \n \n \n\n \n●\nconcerning\nthe funding of expenditure by any director or directors on (i) defending criminal, civil or regulatory proceedings or actions against\nhim or them, (ii) in connection with an application to the court for relief under sections 661(3) or (4) or 1157 of the Companies\nAct or otherwise or (iii) defending him or them in any regulatory investigations, or the doing of anything to enable any director\nor directors to avoid incurring such expenditure; or\n\n \n \n \n\n \n●\nin\nrespect of which their interest, or the interest of directors generally, has been authorized by ordinary resolution.\n\n \n\nIf\na question arises at a meeting of the Board or of a committee of the Board as to the right of a director to vote or be counted in the\nquorum, and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the\nquestion shall be determined by the Chairperson and his ruling in relation to any director other than himself shall be final and conclusive\nexcept in a case where the nature or extent of the interest of the director (so far as known to him) concerned has not been fairly disclosed.\nIf the question arises about the Chairperson, the question must be directed to the directors or committee members (excluding the Chairperson).\nThe Chairperson cannot vote on the question but can be counted in the quorum. The directors’ resolution about the Chairperson is\nfinal and conclusive, unless the nature and extent of the Chairperson’s interests have not been fairly disclosed to the directors.\n\n \n\n*Directors’\nFees and Remuneration*\n\n \n\nEach\nof the directors shall be paid a fee at such rate as may from time to time be determined by the Board (or for the avoidance of doubt\nany duly authorized committee of the Board) provided that the aggregate of all such fees so paid to directors shall not exceed £750,000\nper annum (exclusive of value added tax, if applicable) in aggregate or such higher amount as may from time to time be determined by\nordinary resolution of the shareholders.\n\n \n\n62\n\n \n\n \n\nThe\nBoard may repay to any director all such reasonable expenses as they may properly incur in attending and returning from meetings of the\nBoard or of any committee of the Board or shareholders’ meetings or otherwise in connection with the performance of his duties\nas a director of the Company.\n\n \n\nAny\ndirector who is appointed to any executive office or who serves on any committee or who otherwise performs services which in the opinion\nof the directors are outside the scope of the ordinary duties of a director, may be paid such extra remuneration by way of salary, commission,\nor otherwise as the directors may determine.\n\n \n\n*Borrowing\nPowers*\n\n \n\nSubject\nto our Amended and Restated Articles of Association and the Companies Act, the Board may exercise all the powers of the Company to borrow\nmoney, to give guarantees and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital, and\nto issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company\nor of any third party.\n\n \n\n*Indemnity*\n\n \n\nEvery\ndirector or other officer of our group may be indemnified by the Company against all costs, charges, expenses, losses and liabilities\nsustained or incurred by them in connection with that director’s or officer’s duties or powers in relation to the Company\nor other members of our group. See also *“Indemnification of directors and officers”* in Part II below.\n\n \n\n**Other\nUnited Kingdom Law Considerations**\n\n \n\n**Mandatory\nPurchases and Acquisitions**\n\n \n\nPursuant\nto Sections 979 to 991 of the Companies Act, where a takeover offer has been made for us and the offeror has acquired or unconditionally\ncontracted to acquire not less than 90% in value of the shares to which the offer relates and not less than 90% of the voting rights\ncarried by those shares, the offeror may give notice to the holder of any shares to which the offer relates which the offeror has not\nacquired or unconditionally contracted to acquire that he wishes to acquire, and is entitled to so acquire, those shares on the same\nterms as the general offer. The offeror would do so by sending a notice and statutory declaration stating that the conditions of the\nnotice are satisfied to the outstanding minority shareholders telling them that it will compulsorily acquire their shares.\n\n \n\nSuch\nnotice must be sent within three months of the last day on which the offer can be accepted in the prescribed manner or if earlier, and\nthe offer is not one to which the City Code applies, within the period of six months beginning with the date of the offer. The squeeze-out\nof the minority shareholders can be completed at the end of six weeks from the date the notice has been given, following which the offeror\ncan execute a transfer of the outstanding shares in its favor and pay the consideration to us, and we would hold the consideration on\ntrust for the outstanding minority shareholders. The consideration offered to the outstanding minority shareholders whose shares are\ncompulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover\noffer.\n\n \n\nIf\na takeover is structured as a scheme of arrangement pursuant to Part 26 of the Companies Act, the scheme, and therefore takeover, would\nneed to be approved by a majority in number representing 75% in value of the shareholders of each class of shareholders voting, whether\nin person or by proxy. If approved, the scheme, and therefore takeover, would be binding on 100% of the shareholders of the relevant\nclass(es).\n\n \n\n**Sell\nOut**\n\n \n\nThe\nCompanies Act also gives our minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover\noffer for all of our shares. The holder of shares to which the offer relates, and who has not otherwise accepted the offer, may require\nthe offeror to acquire his shares if, prior to the expiry of the acceptance period for such offer, (i) the offeror has acquired or agreed\nto acquire not less than 90% in value of the voting shares, and (ii) not less than 90% of the voting rights carried by those shares.\nThe offeror may impose a time limit on the rights of minority shareholders to be bought out that is not less than three months after\nthe end of the acceptance period. If a shareholder exercises his rights to be bought out, the offeror is required to acquire those shares\non the terms of this offer or on such other terms as may be agreed.\n\n \n\n**UK\nCity Code on Takeovers and Mergers**\n\n \n\nThe\nCompany is a public limited company incorporated in, and with its registered office in, the United Kingdom but its securities are not\nadmitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel\nIslands or the Isle of Man). The City Code shall only apply to the Company if it is considered by the Panel to have its place of central\nmanagement and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”.\nThe way in which the test for central management and control is applied for the purposes of the City Code may be different from the way\nin which it is applied by the United Kingdom tax authorities, HMRC. For the purposes of determining where the Company has its place of\ncentral management and control, the Panel will consider, among other things, the structure of the Board, the functions of the directors\nof the Board and where they are resident.\n\n \n\n63\n\n \n\n \n\nThe\nmajority of the Board currently resides outside of the United Kingdom, the Channel Islands and the Isle of Man. Based upon the structure\nof the Board and management structure and the Company’s intended plans for directors and management, for the purposes of the City\nCode, the Company is considered to have its place of central management and control outside the United Kingdom, the Channel Islands or\nthe Isle of Man. Accordingly, the City Code is not expected to apply to the Company. It is possible that in the future circumstances,\nand in particular the Board composition, could change which may cause the City Code to apply to the Company. The City Code provides a\nframework within which takeovers of companies subject to it are conducted. In particular, the City Code contains certain rules in respect\nof mandatory offers. Under Rule 9 of the City Code, if a person:\n\n \n\n \n(a)\nacquires,\nwhether by a series of transactions over a period of time or not, an interest in our shares which, when taken together with shares\nin which he or persons acting in concert with him are interested, carries 30% or more of the voting rights of our shares (which percentage\nis treated by the City Code as the level at which effective control is obtained); or\n\n \n \n \n\n \n(b)\nwho,\ntogether with persons acting in concert with him, is interested in shares that in the aggregate carry not less than 30% and not more\nthan 50% of the voting rights in us, acquires additional interests in shares that increase the percentage of shares carrying voting\nrights in which that person is interested\n\n \n\nthe\nacquirer, and depending on the circumstances, its concert parties would be required (except with the consent of the Panel) to make a\ncash offer to all other shareholders for all of their shares in our capital at a price not less than the highest price paid for any interests\nin the shares by the acquirer or its concert parties during the 12 months before the offer was announced.\n\n \n\n**Disclosure\nof Interests in Shares**\n\n \n\nPursuant\nto Part 22 of the Companies Act, we are empowered by notice in writing to any person whom we know or have reasonable cause to believe\nto be interested in our shares, or at any time during the three years immediately preceding the date on which the notice is issued has\nbeen so interested, requiring such person within a reasonable time to disclose to us particulars of that person’s interest and\n(so far as is within his knowledge) particulars of any other interest that subsists or subsisted in those shares.\n\n \n\n**Purchase\nof Own Shares**\n\n \n\nUnder\nEnglish law, a limited company may only purchase or redeem its own shares out of the distributable profits of the Company or the proceeds\nof a fresh issue of shares made for the purpose of financing the purchase, provided that they are not restricted from doing so by their\narticles. A limited company may not purchase or redeem its own shares if, as a result of the purchase, there would no longer be any issued\nshares of the Company other than redeemable shares or shares held as treasury shares. Shares must be fully paid in order to be repurchased.\n\n \n\nSubject\nto the foregoing, because the Nasdaq is not a “recognized investment exchange” under the Companies Act, the Company may purchase\nits fully paid shares only pursuant to a purchase contract authorized by ordinary resolution of the holders of Shares before the purchase\ntakes place. Any authority will not be effective if any shareholder from whom the Company proposes to purchase shares votes on the resolution\nand the resolution would not have been passed if such shareholder had not done so. The resolution authorizing the purchase must:\n\n \n\n \n●\nspecify\nthe maximum number of shares authorized to be acquired;\n\n \n \n \n\n \n●\ndetermine\nthe maximum and minimum prices that may be paid for the shares; and\n\n \n \n \n\n \n●\nspecify\na date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.\n\n** **\n\n**Distributions\nand Dividends**\n\n \n\nUnder\nthe Companies Act, before a company can lawfully make a distribution or dividend, it must ensure that it has sufficient distributable\nreserves (on a non-consolidated basis). The basic rule is that a company’s profits available for the purpose of making a distribution\nare its accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized\nlosses, so far as not previously written off in a reduction or reorganization of capital duly made. The requirement to have sufficient\ndistributable reserves before a distribution or dividend can be paid applies to us and to each of our subsidiaries that has been incorporated\nunder English law.\n\n \n\nIt\nis not sufficient that we, as a public company, have made a distributable profit for the purpose of making a distribution. An additional\ncapital maintenance requirement is imposed on us to ensure that the net worth of the Company is at least equal to the amount of its capital.\nA public company can only make a distribution:\n\n \n\n \n●\nif,\nat the time that the distribution is made, the amount of its net assets (that is, the total excess of assets over liabilities) is\nnot less than the total of its called up share capital and undistributable reserves; and\n\n \n \n \n\n \n●\nif,\nand to the extent that, the distribution itself, at the time that it is made, does not reduce the amount of the net assets to less\nthan that total.\n\n \n\n64\n\n \n\n** **\n\n**C.\nMaterial Contracts**\n\n \n\nNot\nApplicable.\n\n \n\n**D.\nExchange Controls**\n\n \n\nThere\nare no governmental laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital,\nincluding the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other\npayments by us to non-resident holders of our ordinary shares, other than withholding tax requirements. There is no limitation imposed\nby English law or in the Amended and Restated Articles of Association on the right of non-residents to hold or vote shares.\n\n \n\n**E.\nTaxation**\n\n \n\nThe\nfollowing discussion is based on U.S. and United Kingdom tax law, statutes, treaties, regulations, rulings and decisions all as of the\ndate of this annual report. Taxation laws are subject to change, from time to time, and no representation is or can be made as to whether\nsuch laws will change, or what impact, if any, such changes would have on the statements contained in this summary. No assurance can\nbe given that proposed amendments will be enacted as proposed, or that legislative or judicial changes, or changes in administrative\npractice, will not modify or change the law as described herein.\n\n \n\nThis\nsummary is of a general nature only. It does not constitute legal or tax advice nor does it discuss all aspects of United Kingdom taxation\nthat may be relevant to any particular UK Holder (as defined below) or U.S. Holder of ordinary shares.\n\n \n\nThis\nsummary does not discuss all aspects of United Kingdom and U.S. federal income taxation that may be relevant to a particular holder of\nour ordinary shares in light of the holder’s own circumstances or to certain types of investors subject to special treatment under\napplicable tax laws (for example, financial institutions, life insurance companies, tax-exempt organizations, and non-U.S. taxpayers)\nand it does not discuss any tax consequences arising under the laws of taxing jurisdictions other than the United Kingdom and the U.S.\nfederal government. The tax treatment of holders of our ordinary shares may vary depending upon each holder’s own particular situation.\n\n \n\n**Certain\nUnited States Taxation Matters**\n\n \n\nThe\nfollowing is a discussion of certain material United States federal income tax considerations relating to the acquisition, ownership,\nand disposition of our ordinary shares by a U.S. Holder, as defined below, that acquires our ordinary shares and holds our ordinary shares\nas “capital assets” (generally, property held for investment) under the Code. This discussion is based on existing United\nStates federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has\nbeen sought from the IRS with respect to any United States federal income tax consequences described below, and there can be no assurance\nthat the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income\ntaxation that may be important to particular investors in light of their individual circumstances, including investors subject to special\ntax rules (such as, for example, certain financial institutions, insurance companies, regulated investment companies, real estate investment\ntrusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships (or other entities treated as partnerships\nfor United States federal income tax purposes) and their partners, tax-exempt organizations (including private foundations)), investors\nwho are not U.S. Holders, investors that own (directly, indirectly, or constructively) 5% or more of our voting shares, investors that\nhold their ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction), investors that\nare subject to the applicable financial statement accounting rules under Section 451(b) of the Code, or investors that have a functional\ncurrency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In\naddition, this discussion does not address any tax laws other than the United States federal income tax laws, including any state, local,\nalternative minimum tax or non-United States tax considerations, or the Medicare tax on unearned income. Each potential investor is urged\nto consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations\nof an investment in our ordinary shares.\n\n \n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for United States federal\nincome tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated\nas a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any\nstate thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal\nincome tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of\na United States court and which has one or more United States persons who have the authority to control all substantial decisions of\nthe trust or (B) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\nIf\na partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ordinary\nshares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.\nPartnerships and partners of a partnership holding our ordinary shares are urged to consult their tax advisors regarding an investment\nin our ordinary shares.\n\n \n\n65\n\n \n\n \n\nThe\ndiscussion set forth below is addressed only to U.S. Holders of our ordinary shares. Prospective purchasers are urged to consult their\nown tax advisors about the application of U.S. federal income tax law to their particular circumstances as well as the state, local,\nforeign and other tax consequences to them of the purchase, ownership and disposition of our ordinary shares.\n\n \n\n**Taxation\nof Dividends and Other Distributions on our Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, distributions of cash or other property made by us to you with respect\nto the ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend\nincome on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings\nand profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not\nbe eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith\nrespect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable\nto qualified dividend income, provided that (1) the ordinary shares are readily tradable on an established securities market in the United\nStates, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange\nof information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which\nthe dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to consult your\ntax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares, including the effects\nof any change in law after the date of this annual report.\n\n \n\nTo\nthe extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal\nincome tax principles), it will be treated first as a tax-free return of your tax basis in your ordinary shares, and to the extent the\namount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings\nand profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a\ndividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described\nabove.\n\n \n\n**Taxation\nof Dispositions of Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other\ntaxable disposition of ordinary shares equal to the difference between the amount realized (in U.S. dollars) for the ordinary shares\nand your tax basis (in U.S. dollars) in the ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate\nU.S. Holder, including an individual U.S. Holder, who has held the ordinary shares for more than one year, you may be eligible for reduced\ntax rates on any such capital gains. The deductibility of capital losses is subject to limitations.\n\n \n\n**Passive\nForeign Investment Company**\n\n \n\nA\nnon-U.S. corporation is considered a PFIC for any taxable year if either:\n\n \n\n \n●\nat\nleast 75% of its gross income for such taxable year is passive income; or\n\n \n \n \n\n \n●\nat\nleast 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable\nto assets that produce or are held for the production of passive income (the “asset test”).\n\n \n\nThe\ndetermination of PFIC status is inherently factual and may depend on the composition of the Company’s income and assets in future\nperiods, which may not be within the Company’s control. Passive income generally includes dividends, interest, rents and royalties\n(other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.\nWe will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation\nin which we own, directly or indirectly, at least 25% (by value) of the shares. In determining the value and composition of our assets\nfor purposes of the PFIC asset test, (1) the cash we raised in the IPO will generally be considered to be held for the production of\npassive income and (2) the value of our assets must be determined based on the market value of our ordinary shares from time to time,\nwhich could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised\nin the IPO) on any particular quarterly testing date for purposes of the asset test.\n\n \n\nWe\nmust make a separate determination each year as to whether we are a PFIC. Taking into account the cash we raised in the IPO, together\nwith any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent\ntaxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following\nthe end of any particular tax year. Because the value of our assets for purposes of the asset test will generally be determined based\non the market price of our ordinary shares and because cash is generally considered to be an asset held for the production of passive\nincome, our PFIC status will depend in large part on the market price of our ordinary shares and the amount of cash we raise in this\noffering. Accordingly, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, the application\nof the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how,\nand how quickly, we spend the cash we raised in the IPO. We are under no obligation to take steps to reduce the risk of our being classified\nas a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price\nof our ordinary shares from time to time) that may not be within our control. If we are a PFIC for any year during which you hold ordinary\nshares, we will continue to be treated as a PFIC for all succeeding years during which you hold ordinary shares. However, if we cease\nto be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of\nthe adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the ordinary shares.\n\n \n\n66\n\n \n\n \n\nIf\nwe are a PFIC for your taxable year(s) during which you hold ordinary shares, you will be subject to special tax rules with respect to\nany “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge)\nof the ordinary shares, unless you make a “mark-to-market” election or a “qualified electing fund” election (as\ndiscussed below). Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received\nduring the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution.\nIn addition, any gain recognized on a taxable disposition of the ordinary shares will be treated in the same manner as if such gain were\nan excess distribution. Under these special tax rules:\n\n \n\n \n●\nthe\nexcess distribution or gain will be allocated ratably over your holding period for the ordinary shares;\n\n \n \n \n\n \n●\nthe\namount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable\nyear in which we were a PFIC, will be treated as ordinary income, and\n\n \n \n \n\n \n●\nthe\namount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest\ncharge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nThe\ntax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by\nany net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as\ncapital, even if you hold the ordinary shares as capital assets.\n\n \n\nA\nU.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect\nout of the tax treatment discussed above. If you make a mark-to-market election for the first taxable year during which you hold (or\nare deemed to hold) ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount\nequal to the excess, if any, of the fair market value of the ordinary shares as of the close of such taxable year over your adjusted\nbasis in such ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss\nfor the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year.\nHowever, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income\nfor prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other\ndisposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the\nactual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market\ngains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or\nloss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs\nwould apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above\nunder “— Taxation of Dividends and Other Distributions on our ordinary shares” generally would not apply.\n\n \n\nThe\nmark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis\nquantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market\n(as defined in applicable U.S. Treasury regulations), including Nasdaq. If the ordinary shares are regularly traded on Nasdaq and if\nyou are a holder of ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.\n\n \n\nAlternatively,\na U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of\nthe tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally\ninclude in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the\ntaxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information\nregarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide\nthe information that would enable you to make a qualified electing fund election. If you hold ordinary shares in any taxable year in\nwhich we are a PFIC, you will be required to file IRS Form 8621 in each such year and provide certain annual information regarding such\nordinary shares, including regarding distributions received on the ordinary shares and any gain realized on the disposition of the ordinary\nshares.\n\n \n\nIf\nyou do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period\nyou hold our ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we\ncease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging\nelection” creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which we\nare treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating\nthe gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the\nfair market value of the ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which\nnew holding period will begin the day after such last day) in your ordinary shares for tax purposes.\n\n \n\n67\n\n \n\n \n\nYou\nare urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the\nelections discussed above.\n\n \n\n**Global\nMinimum Tax (Pillar Two)**\n\n** **\n\nThe\nCompany operates in multiple jurisdictions and may be subject to evolving global tax frameworks, including the OECD’s Pillar Two\nglobal minimum tax rules. The impact of these rules will depend on the implementation of local legislation in the jurisdictions in which\nthe Company operates. The Company continues to monitor these developments and does not currently expect a material impact, although this\nassessment may change as further guidance becomes available.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nDividend\npayments with respect to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject\nto information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder\nwho furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise\nexempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification\non IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and\nbackup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions\neffected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such\nbrokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nUnder\nthe Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary\nshares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions),\nby attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which\nthey hold ordinary shares.\n\n \n\n**THE\nU.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOU DEPENDING\nUPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE OWNERSHIP\nAND DISPOSITION OF ORDINARY SHARES AND WARRANTS, AS APPLICABLE, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER\nTAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.**\n\n \n\n**Certain\nUnited Kingdom Tax Considerations**\n\n \n\nThe\nfollowing is a general summary of certain United Kingdom tax considerations relating to the ownership and disposal of our ordinary shares\nand does not address all possible tax consequences relating to an investment in our ordinary shares. It is based on United Kingdom tax\nlaw and the generally published HMRC practice as of the date of this annual report, both of which are subject to change, possibly with\nretrospective effect. A United Kingdom tax year runs from April 6th in any year to April 5th in the following year for individuals and\nfrom April 1st to March 31st for corporation taxpayers.\n\n \n\nSave\nas provided otherwise, this summary applies only to a person who is the absolute beneficial owner of our ordinary shares and who is resident\n(and, in the case of an individual, domiciled) in the United Kingdom for tax purposes and who is not resident for tax purposes in any\nother jurisdiction and does not have a permanent establishment or fixed base in any other jurisdiction with which the holding of our\nordinary shares is connected (a “UK Holder”). A person who is not a UK Holder, including a person (a) who is not resident\n(or, if resident, is not domiciled) in the United Kingdom for tax purposes, including an individual and company who trades in the United\nKingdom through a branch, agency or permanent establishment in the United Kingdom to which an ordinary share is attributable, or (b)\nwho is resident or otherwise subject to tax in a jurisdiction outside the United Kingdom, is recommended to seek the advice of professional\nadvisors in relation to their taxation obligations.\n\n \n\n68\n\n \n\n \n\nThis\nsummary is for general information only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular\ninvestor. It does not address all of the tax considerations that may be relevant to specific investors in light of their particular circumstances\nor to investors subject to special treatment under United Kingdom tax law. In particular this summary:\n\n \n\n \n●\nonly\napplies to an absolute beneficial owner of our ordinary shares and any dividend paid in respect of that ordinary share where the\ndividend is regarded for United Kingdom tax purposes as that person’s own income (and not the income of some other person);\nand\n\n \n \n \n\n \n●\n(a)\nonly addresses the principal United Kingdom tax consequences for an investor who holds our ordinary shares as a capital asset, (b)\ndoes not address the tax consequences that may be relevant to certain special classes of investor such as a dealer, broker or trader\nin shares or securities and any other person who holds our ordinary shares otherwise than as an investment, (c) does not address\nthe tax consequences for a holder that is a financial institution, insurance company, collective investment scheme, pension scheme,\ncharity or tax-exempt organization, (d) assumes that a holder is not an officer or employee of the Company (nor of any related company)\nand has not (and is not deemed to have) acquired the ordinary shares by virtue of an office or employment, and (e) assumes that a\nholder does not control or hold (and is not deemed to control or hold), either alone or together with one or more associated or connected\npersons, directly or indirectly, an interest of 10% or more in the issued share capital (or in any class thereof), voting power,\nrights to profits or capital of the Company, and is not otherwise connected with the Company.\n\n \n\n**Taxation\nof Dividends**\n\n \n\n*Income\nTax.* An individual holder of our ordinary shares who is not a UK Holder will not be chargeable to United Kingdom income tax on a\ndividend paid by the Company, unless such holder carries on (whether solely or in partnership) a trade, profession or vocation in the\nUnited Kingdom through a branch or agency in the United Kingdom to which the ordinary shares are attributable. In these circumstances,\nsuch holder may, depending on his or her individual circumstances, be chargeable to United Kingdom income tax on a dividend received\nfrom the Company.\n\n \n\nA\ndividend received by individual UK Holders will be subject to United Kingdom income tax. The rate of United Kingdom income tax that is\nchargeable on dividends received in the tax year 2024/2025 by an individual UK Holder who is (i) an additional rate taxpayer is 39.35%,\n(ii) a higher rate taxpayer is 33.75%, and (iii) a basic rate taxpayer is 8.75%. An individual UK Holder may be entitled to a tax-free\ndividend allowance (in addition to their personal allowance) of £500 for the tax year 2024/2025, being the amount of dividend income\nthat the relevant individual can receive before United Kingdom income tax is payable. Dividends within the dividend allowance will still\ncount towards the relevant individual’s basic, higher or additional rate bands, however. An individual’s dividend income\nis treated as the top slice of their total income that is chargeable to United Kingdom income tax. Dividends which are covered by an\nindividual’s personal income tax allowance do not count towards and are ignored for the dividend allowance. The dividend allowance\nand applicable rates are subject to change in future tax years.\n\n \n\n*Corporation\nTax.*A UK Holder within the charge to United Kingdom corporation tax may be entitled to exemption from United Kingdom corporation\ntax in respect of dividend payments in respect of an ordinary share. If the conditions for the exemption are not satisfied or such UK\nHolder elects for an otherwise exempt dividend to be taxable, United Kingdom corporation tax will be chargeable on the dividend. The\nmain rate of corporation tax of 25% applies to companies with profits in excess of £250,000. A lower rate of corporation tax of\n19% applies to companies with profits of up to £50,000, and a marginal scaled rate between 19% and 25% will apply to companies\nwith profits between £50,000 and £250,000. If potential investors are in any doubt as to their position, they should consult\ntheir own professional advisers.\n\n \n\nA\ncorporate holder of our ordinary shares that is not a UK Holder will not be subject to United Kingdom corporation tax on a dividend received\nfrom the Company, unless it carries on a trade in the United Kingdom through a permanent establishment to which the ordinary shares are\nattributable. In these circumstances, such holder may, depending on its individual circumstances and if the exemption from United Kingdom\ncorporation tax discussed above does not apply, be chargeable to United Kingdom corporation tax on dividends received from the Company.\n\n \n\n**Taxation\nof Disposals**\n\n \n\n*UK\nHolders*. A disposal or deemed disposal of our ordinary shares by an individual UK Holder may, depending on his or her individual\ncircumstances, give rise to a chargeable gain or to an allowable loss for the purpose of United Kingdom capital gains tax. The principal\nfactors that will determine the capital gains tax position on a disposal of our ordinary shares are the extent to which the holder realizes\nany other capital gains in the tax year in which the disposal is made, the extent to which the holder has incurred capital losses in\nthat or any earlier tax year and the level at which the annual exempt amount for United Kingdom capital gains tax (the “annual\nexempt amount”) is set by the United Kingdom government for that tax year. The annual exempt amount for the 2024/2025 tax year\nis £3,000. If, after all allowable deductions, an individual UK Holder’s total taxable income for the relevant tax year exceeds\nthe basic rate income tax limit, a taxable capital gain accruing on a disposal of an ordinary share is taxed at the rate of 24%. In other\ncases, a taxable capital gain accruing on a disposal of our ordinary shares for individual UK Holders may be taxed. Capital gains tax\nrates and thresholds are subject to change, and investors should consult current legislation applicable at the time of disposal.\n\n \n\nAn\nindividual UK Holder who ceases to be resident in the United Kingdom (or who fails to be regarded as resident in a territory outside\nthe United Kingdom for the purposes of double taxation relief) for a period of less than five calendar years and who disposes of our\nordinary shares during that period of temporary non-United Kingdom residence may be liable to United Kingdom capital gains tax on a chargeable\ngain accruing on such disposal on his or her return to the United Kingdom (or upon ceasing to be regarded as resident outside the United\nKingdom for the purposes of double taxation relief) (subject to available exemptions or reliefs).\n\n \n\n69\n\n \n\n \n\nA\ndisposal (or deemed disposal) of ordinary shares by a corporate UK Holder may give rise to a chargeable gain or an allowable loss for\nsuch holder for the purpose of United Kingdom corporation tax. The main rate of corporation tax of 25% applies to companies with profits\nin excess of £250,000. A lower rate of corporation tax of 19% applies to companies with profits of up to £50,000, and a marginal\nscaled rate between 19% and 25% will apply to companies with profits between £50,000 and £250,000. If potential investors\nare in any doubt as to their position, they should consult their own professional advisers.\n\n \n\nAny\ngain or loss in respect of currency fluctuations over the period of holding ordinary shares is also brought into account on a disposal.\n\n \n\n*Non-UK\nHolders*. An individual holder who is not a UK Holder will not be liable to United Kingdom capital gains tax on capital gains realized\non the disposal of ordinary shares unless such holder carries on (whether solely or in partnership) a trade, profession or vocation in\nthe UK through a branch or agency in the United Kingdom to which the ordinary shares are attributable. In these circumstances, such holder\nmay, depending on his or her individual circumstances, be chargeable to United Kingdom capital gains tax on chargeable gains arising\nfrom a disposal of his or her ordinary shares.\n\n \n\nA\ncorporate holder of ordinary shares that is not a UK Holder will not be liable for United Kingdom corporation tax on chargeable gains\nrealized on the disposal of ordinary shares unless it carries on a trade in the United Kingdom through a permanent establishment to which\nthe ordinary shares are attributable. In these circumstances, a disposal (or deemed disposal) of ordinary shares by such holder may give\nrise to a chargeable gain or an allowable loss for the purposes of United Kingdom corporation tax.\n\n \n\n**Inheritance\nTax**\n\n \n\nThe\nordinary shares will be assets situated in the United Kingdom for the purposes of United Kingdom inheritance tax. A gift of such assets\nby, or the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to\nUnited Kingdom inheritance tax, even if the holder is neither domiciled in the United Kingdom nor deemed to be domiciled there (under\ncertain rules relating to long residence or previous domicile).\n\n \n\n**Stamp\nDuty and Stamp Duty Reserve Tax**\n\n \n\nThe\nUnited Kingdom stamp duty, and stamp duty reserve tax, (“SDRT”), treatment of the issue and transfer of, and the agreement\nto transfer, an ordinary share outside a depositary receipt system or a clearance service is discussed in the paragraphs under “*General*”\nbelow. The stamp duty and SDRT treatment of such transactions in relation to such systems is discussed in the paragraphs under *“Depositary\nReceipt Systems and Clearance Services”* below.\n\n \n\n*General*\n\n \n\nAn\nagreement to transfer an ordinary share will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of the\nconsideration payable for the transfer. SDRT is, in general, payable by the purchaser.\n\n \n\nThe\ntransfer of an ordinary share would be subject to stamp duty at the rate of 0.5% of the consideration given for the transfer (rounded\nup to the next £5). The purchaser is liable to HMRC for the payment of the stamp duty (if any). No stamp duty would arise on the\nissue of ordinary shares.\n\n \n\nIf\na duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or,\nif the agreement is conditional, the date on which the agreement becomes unconditional), any SDRT already paid is generally repayable,\nnormally with interest, and any SDRT charge yet to be paid is canceled to avoid a double charge as the stamp duty has been paid.\n\n \n\n*Depositary\nReceipt Systems and Clearance Services*\n\n \n\nWith\neffect from January 1, 2024, the 1.5% stamp duty and SDRT charge on the issue of securities (which was previously disapplied by European\nUnion case law and Council Directive) was removed from the UK statute books by the way of a provisional resolution by the UK Parliament\ngiving temporary effect to draft legislation which was subsequently passed into law by the Finance Act 2024 on February 22, 2024.\n\n \n\nWhere\nan ordinary share is transferred (i) to, or to a nominee for, a person whose business is or includes the provision of clearance services\nor (ii) to, or to a nominee for, a person whose business is or includes issuing depositary receipts and that transfer is not integral\nto the raising of new capital by the Company, stamp duty or SDRT would generally be chargeable at the rate of 1.5% of the amount or value\nof the consideration given or, in certain circumstances, the value of the shares. However, with effect from January 1, 2024, transfers\nof securities which are an “exempt capital-raising” transfer (broadly being transfers in the course of arrangements pursuant\nto which securities are issued by a company for the purpose of raising new capital), transfers of securities which are an “exempt\nlisting” transfer (broadly being transfers in the course of qualifying listing arrangements (i.e., a first listing on certain recognized\nstock exchanges) where the beneficial ownership of the securities does not change), and transfers of shares out of treasury are all excluded\nfrom the 1.5% stamp duty or SDRT charge.\n\n \n\n70\n\n \n\n \n\nAny\nliability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer\nwithin such a service, which does arise, will strictly be accountable to HMRC by the clearance service or depositary receipt system operator\nor their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt\nsystem.\n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nNot\nApplicable.\n\n \n\n**G.\nStatement by Experts**\n\n \n\nNot\nApplicable.\n\n \n\n**H.\nDocuments on Display**\n\n \n\nWe\nare subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will file reports, registration\nstatements and other information with the SEC. Our reports, registration statements and other information can be inspected on the SEC’s\nwebsite at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by\nthe SEC at the following location: 100 F Street NE, Washington, D.C. 20549. You may also visit our website at https://www.redcloudtechnology.com.\nInformation contained on, or that can be accessed through, our website or any other website is expressly not incorporated by reference\ninto and is not a part of this annual report.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\nApplicable."}