{"url_path":"/sec/rct/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","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":490,"has_tables":true,"body_markdown":"**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\nAs\na foreign private issuer whose shares are listed on Nasdaq, we have the option to follow certain UK corporate governance practices rather\nthan those of Nasdaq, except to the extent that such laws would be contrary to U.S. securities laws and *provided* that we disclose\nthe practices we are not following and describe the home country practices we are following. We intend to rely on this “foreign\nprivate issuer exemption” with respect to the following requirements:\n\n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5605(b) pursuant to which a majority of the board of directors of the Company must be comprised\nof independent directors as defined in Rule 5605(a)(2). Such independence requirement is not required under our Articles or the Companies\nAct. In accordance with generally accepted business practice, the composition of the board of directors of the Company will be governed\nby the Articles, which do not impose independence requirements.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements\nare not required under English law. In accordance with generally accepted business practice, our Amended and Restated Articles of\nAssociation and the Companies Act provide alternative quorum requirements that are generally applicable to meetings of shareholders.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of securities in connection\nwith a share option or purchase plan that is established or materially amended or other equity compensation arrangement is made or\nmaterially amended. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for or to convert any security\ninto shares in the Company without an ordinary resolution of the shareholders.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of more than 20% of the\noutstanding ordinary shares of the issuer. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for\nor to convert any security into shares in the Company without an ordinary resolution of the shareholders.\n\n \n\nExcept\nas stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may in the future\ndecide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq listing requirements. Following\nour home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide\nless protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers.\n\n \n\nWe\nexpect to maintain our status as a foreign private issuer under the applicable corporate governance requirements of the rules and regulations\nadopted by the SEC and other existing rules. Accordingly, our shareholders may not have the same protections afforded to shareholders\nof companies that are subject to all of the corporate governance requirements of Nasdaq."}