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                                                             September 27, 2024

Justin Floyd
Chief Executive Officer
RedCloud Holdings plc
50 Liverpool Street
London, EC2M 7PY
United Kingdom

        Re: RedCloud Holdings plc
            Amendment No. 1 to Draft Registration Statement on Form F-1
            Submitted September 13, 2024
            CIK No. 0002027360
Dear Justin Floyd:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
August 30, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
If we fail to manage and expand our relationships with brands, distributors and
retailers, our
business..., page 19

1.     We note your revisions pursuant to comment 12 and reissue in part.
Please revise this risk
       factor to quantify, if possible, your ability to retain your customers
and if you have been
       able to attract new customers. To the extent that the loss of any
particular customer(s)
       would have a material impact on your results of operations, please
disclose the
       customer(s) and discuss your dependence on this customer(s), if any.
Refer to Item 3.D. of
       Form 20-F.
 September 27, 2024
Page 2


Use of Proceeds, page 35

2.     We note your revised disclosure that a portion of the proceeds from this
offering will be
       used to discharge related party loans. Please revise to describe the
interest rate and
       maturity of such related party loans and, for related party loans
incurred within the past
       year, the uses to which the proceeds of such loans were put. Refer to
Item 3.C.4. of Form
       20-F.
RedCloud Platform, page 49

3.     We note your revised disclosure pursuant to comment 19 and reissue in
part. Please revise
       to disclose how long the model has been utilized.
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Marketing and Commissions Costs, page F-15

4.     Please revise the disclosure provided in response to prior comment 25 to
clarify the timing
       of recognition and how you measure the expense and liability of your
point of check-out
       voucher program.
       Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at
202-551-3307 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:   Justin Grossman
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