On September 27, 2026, RedCloud Holdings plc (the "Company") and its wholly-owned subsidiary, RedCloud Technologies Limited ("RedCloud UK"), together with the Company in its capacity as parent guarantor, entered into a shareholders’ agreement (the "JV Agreement") and a twenty-year platform license and infrastructure usage agreement (the "Licensing Agreement") with MJM AlKhaleej L.L.C., a company incorporated under the laws of the Kingdom of Saudi Arabia ("MJM") and chaired by His Royal Highness Mohammed bin Saud bin Nayef Al Saud, for the purpose of establishing a joint venture that will operate RedCloud’s RedAI intelligent trade infrastructure ("RedAI"), in Saudi Arabia and Bahrain.

The JV Agreement provides for a 51%/49% ownership structure between RedCloud UK and MJM, respectively. The intended joint venture limited liability company is expected to be incorporated in Saudi Arabia and headquartered in the country’s Eastern Province. The JV Agreement is intended to combine RedCloud’s RedAI with MJM’s market access, institutional relationships and localization.

Pursuant to the terms of the Licensing Agreement, RedCloud UK shall provide dedicated AI infrastructure and make RedAI available to the venture, which includes platform infrastructure, deployment support, hosting, data integration, managed services, integrations, and related operational services, for aggregate charges subject to a contractual ceiling of 10% of eligible collected revenue per customer order, together with approval, eligibility and final payment conditions. The Licensing Agreement shall have an initial term of twenty (20) years. Any distribution of net profit from the venture will be made to RedCloud UK and MJM pursuant to the JV Agreement and applicable law.