12/11/2025

speaker
Operator
Operator

Greetings and welcome to the Red Cloud first half 2025 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the call over to your host, Ryan Flanagan with ICR. Thank you, sir. Please go ahead.

speaker
Ryan Flanagan
Host, ICR

Good morning, everyone. Before we begin, please note that today's call will include forward-looking statements as they are defined under the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements and are based on the company's current intent, expectations, and projections. They are not guarantees of future performance, and a variety of factors could cause actual results to differ materially. A description of these risks and uncertainties can be found in our SEC filings. All forward-looking statements made today reflect our current expectations only, and except as required by law, we do not undertake any obligation to update these forward-looking statements. This call will also include references to non-GAAP-adjusted results. Please reference this afternoon's press release on our Investor Relations website for further information regarding forward-looking statements.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Good morning, everyone.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

My name is Justin Floyd and I'm the Chief Executive Officer of Red Cloud Technologies. Very happy to have you on this call today. This is our first earnings call as a public company. We focused on building our foundation this year. We hired key leadership.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

We strengthened our financial position. We put in the right controls. And now we believe is our time to scale. Before I start, let me explain to you, if I may, a little bit more about what we do. A consumer goods distributor makes thousands of decisions every single day. They have to think what to stock, how much to stock, at what price, which route the delivery has to take, who does and who doesn't get credit. Today, most of this is done manually through spreadsheets, phone calls, and worse, guesswork. As a result, this leads to a $2 trillion in waste annually. And so we built a software platform that does all of that manual labor for them automatically.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

And more importantly, it learns from real-time trading transactions and critically provides the needed decision-making capabilities on how much the stock, at what price, what routes that stock should follow, how that stock should be paid for, and what kinds of credit terms that they can give to their retailers. Since our inception just over three and a half years ago, we've had over $5 billion

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

in total transaction volume executed on our platform.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

These transactions have come from over 184,000 fast-moving consumer goods products representing 6,700 FMCG brands across two continents.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

These transactions, they're the data that trains our system.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

They provide the critical intelligence that is so important and valuable to our customers.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

This intelligence, it's proprietary data.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Other AI companies you will all be aware of, they can't possibly train on this data, only we can. And we believe that's our biggest advantage. The data that trains our AI to predict the problems that our customers are trying to solve around demand, around optimizing inventory, around payments, and around recommending pricing.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

That data is what we specialize in building and providing to our technology.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

We're currently operating across Nigeria, South Africa, Argentina, and Brazil, and we plan to scale aggressively in a highly capital efficient de-risk expansion model which allows us to expand into new markets with minimal deployment of capital.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

These relationships are JV partner relationships.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Our partners who are significant influential businesses in their own right fund the local operations and they take the local market risk while we provide the critical AI infrastructure and of course, importantly, received a recurring license fees and plan to receive profit sharing. You may have read the news yesterday. Our first such license is with a partner in Turkey where we executed a 10-year agreement with up to $50 million in recurring licensing revenues with no capital outweigh from Red Cloud. $50 million, 10 years, no capital outweigh.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

And so we believe this model is not just repeatable, but it's also highly scalable. And we're pursuing multiple similar partnerships in other geographies. Based on our planned growth in operational jurisdictions and, of course, our expanded JV business model, we are targeting $100 million worth of revenue for 2026. to help us grow and scale our business, of course. We talked about this at the beginning of the call.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

We've strengthened our leadership team by adding two critical leaders to our business. I'm very delighted to be able to announce Magdalena Gonzalez as our new Chief Financial Officer. Ms. Gonzalez is a former Deloitte auditor and most recently was the Chief Operating Officer and Chief Financial Officer of Monex Europe. a leading B2B payments company, and has been serving and continues to serve currently on our audit committee until our appointment officially on January the 3rd next year. And also on the call with me today, I have Raju Dattala as our Chief Strategy Officer. Mr. Dattala is a former Deutsche Bank banker and a financial leader across multiple technology and infrastructure companies.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

They bring the experience to help us run a global AI infrastructure business. Now I'll hand over to Raju to talk you through the numbers.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Thanks, Justin, and good morning, everyone. I'll walk you through our first half 2025 financial performance, give you some color on key drivers in P&L, cash flow, and balance sheet, then close our outlook and how we are thinking about liquidity and capital allocation. Let me start with some key messages. We delivered a solid top line growth in first half of 2025 with revenue of 12% year over year. supported by a strong total transaction value increase of 28% to $1.2 billion over the same period last year. The company reduced its transaction fee in H1 2025 to acquire higher volumes of data, to refine its AI models, to productize its AI platform, which resulted in licensing deals that Justin mentioned earlier. We significantly simplified and de-risked the balance sheet by converting a large portion of the shareholder loans to equity reducing total liabilities over $86 million at year end to just over $21 million as of June 30th, 2025. We're accelerating our growth in 2026 and targeting a revenue of $100 million for the year. We're managing liquidity and are comfortable with our near-term capital position. As we plan to accelerate growth, we will evaluate capital markets opportunistically to ensure that the balance sheet supports our growth plans. With that in mind, let me go into the details. For the six months ended June 30th, 2025, revenue was $17.9 million, an increase of about 12% compared to $16.1 million in the first half of 2024. The growth was driven by higher transaction activity in Nigeria, our oldest and largest market. However, we had a decline of approximately $4 million in our Argentinian market compared to same period last year. This decline reflects our strategic decision to reallocate capital to higher returning opportunities, including our JV licensing model. Operations remain active and continue to generate data for our AI infrastructure. We do expect a higher growth and better performance in Argentina for next year. On the expense side, the total expenses for the first half were $38 million compared to $32.6 million in the first half of last year. Major highlights in expenses include salaries and benefits were $12.8 million compared to $8.9 million last year as we continue to invest in product engineering and key commercial roles. Marketing and commissions, which primarily includes our data acquisition costs, were $18.5 million, slightly down from $19.1 million in the prior year period, getting more efficient with how we deploy incentives while still growing the network. Product and technology development expenses were $2.3 million compared to $1.3 million last year, driven by continued enhancement of Red AI and our CapFly software platform. Then into cash flow. Net cash used in operating activities increased slightly to $15.9 million for first half compared to $15.4 million in prior year period. Net cash used in investing activities was $2.2 million versus $1.1 million a year ago and was primarily driven by capitalized software development and AI infrastructure. Net cash provided for financing activities was $21.8 million compared to $16.9 million in first half of last year. The main components of this were proceeds from issuance of common stock in our IPO, the conversion of existing shareholder and convertible loans into equity. After the effects of foreign exchange, we entered the period with cash, cash equivalents, and restricted cash totaling about $900,000. It is important to emphasize that this period was one of transition for our capital structure. We deliberately used the IPO and conversion to clean up our balance sheet and position the company for next phase of growth.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Let me now touch on the balance sheet.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Total assets at June 30th were $13.4 million compared to $17.6 million at December 31st, 2024, mainly due to a decline in accounts receivables of approximately $3 million on the liability side. The most notable change over the last six months is the reduction in total liabilities from $86.3 million to $21.4 million. This was primarily driven by the conversion of shareholder loans of $66.9 million into equity. On the equity side, following the IPO, the conversion of loans and stock-based compensation total stockholders deficit improved significantly. from a deficit of $68.8 million at December 31st to a deficit of $8 million at June 30th. Subsequent to the balance sheet date, we entered into a revolving credit facility of up to £2 million with Lenhardt and Partner Bank. Also, the company issued 9 million shares in July of this year to raise $13.5 million before fees and other deal-related expenses. As part of this issuance, the sharer also received two warrants for every share purchased at an exercise price of $1.50 per share. Between late September and early November, we saw the exercise of approximately 2 million warrants at $1.50 per share, resulting in about $3.1 million of cash proceeds, which will be reflected in subsequent period financials. Post-July share issuance and partial exercise of the warrants Our share count currently stands at $55.3 million. Let me close with our outlook. For full year 2025, our revenue guidance is $51 to $53 million. Looking ahead, we are targeting $100 million of revenue for full year 2026, driven by consistent growth in our existing markets, along with revenues we will receive through our JVs, that we have already signed and the recurring revenue licensing fee that is part of a multi-year contract. For managing liquidity and are comfortable with our near-term capital position, the warrants in place have been exercised from time to time and we expect the same going forward. As a high-growth technology company, we view capital as a tool to accelerate value creation. We'll continue to evaluate capital markets and strategic financing opportunities proactively. to ensure that the balance sheet supports our growth agenda. To sum it up, the first half of 2025 is about building the foundations, cleaning up the balance sheet, investing in AI infrastructure, expanding our network, and entering new strategic markets like Saudi Arabia and Turkey. Next phase is about scaling that infrastructure into a $100 million revenue company in 2026. With that, Justin and I are happy to take your questions. Thank you.

speaker
Operator
Operator

Thank you. At this time, we'll be conducting a question and answer session. If you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Rohit Kulkarni with Roffit Capital Partners. Please proceed with your question.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

Hey, thanks, Justin. Thanks, Raju, for hosting the conference call. Very informative. First question for you, Justin. The JVs and capital light plan in Turkey and other geographies, maybe talk about kind of how do you view the total kind of addressable market for these kinds of deals and from a strategic standpoint, how do these individual deals help Red Cloud core offering in where you operate the marketplace. Maybe talk about both these aspects and then I have a couple of follow-ups.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

No, thank you, Ravi. Nice to talk to you again. Let me deal first of all with Turkey that we signed yesterday. That was after a 12-month negotiation and a very in-depth analysis and review of why that market makes sense to Red Cloud. And as, of course, I'm sure all of you will be very aware, Constantinople in Turkey was actually the originators of Silk Road and the largest trading infrastructure in the world. Why? Because, of course, they sit at the cross-section of multiple different geographies in which trade still today is executed at very high volumes and levels through Turkey and through Istanbul in particular. So that became a very attractive country for us because of that, because it gives us reach not only in the Turkish domestic market, but it gives us reach into the adjacent markets that Turkey currently trades with as well. And that's why, of course, that the Turkish JV partners, headed up by Mehmet Bostan, and I'll be able to release details of the board of the JV, who are all significant names in the Turkish industry, why they have decided to commit to a $50 million 10-year license deal to Red Cloud, or up to $50 million, I should say, 10-year license deal to Red Cloud, together with the potential upside revenue that will come through the expected very significant revenue streams that we are targeting to get from Turkey. Dealing with Saudi Arabia, Saudi Arabia finds itself in a very similar position, of course, and I'm sure many of you have seen the news. from our recent JV that we launched and signed there at the FII event. Majid Al Ghalsan is one of the leading families in Saudi Arabia. It's also a private equity company, has significant reach into the Saudi industrial sectors, including businesses like Aramco, who have the very fragmented supply chain problems that our product particularly well addresses. And so Saudi Arabia not only wants to be able to, again, solve their own domestic difficulties around the way in which inventory is traded across their supply chains, but they also want to be able to solve their global challenges as well with intelligent infrastructure like Red Cloud. We see both those markets in terms of total addressable markets of well in excess of $100 billion each, And of course, when you bring in the additional adjacent market opportunities, both geographically and by industry vertical, then you can imagine those numbers start to increase pretty exponentially. Just dealing with the Saudi situation, we've actually signed the JV and we've also signed the terms of how the infrastructure is going to work and we're expecting to close out the final in terms of licensing over the next couple of weeks. For us, I think, and why both those JV parts are signed with us is because, first of all, we built the infrastructure, intelligent infrastructure, which is one of the most, or if not the most critical demand of any supply chain business at the moment. We've, of course, proved the model in the other four markets we've been operating in.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

We strengthened the balance sheet. We expanded the leadership team We also believe, of course, this industry, the FMCG industry, is an absolute turning point.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

There's an inevitability that the FMCG industry just cannot continue to run on spreadsheets 10 years from now.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

It will be run on intelligence. And both those JV partners believe that Red Cloud is building the intelligent infrastructure that makes that possible. Awesome, awesome. Thank you.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

I think that's a very fantastic lateral growth opportunity for you guys. Maybe a question for you, Raju, with regards to first half transaction volume and the trend line in marketing commissions. I think that's encouraging. Any more color with regards to how that has trended since you reduced the fees as well as reduce the commissions, how have distributors reacted to that, and perhaps maybe any color on how far ahead we are in the second half. Talk about the transaction volume trend line that you're seeing with the significant changes in take rate and marketing commissions that you've implemented in first half.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Yeah, thank you. Thank you, Rohit, for the question. Rohit, so as you can see, the guidance is to $52 million, so considerably up more than double what we had done in the first half of the year. There's some seasonality, so that jump comes in automatically. From a take rate perspective, it's similar to what we have in H1, because the intent is to get more data and procure more data into the ecosystem so that, you know, the AI machine becomes that much more powerful and we can do JVs such as licensing like we've done in Saudi and Turkey. Saudi is still to be done, but like we have done in Turkey. So there is less emphasis on the take rate and, you know, the revenue from that. We will continue to do that. And as you can see, as you rightly pointed out, we are working on the incentives better now. But more importantly, the thought process is to see how we can monetize from a licensing perspective while participating on the JV side for the take rate revenue from each of these economies.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Okay, great.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

And one final question and I'll step back. Any more color? You provided color on Argentina. Maybe talk about how has business in your core geographies trended? Any specific call-outs with business in, let's say, Brazil or South Africa or Nigeria?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Sorry. So Nigeria is still our performer.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

It's bulk of our revenue. They're continuing to do better. In fact, when we guide you to the 52, a lot of it is coming from Nigeria. Same thing with South Africa. They're all in line or ahead of what you saw in Q1, or H1, sorry. It's Argentina where we had to take a step back and reinforce our JV strategy. but the rest of them all will be ahead of where we were last year.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

Great. Thank you very much, Justin and Raju.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Thanks for hosting this call. Thank you, Rohit. Thank you, Rohit.

speaker
Operator
Operator

Thank you. Our next question comes from the line of Brian Dodson with Clear Street Capital Markets. Please proceed with your question.

speaker
Brian Dodson
Analyst, Clear Street Capital Markets

Yeah, thanks very much for taking my question. So I guess as you're looking at your portfolio of markets, which markets do you find most compelling for 2026 and 2027? And then if you could drill into Nigeria just a little bit and talk about the economic trends in that country that give you confidence in your 2026 revenue outlook.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yeah, I'm happy to cover that one, if I may, Brian.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

I'm happy to speak to you again. So Nigeria has been our founding market and continues to be our largest market. And the question, of course, is why? And this is a question I'm often asked. There's three reasons. First of all, by 2075, Nigeria will be the, I believe, the fifth largest economy in the world, according to Goldman Sachs. So it's an area where there is an enormous growing consumer population that has to be served by the most essential daily goods. For consumer brands, whether you're well-known brands like Coca-Cola and Procter & Gamble or less-known brands that are trying to break into a market, this is a must-win market for you. The supply chain doesn't really exist in Nigeria. It does, but it exists almost entirely on WhatsApp and pieces of spreadsheets. And so we believe strongly that the opportunity to be able to leapfrog any existing infrastructure and to be able to build from ground up, which is what we've done, a trading infrastructure fueled by AI and data was a compelling reason for us to make that our launch market. So that was reason number one. Reason number two, of course, is that despite some of the challenging and can be occasionally challenging microeconomic issues that occur in Nigeria, the need for durable and life-sustaining consumer goods never changes. So although an iPhone may not be top of most Nigerians' shopping list, daily bread, drinks, medicine, baby milk are, And that becomes the second compelling reason why we were able to engage very quickly and very successfully with distributors in that market because they were having significant challenges trying to be able to solve both their inventory problems but also the supply and demand problem that we deal with very well. And then, of course, the third reason is that Nigeria is a country massive outlet to other neighbouring African countries. It's, I believe, still the fastest growing market in Africa today. And again, the same rules that we look at when we looked at Saudi and we looked at Turkey is, is this a trading hub that our infrastructure is particularly well built for? And the answer, of course, is yes. So we're expecting those metrics and those macro and both micro metrics to continue to operate and to scale very successfully for us over the next 12 months.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Excellent. Thanks very much.

speaker
Brian Dodson
Analyst, Clear Street Capital Markets

And then if I may just ask a follow-up question on Turkey. So that fast-moving consumer goods market looks compelling, but You know, it likely has its own set of unique challenges. As you were looking at entering that market, how important was it to you to find a good JV partner? And as you're looking at new markets to expand into, would you follow a similar path of finding a JV partner who knows the local landscape?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yes, absolutely. I mean, the licensing model that we've approached both Turkey and Saudi Arabia with is an AI infrastructure licensing model. And so why?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Because the partners we're dealing with have significant relationships and influence over their local markets.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

They are highly respected business people that have longstanding deep connections right across the supply chain and including into financial services and fintech. So we very deliberately chose these partners to work with. The Turkish local market, of course, always has its challenges around interest rates and around currency challenges. But the fundamentals, again, remain exactly the same. It's a vastly growing market. The need for durable and essential consumer supplies is critical. And of course, one of the things I mentioned is the ability and the opportunity for us to be able to work through Turkey's natural trading hub to operate in adjacent markets in a very capital efficient and, of course, most importantly, very quick scaling way. So we're very confident with the pilots that we've chosen. The boards that they put in place, and you'll see some announcements on that over the next couple of weeks, involve also names that are leading names inside their respective industries that they operate in, and then, of course, in the markets that we're targeting around supply chain. we believe this is a model that we can continue to take into other markets and we have a very strong pipeline of those kinds of customers. And I'll just make this final point for me on that point. Why do we have that? Because the demand is so great. The problem around intelligence for supply chains has been around for the last 10,000 years, but it's becoming more and more acute. And As technologies advance and as, of course, we've been able to build very vast data modes in the markets that we're operating in, that becomes very compelling for these kinds of businesses and these kinds of customers to deal with. And that's why we've been successful in a reasonably short space of time being able to execute large licensing deals as we've shown with Turkey.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Excellent. Thanks very much. Pleasure. Thank you, Brian.

speaker
Operator
Operator

Thank you. Our next question comes from the line of Blair Abernethy with Rosenblatt Securities. Please proceed with your question.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

I can't hear you very well. All right. Can you hear me now? Yes, that's much better. Thank you.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Okay, great. Sorry about that. So let's just talk about the existing markets. Nigeria. So the numbers look sort of as largely as we had expected. And if you look at the marketing commission costs, we basically incentives required to drive that business about even on the first half. How are you feeling about that market in terms of getting the flywheel effect going, getting it to be actually profitable so you can start to withdraw some of the marketing incentives?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Let me take that question. Thank you. Please go.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Yeah, so I... Yeah, we're doing well there. Nigeria is our mature market, as you rightly pointed out. Some of the decline in the incentives is happening there, and we're still able to maintain a decent revenue growth in face of that. So that will be a good place for us to kind of ratchet down on the vouchers and still maintain a healthy revenue growth.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

I may just add, if I may.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Can I just add to that, please? Thank you. Sorry, Blair, I didn't mean to interrupt you. Just to add to that. So we're getting more efficient, right? So the marketing commission's down year on year, I think tells its own story, while the TTP, the trading volume, actually grew by 28%. So the same spend, but we're bringing more data and we're creating more leverage. I think it's important to understand it's that leverage, those transactions, that data, which has been particularly relevant to the joint venture businesses that we've been targeting. We could never have been in a position without that kind of data insight. And we would have been able to win the kinds of size of the contracts we are. So essentially that AI, for want of a better word, if you like, has just produced us a $50 million 10-year licensing agreement in Turkey. So we see the incentives really as an investment in the data asset, not a subsidy for a marketplace.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Right, but at some point the Nigerian market has to go profitable from a cash flow perspective. Is that still happening in the second half of 2025?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yes.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Okay. And then your next furthest along market with, you know, obviously Argentina you've pulled back from, but would it really be Brazil? Would that be the next sort of, you know, in terms of maturity as to getting towards a breakeven business, would it be Brazil?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yes, it would be. But actually South Africa and Brazil. So both those markets we've we have a very strong pipeline of businesses including potential JV partner type customers as well that we believe we can operate very successfully hybrid model in both of those markets.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Okay. And I guess if we move to the the joint ventures. So in Turkey, have you disclosed who your joint venture partner is?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yes, we have. We discussed it publicly. It's a company called ProRaba Limited, and they are headed up by a gentleman called Mehmet Bostan. He is the ex-treasury minister of Turkey. But I think also probably far more relevantly, he's also a significant investor in a number of fintech companies. payment companies in Turkey, which is why that relationship became very relevant to us. And what kind of network? They put together, they have a vast network. So we have a, we've spent almost six months in Turkey with them building a very large pipeline, which of course I think, and I'm sure it must be clear to you, underlines the reason why they've signed the deal that they have with us. They've taken that signing of that deal very seriously. So they have a very large network of FMCG manufacturers who we've already got to very detailed and on the point of closing discussions with. So we are, we've got a very high degree of confidence of very strong revenue tail coming off the back of that outside of the minimum $5 million licensing fees that they're paying us

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

So their relationships are with FMC manufacturers, and then they're going to build out the supply chain, sorry, the distributor networks? Is that what they're doing?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Actually, the FMCGs already bring the distribution networks with them. So you may recall our scaling model that we've got, or cascading model, rather, we've got. So what interested us with this particular company is that they have very strong relationships with pretty much most of the major manufacturers in Turkey who already have, of course, large distribution networks and the resulting retail networks that sit beneath that.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

So our approach there is very much top-down all the way.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Got it. Got it. Okay. And then just can you explain how the revenue model works from a Red Cloud perspective here? Is it purely a time-based license, or is it a transaction-driven model? How do you charge and recognize this? I guess it's a $5 million minimum. Correct.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yeah, so it's $5 million annually minimum. That's net. Oh, sorry, Rajiv, please go.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Yeah, so you guys just quickly want to add to that, right? It's got two components. One is the platform is being licensed. for a set fee of $5 million. And apart from that, there are JV economics, which come about, you know, whatever revenue that comes within the JV gets split 50-50. So we kind of have two streams of revenue through these JVs. One is the licensing, which is more of a recurring revenue type, and then normal economics that come through operating in any of the geographies.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Got it. So the JV will effectively act as you guys are acting on your own in Nigeria? Correct, yes. Yeah, okay. And then so do you foresee, I guess I'm trying to just walk this through, where's the capital coming from to fund the joint V operations and the sales and marketing that's required there?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

From the local partner. So the local partner absorbs the operational cost. That was the advantage of this particular model for us, Blair, as I'm sure you clearly understand. And going back to the Nigerian example we talked about earlier, the reason why we've been able to win deals like this is because we have the data moat and the data infrastructure we've already built is valuable to Turkey because the same complexities of buying behavior are able to be, from a tech perspective, are able to be matched into Turkey quite efficiently. So they already have a ready-made product that they can take pretty much straight away to the supply chain. That's why they signed the deal that they did with us, because they can roll this out very efficiently, very quickly. But they take care of the local OPEX, all of it. There's no liability or no requirement from us.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Other than providing the technology.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yeah, which is where we're getting at. The 5 million, of course, quite easily covers that situation for us. But having said that, I think importantly, and we're on revenue share above that, so we're on 50-50 on the revenue share above that. We've already got a number of, as I mentioned, a number of FMCGs there that are in the closing stages of a finalisation. We expect to see those appearing in our Q1 results.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Okay. And sorry, the economics of 50-50 split, is it a revenue share or is it a profitability share?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

It is a revenue share. Okay. Okay. Great.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

And then can you just compare or contrast that with the JV in Saudi Arabia? Yeah.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yes. Saudi Arabia is headed up by Majid Al Ghassan. So he is ex-part of the Aramco family and is a very well-known figure in Saudi. He has a private equity company out there. If you look him up, you'll see, interestingly, for those of you who are interested in this kind of stuff, he's actually the original inventor of Saudi's supercomputer. So he has extremely deep technical knowledge. We spent over nine months with him evaluating our technology, the business, the infrastructure for Saudi. Same rules apply. Saudi see themselves as being very much, not only from a 2030 vision perspective of providing the next oil to the world, which for them is data, but they also see that they have a responsibility to be able to deliver much more powerful data and AI across supply chains, not only their own supply chains, but other countries as well. So Same rules apply. Of course, an infrastructure licensing deal that is already baked into the JV agreement. That deal has already been signed. We're just finalizing the final costs around that. And we expect to complete that over the next seven to 10 days. And we will be live in Saudi, actually, I think, currently on the 21st of December.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

And what's the revenue model there at Saudi? Do you have a minimum annual license fee?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yeah, so we do. In the JV agreement, we have a minimal infrastructure fee that we charge, which we're finalizing at the moment, and then we're on exactly the same rule of supply in terms of revenue share.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

So then from a REDCOG perspective, Justin, for the joint venture approach to things, what is sort of the costs borne by Red Cloud in these situations, i.e., are you just flipping a switch and they're able to access an instance on AWS, or just give me a sense of in order to deliver this $5 million a year contract to Turkey, what's the you know, what's the cost that Red Cloud must bear in order to deliver that technology?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yeah, I mean, clearly, for Turkey in particular, that cost is clearly profitable for us to be able to deliver that infrastructure. I'd rather not get into that on a public call in terms of what our actual net margin looks off the back of that. But We are very efficient in the way that we are building that infrastructure out, mainly because we're able to host that through AWS. We're able to host that on our own cloud environment. We're not in any sovereignty issues with Turkey, although we do expect to have to deploy locally there at some stage. Saudi is slightly different. We will deploy locally in Saudi. We already have got it. We're in advanced negotiations with one or two cloud providers to help us support that. But most of our costs come around the infrastructure build-out that we have anyway through our cloud environment. And of course, you'll be fully aware that infrastructure becomes more and more efficient the more and more customers you start to put onto it. So we do achieve fairly significant scales of economy going forwards off the back of that. On the Saudi situation, the infrastructure ultimately will end up there. In March, we're in a virtual environment for the initial launch, and then we will move that over in March of next year. And then, of course, they will then, they themselves will use that infrastructure to be able to operate across additional markets where data sovereignty is less of an issue, but the need for intelligent infrastructure is a big issue.

speaker
Blair Abernethy
Analyst, Rosenblatt Securities

Okay, great. Thank you for that clarification. Just one other, just over on the financial side, can you just clarify, I think Raj said Was it shares outstanding today at $55.3 million? Was that the number? Correct, yes. So as of December the 10th or whatever. Okay, and I guess we don't have cash balances at this stage. I know you obviously raised money in the summer. With your second half, $25 million, revenue outlook is pretty much in line where we had been expecting, which is great and driven by core markets. But does the company get to EBITDA break-even in the second half, 25? I don't know. It wasn't in your press release. I don't know if you are willing to share that or not at this stage, but that's sort of Our prior expectation was that we were going to be getting close to breakeven in the second half of 25.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Yeah.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Now the plan is to be breakeven in Q2 of 2026. We had to prioritize, you know, money spent on the JV or getting the technology up for that on the JV. So the plan is to do it in 2026, April, May time frame. Okay. Okay. Perfect.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

All right. That's it for me for now. Thanks, guys.

speaker
Operator
Operator

Thank you. Thank you. Our next question is a follow-up from the line of Rohit Kulkarni with Roth Capital Partners. Please proceed with your question.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

Hi. Hey, guys. Thanks for that detailed discussion. I just wanted to ask you around 2016, expectations and assumptions behind this 100 million number. It's clearly about what we had in the model. And as Blair just pointed out, second half 25 is in line with what we expected. So we'd love to understand how you're thinking about the linearity as you ramp up. these JVs and what gives you comfort and confidence to get to $100 million in revenues in 26? Perhaps just break it down in two or three buckets that could lead to this revenue upside. Thanks.

speaker
Raju Dattala
Chief Strategy Officer, Red Cloud Technologies

Sure. Thank you. So our existing markets, we believe, will contribute about $60 million next year. And then we will receive $10 million to $11 million in licensing fees and another $30 million from these new markets that they're entering. Given that they're entering now, pretty much the platform will be set up this year. We have a full year, and also the JV partners are somebody who's in the market, who've already done the homework.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

I think it will be a quick ramp-up, and we expect about $30 million to come from that. Okay, thank you very much.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

And any color with regards to the new markets, timetable, and how they might ramp over the next year?

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Justin, you want to add when they're going live and stuff like that?

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

Exactly, exactly.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Saudi Arabia actually goes live in about two weeks' time, probably around about 30th of December. We're expecting Turkey to be live by the end of January.

speaker
Rohit Kulkarni
Analyst, Roffit Capital Partners

Okay, fantastic.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Thank you, guys. Thank you very much indeed, Rohit.

speaker
Operator
Operator

Thank you. Ladies and gentlemen, that concludes our question and answer session. I'll turn the floor back to Mr. Floyd for any final comments.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

Thank you very much indeed, everybody for the call today.

speaker
Justin Floyd
Chief Executive Officer, Red Cloud Technologies

We just summarized what we talked about in a very simple way. We're building intelligent infrastructure for one of the most underserved parts of industry, which is global supply chains. I think what we've demonstrated over the last six months is good growth, solid growth, with a very clear eye around EBITDA profitability, but also importantly, building a very capital efficient structure that allows us to both leverage the existing data that we have invested in in our existing markets and to use those to win very significant customer contracts with JV partners that already have the relationships and the infrastructure that they need to plug our technology into. So we're very excited about the opportunity that that brings. We, of course, feel that we're an unbelievably undervalued company. When you look at our revenue streams, you look at the quality of technology we've built, the kinds of customers that we're dealing with, and, of course, the obvious market opportunity going forward. And so we thank all of you very much indeed for your support and your continued coverage and your interest in our company. Thank you.

speaker
Operator
Operator

Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.

Disclaimer

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