United States securities and exchange commission logo
May 20, 2022
Joseph Hernon
Chief Financial Officer
Red Cat Holdings, Inc.
15 Ave. Munoz Rivera Ste 5
San Juan, PR 00901
Re: Red Cat Holdings,
Inc.
Registration
Statement on Form S-3
Filed May 6, 2022
File No. 333-264768
Dear Mr. Hernon:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Risk Factors, page 8
1. We note the disclosure
in your Form 8-K filed May 5, 2022 that you received notice from
the Nasdaq that you are
not currently in compliance with its rules for continued listing.
Please disclose the
risks related to this notice and the risks of a potential delisting both in
this registration
statement and in future filings.
2. We note that your forum
selection provision identifies a state or federal court located
within Washoe County,
Nevada as the exclusive forum for certain litigation, including any
derivative action.
Please disclose whether or not this provision applies to actions
arising under either
the Securities Act or Exchange Act. If so, please also state that there
is uncertainty as to
whether a court would enforce such provision. If the provision applies
to Securities Act
claims, please also state that investors cannot waive compliance with the
Joseph Hernon
Red Cat Holdings, Inc.
May 20, 2022
Page 2
federal securities laws and the rules and regulations thereunder. In
that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder.
Selling Shareholders, page 8
3. Update the Selling Shareholders table to reflect the percentage of the
class to be owned by
each security holder after completion of the offering. Refer to Item
507 of Regulation S-
K.
Incorporation of Certain Documents by Reference, page 12
4. We note that you incorporate by reference into the prospectus
specified reports. Please
provide the hyperlinks required by rule 411(d) of the Securities Act.
5. Please revise to make clear that you incorporate by reference all of
your Exchange Act
filings after the date of the initial registration statement and prior
to effectiveness. For
guidance, refer to Question 123.05 of the Securities Act Forms
Compliance and
Disclosure Interpretations.
Item 16. Exhibits and Financial Statement Schedules, page 14
6. Please provide an active hyperlink directly to each exhibit. Refer to
Item 601(a)(2) of
Regulation S-K.
7. We note that the legality opinion refers to Form S-1. Please update
the opinion to refer to
the correct form type.
General
8. With regard to the acquisition of Teal Drones, please add disclosure
about the
consideration payable upon achievement of certain milestones. We note
that the earn-out
FirstName LastNameJoseph Hernon
consideration may result in the Company issuing additional shares of
common stock
Comapany NameRed
depending Cat Holdings,
on revenue targets.Inc.
Consider whether an update on these
milestones or risk
May 20,factor
2022disclosure
Page 2 about potential dilution are warranted.
FirstName LastName
Joseph Hernon
FirstName LastNameJoseph Hernon
Red Cat Holdings, Inc.
Comapany
May NameRed Cat Holdings, Inc.
20, 2022
May 20,
Page 3 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Joe Laxague