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CORRESP Filing

Red Cat Holdings, Inc.
Date: Sept. 16, 2025 · CIK: 0000748268 · Accession: 0001104659-25-090366

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File numbers found in text: 333-290259

Date
September 16, 2025
Author
Jeffrey M. Thompson
Form
CORRESP
Company
Red Cat Holdings, Inc.

Letter

Red Cat Holdings, Inc.

15 Ave. Munoz Rivera Ste. 2200

San Juan, PR 00901

September 16, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:

Red Cat Holdings, Inc. Registration Statement on Form S-3 Filed September 15, 2025 (File No. 333-290259)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Red Cat Holdings, Inc. (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:05 p.m., Eastern Standard Time, on September 17, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please notify Alexander M. Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (312) 499-6369 as soon as possible as to the time the registration statement has been declared effective pursuant to this acceleration request.

Very truly yours,
RED CAT HOLDINGS, INC.

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CORRESP
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 Red Cat Holdings, Inc.

 15 Ave. Munoz Rivera Ste. 2200

 San Juan, PR 00901

 September 16, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Red Cat Holdings, Inc.
 Registration Statement on Form S-3
 Filed September 15, 2025
 (File No. 333-290259)

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Red Cat Holdings, Inc.
(the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:05 p.m., Eastern Standard Time, on September 17, 2025, or as soon thereafter as possible. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Please notify Alexander M.
Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (312) 499-6369 as soon as possible as to the
time the registration statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 RED CAT HOLDINGS, INC.

 By:
 /s/ Jeffrey M. Thompson

 Name:
 Jeffrey M. Thompson

 Title:
 Chief Executive Officer

 cc: Alexander M. Schwartz , Sheppard, Mullin,
Richter & Hampton LLP