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Correspondence 0001554795-24-000335 from Red Cat Holdings, Inc. (RCAT)

Red Cat Holdings, Inc.
Date: Dec. 9, 2024 · CIK: 0000748268 · Accession: 0001554795-24-000335

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File numbers found in text: 333-283242

Date
December 9, 2024
Author
President and CEO
Form
CORRESP
Company
Red Cat Holdings, Inc.

Letter

Re:

VIA EDGAR

December 9, 2024

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

Red Cat Holdings, Inc.

Amended Registration Statement on Form S-3

Filed December 5, 2024

File No. 333-283242

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Amended Registration Statement on Form S-3 to 5:00 p.m. Eastern Standard Time on December 11, 2024, or as soon thereafter as is practicable.

The Company acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Red Cat Holdings, Inc.

By: /s/ Jeffrey M. Thompson

Jeffrey M. Thompson

President and CEO

Show Raw Text
CORRESP
1
filename1.htm

VIA EDGAR

December 9, 2024

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    Red Cat Holdings, Inc.

    Amended Registration Statement on Form S-3

    Filed December 5, 2024

    File No. 333-283242

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Red Cat Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Amended Registration
Statement on Form S-3 to 5:00 p.m. Eastern Standard Time on December 11, 2024, or as soon thereafter as is practicable.

The Company acknowledges the following:

Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Red Cat Holdings, Inc.

  By:
  /s/ Jeffrey M. Thompson

  Jeffrey M. Thompson

  President and CEO