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Correspondence 0001554795-25-000072 from Red Cat Holdings, Inc. (RCAT)

Red Cat Holdings, Inc.
Date: March 19, 2025 · CIK: 0000748268 · Accession: 0001554795-25-000072

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File numbers found in text: 333-285669

Date
March 19, 2025
Author
President
Form
CORRESP
Company
Red Cat Holdings, Inc.

Letter

Re:

VIA EDGAR

March 19, 2025

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporation Finance

Washington, D.C. 20549

Red Cat Holdings, Inc. Registration Statement on Form S-3 Filed March 10, 2025 File No. 333-285669

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on March 18, 2025, in which the undersigned registrant, Red Cat Holdings, Inc., a Nevada corporation (the " Company "), requested acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1 (the " Registration Statement ") to 5:00 p.m. Eastern Daylight Time on March 20, 2025, or as soon thereafter as practicable (the " Effective Time "), in accordance with Rule 461 under the Securities Act of 1933, as amended.

The Company is no longer requesting that the Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company.

Red Cat Holdings, Inc.

By: /s/ Jeffrey M. Thompson

Jeffrey M. Thompson

President and CEO

Show Raw Text
CORRESP
 1
 filename1.htm

 VIA EDGAR

 March 19, 2025

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 Division of Corporation Finance

 Washington, D.C. 20549

 Re:

 Red Cat Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 10, 2025
 File No. 333-285669

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on March 18, 2025, in which the undersigned registrant, Red Cat Holdings, Inc., a Nevada corporation (the " Company "),
requested acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1 (the " Registration
Statement ") to 5:00 p.m. Eastern Daylight Time on March 20, 2025, or as soon thereafter as practicable (the " Effective
Time "), in accordance with Rule 461 under the Securities Act of 1933, as amended.

 The Company is no longer requesting that the Registration
Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date
until further notice from the Company.

 Red Cat Holdings, Inc.

 By: 	 /s/
Jeffrey M. Thompson

 Jeffrey
M. Thompson

 President
and CEO