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CORRESP Filing

Red Cat Holdings, Inc.
Date: April 21, 2025 · CIK: 0000748268 · Accession: 0001554795-25-000121

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File numbers found in text: 333-285669

Date
April 21, 2025
Author
President
Form
CORRESP
Company
Red Cat Holdings, Inc.

Letter

Re:

VIA EDGAR

April 21, 2025

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 April 21, 2025 File No. 333-285669

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 Registration Statement on Form S-3 to 5:00 p.m. Eastern Daylight Time on April 23, 2025, 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

 April 21, 2025

 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 April 21, 2025
 File No. 333-285669

 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 Registration
Statement on Form S-3 to 5:00 p.m. Eastern Daylight Time on April 23, 2025, 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