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                              December 22, 2020

       Joseph Hernon
       Chief Financial Officer
       Red Cat Holdings, Inc.
       370 Harbour Drive
       Palmas del Mar
       Humacao, PR 00791

                                                        Re: Red Cat Holdings,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed December 4,
2020
                                                            File No. 333-249776

       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.

       Amendment No. 1 to Registration Statement on Form S-1

       General

   1.                                                   We note that your
common stock is now quoted on the OTCQB. Please update your filing
                                                        to reflect this.
   2.                                                   Please revise to
describe the transactions in which the selling stockholders received their
                                                        shares of common stock
and Series B preferred stock.
   3.                                                   On the cover page, you
disclose that this registration statement will cover up to 1,426,872
                                                        shares of common stock
issuable upon the conversion of Series B convertible preferred
                                                        stock. On page 5 of the
summary, you disclose this amount as 1,512,206 shares. Please
                                                        revise to ensure
consistency throughout your filing.
 Joseph Hernon
Red Cat Holdings, Inc.
December 22, 2020
Page 2
Forward-Looking Statements, page 2

4.     On page 8, you disclose that your common stock may be deemed a "penny
stock." As
       such, please revise to remove references Section 27A of the Securities
Act and Section
       21E of the Exchange Act. The statutory safe harbors for forward-looking
statements
       provided by these sections are not available to issuers of penny stocks.
Security Ownership of Certain Beneficial Owners and Management, page 49

5.     Please revise to provide beneficial ownership disclosure as of the most
recent date
       practicable and ensure you disclose the beneficial ownership of each
person
       who beneficially owns more than five percent of your common stock. In
this regard, we
       note your disclosure on page 6 and elsewhere that Greg French
beneficially owns
       approximately 20% of your common stock.
        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 Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in
his absence,
Larry Spirgel, Office Chief, at (202) 551-3815 with any questions.



                                                            Sincerely,
FirstName LastNameJoseph Hernon
                                                            Division of
Corporation Finance
Comapany NameRed Cat Holdings, Inc.
                                                            Office of
Technology
December 22, 2020 Page 2
cc:       Eric C. Mendelson, Esq.
FirstName LastName