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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