SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.1 )*


Red Cat Holdings, Inc.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

75644T100
(CUSIP Number)

November 30, 2024
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)







*The remainder of this cover page shall be filled out for a reporting
person?s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).



CUSIP No. 75644T100
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___

(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
1,800,000**

(6) Shared Voting Power: 0**

(7) Sole Dispositive Power:
1,800,000**


(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,800,000**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 2.4%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware Corporation (AWM), is the
investment adviser to Special Situations Fund III QP, L.P. (SSFQP),
Special Situations Cayman Fund, L.P. (Cayman), Special Situations
Technology Fund, L.P. (TECH) and Special Situations Technology Fund
II, L.P. (TECH II), (SSFQP, Cayman, TECH and TECH II will hereafter be
referred to as the Funds). As the investment adviser to the Funds,
AWM holds sole voting and investment power over 941,183 shares of
Common Stock of the Issuer (the Shares) held by SSFQP, 273,248 Shares
held by Cayman, 93,889 Shares held by TECH and 491,680 Shares held by
TECH II. See Items 2 and 4 of this Schedule for additional
information.


Item 1(a). Name Of Issuer: Red Cat Holdings, Inc.

Item 1(b). Address of Issuer?s Principal Executive Offices:

15 Avenue Munoz Rivera ? Suite 2200
San Juan, Puerto Rico 00901-2510

Item 2(a). Name of Person Filing:

The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (AWM), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (CAYMAN), Special Situations Fund III QP,
L.P., a Delaware limited partnership (SSFQP), Special
Situations Technology Fund, L.P., a Delaware limited
partnership (TECH) and Special Situations Technology Fund II,
L.P., a Delaware limited partnership (TECH II), (CAYMAN, SSFQP,
TECH and TECH II, will hereafter be referred to as the Funds).
The principal business of each Fund is to invest in equity and
equity-related securities and other securities of any kind or
nature.

David M. Greenhouse (Greenhouse) and Adam C. Stettner
(Stettner) are members of: SSCayman, L.L.C., a Delaware limited
liability company (SSCAY), the general partner of CAYMAN.
Greenhouse and Stettner are members of MGP Advisers Limited
Partnership, a Delaware limited partnership (MGP), the general
partner of SSFQP and SST Advisers, L.L.C., a Delaware limited
liability company (SSTA), the general partner of TECH and TECH
II. Greenhouse and Stettner are also controlling principals of
AWM.

Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, $0.001 Par
Value
Item 2(e). CUSIP No.: 75644T100
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.




Item 4. Ownership

(a) Amount Beneficially Owned: 1,800,000**

(b) Percent of Class: 2.4%**

(c) Number of Shares as to which the person has:

(i) sole power to vote or to direct the vote: 1,800,000**

(ii) shared power to vote or to direct the vote: 0**

(iii) sole power to dispose or to direct the disposition of:
1,800,000**

(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________

** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 941,183 shares of Common Stock of the Issuer (the Shares)
held by SSFQP, 273,248 Shares held by Cayman, 93,889 Shares held by
TECH and 491,680 Shares held by TECH II. Greenhouse and Stettner are
members of SSCAY, the general partner of CAYMAN. Greenhouse and
Stettner are members of MGP, the general partner of SSFQP and SSTA,
the general partner of TECH and TECH II. Greenhouse and Stettner are
also controlling principals of AWM.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. _X_

Item 6. Ownership of More Than Five Percent on Behalf of Another
Person

Not Applicable.


Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.



SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.


Dated: December 6, 2024



AWM INVESTMENT COMPANY, INC.


By: /s/ Adam Stettner
Name: Adam Stettner
Title: Executive Vice President






Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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