VIA EDGAR

 

April 28, 2021

 

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-1

File No. 333-253491

 

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 Amended Registration Statement on Form S-1 to 5:00 p.m. Eastern Daylight Time on April 29, 2021, or as soon thereafter as is practicable.

 

The Company acknowledges the following:

 

 

Red Cat Holdings, Inc.

 

By: /s/ Jeffrey M. Thompson

Jeffrey M. Thompson

President and CEO