Form: 3

Initial statement of beneficial ownership of securities

October 5, 2021

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Matus George Michael
 2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2021		 3. Issuer Name and Ticker or Trading Symbol
Red Cat Holdings, Inc. [RCAT]
(Last)
(First)
(Middle)
370 HARBOUR DRIVE, PALMAS DEL MAR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO of Teal Drones subsidiary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HUMACAO, PR 00791		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 400,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock   (2)   (2) Common Stock 600,000 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Matus George Michael
370 HARBOUR DRIVE
PALMAS DEL MAR
HUMACAO, PR 00791		       CEO of Teal Drones subsidiary  

Signatures

/s/ George Matus 10/05/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Vesting 25% on August 31, 2021 and 25% on the 12 months anniversary of issuance, and 6.25% quarterly thereafter until fully vested, provided 50% shall vest in 12 months if the trailing 12 month's revenue is greater than $10 million and 100% shall vest in 24 months if the trailing 12 months revenue is greater than $15 million.
(2) Pursuant to Employment Agreement dated as of September 1, 2021, the Reporting Person will be issued up to 600,000 stock options if by September 1, 2023 certain revenue targets are attained with a margin equal to or greater than 25%, 150,000 at $13 million, $18 million, $25 million and $30 million of revenue, each of which will have a 90 day vesting schedule once granted.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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