FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31,2025 or Commission File Number:001-40202 Red Cat Holdings, Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 12, 2025, there were90,915,265shares of the registrant’s common stock outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1.Financial Statements3Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20243Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024(Unaudited)4Condensed Consolidated Statements Stockholders’ Equity for the Three Months Ended March 31, 2025 and PART II - OTHER INFORMATION ITEM 1.Legal Proceedings31ITEM 1A.Risk Factors31 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Quarterly Report on Form 10-Q contains certain forward-looking statements which are made pursuant to the safe harborprovisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about ourexpectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-lookingstatements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “believes,”“will,” “expects,” “anticipates,” “estimates,” “predicts,” “potential,” “continues,” “intends,” “plans” and “would” or the negative ofthese terms or other comparable terminology. For example, statements concerning financial condition, possible or assumed futureresults of operations, growth opportunities, and plans are all forward-looking statements. Our forward-looking statements are based ona series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance ●the market and sales success of our existing and any new products; ●our ability to raise capital when needed and on acceptable terms; ●our ability to make acquisitions and integrate acquired businesses into our company; ●our ability to attract and retain management; ●the intensity of competition; ●changes in the political and regulatory environment and in business and economic conditions in the United States andglobally; ●changes in macroeconomic conditions, including inflation, interest rates, and geopolitical conflicts; ●the imposition or increase of tariffs and other trade barriers that could impact the cost of raw materials, components, andfinished goods; ●delays or disruptions in our supply chain due to global trade restrictions or political instability; and●fluctuations in customer demand in response to broader economic conditions; All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results maydiffer materially from such forward-looking information. We can give no assurance that such expectations or forward-lookingstatements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks anduncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reportsor other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materiallyand adversely affect our business, prospects, finan