Red Cat Holdings Inc美股招股说明书(2025-09-18版)

Red Cat Holdings, Inc. 15,625,000 Shares of Common Stock We are offering 15,625,000 shares of our common stock, $0.001 par value per share (our “commonstock”), pursuant to this prospectus supplement and the accompanying prospectus to certain institutionalinvestors. Our common stock is traded on The Nasdaq Capital Market under the symbol “RCAT.” OnSeptember16, 2025, the last sale price of our common stock as reported on The Nasdaq Capital Market was$10.83 per share. Investing in our securities involves a high degree of risk. You should carefully review the risks anduncertainties described under the heading “Risk Factors” on pageS-6of this prospectus as well as thosedescribed in the applicable prospectus supplement and any related free writing prospectus, and under similarheadings in the other documents that are incorporated by reference into this prospectus. Per ShareTotalPrice to the public$9.600$150,000,000Underwriting discounts and commissions$0.528$8,250,000Proceeds, before expenses, to us$9.072$141,750,000(1) (1)For additional information about the expenses for which we have agreed to reimburse the underwriterin connection with this offering, see “Underwriting” beginning on pageS-13of this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. We have granted the underwriter an option for a period of 30days to purchase up to an additional2,343,750 shares of our common stock at the public offering price, less underwriting discounts andcommissions. Delivery of the shares of common stock is expected to be made on or aboutSeptember19,2025. Northland Capital Markets Sole Bookrunner Ladenburg Thallman Co-Manager TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-11DILUTIONS-12UNDERWRITINGS-13LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND MORE INFORMATIONS-17INCORPORATION OF DOCUMENTS BY REFERENCES-18 PROSPECTUS About this Prospectus1Cautionary Statement Regarding Forward-Looking Statements2Prospectus Summary3Risk Factors5Use of Proceeds6Description of Capital Stock7Description of Warrants11Description of Units14Plan of Distribution15Experts18Where you can find more information18Incorporation of Certain Documents by Reference19 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement thatwe filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registrationprocess. This document is in two parts. The first part is this prospectus supplement, which describes thespecific terms of our common stock we are currently offering and certain other matters relating to us andour business and financial condition. The second part is the accompanying prospectus, including thedocuments incorporated by reference, which gives more general information about the securities we mayoffer from time to time, some of which does not apply to our common stock we are currently offering.Generally, when we refer to this prospectus, we are referring to both parts of this document combined. Tothe extent that any statement that we make in this prospectus supplement is inconsistent with statementsmade in the accompanying prospectus, the statements made in this prospectus supplement or any documentsincorporated by reference herein will be deemed to modify or supersede those made in the accompanyingprospectus and such documents incorporated by reference therein. You should rely only on the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus and any related free writing prospectus filed by us with the SEC.We and the underwriter have not authorized any other person to provide you with different or additionalinformation. If anyone provides you with different or inconsistent information, you should not rely on it.You should not assume that the information in this prospectus supplement, the accompanying prospectus orany document incorporated by reference herein or therein is accurate as of any date other than the date onthe front of the applicable document. We are not, and the underwriter is not, making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted or in which the person making suchoffer or sale is not qualified to do so or to any person to whom it is unlawful to make that offer orsolicitation. Any statement in the accompanying prospectus or in a document incorporated or deemed to beincorporated by reference in the accompanying prospectus or this prospectus supplement will be deemed tobe modified or superseded for pu