Red Cat Holdings Inc美股招股说明书(2026-05-12版)

SUBJECT TO COMPLETION, DATED MAY 12, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus Dated May 12, 2026) $200,000,000 Red Cat Holdings, Inc. Shares of Common Stock We are offering $200,000,000 of shares of our common stock, par value $0.001 per share (our“common stock”). We have granted the underwriters an option for a period of 30days to purchase up to anadditional $30,000,000 of shares of our common stock at the public offering price, less underwritingdiscounts and commissions. Delivery of the shares of common stock is expected to be made on orabout, 2026. Our common stock is currently listed on The Nasdaq Capital Market under the symbol “RCAT.” OnMay11, 2026, the last reported sales price for our common stock on The Nasdaq Capital Market was $11.25per 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-4of this prospectus supplement, as well asthose described in the accompanying prospectus and any related free writing prospectus, and under similarheadings in the other documents that are incorporated by reference into this prospectus. (1)Assumes no exercise of the underwriters’ option to purchase additional shares of common stock. (2)See “Underwriting” for a description of the compensation payable to the underwriters. The underwriters expect to deliver the shares of common stock against payment on or about2026. 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. Joint Book-Running Managers Evercore ISI BofA Securities TABLE OF CONTENTS PageSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-19USE OF PROCEEDSS-20DILUTIONS-21CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERSS-22UNDERWRITINGS-26LEGAL MATTERSS-33EXPERTSS-33WHERE YOU CAN FIND MORE INFORMATIONS-33INCORPORATION OF DOCUMENTS BY REFERENCES-33 PageAbout this Prospectus1Cautionary Statement Regarding Forward-Looking Statements3Prospectus Summary4Risk Factors6Use of Proceeds7Selling Stockholders8Description of Capital Stock9Description of Warrants13Description of Units16Plan of Distribution17Legal Matters21Experts21Where You Can Find More Information21Incorporation of Certain Documents by Reference22 We have provided you only with the information contained in this prospectus supplement, theaccompanying prospectus, and any free writing prospectus that we may provide to you. Neither we nor theunderwriters have authorized anyone to provide you with different or additional information. Neither we northe underwriters take any responsibility for, or can provide any assurance as to the reliability of, any otherinformation that others may give you. This prospectus supplement does not constitute an offer to sell or asolicitation of an offer to buy any securities other than our common stock. Neither we nor the underwriters areoffering to sell shares of our common stock or seeking offers to buy shares of our common stock in anyjurisdictions where offers and sales are not permitted. The information contained in this prospectus supplement,the accompanying prospectus, or any free writing prospectus that we may provide to you is accurate only as ofthe date of each document regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or any sale of shares of our common stock. In case there are any differences orinconsistencies between this prospectus supplement, the accompanying prospectus, or any free writingprospectus that we may provide to you and the information incorporated by reference in them, you should relyon the information in the document with the most recent date. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an automatic “shelf”registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)as a “well-known seasoned issuer” as defined in Rule405 under the Securities Act. Under this “shelf”registration process, we may, from time to time, offer and sell any combination of the securities described inthe accompanying prospectus in one or more offerings. Under this prospectus supplement, we may fromtime to time offer and sell shares of our common stock at prices and on terms to be determined by marketconditions at the time of the offering. This prospectus supplement describes the specific details regardingthis offering, including the amount of our common stock being offered, the risks of investing in ourcommon stock, and other items. This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of our common stock we are currently offer