March 17, 2025

Jeffrey Thompson
Chief Executive Officer
Red Cat Holdings, Inc.
15 Ave. Munoz Rivera, Ste. 2200
San Juan, PR 00901

       Re: Red Cat Holdings, Inc.
           Registration Statement on Form S-3
           Filed March 10, 2025
           File No. 333-285669
Dear Jeffrey Thompson:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Mariam Mansaray at 202-551-6356 or Jeff Kauten at
202-551-3447
with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   Joe Laxague, Esq.