SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Hitchcock Geoffrey Wayne

(Last)

(First)

(Middle)

15 AVE. MUNOZ RIVERA

STE 2200

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/27/2024

3. Issuer Name and Ticker or Trading Symbol
Red Cat Holdings, Inc. [ RCAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	83,137	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (buy)	⁽¹⁾	09/01/2031	Common Stock	31,686	$2.61	D
Stock Options (buy)	⁽²⁾	02/08/2033	Common Stock	20,834	$1.27	D
Stock Options (buy)	⁽³⁾	08/08/2033	Common Stock	6,667	$0.98	D
Stock Options (buy)	⁽⁴⁾	07/10/2034	Common Stock	41,667	$1.29	D

Explanation of Responses:

1. Upon issue.

2. On 2/8/2023, options to purchase 50,000 shares of Issuer's common stock were issued to Reporting Person. The options vest in equal quarterly amounts over a three-year period from the date of grant. As of the date hereof, options to purchase 20,834 of Issuers common stock remain outstanding, and are unvested.

3. On 8/8/2023, options to purchase 10,000 shares of Issuer's common stock were issued to Reporting Person. The options vest in equal annual amounts over a three-year period from the date of grant. As of the date hereof, options to purchase 6,667 of Issuers common stock remain outstanding, and are unvested.

4. On 7/10/2024, options to purchase 50,000 shares of Issuer's common stock were issued to Reporting Person. The options vest in equal quarterly amounts over a three-year period from the date of grant. As of the date hereof, options to purchase 41,667 of issuers common stock remain outstanding, and are unvested.

	/s/ Geoffrey Hitchcock	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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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