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424B5 1 tm2614279-3_424b5.htm 424B5 tm2614279-3_424b5 - none - 5.9531615s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-295792

The information in this preliminary prospectus supplement and the accompanying base prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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 30 days to purchase up to an additional $30,000,000 of shares of our common stock at the public offering price, less underwriting discounts and commissions. Delivery of the shares of common stock is expected to be made on or about , 2026.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors” on page S-4 of this prospectus supplement, as well as those described in the accompanying prospectus and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Per share

Total(1)

Public offering price

Underwriting discounts and commissions(2)

Proceeds, before expenses, to Red Cat Holdings, Inc.

(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 about , 2026.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Evercore ISI

BofA Securities

The date of this prospectus supplement is , 2026.

	Page
SUMMARY		S-1
THE OFFERING		S-3
RISK FACTORS		S-4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		S-19
USE OF PROCEEDS		S-20
DILUTION		S-21
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		S-22
UNDERWRITING		S-26
LEGAL MATTERS		S-33
EXPERTS		S-33
WHERE YOU CAN FIND MORE INFORMATION		S-33
INCORPORATION OF DOCUMENTS BY REFERENCE		S-33

	Page
About this Prospectus		1
Cautionary Statement Regarding Forward-Looking Statements		3
Prospectus Summary		4
Risk Factors		6
Use of Proceeds		7
Selling Stockholders		8
Description of Capital Stock		9
Description of Warrants		13
Description of Units		16
Plan of Distribution		17
Legal Matters		21
Experts		21
Where You Can Find More Information		21
Incorporation of Certain Documents by Reference		22

Public offering price per share of common stock			$	11.25
Net tangible book value per share as of March 31, 2026	$	1.60
Increase in pro forma net tangible book value per share attributable to this offering	$	1.16
Pro forma net tangible book value per share as of March 31, 2026 after giving effect to this offering			$	2.76
Dilution per share to the new investor in this offering			$	8.49

Underwriter			Number of Shares
Evercore Group L.L.C.
BofA Securities, Inc.
Total

SEC Form 424B5 filed by Red Cat Holdings Inc.