Red Cat Holdings Files SC 13D/A Amendment

TL;DR

Red Cat Holdings filed an amendment on their Unusual Machines stake. Watch this space.

AI Summary

Red Cat Holdings, Inc. filed an amendment (SC 13D/A) on July 23, 2024, regarding their holdings in Unusual Machines, Inc. The filing indicates a change in the reporting person's beneficial ownership of Unusual Machines, Inc. common stock. Red Cat Holdings, Inc. was formerly known as TimefireVR Inc., EnergyTEK Corp., and BROADLEAF CAPITAL PARTNERS INC.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Unusual Machines, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate significant stake building or changes in control, which can lead to increased volatility.

Key Players & Entities

• Red Cat Holdings, Inc. (company) — Reporting Person
• Unusual Machines, Inc. (company) — Issuer
• TimefireVR Inc. (company) — Former Name of Red Cat Holdings, Inc.
• EnergyTEK Corp. (company) — Former Name of Red Cat Holdings, Inc.
• BROADLEAF CAPITAL PARTNERS INC (company) — Former Name of Red Cat Holdings, Inc.

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $2,000,000 — e the principal amount of the note from $2,000,000 to $4,000,000, among other changes. The
• $4,000,000 — l amount of the note from $2,000,000 to $4,000,000, among other changes. The 8% Promissory
• $2,500,000 — 50 shares of Issuer Preferred Stock for $2,500,000, and (ii) 8% Promissory Note, as amende
• $1,900,000 — s amended, to the private purchaser for $1,900,000. As a result of the foregoing transact

Filing Documents

• rcat0722sch13da1.htm (SC 13D/A) — 28KB
• 0001554795-24-000176.txt ( ) — 30KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.01 per share of the Issuer. The principal executive offices of the Issuer are located at 4677 L B McLeod Rd, Suite J, Orlando, Florida 32811.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of the Filing Person. (b) The principal business address of the Filing Person is c/o Red Cat Holdings, Inc., 15 Ave. Muñoz Rivera, Ste. 2200, San Juan, PR 00901. (c) The Filing Person is in the business of developing and selling unmanned aerial technology, primarily drones, to commercial enterprises and government agencies . (d) During the last five years, the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Filing Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) The Filing Person is a Nevada corporation.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On July 22, 2024, the Filing Person entered into Exchange Agreement with the Issuer pursuant to which the Filing Person exchanged 4,250,000 shares of Common Stock of the Issuer for 4,250 shares of Series A Convertible Preferred Stock (“Preferred Stock”) of the Issuer. The exchange was made pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. No other consideration was received by the Filing Person for the Common Stock or paid to the Issuer for the Preferred Stock. In connection with a working capital adjustment arising from the transaction in which the Filing Person previously received an 8% Promissory Note from the Issuer, the Filing Person and the Issuer agreed to amend the terms of the 8% Promissory Note in order to increase the principal amount of the note from $2,000,000 to $4,000,000, among other changes. In connection with the Exchange Agreement and the amendment of the Promissory Note, the Filing Person entered into a Purchase Agreement with a private purchaser pursuant to which it agreed to sell its (i) 4,250 shares of Issuer Preferred Stock for $2,500,000, and (ii) 8% Promissory Note, as amended, to the private purchaser for $1,900,000. As a result of the foregoing transactions, the Filing Person no longer holds any Issuer securities and accordingly the Filing Person will no longer be subject to Section 13 with regards to the Issuer.

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) See responses to Items 11 and 13 on the cover page. (b) See responses to Items 7, 8, 9 and 10 on the cover page. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Red Cat Holdings, Inc. Date: July 23, 2024 /s/ Jeffrey Thompson Jeffrey Thompson, Chief Executive Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR