{"filing":{"accession_number":"0001104659-26-064095","cik":"0000748268","ticker":"RCAT","company_name":"Red Cat Holdings, Inc.","form":"8-K","filing_date":"2026-05-20","report_date":null,"primary_document":"tm2615163d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/748268/000110465926064095/tm2615163d1_8k.htm"},"events":[{"id":9715,"run_id":8514,"accession_number":"0001104659-26-064095","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Red Cat Holdings completed the acquisition of all issued and outstanding capital stock of Quaze Technologies Inc. on May 19, 2026, for $21 million in closing consideration (1,923,308 shares of common stock) plus up to $5 million in earnout consideration, representing a material acquisition that significantly affects the registrant's business and financial position.","company_name":"Red Cat Holdings, Inc.","ticker":"RCAT","filing_date":"2026-05-20","form":"8-K","submitted_at":null,"items":[{"id":487,"accession_number":"0001104659-26-064095","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Red Cat Holdings completed the acquisition of all issued and outstanding capital stock of Quaze Technologies Inc. on May 19, 2026, pursuant to a Share Purchase Agreement. The transaction involved $21 million in closing consideration (1,923,308 shares of common stock) plus up to $5 million in earnout consideration, representing a material acquisition of another company's equity that would significantly affect investor assessment of the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:41:20.042583+00:00","company_name":"","ticker":null,"filing_date":""},{"id":488,"accession_number":"0001104659-26-064095","item_number":"3.02","item_title":"Unregistered Sales of Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Red Cat Holdings issued unregistered \"Closing Shares\" as consideration in an acquisition, with potential for additional contingent share issuances tied to integration, revenue, and gross margin milestones. The disclosure explicitly references Item 3.02 (Unregistered Sales of Securities) and describes reliance on Section 4(a)(2) and Regulation D exemptions, which are hallmarks of private equity issuances. The contingent nature and acquisition context make this a material dilutive event for existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:41:20.042583+00:00","company_name":"","ticker":null,"filing_date":""},{"id":489,"accession_number":"0001104659-26-064095","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of an acquisition via press release on May 20, 2026. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a completed material acquisition event. The closing of an acquisition is material to investors as it represents a significant change in the company's business and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:41:20.042583+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":487,"accession_number":"0001104659-26-064095","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Red Cat Holdings completed the acquisition of all issued and outstanding capital stock of Quaze Technologies Inc. on May 19, 2026, pursuant to a Share Purchase Agreement. The transaction involved $21 million in closing consideration (1,923,308 shares of common stock) plus up to $5 million in earnout consideration, representing a material acquisition of another company's equity that would significantly affect investor assessment of the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:41:20.042583+00:00","company_name":"Red Cat Holdings, Inc.","ticker":"RCAT","filing_date":"2026-05-20"},{"id":488,"accession_number":"0001104659-26-064095","item_number":"3.02","item_title":"Unregistered Sales of Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Red Cat Holdings issued unregistered \"Closing Shares\" as consideration in an acquisition, with potential for additional contingent share issuances tied to integration, revenue, and gross margin milestones. The disclosure explicitly references Item 3.02 (Unregistered Sales of Securities) and describes reliance on Section 4(a)(2) and Regulation D exemptions, which are hallmarks of private equity issuances. The contingent nature and acquisition context make this a material dilutive event for existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:41:20.042583+00:00","company_name":"Red Cat Holdings, Inc.","ticker":"RCAT","filing_date":"2026-05-20"},{"id":489,"accession_number":"0001104659-26-064095","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of an acquisition via press release on May 20, 2026. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a completed material acquisition event. The closing of an acquisition is material to investors as it represents a significant change in the company's business and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:41:20.042583+00:00","company_name":"Red Cat Holdings, Inc.","ticker":"RCAT","filing_date":"2026-05-20"}]}