Statement of Beneficial Ownership (sc 13d)
November 12 2020 - 10:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. __)
|
Red
Cat Holdings, Inc.
|
|
(Name
of Issuer)
|
|
Common
Shares
|
|
(Title
of Class of Securities)
|
|
Gregory
French
c/o
Fat Shark Holdings, Ltd.
Cayman
Enterprise City,
90
North Church Street, George Town, Grand Cayman, Cayman Islands,
P.O.
Box CEC 30 Grand Cayman, KY1-9012
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
November
2, 2020
|
|
(Date
of Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Gregory
French
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) [
]
(b) [
]
|
|
3
|
SEC
USE ONLY
|
|
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
|
|
OO
/ PF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
5,338,255
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
5,338,255
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
5,338,255
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
21%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
|
|
|
|
|
|
|
|
Item 1.
|
Security
and Issuer
|
This
Schedule 13D relates to the common shares of Red Cat Holdings, Inc. (the “Company”). The address of the principal
executive office is 370 Harbour Drive, Palma del Mar, Humacao, PR 00791.
|
|
Item 2.
|
Identity
and Background
|
This
Schedule 13D is filed by Gregory French, a Canadian citizen (the “Reporting Person”). The business address of the
Reporting Person is c/o Fat Shark Holdings, Ltd., Cayman Enterprise City, 90 North Church Street, George Town, Grand Cayman, Cayman
Islands, P.O. Box CEC 30 Grand Cayman, KY1-9012. The Reporting Person is the founder of Fat Shark Holdings, LTD. and his principal
occupation is Chief Technology Officer.
During
the last five years, the Reporting Person has not been convicted in a criminal proceeding or been a party to a civil proceeding
of any judicial or administrative body of competent jurisdiction as a result of which neither it nor either of them was or is
subject to a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
|
|
Item 3.
|
Source
and Amount of Funds or Other Considerations
|
On
September 30, 2020, the Reporting Person entered into a Share Purchase Agreement (“Agreement”) among the Company,
Fat Shark Holdings, LTD., Fat Shark Tech., LTD., Fat Shark Technology SEZC, and FS Acquisition Corp. Pursuant to the closing of
the acquisition on November 2, 2020, the Reporting Person was issued 5,227,273 shares of Company Common Stock.
On
November 6, 2020, the Reporting Person acquired 110,982 shares of Company Common Stock in a private purchase for $50,000 cash.
The source of the funds was personal funds.
No
part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose
of acquiring, holding, trading, or voting the securities.
|
|
Item 4.
|
Purpose
of Transaction
|
The
information in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 4.
|
|
Item 5.
|
Interest
in Securities of the Issuer
|
The
information in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 5.
|
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
As
reported in the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2020, and Current Report on Form
8-K filed with the SEC on October 5, 2020, the Reporting Person has agreed to certain restrictions on the disposition of the shares
received during for a period of two years following closing (the “Lock-Up Agreement”). Under the Lock-Up Agreement,
a limit of up to the greater of 20% or $1,000,000 of the shares received may be sold prior to the 12 month anniversary of the
closing in privately negotiated transactions (provided the purchaser enters into a joinder agreement and agrees to be subject
to the same restrictions on such shares). Following the first year after closing, up to 10% of the average daily volume of the
common stock during the prior 10 trading days may be sold. The Agreement also requires the Reporting Person sell a pro-rata amount
of his common stock and provides for mandatory participation in certain sales by our large shareholders.
|
|
Item 7.
|
Material
to Be Filed as Exhibits
|
None.
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.
|
November
11, 2020
|
|
|
Dated
|
|
|
/s/
Gregory French
|
|
|
Signature
|
|
|
Gregory
French
|
|
|
Name/Title
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).