{"url_path":"/sec/rcat/8-k/2026-05-20/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-064095-index.html","accession_number":"0001104659-26-064095","cik":"0000748268","ticker":"RCAT","issuer_name":"Red Cat Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-064095-index.html","primary_entity_key":"0000748268","primary_entity_name":"Red Cat Holdings, Inc."},"word_count":320,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition\nof Assets.**\n\n \n\n*Share Purchase Agreement with respect to the\nacquisition of all the shares in the capital of Quaze Technologies, Inc.*\n\n \n\nOn May 19, 2026 (the “Closing Date”),\nRed Cat Holdings, Inc. (the “Company”), a U.S.-based provider of advanced all-domain drone and robotic solutions for\ndefense and national security, completed its acquisition of Quaze Technologies Inc., a corporation formed under the laws of Quebec (“Quaze”),\npursuant to the previously announced Share Purchase Agreement with 9563-4747 Quebec Inc., a corporation formed under the laws of Quebec\nand a direct wholly-owned subsidiary of the Company, the equity holders of Quaze and the Vendors’ Representative (the “Purchase\nAgreement”). Pursuant to the Purchase Agreement, the Purchaser acquired all of the issued and outstanding capital stock of Quaze\n(the “Acquisition”).\n\n \n\n*Acquisition Consideration*\n\n \n\nPursuant to the Purchase Agreement, the Company\ndelivered closing consideration consisting of 1,923,308 shares (the “Closing Shares”) of the Company’s common stock,\npar value $0.001 per share (“Common Stock”), which represents approximately $21 million of Closing Shares based on the twenty\n(20) day volume-weighted price of the Common Stock on The Nasdaq Capital Market as of May 18, 2026. The closing consideration includes\namounts payable to certain directors, officers and employees of Quaze, including officers and employees who are expected to continue to\nprovide services to Quaze after the Acquisition.\n\n \n\n*Earnout Consideration*\n\n \n\nAs additional consideration for Quaze equity holders,\nthe Purchase Agreement provides for the Company to pay earnout consideration of up to an additional $5,000,000 in shares of Common Stock\nupon the achievement of certain integration, revenue and gross margin thresholds.\n\n \n\nThe foregoing summary of the Purchase Agreement\nand the transactions contemplated thereby does not purport to be complete. It is not intended to provide any other factual information\nabout the Company, the Purchaser or Quaze, or to modify or supplement any factual disclosures about the Company in its public reports\nfiled with the SEC."}