Red Cat Holdings, Inc.

(Former name or former address, if changed since last report)

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Emerging growth company¨

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Item 1.01 Entry into a Material Definitive Agreement.

Share Purchase Agreement with respect to the acquisition of all the shares in the capital of Quaze Technologies, Inc.

On March 30, 2026, Red Cat Holdings, Inc. (the “Company”), a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security, entered into a Share Purchase Agreement (the “Purchase Agreement”) with 9563-4747 Quebec Inc., a corporation formed under the laws of Quebec and a direct wholly-owned subsidiary of the Company (the “Purchaser”), the equity holders (the “Vendors”) of Quaze Technologies Inc., a corporation formed under the laws of Quebec (“Quaze”), and the Vendors’ Representative. Pursuant to the Purchase Agreement, the Purchaser will acquire all of the issued and outstanding capital stock of Quaze (the “Acquisition”). The Company’s board of directors and the board of directors of Quaze have approved the Purchase Agreement.

Acquisition Consideration

If the Acquisition is completed, the Company will deliver closing consideration of approximately $25,000,000 in shares of Company common stock, subject to customary adjustments for the indebtedness, transaction expenses and net working capital of Quaze as of the closing of the Acquisition.

Earnout Consideration

As additional consideration for Quaze equity holders, the Purchase Agreement provides for the Company to pay earnout consideration of up to an additional $5,000,000 in shares of Company common stock upon the achievement of certain integration, revenue and gross margin thresholds.

Representations and Warranties, Pre-Closing Covenants, Closing Conditions and Termination Provisions

The Purchase Agreement includes customary representations, warranties and covenants of the Company, the Purchaser and the Vendors made solely for the purposes of the Purchase Agreement and which may be subject to important qualifications and limitations agreed to by the Company, Purchaser, and the Vendors in connection with the negotiated terms of the Purchase Agreement.

The Purchase Agreement also contains customary pre-closing covenants, including the obligation of the Vendors to conduct the business of Quaze in the ordinary course in a manner consistent with past practice and to refrain from taking specified actions without the consent of the Company.

The completion of the Acquisition is subject to the satisfaction or waiver of customary closing conditions, including but not limited to (i) the obtaining or waiver of required approvals or notices, including certain regulatory approvals, (ii) performance in all material respects of the obligations required to be performed by the other parties pursuant to the Purchase Agreement at or prior to the completion of the Acquisition, (iii) the accuracy of certain representations and warranties made in the Purchase Agreement by the other parties, subject to certain qualifications, (iv) the continued listing of the Company’s common stock on The Nasdaq Capital Market, and (v) the Company remaining subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and its timely filing of all reports required thereunder.

The Purchase Agreement also includes termination provisions for both the Company and the Vendors, including the right to terminate by mutual consent, the right of either party to terminate the Purchase Agreement if the other party is in material breach of the Purchase Agreement and has not cured such breach within 30 days of notice of such breach, and the right of either party to terminate the Purchase Agreement if certain conditions to closing have not occurred on or prior to December 31, 2026.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete. It is not intended to provide any other factual information about the Company, the Purchaser or Quaze, or to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC.