Red Cat Holdings, Inc. 8-K

What Happened
Red Cat Holdings, Inc. announced on March 30, 2026 that its wholly owned subsidiary, 9563-4747 Quebec Inc., entered into a Share Purchase Agreement to acquire all issued and outstanding shares of Quaze Technologies, Inc., a Quebec-based company. The boards of both Red Cat and Quaze have approved the transaction.

Key Details

• Purchase price at closing: approximately $25,000,000 paid in Red Cat common stock, subject to customary adjustments for Quaze’s indebtedness, transaction expenses and net working capital.
• Earnout: up to an additional $5,000,000 in Red Cat common stock contingent on achieving specified integration, revenue and gross margin targets.
• Closing conditions include customary regulatory approvals, accuracy of representations and warranties, performance of contractual obligations, continued Nasdaq listing of Red Cat common stock, and Red Cat’s continued reporting status under the Securities Exchange Act.
• Termination: either party may terminate for mutual consent, uncured material breach (30-day cure), or if closing conditions are not satisfied by December 31, 2026.

Why It Matters
This is a strategic acquisition paid in stock that could expand Red Cat’s product or technology portfolio in drones/robotics through Quaze. The deal will dilute existing shareholders to the extent shares are issued as consideration and may include additional dilution if earnout targets are met. Completion depends on regulatory and other customary conditions, so investors should watch for subsequent filings confirming closing, any changes to consideration or material developments about regulatory approvals or integration milestones.