Red Cat switches auditors to KPMG for 2025

Red Cat Holdings, Inc. has changed its independent registered public accounting firm, dismissing dbbmckennon LLC and appointing KPMG LLP as auditor for the fiscal year ending December 31, 2025.

Rhea-AI Filing Summary

Red Cat Holdings, Inc. has changed its independent registered public accounting firm, dismissing dbbmckennon LLC and appointing KPMG LLP as auditor for the fiscal year ending December 31, 2025. The company states that dbbmckennon’s reports on its financial statements for the eight months ended December 31, 2024 and the years ended April 30, 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications as to uncertainty, scope, or principles. Red Cat reports no disagreements with dbbmckennon on accounting, disclosure, or audit matters and no reportable events, other than a previously disclosed material weakness cited in its recent annual reports. The filing also notes that neither Red Cat nor its representatives consulted KPMG on accounting or auditing issues before the appointment.

Insights

Audit & governance analyst

Red Cat switches auditors to KPMG with no reported disputes.

Red Cat Holdings has replaced its prior auditor, dbbmckennon LLC, with KPMG LLP for the fiscal year ending December 31, 2025. The company emphasizes that dbbmckennon’s opinions on recent periods were clean, with no adverse or qualified opinions on its financial statements.

The only reportable issue cited is a previously disclosed material weakness in internal control over financial reporting, already referenced in the company’s Form 10-KT and Form 10-K. The company also states there were no disagreements with dbbmckennon on accounting principles, disclosures, or audit scope, which helps frame this as a governance decision rather than a dispute-driven change.

Red Cat notes that it did not consult KPMG on specific accounting treatments or expected audit opinions before the engagement. Subsequent periodic reports for periods ending after December 31, 2025 will show how KPMG assesses the company’s controls and financial reporting under this new relationship.

8-K Event Classification

Item 4.01 — Changes in Registrant's Certifying Accountant

1 item

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Red Cat Holdings (RCAT) announce in this 8-K filing?

Red Cat Holdings announced that its Audit Committee dismissed dbbmckennon LLC as its independent registered public accounting firm and approved the engagement of KPMG LLP as the new auditor for the fiscal year ending December 31, 2025.

Why did Red Cat Holdings (RCAT) change its independent auditor?

The filing states that the Audit Committee approved the change in auditor but does not give additional reasons. It emphasizes that there were no disagreements with dbbmckennon on accounting principles, disclosures, or audit procedures and no reportable events beyond a previously disclosed material weakness.

Were there any disagreements between Red Cat Holdings and dbbmckennon?

The company reports that during the relevant periods there were no disagreements with dbbmckennon on accounting principles, financial statement disclosure, or auditing scope or procedures that would have led the auditor to reference such issues in its reports.

Did dbbmckennon issue qualified opinions on Red Cat Holdings’ financial statements?

No. The company states that dbbmckennon’s audit reports for the eight months ended December 31, 2024 and the years ended April 30, 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications as to uncertainty, audit scope, or accounting principles.

What prior issues or weaknesses are mentioned in the Red Cat (RCAT) auditor change filing?

The filing refers to a material weakness identified by dbbmckennon that is disclosed in Red Cat’s Annual Reports on Form 10-KT and 10-K filed on March 31, 2025 and August 8, 2024, respectively.

Did Red Cat Holdings consult KPMG before hiring them as auditor?

Red Cat states that during the referenced periods neither the company nor anyone on its behalf consulted KPMG about the application of accounting principles to specific transactions, potential audit opinions, disagreements, or reportable events.

What additional document is attached to this Red Cat (RCAT) 8-K?

The filing includes as Exhibit 16.1 a letter from dbbmckennon dated September 4, 2025, responding to the company’s disclosures about the change in auditor.

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Accepted by SEC EDGAR 09/04/2025 - 04:39 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 28, 2025

Red Cat Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-40202		88-0490034
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

15 Ave. Munoz Rivera Ste. 2200, San Juan PR		00901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 466-9152

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RCAT		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant

a) Dismissal of Independent Registered Public Accounting Firm

On August 28, 2025, the Audit Committee of the Board of Directors of Red Cat Holdings, Inc. approved the decision to change its independent registered public accounting firm and dismissed dbbmckennon LLC (“dbbmckennon”) as its independent registered public accounting firm, to be effective immediately.

The audit reports of dbbmckennon on the consolidated financial statements of Red Cat Holdings, Inc. (the “Company”) as of and for the eight months ended December 31, 2024 and the years ended April 30, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the eight months ended December 31, 2024 and the two fiscal years ended April 30, 2024, and the subsequent interim period through August 28, 2025, there were no (i) disagreements (as defined in Item 304(a)1(iv) of Regulation S-K and the related instructions) between the Company and dbbmckennon on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) “reportable events” (as defined in Item 304(a)1(v) of Regulation S-K), other than the material weakness identified by dbbmckennon as disclosed in the Company’s Annual Reports on Form 10-KT and 10-K filed on March 31, 2025 and August 8, 2024, respectively.

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided dbbmckennon with a copy of the foregoing disclosures and has requested that dbbmckennon furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether dbbmckennon agrees with the statements made by the Company set forth above. A copy of dbbmckennon’s letter dated September 4, 2025 is attached as Exhibit 16.1 to this Form 8-K.

b) Appointment of New Independent Registered Public Accounting Firm.

On August 28, 2025, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. This decision was made pursuant to the authority of the Audit Committee as specified in its charter.

During the 8 months ended December 31, 2024 and the two fiscal years ended April 30, 2024, and the subsequent interim period through August 28, 2025, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Exhibit No.		Description of Exhibit
16.1		Letter from dbbmckennon dated September 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Red Cat Holdings, Inc.
September 4, 2025	By:	/s/ Jeffrey M. Thompson
	Name:	Jeffrey M. Thompson
	Title:	Chief Executive Officer

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