It is my pleasure to invite you to attend the ~~Special~~2023 Annual Meeting of ~~the Shareholders~~Stockholders (the ~~“Special Meeting”~~"Annual Meeting") of ~~TimefireVR~~Red Cat Holdings, Inc.~~, a Nevada corporation (“Timefire” or the “Company”~~ ("Red Cat")~~, which~~. This year's Annual Meeting will be held on November 6, 2023. Similar to last year, the meeting will be held on-line to allow for greater participation by all shareholders, regardless of location. The Annual Meeting will begin at ~~10:00 a.m., local time~~12 p.m. Eastern Time and can be accessed by calling toll free at 877-407-3088.

The matters expected to be acted upon at the Annual Meeting are listed in the Notice of Annual Meeting of Stockholders and more fully described in the accompanying proxy statement. We have also made available or provided our Annual Report on ~~May 3, 2018 at ______________________________________,~~Form 10-K for the ~~following purposes:~~fiscal year ended April 30, 2023 which contains important business and financial information regarding Red Cat.

Your vote is important. Whether or not you plan to attend the Annual Meeting, to ensure that your shares will be represented, please cast your vote as soon as possible via the internet, or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually.

Your vote is important. As described in your electronic proxy materials notice or on the enclosed paper proxy card and voting instructions, please vote by: (1) accessing the internet website or (2) signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend online.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON NOVEMBER 6, 2023: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.REDCAT.VOTE ON SEPTEMBER 15, 2023.

~~The Company’s Board of Directors (the “Board”) has fixed the close of business on March 6, 2018 as the date (the “Record Date”) for a determination of shareholders~~Record Date:Only stockholders of record at the close of business on September 8, 2023 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.Proxy Voting:Each share of common stock represents one vote.

If you are a registered holder, contact our transfer agent, Equity Stock Transfer, LLC, through its website at www.equitystock.com or by phone at (212) 575-5757.

If you are a beneficial owner of record as of the Record Date (i.e., you held your shares in an account at a brokerage firm, bank or other similar agent), contact your broker, bank or other agent.

This notice of the Annual Meeting, proxy statement, form of proxy and ~~to vote at, this Special Meeting~~our 2023 Annual Report are being distributed or ~~any adjournment thereof.~~made available on or about September 15, 2023.

~~Important notice regarding~~Whether or not you plan to attend the ~~availability of~~audio-only conference call Annual Meeting, we encourage you to vote or submit your proxy ~~materials for the Special Meeting to be held on May 3, 2018. This Proxy Statement is available at: https://www.proxyvote.com.~~

Please note that space limitations make it necessary to limit attendance to shareholders. Registration and seating will begin at 9:45 a.m. Shares can be voted at the meeting only if the holder is present in person or by valid proxy.

For admission to the meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

~~If you do not plan on attending the meeting, please vote your shares~~ via the internet, ~~by phone~~ or ~~by signing~~request and ~~dating~~submit your proxy card as soon as possible, so that your shares may be represented at the ~~enclosed proxy and return it in the business envelope provided. Your vote is very important.~~meeting.

The accompanying proxy is solicited on behalf of the board of directors of Red Cat Holdings, Inc. (“we,” “us,” the “Company,” “our company” or “Red Cat”) for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held as an audio-only conference call by calling 877-407-3088 (Toll Free) on November 6, 2023 at 12 p.m. Eastern Time, and any adjournment or postponement thereof. Beginning on or about September 15, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), which contains instructions on how to access this proxy statement for the Annual Meeting (this “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended April 30, 2023 (the “Annual Report”), is being mailed to our stockholders. Our fiscal year ended April 30, 2023 is also referred to herein as “Fiscal 2023.”

We are using the internet as the primary means for furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability with instructions for accessing the proxy materials online, including this Proxy Statement and our Annual Report, and for voting via the internet or by mail. The Notice of Internet Availability also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We encourage stockholders to take advantage of the online availability of proxy materials, as we believe it helps in conserving natural resources and reduces our printing and mailing costs.

The purpose is to have stockholders vote upon the proposals described in this Proxy Statement

1. The election of each of the four (4) directors set forth in Proposal One to serve for a term of one year or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

2. The ratification of the appointment of BF Borgers, CPA, PC as our independent registered public accounting firm for the fiscal year ending April 30, 2024.

3. To approve an amendment to the Company's 2019 Equity Incentive Stock Plan to increase the number of shares of common stock that can be issued thereunder by 3,000,000 to a total of 11,750,000.

What is the recommendation of our Board of Directors on each of the proposals scheduled to be voted upon at the Annual Meeting?

While the Covid 19 pandemic has substantially subsided, variants continue to emerge and many individuals remain concerned about meeting in close settings with many people. As a result, we have decided to continue to hold the Annual Meeting in a virtual format which will be conducted via an audio-only conference. We intend to hold the virtual Annual Meeting in a manner that affords you the same rights and opportunities to participate as you would have at an in-person meeting.

All holders of our common stock as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting (via webinar or phone call). Set forth below is a summary of the information you need to attend the Annual Meeting:

What if I have technical difficulties or trouble accessing the virtual Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual Annual Meeting. If you encounter any difficulties, please call: 877-804-2062 (Toll Free) or email proxy@equitystock.com.

A replay of the Annual Meeting will be posted as soon as practical on www.redcat.vote.

Stockholders as of the Record Date are entitled to vote at the Annual Meeting. At the close of business on the record date, _______________, 2023, there were _____________ shares of our common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter presented at the Annual Meeting. There is no cumulative voting.

Whether you plan to attend the virtual Annual Meeting or not, ~~you expect to attend in person,~~ we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. Except as set forth below, if you properly submit a proxy without giving specific voting instructions, your shares ~~at your earliest convenience. This~~ will ~~ensure~~be voted in accordance with the ~~presence~~Board of ~~a quorum at the meeting. Promptly voting your shares via the Internet,~~Director’s recommendations. Voting by ~~phone or by signing, dating, and returning the enclosed~~ proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not ~~prevent you from voting~~affect your ~~shares at~~right to attend the ~~meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!~~

These proxy materials are being sent to the holders of shares of the voting stock of Timefire in connection with the solicitation of proxies by Timefire’s Board for use at the Special Meeting to be held at 10:00 a.m. on May 3, 2018 at ____________________________. The proxy materials relating to the Special Meeting are first being mailed to shareholders entitled to vote at the meeting on or about March 19, 2018.

~~The Board has fixed the close of business on March 6, 2018 as the Record Date for a determination of shareholders entitled to notice of, and to vote at, the Special~~Annual Meeting. On the Record Date, there were __________ shares of common stock outstanding. Each share of the Company’s common stock represents one vote that may be voted on each matter that may come before the Special Meeting. There are no shares of preferred stock that are entitled to vote.

The Board intends to use Proxies, executed by shareholders of the Company’s common stock in conjunction with the sale of Timefire LLC (“TLLC”), to vote the shares of the shareholders who executed proxies. The following table sets forth the name and the number of shares of voting stock held by the shareholders who executed proxies:

~~What is the difference between holding shares as a record holder and as a beneficial owner?~~

If your shares are registered directly in your name ~~with the Company’s~~through our stock transfer agent, Equity Stock Transfer, or you ~~are~~have stock certificates, you may vote:

If your shares are held in ~~a stock brokerage account, a~~“street name,” then your bank, broker or other ~~holder of record,~~nominee should provide a request for voting instructions along with the Company’s proxy solicitation materials. By completing the voting instruction card, you ~~are considered the “beneficial owner” of those shares held in “street name.” If~~may direct your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Record holders and beneficial owners may attend the Special Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date. Please see below for instructions on how to vote at the Special Meeting if your shares are held in street name.

To carry on the business of the Special Meeting, we must have a quorum. For proposal one, a quorum is present when 50.1% of the outstanding shares of stock entitled to vote, as of the Record Date, are represented in person or by proxy. For proposal two, a quorum is present when 25% of the outstanding shares of stock entitled to vote, as of the Record Date, are represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Special Meeting. Broker non-votes (because there is a non-routine matter presented at the Special Meeting) and abstentions are counted as present for the purpose of determining the existence of a quorum.

If a quorum is not present to transact business at the Special Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit solicitation of proxies.

~~If your shares are held in street name, you must instruct the organization who holds your shares~~nominee how to vote your shares. If you partially complete the voting instruction but fail to complete one or more of the voting instructions, then your nominee may be unable to vote your shares with respect to the proposal as to which you provided no voting instructions. Alternatively, if you want to vote your shares during the Annual Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy. If you fail to present a nominee-issued proxy to proxy@equitystock.com by 5:00 p.m. Eastern Time on November 6, 2023, you will not be able to vote your nominee- held shares during the Annual Meeting.

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Shareholders may submit live questions on the conference line while attending the virtual Annual Meeting. Only questions pertinent to meeting matters or our Company will be answered during the meeting, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition.

The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote in advance of the Annual Meeting by mail or internet or by telephone or if you have properly submitted a proxy.

For Proposal One, each director will be elected by a plurality of the votes cast, which means that the four (4) individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES,” to “WITHHOLD AUTHORITY FOR ALL NOMINEES” or “FOR ALL EXCEPT” one or more of the nominees you specify. If any nominee is unable or unwilling to serve for any reason, proxies may be voted for such substitute nominee as the proxy holder might determine. Proxies may not be voted for more than five directors. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

For Proposal Two, ratification of the appointment of BF Borgers, CPA, PC as our independent registered public accounting firm for the fiscal year ending April 30, 2024 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

For Proposal Three, the approval, an amendment to the company’s 2019 Equity Incentive Stock Plan to increase the number of shares of common stock that can be issued thereunder by 3,000,000 to a total of 11,750,000 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting represents a majority of the votes cast by stockholders.

Abstentions (i.e. shares present at the Annual Meeting and marked “abstain”) and “broker non-votes” are each included in the determination of the number of shares present and entitled to vote at the meeting for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting; however, neither abstentions nor broker non-votes are counted as voted either for or against a proposal and, as such, will not affect the outcome of the vote on any proposal.

A “broker non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker has not received voting instructions from you and is not authorized to vote on that proposal without instructions. A broker is authorized to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not authorized to vote shares held for a beneficial owner on “non-routine” matters without instructions from the beneficial owner of those shares.

Proposals One and Three are each considered a “non-routine” matter. If you do not provide ~~voting~~your broker with specific instructions on how to vote your shares, the broker that holds your shares will not be ~~voted~~authorized to vote on ~~any non-routine proposal. This~~Proposals One and Three. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

Proposal Two is considered a “routine” matter. Brokers have discretionary authority to vote ~~is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the Proposals.~~shares that are beneficially owned on Proposal Two.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the ~~shareholder of record,~~instructions included on each proxy card and vote each proxy card via the internet or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign and return aeach proxy card ~~without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on~~you received to ensure that all ~~matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting. If~~of your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by the Board on any non-routine matter. See the note below and the following question and answer.

Abstentions only have an effect on the outcome of any matter being voted on that requires the approval based on the Company’s total voting stock outstanding. Thus, abstentions have no effect on any of the proposals.

~~How many votes are needed for each proposal to pass, is broker discretionary voting allowed and what is the effect of an abstention?~~

You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your proxy card.

You may revoke your proxy and reclaim your right to vote up to and including the day of the Special Meeting by giving written notice to the Corporate Secretary of Timefire, by delivering a proxy card dated after the date of the proxy or by voting in person at the Special Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: TimefireVR Inc., Dba/Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.voted.

Who is paying for ~~the expenses involved in preparing and mailing~~ this proxy ~~statement?~~solicitation?

~~All of~~We will pay the expenses ~~involved in preparing, assembling and mailing these proxy materials and all costs~~ of soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any other information furnished to stockholders. Following the original mailing of the proxy materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Following the original mailing of the proxy materials, we will request brokers, custodians, nominees and other record holders to forward copies of the proxy materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote via the internet, you are responsible for any internet access charges you may incur.

Voting results will be ~~paid~~tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the U.S. Securities and Exchange Commission (the “SEC”) in a current report on Form 8-K within four business days of the Annual Meeting.

Our board of directors currently consists of four members. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal. There are no family relationships among any of our directors or executive officers.

Our Board has determined that all of our present directors are independent, in accordance with standards under the Nasdaq Listing Rules, other than Mr. Thompson. Our Board determined that, under the Nasdaq Listing Rules, Mr. Thompson is not an independent director because he is the Chief Executive Officer and President of the Company.

Our Board has determined that Christopher Moe, Nicholas Liuzza, and Joseph Freedman are independent under the Nasdaq Listing Rules’ independence standards for Audit Committee members. Our Board has also determined that Nicholas Liuzza, Christopher Moe and Joseph Freedman are independent under the Nasdaq Listing Rules independence standards for Compensation Committee members and that Joseph Freedman and Nicholas Liuzza are independent under the Nasdaq Listing Rules independence standards for Governance and Nominating committee members.

The Audit Committee is composed of three independent directors: Christopher Moe, Nicholas Liuzza, and Joseph Freedman. Each member of the Audit Committee is an independent director as defined by the rules of the SEC and Nasdaq. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management all matters relating to the annual audit of the Company.

The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements.

The Audit Committee meets at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and meets from time to time to discuss general corporate matters.

Our Board determined that Christopher Moe is qualified as an Audit Committee Financial Expert, as that term is defined by the rules of the SEC, in compliance with the Sarbanes-Oxley Act of 2002.

The Compensation Committee, which currently consists of Nicholas Liuzza, Christopher Moe and Joseph Freedman each of whom are independent directors. Among other things, the Compensation Committee reviews, recommends, and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers). The Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the Committee considers the annual performance evaluation of the Chief Executive Officer conducted by the Board in light of company goals and objectives relevant to Chief Executive Officer compensation, competitive market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant. The Compensation Committee is guided by, and seeks to promote, the best interests of the Company and its shareholders.

In addition, subject to existing agreements, the Compensation Committee determines the salaries, bonuses, and other matters relating to compensation of the executive officers of the Company using similar parameters. It sets performance targets for determining periodic bonuses payable to executive officers. It also reviews and makes recommendations to the ~~solicitation~~Board regarding executive and employee compensation, as well as benefit plans and programs, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a Board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full Board.

The Compensation Committee also reviews and makes recommendations with respect to stockholder proposals related to compensation matters. The committee administers the Company’s equity incentive plans, including the review and grant of stock options and other equity incentive grants to executive officers, as well as other employees and consultants.

The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by ~~mail, proxies may~~the committee.

The Governance and Nominating Committee, consists of Joseph Freedman, Nicholas Liuzza, and Christopher Moe each of whom meets the independence requirements of all other applicable laws, rules and regulations governing director independence, as determined by the Board.

The Governance and Nominating Committee (i) identifies individuals qualified to become members of the Board consistent with criteria approved by the Board, (ii) recommends to the Board the director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be ~~solicited~~elected, (iii) recommends to the Board candidates to fill any vacancies on the Board, (iv) develops, recommends to the Board, and reviews the corporate governance guidelines applicable to the Company, and (v) oversees the evaluation of the Board and management.

In recommending director nominees for the next annual meeting of stockholders, the Governance and Nominating Committee ensures the Company complies with its contractual obligations, if any, governing the nomination of directors. It considers and recruits candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the Board or otherwise. The Committee conducts, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the independence and other qualification requirements established by the Committee. The Committee also recommends candidates to fill positions on committees of the Board.

In selecting and recommending candidates for election to the Board or appointment to any committee of the Board, the Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Committee shall consider such factors at it deems appropriate, including, without limitation, the following (i) personal and professional integrity, ethics and values, (ii) experience in corporate management, such as serving as an officer or former officer of a publicly-held company (iii) experience in the Company’s industry, (iv) experience as a board member of another publicly-held company, (v) diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company, (vi) practical and mature business judgment, (vii) and composition of the Board (including its size and structure).

The Committee develops and recommends to the Board a policy regarding the consideration of director candidates recommended by the Company’s ~~officers~~stockholders and ~~regular employees~~procedures for submission by ~~telephone or~~stockholders of director nominee recommendations.

In appropriate circumstances, the Committee, in ~~person. Such persons~~its discretion, will consider and may recommend the removal of a director, in accordance with the applicable provisions of the Company’s certificate of incorporation and bylaws. If the Company is subject to a binding obligation that requires director removal structure inconsistent with the foregoing, then the removal of a director shall be governed by such instrument.

The Committee oversees the evaluation of the Board and management. It also develops and recommends to the Board a set of corporate governance guidelines applicable to the Company, which the Committee shall periodically review and revise as appropriate. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention.

In September 2022, the Red Cat Board of Directors established a Special Committee ("SC") with a mandate to oversee and manage the negotiation, structure, and terms of the anticipated UMAC transaction. Additionally, the committee is tasked with providing essential support for this transaction and managing any other matters that may be assigned to them by the board. Joe Freedman and Chris Moe were chosen as Co-Chairs of the committee and were authorized to receive ~~no compensation~~a payment of $15,000 each for their ~~services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to~~time.

Upon the ~~beneficial owners~~execution or termination of the ~~shares held~~UMAC transaction and the satisfactory resolution of ~~record~~all other assigned matters, the Special Committee will have fulfilled its purpose and will be dissolved.

While we do not have a formal policy on diversity, the Board considers diversity to include the skill set, background, reputation, type and length of business experience of the Board members as well as a particular nominee’s contributions to that mix. The Board believes that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its stockholders. Although there are many other factors, the Board seeks individuals with experience in operating and growing businesses.

Jeffrey Thompson serves as the Chairman of the Board and actively interfaces with management, the Board and counsel regularly.

The Company’s risk management function is overseen by the Board. The Company’s management keeps the Board apprised of material risks and provides the directors with access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Jeffrey Thompson, Chairman of the Board, works closely together with the other members of the Board when material risks are identified on how to best address such ~~persons,~~risks. If the identified risk poses an actual or potential conflict with management, the Company’s independent directors may conduct the assessment. Presently, the primary risk affecting us is that we have never been profitable and we ~~may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.~~have limited financial resources to support our operations.

There are ~~presented at the Special Meeting?~~no family relationships among any of our officers or directors.

~~Other than the items of business described in this Proxy Statement, we~~We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other ~~business~~minor offenses) or being subject to ~~be acted upon at~~any of the Special Meeting. If you submit a signed proxy card, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Special Meeting.items set forth under Item 401(f) of Regulation S-K.

~~What if~~The Board has adopted a ~~quorum is not present at the Special Meeting?~~

~~If a quorum is not present at the scheduled time~~Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the ~~Special Meeting, then Mr. Jonathan Read,~~Company’s employees, including the Company’s Chief Executive Officer and ~~Chairman~~Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’s directors and its Chief Operating Officer. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including (i) the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, (iii) the prompt reporting of illegal or unethical behavior, and (iv) accountability for adherence to the Code of Ethics.

There are no material changes to the procedures by which security holders may recommend nominees to our Board.

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the ~~Board,~~four nominees named below be elected as a director to serve until our next annual meeting of stockholders or ~~Mr. Gary Smith, a member~~until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

The nominees, their ages as of August 1, 2023, and biographical information are set forth below:

Jeffrey M. Thompson, Director, President and Chief Executive Officer, Age 59

Jeffrey Thompson has been President and Chief Executive Officer of the ~~Board, are authorized~~Company since May 15, 2019. In December 1999, Mr. Thompson founded Towerstream Corporation (Nasdaq:TWER), a fixed-wireless fiber alternative company delivering high-speed internet access to ~~adjourn~~businesses, and served as its president, chief executive officer and a director from November 2005 to February 2016. In 1994, Mr. Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997) and became eFortress through 1999. Mr. Thompson holds a B.S. degree from the ~~Special Meeting until a quorum is present or represented.~~University of Massachusetts.

~~What is “householding”~~Mr. Thompson’s management and ~~how does it affect me?~~public company experience and his role as President and Chief Executive Officer of the Company, led to his appointment as a director.

~~Record holders who have~~Joe Freedman is an entrepreneur with experience in launching, growing, and successfully exiting businesses in executive search, title insurance, legal services, and hospitality. His entrepreneurial journey includes turnarounds, mergers & acquisitions, as well as winding down and liquidating the ~~same address~~assets of an unprofitable business. Prior to selling three businesses to NYSE-listed, private equity, and ~~last name will receive only~~privately held companies, he successfully built them into industry market leaders. Five companies led by Mr. Freedman were listed on the Inc. 500/5000 a total of 15 times, with one ~~copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce~~ranking in the ~~Company’s printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.~~top 100.

~~If you are eligible for householding, but you~~In 2006, Mr. Freedman co-founded Peachtree Tents & Events Holdings, LLC, where he served as chief executive officer until 2021 and ~~other record holders with whom you share an address, receive multiple copies~~currently serves on the board. Previously, he co-founded and served as chief executive officer of ~~these proxy materials, or if you hold Timefire stock in more than one account,~~RFx Legal, LLC, Richmond Title, LLC, and ~~in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’s Corporate Secretary at: TimefireVR~~AMICUS Legal Staffing, Inc.~~, Dba/ Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.~~ until their acquisitions.

~~If you participate~~In addition to his entrepreneurial pursuits, Mr. Freedman actively participates in ~~householding and wish~~various civic boards, including the Entrepreneurs’ Organization (Nashville Chapter), where he has held multiple board positions, including that of president. Currently, he holds the position of Governance Chair. In 2022, Mr. Freedman established the nonprofit organization, Drones For Good Worldwide, driven by his passion for making a positive impact. The organization focuses on providing drones to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.support humanitarian efforts during disasters worldwide.

~~Do I have dissenters’ (appraisal) rights?~~

Mr. Freedman holds a B.S. degree in Finance from Louisiana State University and a Juris Doctorate from Northwestern California University School of Law. His experience in recruiting, business, and finance has provided the foundation for his appointment to the Board of the Company.

Nicholas Liuzza Jr. has been a director of the ~~proposals brought before~~Company since June 1, 2019. Mr. Liuzza co-founded Beeline Loans, a Digital Mortgage Lender in 2019. Previously, Mr Liuzza founded Linear Title & Closing, Ltd, a highly automated, and one of the ~~Special Meeting.~~largest, private national title agencies in the U.S in 2005. In 2012, he founded Nexgen Mortgage Services. Both companies merged with Real Matters and went public on the Toronto Stock Exchange (TSX) in 2018 at a $1 billion valuation. Nick served as Executive Vice President of Real Matters, Inc. and exited in 2020 to work for Beeline Loans. Mr. Liuzza founded New Age Nurses, a healthcare staffing company which he grew into a national provider of healthcare personnel services which became the platform for a reverse merger which listed on the OTC upon its acquisition in 2003 by Crdentia. Prior thereto, Mr. Liuzza was Executive Vice President of AMICUS Legal Staffing, a national staffing services provider with a specialization in real estate transactions. Mr. Liuzza started his career with Xerox Corporation in 1988. Mr. Liuzza’s more than 20 years of experience as an entrepreneur in the software industry and his sales and software development experience led to his appointment as a director.

~~Can a shareholder present a proposal to be considered at an annual or special meeting?~~

~~For~~Christopher R. Moe serves as the Chief Financial Officer and Director of Yates Electrospace Corporation, a ~~shareholder proposal~~heavy payload autonomous cargo delivery drone developer and producer. Earlier he was the Chairman, Chief Executive Officer and co-Founder of ProBrass Inc., a rifle brass cartridge case manufacturing company. Previously he was the Chief Financial Officer of Vectrix Holdings Limited, a subsidiary of GP Industries Ltd (G20:SGX), an international developer and manufacturer of electric motorcycles and Chief Financial Officer and Director of Mission Motor Company, a company focused on advanced EV and hybrid powertrains for automobile and power sports applications. Earlier he served as the Chief Financial Officer & Director of Vectrix Corporation (LSE:VRX), Managing Director of GH Ventures, Managing Director of Kirkland Investment Corporation, Chief Executive Officer of St. Louis Ship Industries, Vice President of Wasserstein, Perella & Co.’s merchant banking fund and Vice President/Area Head with Citicorp’s Leveraged Capital Group. He served as a Captain of United States Marines and deployed with artillery and infantry units twice to ~~be considered for inclusion~~the Western Pacific and Indian Ocean. He is the Treasurer of The Pennfield School and the former Treasurer of the Zabriskie Memorial Church of Saint John the Evangelist. He holds a BA degree in English from Brown University and an MBA from the ~~Company’s Proxy Statement and proxy card for the next meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, (the “Exchange Act,”) the following is required:~~

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to TimefireVR Inc., DBA/ Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.Harvard Business School.

~~We reserve~~Mr. Moe’s experience in operational finance, and with venture capital, private equity, M&A, and corporate finance transactions, both as agent and principal, with a focus on transportation, provide the ~~right to amend~~basis upon which the ~~Company’s Bylaws and any change will apply~~Company appointed him to the ~~next annual or special Meeting unless otherwise specified in the amendment.~~Board.

~~None of the officers or directors have any interest in any of the matters to be acted upon at the Special Meeting.~~

The following table ~~sets forth~~presents the total compensation for each person who served as a non-employee director during Fiscal 2023. Mr. Thompson is not included in the table below, as he is employed as our Chief Executive Officer and receives no compensation for his service as director. The compensation received by Mr. Thompson as an employee is included in the “Executive Compensation—Summary Compensation Table.”

In April 2022, the Board of Directors established a formal compensation plan for Non-Employee Directors. Under the plan, Non-Employee Directors shall receive annual compensation of $100,000 consisting of:

$40,000 in cash compensation, payable in monthly installments beginning May 1, 2022

$60,000 in equity compensation, payable in the form of shares of restricted common stock to be issued on May 1 annually, with 25% of the shares vesting immediately and the remaining 75% vesting in 24 monthly

installments beginning on June 1

In addition, the Chairman of each Committee of the Board shall receive additional annual cash compensation, payable in monthly installments, as follows:

$10,000 - Audit Committee

$6,000 - Compensation Committee

$5,000 - Nominating and Governance Committee

In addition, in November 2022, the Board of Directors established Lead Director compensation of $22,500 annually, payable monthly as well as a one-time payment of $15,000 to each member of the Special Committee, payable in the form of fully vested restricted common stock. This resulted in total compensation to each Non-Employee Director for the fiscal year ended April 30, 2023 as follows:

$121,635 to Joseph Freedman, consisting of $40,000 for board service, $733 as Chairman of the Compensation Committee, $5,000 as Chairman of the Nominating and Governance Committee, $11,250 as Lead Director, and $64,652 representing the fair value of the 30,353 shares which vested in the fiscal year ended April 30, 2023.

$104,922 to Nicholas Liuzza, consisting of $40,000 for board service, $1,218 as Chairman of the Audit Committee. $5,267 as Chairman of the Compensation Committee and $58,437 representing the fair value of the 27,435 shares which vested in the fiscal year ended April 30, 2023.

$36,219 to Jonathan Read, consisting of $21,220 for board service and $14,999 representing the fair value of the 7,042 shares which vested in the fiscal year ended April 30, 2023.

$113,422 to Christopher Moe consisting of $40,000 for board service, $8,770 as Chairman of the Audit Committee and $64,652 representing the fair value of the 30,353 shares which vested in the fiscal year ended April 30, 2023.

$44,143 to Mary Beth Long, consisting of $18,554 for board service and $25,589 representing the fair value of the 21,324 shares which vested in the fiscal year ended April 30, 2023.

In May 2023, the Board of Directors established Board compensation for the fiscal year ended April 30, 2024. Base compensation was established at $105,000, consisting of $45,000 in cash and $60,000 in restricted stock awards. In addition, Leadership compensation, payable in cash, was established at $25,000 for Joe Freedman, $20,000 for Christopher Moe, $10,000 for Nick Liuzza, and $10,000 for Mary Beth Long. Finally, Committee compensation, payable in restricted stock awards, was established at $30,000 for each of Joe Freedman and Chris Moe. Total compensation for fiscal 2024 was established at $160,000 for Joe Freedman, $155,000 for Chris Moe, $115,000 for Nick Liuzza, and $115,000 for Mary Beth Long. The number of shares of restricted stock to be awarded shall be based on the $1.06 closing price on May 15, 2026, the date these actions were approved. Cash payments shall be made monthly in arrears and the restricted stock awards shall vest as follows: (i) 25% on May 16, 2023, (ii) 25% on November 16, 2023, (iii) 25% on February 16, 2024, and (iv) 25% on May 16, 2024.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” FOR THE ELECTION OF THE FOUR DIRECTORS SET FORTH IN THIS PROPOSAL ONE.

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected BF Borgers, CPA, PC as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending April 30, 2024, and recommends that our stockholders vote for the ratification of such selection. The ratification of the selection of BF Borgers, CPA, PC as our independent registered public accounting firm for the fiscal year ending April 30, 2024 requires the affirmative vote of a majority of the votes cast by stockholders. In the event that BF Borgers, CPA, PC is not ratified by our stockholders, the Audit Committee will review its future selection of BF Borgers, CPA, PC as our independent registered public accounting firm.

BF Borgers, CPA, PC audited our financial statements for the fiscal year ended April 30, 2023.

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our Audit Committee annually. In accordance with standard policy, BF Borgers, CPA, PC periodically rotates the individuals who are responsible for our audit. During the years ended April 30, 2023 and April 30, 2022, fees for services provided by BF Borgers, CPA, PC were as follows:

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by our Audit Committee.

PROPOSAL THREE: AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2019 EQUITY INCENTIVE STOCK PLAN

Stockholders of the Company have previously approved our 2019 Equity Incentive Plan. The Board has adopted a resolution approving an increase in the number of shares authorized under the 2019 Equity Incentive Plan (the "Plan") subject to shareholder approval. This proposal would increase the number of shares authorized for issuance under the Plan from 8,750,000 to 11,750,000, representing an increase of 3,000,000. A copy of the Plan is attached as Exhibit 10.1.

The Plan allows us to incentivize the Company’s key employees, consultants, officers and directors with long-term compensation awards, such as stock options, restricted stock, and restricted stock units. Equity incentives may form an integral part of the compensation paid to the Company’s employees, particularly those in positions of key importance, and directors. All of the shares authorized for issuance under the Plan have been issued. An increase in the authorized number of shares is important to the Company’s ability to continue to attract, retain, engage and focus highly motivated and qualified employees, particularly in the competitive labor market that exists today, and to attract independent directors.

Shareholders have no rights under the Nevada Revised Statutes or under the Company’s charter documents to exercise dissenters’ rights of appraisal with respect to the approval of an increase in the number of shares authorized under the Plan.

The Plan is a broad-based equity incentive plan in which all employees, consultants and directors of the Company and its affiliates and such other individuals designated by the Board or committee administering the plan who are reasonably expected to become employees, consultants and directors are eligible to participate (collectively the “Eligible Parties”). The purpose of the Plan is to further the growth and development of the Company by providing, through ownership of stock of the Company and other equity-based awards, (i) an incentive to its Eligible Parties who are in a position to contribute materially to the prosperity of the Company, (ii) to increase such persons’ interests in the Company’s welfare by encouraging them to continue their services to the Company, and (iii) by enabling the Company to attract individuals of outstanding ability to become Eligible Parties of the Company.

The Plan is to be administered by the Board, or by the Compensation Committee if appointed by the Board to administer the Plan, which collectively we refer to as the “Administrator.” The Board may delegate to officers of the Company the power to grant awards to the extent permitted by the laws of the State of Nevada.

Awards granted under the Plan may be Incentive Stock Option (“ISOs”), Non-Qualified Stock Options, Stock Appreciation Rights (“SARs”), restricted stock, or restricted stock units which are awarded to Eligible Parties, who, in the opinion of the Administrator, have contributed, or are expected to contribute, materially to the Company’s success.

The identification of individuals entitled to receive awards, the terms of the awards, and the number of shares subject to individual awards, are determined by the Administrator, in its sole discretion.

The maximum number of shares of Common stock, or common stock underlying other securities such as options, that may be issued pursuant to the Plan is presently 8,750,000. All such shares have been issued. Proposal Three would increase the number of shares issuable under the Plan to 11,750,000 representing an increase of 3,000,000.

The Administrator may grant either qualified options, which are options that qualify as ISOs under Section 422(b) of the Internal Revenue Code, or Non-Qualified Stock Options. A stock option entitles the recipient to purchase a specified number of shares of common stock at a fixed price subject to terms and conditions set by the Administrator, including conditions for exercise that must be satisfied, which typically will be based solely on the continued provision of services as an employee consultant. The purchase price of shares of common stock covered by an ISO cannot be less than 100% of the fair market value of the common stock on the last trading day prior to the date the option is granted. Fair market value of the common stock is generally equal to the closing price for the common stock on the trading date before the option is granted.

An SAR entitles the holder to receive, as designated by the Administrator, cash or shares of common stock, having a value equal to the excess of the fair market value of a specified number of shares of common stock at the time of exercise over the exercise price established by the Administrator.

The exercise price of each SAR granted under the Plan shall be established by the Administrator or shall be determined by the method established by the Administrator at the time the SAR is granted, provided the exercise price shall not be less than 100% of the fair market value of a share of common stock on the date of the grant of the SAR, or such higher price as is established by the Administrator. Shares of common stock delivered pursuant to the exercise of a SAR shall be subject to such conditions, restrictions and contingencies as the Administrator may establish in the applicable SAR agreement or document, if any.

A restricted stock award gives the recipient a stock award subject to restriction on sale. The Administrator determines the terms and conditions of restricted stock awards, including the number of shares of restricted stock granted, and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services, and also may include a performance-based component. Unless otherwise provided in the award agreement, the holder of a restricted stock award generally will have the rights of a shareholder from the date of grant of the award, including the right to vote the shares of common stock and the right to receive cash dividends as well as share and property distributions on the shares.

A restricted stock unit gives the recipient the right to receive a number of shares of the Company’s common stock on the applicable vesting or later delivery dates. Delivery of the underlying restricted stock may be deferred beyond vesting as determined by the Administrator. The Administrator determines the terms and conditions of restricted stock units, including the number of units granted, and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services, and also may include a performance-based component. The holder of a restricted stock unit award will not have voting rights with respect to the award and possess no incidents of ownership with respect to the underlying common stock until shares are delivered.

The Board may terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate 10 years after the effective date of the Plan. No award may be granted under the Plan once it is terminated. Termination of the Plan shall not impair rights or obligations under any award granted while the Plan is in effect, except with the written consent of the grantee. The Board at any time, and from time to time, may amend the Plan; provided, however, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any applicable laws or required by the rules of the principal national securities exchange or trading market upon which the Company’s common stock trades.

The Board may amend the terms of any award, however, the rights under the award shall not be impaired except with the written consent of the grantee. In addition, any change in the purchase price or exercise price of any outstanding award will not be effective without shareholder approval.

All vested or unvested awards are immediately forfeited at the option of the Board in the event that the recipient performs certain acts against the interests of the Company including (i) a termination of employment for cause, (ii) violating the Company’s insider trading guidelines, (iii) breach of a duty of confidentiality, (iv) competing with the Company, (v) soliciting Company personnel after employment is terminated, (vi) failure to be available to the Company after termination of employment if such failure is a condition of any agreement, (vii) failure to assign any invention or technology to the Company if such assignment is a condition of employment or any other agreements between the Company and the participant, or (viii) other conduct by the participant that is detrimental to the business or reputation of the Company or its affiliates as determined by the Board. Any award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Board).

The number of shares of common stock covered by each outstanding stock right, and the number of shares of common stock which have been authorized for issuance under the Plan as well as the price per share of common stock (or cash, as applicable) covered by each such outstanding option or SAR, shall be proportionately adjusted for any increases or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company. Such adjustment shall be made by the Administrator.

The following is a brief summary of the principal U.S. federal income tax consequences with respect to awards granted under the Plan.

The recipient of a restricted stock award does not have taxable income upon receipt of the award except to the extent that award is vested or not subject to a substantial risk of forfeiture. When all or a portion of the restricted stock award vests, the recipient will recognize ordinary income in an amount equal to the difference of the fair market value of the shares on the date of vesting and the amount paid for such restricted stock award, if any.

Upon the vesting of a restricted stock award, the Company will be entitled to a corresponding income tax deduction in the tax year in which the restricted stock award vested.

The recipient may, however, elect under Section 83(b) of the Internal Revenue Code to include as ordinary income in the year the shares are granted an amount equal to the excess of (i) the fair market value of the shares on the date of issuance, over (ii) the purchase price, if any, paid for the shares. If the Section 83(b) election is made, the recipient will not realize any additional taxable income when the shares become vested.

The recipient does not recognize any taxable income as a result of a grant of a Non-Qualified Stock Option. Upon exercise of a Non-Qualified Stock Option, the recipient will recognize ordinary income in an amount equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. When the shares are sold, any difference between the sale price and the fair market value of the shares on the date of exercise will generally be treated as long term or short term capital gain or loss, depending on whether the stock was held for more than one year. Upon the exercise of a Non-Qualified Stock Option, the Company will be entitled to a corresponding income tax deduction in the tax year in which the option was exercised.

Upon exercise of an ISO, the excess of the fair market value of the shares of common stock acquired over the option exercise price will be an item of tax preference to the participant, which may be subject to an alternative minimum tax for the year of exercise. If no disposition of the shares is made within two years from the date of granting of the ISO or within one year after the transfer of the shares to the participant, the participant does not realize taxable income as a result of exercising the ISO; the tax basis of the shares received for capital gain treatment is the option exercise price; any gain or loss realized on the sale of the shares is long-term capital gain or loss. If the recipient disposes of the shares within the two-year or one-year periods referred to above, the recipient will realize ordinary income at that time in an amount equal to the excess of the fair market value of the shares at the time of exercise (or the net proceeds of disposition, if less) over the option exercise price. For capital gains treatment on such a disposition, the tax basis of the shares will be their fair market value at the time of exercise.

A recipient does not recognize any taxable income upon the receipt of an SAR. Upon the exercise of an SAR, the recipient will recognize ordinary income in an amount equal to cash received or the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price.

Upon the exercise of a SAR, the Company will be entitled to a corresponding income tax deduction in the tax year in which the SAR was exercised.

Except for ISOs, all awards are transferable subject to compliance with the securities laws and the Plan. ISOs are only transferable by will or by the laws of descent and distribution.

The following table lists, as of August 10, 2023, the number of shares of common stock beneficially owned asby (i) each person, entity or group (as that term is used in Section 13(d)(3) of the ~~Record Date by (i) those persons~~Securities Exchange Act of 1934) known byto the Company to be ~~owners~~the beneficial owner of more than 5% of ~~its~~the outstanding common ~~stock,~~stock; (ii) each ~~director and director nominee,~~of our directors; (iii) ~~the~~each of our Named Executive ~~Officers,~~Officers; and (iv) ~~the Company’s~~all executive officers and directors as a group. ~~Unless otherwise specified in the notes~~Information relating to ~~this table, the address for each person is: TimefireVR Inc., DBA/ Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.~~

~~(1) Applicable percentages are based on ____________ shares~~beneficial ownership of common stock ~~outstanding as of the Record Date. Beneficial ownership~~by our principal stockholders and management is ~~determined~~based upon information furnished by each person using "beneficial ownership" concepts under the rules of the ~~SEC and generally includes voting or investment power with respect to securities. A~~SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities ~~that can be acquired by such~~as to which he or she may not have any pecuniary interest. Except as noted below, each person within 60 days whether upon the exercise of options, warrants or conversion of notes. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares beneficially owned and each stockholder's address is c/o Red Cat Holdings, Inc., 15 Ave. Munoz Rivera, STE 2200, San Juan, PR 00901.

The percentages below are calculated based on 55,574,427 shares of common stock ~~indicated~~issued and outstanding as ~~beneficially owned by them. This table does not include any unvested~~of August 10, 2023.

(1) Includes 12,292,057 shares of common stock, and 500,000 shares issuable upon the exercise of options.

(2) Represents 361,177 shares of common stock, 1,000,000 shares issuable upon the exercise of options, ~~except for those~~and 2,990 shares of restricted stock vesting ~~within~~in the next 60 days, and 69,011 options vesting in the next 60 days.

~~(2)~~ ~~Rassas.~~~~Includes 34,089~~(3) Represents 1,337,734 shares ~~underlying warrants and 216,667 stock options.~~

~~(3)~~~~Read.~~ ~~Includes 5,000,000 shares underlying stock options.~~of common stock.

(4)~~Smith~~. Consists of 970,319 shares of common stock, 335,000 shares issuable upon the exercise of warrants, 100,000 shares issuable upon the exercise of options, and 4,990 shares of restricted stock vesting in the next 60 days.

(5) Includes ~~250,000~~191,474 shares ~~underlying~~of common stock, ~~options.~~

~~(5)~~~~Wise~~~~. Includes 2,046,413~~250,00 shares ~~underlying warrants.~~issuable upon the exercise of options, and 2,348 shares of restricted stock vesting in the next 60 days.

(6)~~Hayjour~~. ~~Jeffrey Rassas, is~~ Includes 70,969 shares of common stock, and 2,348 shares of restricted stock vesting in the ~~general partner of Hayjour Family LP (“Hayjour”). Address is 10799 N. 90th St., Suite 200, Scottsdale AZ 85260. Hayjour’s shares are included in Rassas’ beneficial ownership.~~

~~(7)~~ ~~Stockbridge~~~~. Includes 399,917 shares underlying warrants. Address is 7377 E. Doubletree Ranch Road, Suite 200, Scottsdale, AZ 85258. Mitchell A. Saltz has voting and investment power over these securities.~~next 60 days.

~~The Board Recommends that Shareholders Vote “For” Proposal Nos. 1 and 2.~~Change-in-Control Agreements

The Employment Agreements of the Company’s Executive Officers include standard change-in-control provisions under which an officer is entitled to terminate the agreement, and receive the stated severance payments, if a third party acquires more than a 50% ownership interest in the Company or there are other significant changes in the operating structure of the Company.

Our named executive officers are entitled to certain benefits in the event their employment is terminated without cause by the Company or for good reason by the Executive, as described in the Employment Agreements. The following table describes the potential payments and benefits to each of our named executive officers, as if these obligations were payable on April 30, 2023. The actual amounts payable to each executive listed below upon termination can only be determined definitively at the time of each executive’s actual departure. In addition to the amounts shown in the table below, each executive would receive payments for amounts of base salary and vacation time accrued through the date of termination and payment for any reimbursable business expenses incurred. In the event of a named executive officer’s death, the named executive officer’s beneficiary, legal representative or estate would receive the named executive officer’s potential payments.

(1) Represents the named executive officer’s base salary payable over twenty-four (24) months for Thompson and twelve (12) months for Hernon and Evans.

(2) Represents the cost of continued healthcare coverage for 18 months for Thompson and 12 months for Hernon and Evans. This value is based upon the type of health insurance coverage and premiums in effect on April 30, 2023.

(3) Represents the value attributable to the accelerated vesting of unvested shares of restricted stock and stock options. The value of accelerated options is determined by multiplying the number of options accelerated by the difference between the closing price of our common stock and the exercise price of the options. The value of accelerated stock is determined by multiplying the number of shares accelerated by the closing price of our common stock on April 30, 2023 which was $0.885.

Our executive officers and their ages, as of August 1, 2023, and biographical information are set forth below.

Jeffrey Thompson has been President and Chief Executive Officer of the Company since May 15, 2019. In December 1999, Mr. Thompson founded Towerstream Corporation (Nasdaq:TWER), a fixed-wireless fiber alternative company delivering high-speed internet access to businesses, and served as its president, chief executive officer and a director from November 2005 to February 2016. In 1994, Mr. Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997) and became eFortress through 1999. Mr. Thompson holds a B.S. degree from the University of Massachusetts.

Mr. Thompson’s management and public company experience and his role as President and Chief Executive Officer of the Company, led to his appointment as a director.

Joseph Hernon has been Chief Financial Officer and Secretary of the Company since January 23, 2020. Mr. Hernon has extensive experience as a Chief Financial Officer over the course of his 35-year career. Mr. Hernon was a financial consultant to various private companies from May 2016 until January 2020. Prior to that, Mr. Hernon was the Chief Financial Officer for three public companies including most recently, Towerstream Corporation from May 2008 through May 2016. Previously, Mr. Hernon was employed for almost 10 years by PricewaterhouseCoopers in its audit practice and was a Senior Business Assurance Manager during his last five years with the firm. Mr. Hernon is a certified public accountant, but not presently licensed to practice, and earned a Master’s degree in Accountancy from Bentley University in 1986.

~~PROPOSAL 1: APPROVAL OF~~

~~ARTICLES OF AMENDMENT TO OUR ARTICLES OF INCORPORATION TO CHANGE THE~~Dr. Allan Evans is a serial entrepreneur with a history of founding and leading technology innovation. He has extensive experience in overseeing different emerging technologies. Prior to becoming Chief Operating Officer of the Company, Dr. Evans was the Chief Executive Officer of our subsidiary, Fat Shark. From August 2017 to October 2020, Dr. Evans served as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment. In November 2012, he co-founded Avegant, a technology company focused on developing next-generation display technology to enable previously impossible augmented reality experiences. He led design, development, and initial production of the Glyph head mounted display and oversaw technology research and patent strategy while serving as Chief Technology Officer of Avegant until 2016. Dr. Evans received a PhD and M.S. degree in electrical engineering from the University of Michigan and has a B.S. degree from Michigan State University. Dr. Evans has 45 pending or issued patents that cover a range of technologies from implantable medical devices to mixed reality headsets. Academically, his work has an h-index of 15, an i-index of 27, and has been cited in more than 900 publications. He has extensive experience with new technologies, engineering, business development, and corporate strategy, and his expertise in these areas strengthens the company’s collective knowledge and capabilities.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to each Officer with compensation exceeding $100,000 during the fiscal years ended April 30, 2023 and 2022 (each a “Named Executive Officer”).

In May 2019, shareholders approved the Company’s 2019 Equity Incentive Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company.

The terms of awards under the Plan are made by the Board or by a compensation committee appointed by the Board. The Company has ~~adopted resolutions approving, declaring advisable and recommending that our shareholders approve a change~~reserved 8,750,000 shares for issuance under the Plan. The Company has proposed an amendment to the Plan which would increase the number of ~~our corporate name from “TimefireVR Inc.”~~shares reserved for issuance to ~~“TeraForge Ventures Inc.” A copy~~11,750,000. This amendment is subject to shareholder approval. The Board may terminate the Plan at any time. Unless sooner terminated, the Plan will terminate ten years after the effective date of the ~~Articles~~Plan. All vested or unvested awards are immediately forfeited at the option of ~~Amendment to be filed with~~ the ~~Nevada Secretary of State’s Office are attached asAnnex A~~ ~~hereto.~~

~~The Board determined~~event that ~~in connection with~~ the ~~recent sale of TLLC and transition~~recipient performs certain acts against the interests of the Company into the virtual currency business (collectively, the “Transaction”), that a formal change of the name of the Company to “TeraForge Ventures Inc.” (the “Name Change”) more accurately reflects the Company’s current business activities and will better communicate to the public the current and future nature of the Company’s business operations and enable the Company to better implement its business plan. The Company is principally engagedas described in the ~~acquisition and sale~~Plan. The number of ~~cryptocurrencies and businesses in the blockchain industry. We believe a total change~~shares of the Company’s name clarifies that the Company is no longer engaged in the virtual reality business. Further, we informally agreed with the buyers of TLLC to eliminate Timefire from our name. The name change can only occur after we give at least 10 days prior notice to the Financial Industry Regulatory Authority (“FINRA”) and FINRA approval occurs. We expect FINRA approval will occur shortly after the Special Meeting.

~~The name change will not have any material effect on our business, operations, or reporting requirements. Shareholders will not be required to immediately have new~~common stock ~~certificates reflecting the Name Change.~~

~~The Name Change will not affect the validity or transferability of any existing~~covered by each outstanding stock certificates that bear the name “TimefireVR Inc.” Shareholders with certificated shares should continue to hold their existing stock certificates, and will not be required to submit their stock certificates for exchange and the rights of shareholders holding certificated shares under existing stock certificatesright, and the number of shares ~~represented~~of common stock which have been authorized for issuance under the Plan as well as the price per share of common stock (or cash, as applicable) covered by ~~those certificates will remain unchanged. Direct registration accounts and~~each such outstanding option or SAR, shall be proportionately adjusted for any ~~new~~increases or decrease in the number of issued shares of common stock ~~certificates that are~~resulting from a stock split, reverse stock split, stock dividend, combination or reclassification, or any other increase or decrease in the number of issued ~~after~~shares of common stock effected without receipt of consideration by the ~~Name Change becomes effective will bear the name “TeraForge Ventures Inc.”~~Company.

~~Currently,~~The following table sets forth information concerning our equity compensation plans as of April 30, 2023.

On March 31, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Jeffrey M. Thompson, the Company’s Chief Executive Officer. The Employment Agreement provides for an initial term of one year and will renew for successive one-year terms unless either party provides written notice of their intent not to renew the agreement at least three months prior to expiration. The Employment Agreement provides for a base salary of $248,000 per year. On April 29th 2022, Mr. Thompson’s base salary was increased to $300,000. In any fiscal year in which the Company's (a) market capitalization is at least $500,000,000 and (b) its traded price per share is at least $6.00 on a national securities exchange for 60 consecutive days (the “Incentive Criteria”), Mr. Thompson may elect to receive all or any portion of the base salary for a subsequent period in shares of Company common stock valued at the thirty-day VWAP for each pay period for which the election is ~~quoted~~applicable.

In connection with the Employment Agreement, the Company granted Mr. Thompson fully-vested 10-year stock options to purchase 500,000 shares of the Company's common stock (the “Options”) pursuant to the Company’s 2019 Equity Incentive Plan (the "Stock Plan"). The Options are exercisable at $3.95 per share which represents the fair market value of the Company’s common stock on the ~~OTCQB under the symbol “TFVR.” Upon effectiveness~~date of the Articles of Amendment and the Name Change, it is anticipated that the stock will begin to trade under the symbol “TFVRD.” A new CUSIP number will be assigned to our common stock following the Name Change.

~~PROPOSAL 2: RATIFICATION OF THE SALE OF THE COMPANY’S SUBSIDIARY~~

Effective May 16, 2023, the Company extended the Employment Agreement with Mr. Thompson to May 10, 2026. In addition, Mr. Thompson was granted an option to purchase 1,250,000 shares of common stock at an exercise price of $1.06. The options vest annually over 3 years and have a 10 year term.

Mr. Thompson may earn an annual bonus, in an amount up to 200% of his base salary, based upon attaining goals and objectives defined by the Compensation Committee. If the Incentive Criteria is attained, then Mr. Thompson may elect to receive all or any portion of his bonus in common stock of the Company, valued at the thirty-day VWAP on the date set for payment of the bonus.

The Employment Agreement contains certain “clawback” provisions which are triggered upon a restatement of financial results of the Company which were the basis for payment of compensation to Mr. Thompson. Under the clawback provisions, Mr. Thompson will be required to repay any annual bonus and stock-based compensation to the extent the amounts paid exceeded the amounts that would have been paid, based on the restatement of the Company’s financial information.

Upon termination of the Employment Agreement for any reason, Mr. Thompson will be entitled to all base salary earned through the termination date, as well as pro-rated annual bonuses, if any, and payment of all accrued but unused vacation time and any reimbursable expenses. As defined in the agreement, upon termination by (i) the Company for any reason other than “Cause”, or (ii) by Mr. Thompson for “Good Reason”, then Mr. Thompson will also be entitled to: (i) twenty-four (24) months of his then Base Salary; (ii) continued participation in the Company's health and welfare benefit plans to be paid in full by the Company for at least twelve (12) months; and (iii) immediate vesting of all stock options/equity awards.

On July 1, 2021, the Company entered into an Employment Agreement with Joseph Hernon to serve as chief financial officer of the Company. The Employment Agreement will automatically renew for successive one-year terms unless either party notifies the other party at least three months prior to the expiration of the then current term of its desire to terminate the Employment Agreement. The Employment Agreement provides for a base salary equal to at least 75% percent of the salary of the Company’s Chief Executive Officer. On April 29, 2022, Mr. Hernon's base salary was increased to $230,000. Mr. Hernon is also eligible for an annual cash bonus of up to 150% percent of his base salary.

In ~~December 2017,~~connection with the ~~Board determined that it was~~Employment Agreement, the Company granted Mr. Hernon 375,000 shares of the Company’s common stock, of which 45,000 vested on November 1, 2021, with the remaining 330,000 shares vesting in 11 equal quarterly installments commencing on February 1, 2022, subject to his continued employment by the Company. The shares will vest immediately upon a change of control, as defined in the Company’s ~~best interest~~Stock Plan. Hernon will also be eligible for additional awards under the Stock Plan.

On July 24, 2023, the Company granted an equity award to ~~sell TLLC. Prior~~Mr. Hernon comprised of (i) 15,625 shares of restricted stock and (ii) options to purchase 276,042 shares of common stock at an exercise price of $1.12. Both the restricted stock and the options vest as follows: (i) 25% on September 30, 2023, (ii) 25% on December 31, 2023, (iii) 25% on March 31, 2024, and (iv) 25% on June 30, 2024.

The Employment Agreement contains certain “clawback” provisions which are triggered upon a restatement of financial results of the Company which were the basis for payment of compensation to Mr. Hernon. Under the clawback provisions, Mr. Hernon will be required to repay any annual bonus and stock-based compensation to the extent the amounts paid exceeded the amounts that would have been paid, based on the restatement of the Company’s financial information.

Upon termination of the Employment Agreement for any reason, Mr. Hernon will be entitled to all base salary earned through the termination date, as well as pro-rated annual bonuses, if any, and payment of all accrued but unused vacation time and any reimbursable expenses. As defined in the agreement, upon termination by (i) the Company for any reason other than “Cause”, or (ii) by Mr. Hernon for “Good Reason”, then Mr. Hernon will also be entitled to: (i) twelve (12) months of his then Base Salary; (ii) continued participation in the Company's health and welfare benefit plans to be paid in full by the Company for at least twelve (12) months; and (iii) immediate vesting of all stock options/equity awards.

On January 11, 2021, the Company entered into an Employment Agreement with Allan Evans (“Evans”), to serve as chief executive officer of Fat Shark, a wholly owned subsidiary of the Company. In June 2021, Mr. Evans was appointed Chief Operating Officer of the Company. The Employment Agreement will automatically renew for successive one-year terms unless either party notifies the other party at least three months prior to the expiration of the then current term of its desire to terminate the Employment Agreement. The Employment Agreement provides for a base salary equal to at least 70% percent of the salary of the Company’s Chief Executive Officer. On April 29, 2022, Mr. Evans' base salary was increased to $230,000. Mr. Evans is also eligible to receive an annual cash bonus of up to 100% percent of his base salary.

In connection with the Employment Agreement, the Company granted 1,000,000 shares of common stock to Mr. Evans, of which 250,000 vested on January 11, 2021, with the remaining 750,000 shares vesting in 36 equal monthly installments commencing on February 28, 2021, subject to his continued employment with the Company. The shares will vest immediately upon a change of control, as defined in the Company’s Stock Plan. On April 25th, 2022, the vesting of 125,000 shares accelerated when the Company received payment of $250,000 related to the sale of ~~TLLC,~~services at a net profit margin higher than that realized from similar sales over the ~~holders~~prior 12 months. Other acceleration provisions in the Employment Agreement include (i) 250,000 shares shall vest immediately if the Company's stock price closes at or above $5.00 per share for 30 consecutive days; and (ii) 125,000 shares shall vest immediately upon receipt of payment from any unrelated third-party purchaser of goods or services in an amount of $1,000,000 (exclusive of any payments which previously resulted in an acceleration of vesting) at a ~~majority~~net profit margin no less than the average net profit margin for similar goods or services during the preceding 12 months. Evans will also be eligible for additional awards under the Plan.

Effective May 16, 2023, the Company extended the Employment Agreement with Mr. Thompson to May 10, 2026. In addition, Mr. Thompson was granted an option to purchase 875,000 shares of common stock at an exercise price of $1.06. The options vest annually over 3 years and have a 10 year term.

The Employment Agreement contains certain “clawback” provisions which are triggered upon a restatement of financial results of the Company which were the basis for payment of compensation to Mr. Evans. Under the clawback provisions, Mr. Evans will be required to repay any annual bonus and stock-based compensation to the extent the amounts paid exceeded the amounts that would have been paid, based on the restatement of the Company’s ~~voting power provided~~financial information.

Upon termination of the ~~Board with proxies which gave~~Employment Agreement for any reason, Mr. Evans will be entitled to all base salary earned through the ~~Board~~termination date, as well as pro-rated annual bonuses, if any, and payment of all accrued but unused vacation time and any reimbursable expenses. As defined in the ~~right to vote their shares to approve the sale of TLLC. On January 3, 2018,~~agreement, upon termination by (i) the Company ~~effected~~for any reason other than “Cause”, or (ii) by Mr. Evans for “Good Reason”, then Mr. Evans will also be entitled to: (i) twelve (12) months of his then Base Salary; (ii) continued participation in the ~~sale~~Company's health and welfare benefit plans to be paid in full by the Company for at least twelve (12) months; and (iii) immediate vesting of ~~TLLC based on the Board’s approval.~~all stock options/equity awards.

The ~~Company’s business model in the virtual reality business, through TLLC, was~~table below reflects option awards made to each Named Executive Officer that were outstanding on April 30, 2023.

The table below reflects stock awards that were outstanding and that had not ~~successful. Prior to the sale~~vested as of ~~TLLC,~~April 30, 2023.

There were no unearned equity incentive plan awards outstanding at April 30, 2023.

Since May 1, 2021, the Company was ~~unable~~a party to ~~refinance its business~~certain transactions in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and ~~was unable~~any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. In January 2022, the Company determined that a senior executive had relocated in 2021 but their compensation had not been subject to ~~continue its virtual reality business due to~~the income tax withholding required by the new jurisdiction. In March 2022, the Company entered into a ~~loss of confidence~~note agreement with the employee in the ~~virtual reality business~~amount of $510,323, representing the estimated taxes owed by the ~~Company’s investors. Additionally, the Company’s executive officers and directors were threatening to resign due~~employee related to the ~~Company’s inability to continue its virtual reality business. Upon locating buyers for TLLC, the Board determined that it~~compensation. The note agreement was repaid in ~~the Company’s best interest to sell TLLC to the buyers and transition~~full in August 2022. In 2020, the Company ~~into~~received advances totaling $79,000 from Aerocarve which was controlled by the ~~virtual currency business.~~Company's Chief Executive Officer. The ~~buyers included four shareholders who,~~parties agreed that the funds would bear interest at ~~the time of the sale, held the majority of the Company’s voting power.~~5% annually until repaid. The balance was repaid in May 2021.

Under Nevada law, the sale of substantially all assets of the business requires approval by the shareholders prior to effecting the sale. The Nevada Revised Statutes are unclear on what constitutes a sale of substantially all assets of the business. Out of an abundance of caution, the Company obtained the proxies approving the sale of TLLC prior to effecting the sale.

~~Because shareholder action requires either a meeting~~DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of ~~shareholders or shareholder consents and~~ the Securities Exchange Act of 1934 ~~(the “Exchange Act”~~requires our executive officers and directors, and persons who beneficially own more than 10% percent of our equity securities ("Reporting Persons") ~~requires either a Proxy Statement or an Information Statement~~to file reports of ownership and changes in ownership with the SEC. Based solely on our review of such filings and other information available to us, as well as representations from the Reporting Persons, we believe that during the fiscal year ended April 30, 2023, the Reporting Persons timely filed all such reports, except that the following forms were filed late by the indicated individuals:

Our Audit Committee has reviewed and discussed with our management and BF Borgers CPA PC our audited consolidated financial statements for the fiscal year ended April 30, 2023. Our Audit Committee has also discussed with BF Borgers CPA PC the matters required to be filed and mailed to shareholders, the Board was concerned a delay could effectively make it impossible for the buyers to keep the virtual reality business operating. Further, the buyers had a conflict of interest in voting for the sale since they were on both sides. The buyers were only willing to finance the Company’s business if the Company deregistered from its public reporting requirements and became a private company. Funds which had previously financed the Company were only willing to continue financing the Company if the Company remained public and subject to the reportingdiscussed by applicable requirements of the ~~Exchange Act. Accordingly,~~Public Company Accounting Oversight Board and the ~~Board~~SEC.

Our Audit Committee has received and reviewed the written disclosures and the letter from BF Borgers CPA PC required ~~the four buyers who, at the time~~by applicable requirements of the ~~sale of TLLC, had a majority of voting power to give~~Public Company Accounting Oversight Board regarding the ~~Board the proxies.~~ independent accountant’s communications with our Audit Committee concerning independence, and has discussed with BF Borgers CPA PC its independence from us.

Based on the ~~circumstances described~~review and discussions referred to above, our Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in ~~this section,~~our Annual Report on Form 10-K for the ~~Board determined that sale of TLLC was in~~fiscal year ended April 30, 2023 for filing with the ~~best interest of both the Company and the Company’s shareholders.~~SEC.

In consideration for entering in the sale of TLLC, the Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount of $120,000 bearing 6% annual interest that matures in September 2018. Additionally, the buyers and TLLC assumed certain of the Company’s liabilities including a sublease agreement entered intoSubmitted by the Company, loans made by a buyer to the Company, a certain $100,000 senior convertible note of the Company dated March 3, 2017, a certain services agreement entered into by the Company, certain past compensation owed to the Company’s former executive officers, and certain credit card debts owed by the Company. The assumed liabilities totaled approximately $558,054.Audit Committee

We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via email. With electronic delivery, you will be notified via email as soon as future annual reports and proxy statements are available via the internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:

●Registered Owner (you hold our common stock in your own name through our transfer agent, Equity Stock Transfer, LLC, or you are in possession of stock certificates): visit www.equitystock.com and log into your account to enroll.

●Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided by your broker, bank, trustee or nominee.

~~Timefire has no knowledge~~As of ~~any other matters that may come before~~ the ~~Special Meeting and~~date of this Proxy Statement, our Board of Directors does not intend to present, and has not been informed that any other ~~matters. However, if~~person intends to present, any matter before the Annual Meeting other than those matters specified in the Notice of Annual Meeting of Stockholders. If any other matters ~~shall~~ properly come before the ~~Special~~Annual Meeting, ~~or any adjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.~~

~~If you do not plan to attend the Special Meeting, in order~~it is intended that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Special Meeting, at your request, Timefire will cancel your previously submitted proxy.

TimefireVR Inc. (the ‘‘Company’’), a corporation organized and existing under the Revised Statutes of the State of Nevada (the ‘‘Nevada Revised Statutes’’), hereby certifies as follows:

~~1. Pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes, the amendment herein set forth has been duly approved by the Board of Directors and~~ the holders of ~~a majority of~~ the ~~outstanding capital stock of the Company.~~

~~2. Article 1 of the Articles of Incorporation is deleted and replaced by the following:~~

~~3. These Articles of Amendment to the Articles of Incorporation was duly adopted and approved by the shareholders of the Company on the ______ day of __________, 2018~~proxies will vote in respect thereof in accordance with ~~Section 78.390 of the Nevada Revised Statutes.~~

~~IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to Articles of Incorporation as of the ______ day of ________, 2018.~~

~~IMPORTANT:~~Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

~~The shareholder(s) hereby appoints~~~~Jonathan Read~~ ~~and~~~~Gary Smith~~ as proxy, with the power to appoint a substitute, and hereby authorizes him or her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of voting stock of TIMEFIREVR INC. that the shareholder(s) is/are entitled to vote at the Special Meeting of Shareholder(s) to be held at 10:00 a.m., local time on May 3, 2018, at the Company’s corporate offices, located at ______________________________________________________, and any adjournment or postponement thereof.

~~This proxy, when properly executed, will be voted in the manner directed herein. If~~no such direction is made, this proxy will be voted in accordance with the Board of Director’s recommendations. If any other business is presented at the meeting, this proxy will be voted by the above-named proxies at the direction of the Board of Directors. At the present time, the Board of Directors knows of no other business to be presented at the meeting.

~~The Board of Directors recommends you vote FOR each of the following Proposals:~~

Filed by the Registrant	☑

Filed by a Party other than the Registrant	☐

~~Check the appropriate box:~~

☑	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission
		Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement
☐	Definitive Additional Materials

☐	Soliciting ~~Materials~~Material Pursuant to §240.14a-12

Payment of Filing Fee (Check the appropriate box):

☑	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


	~~(1)~~^1.	Title of each class of securities to which transaction applies:
	~~(2)~~
	^2.	Aggregate number of securities to which transaction applies:
	~~(3)~~
	^3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 ~~(Set~~(set forth the amount on which the filing fee is calculated and state how it was determined):
		~~$_____ per share as determined under Rule 0-11 under the Exchange Act.~~
	~~(4)~~^4.	Proposed maximum aggregate value of transaction:
	~~(5)~~
	^5.	Total fee paid:

	~~(1)~~1)	Amount ~~previously paid:~~Previously Paid:
	~~(2)~~2)	Form, Schedule or Registration Statement No.:
	~~(3)~~3)	Filing Party:
	~~(4)~~4)	Date Filed:

	Sincerely,

	/s/ Jeffrey M. Thompson
	Jeffrey M. Thompson
	Chief Executive Officer and Director

Time and Date:	November 6, 2023 at 9 a.m. Eastern Time
Place:	Audio-only conference call at 877-407-3088 (Toll Free)
Items of Business:	1.	Elect the four (4) directors listed in the accompanying proxy statement.
	2.	Ratify the appointment of BF Borgers, CPA, PC as the independent registered public accounting firm of Red Cat Holdings, Inc. for the fiscal year ending April 30, 2024.
	3.	To approve an amendment to the ~~Company’s Articles~~Company's 2019 Equity Incentive Stock Plan to increase the number of ~~Incorporation~~shares of common stock that can be issued thereunder by 3,000,000 to ~~change the Company’s name to “TeraForge Ventures Inc.”;~~a total of 11,750,000.

	By ~~the~~ Order of the Board of Directors,

	/s/ ~~Jonathan Read~~Joseph Hernon
	~~Jonathan Read~~Joseph Hernon, Corporate Secretary
	and Chief ~~Executive~~Financial Officer

~~Name of Holder~~	~~Number of Shares subject to Proxy~~
~~Jeffrey Rassas (1)~~	~~14,915,750~~
~~John Wise~~	~~7,452,951~~
~~Caroline Wise~~	~~6,977,951~~
~~Hayjour Family LP (2)~~	~~14,410,826~~

	1.	~~Vote by Internet. The website address for internet voting is on your proxy card.~~
	2.	~~Vote by phone. Call ______________ and follow the instructions on your proxy card.~~
	3.	~~Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).~~
	4.	~~Vote in person. Attend and vote at the Special Meeting.~~

	1.	~~Vote by Internet. The website address for internet voting is on your proxy card.~~
	2.	~~Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).~~
	3.	~~Vote in person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Special Meeting.~~

~~Proposals~~		~~Vote Required~~	~~Broker Discretionary Vote Allowed~~	~~Effect of Abstentions on the Proposal~~
~~(1)~~	~~To approve an amendment to the Company’s Articles of Incorporation to change the Company’s name to “TeraForge Ventures Inc.”;~~	~~Majority of the votes outstanding~~	~~Yes~~	No effect*
~~(2)~~	~~To ratify the sale of the Company’s subsidiary, Timefire LLC~~	~~Majority of the votes cast~~	No	No effect*

Name	Fees Earned or Paid in Cash		Stock Awards(1)		Options Awards(2)		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		Total
Joseph Freedman	$	56,983	$	64,652		—		—		—	$	121,635
Nicholas Liuzza	$	46,485	$	58,437		—		—		—	$	104,922
Jonathan Read (3)	$	21,220	$	14,999		—		—		—	$	36,219
Christopher Moe	$	48,770	$	64,652		—		—		—	$	113,422
Mary Beth Long (4)	$	18,554	$	25,589		—		—		—	$	44,143

	(2)	We value option awards in accordance with Accounting Standards Codification Topic 718, Compensation - Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term, discount rates and dividend expectations. Compensation expense is recognized based on the vesting terms of the award.

	(3)	Mr. Read resigned on November 14, 2022.

	(4)	Ms. Long was appointed on November 14, 2022 and resigned July 25, 2023.

	Fiscal Year Ended
	April 30, 2023		April 30, 2022
Audit fees (1)	$	187,000	$	163,500
Audit-related fees (2)		—		43,200
Tax fees (3)		43,251		56,139
Other fees (4)		—		—
Total fees	$	230,251	$	262,839

~~Class Type~~	~~Beneficial Owner~~	~~Amount of Beneficial Ownership (1)~~		~~Percentage~~ ~~Beneficially Owned~~
~~Officers and Directors~~

~~Common Stock~~	~~Jeffrey Rassas,~~ ~~Former Chief Executive Officer (2)~~		~~15,166,506~~		*

~~Common Stock~~	~~Jonathan R. Read~~ ~~Chief Executive Officer~~ ~~and Chairman of the Board (3)~~		~~5,500,000~~

~~Common Stock~~	~~Gary Smith (4)~~ ~~Director~~		~~250,000~~		~~---~~

~~Common Stock~~	~~All Executive Officers and Directors as a Group – 3 members~~		~~6,505,680~~

~~5% Shareholders~~
~~Common Stock~~	~~John Wise (5)~~	~~7,452,951~~
~~Common Stock~~	~~Caroline Wise~~	~~6,977,951~~
~~Common Stock~~	~~Hayjour Family LP (6)~~	~~14,410,826~~
~~Common Stock~~	~~Stockbridge Enterprises, L.P. (7)~~	~~6,923,637~~

Name and Address of Beneficial Owner	Amount of Shares Beneficially Owned			Percentage of Beneficial Ownership
Named Executive Officers and Directors:
Jeffrey Thompson		12,792,057	(1)		22.81%
Joseph Hernon		1,433,178	(2)		2.53%
Allan Evans		1,337,734	(3)		2.41%
Nicholas Liuzza		1,410,309	(4)		2.52%
Joseph Freedman		443,822	(5)		0.79%
Christopher Moe		73,317	(6)		0.13%
All executive officers and directors as a group (6 persons)		17,490,417			31.19%
Other 5% Holders
Gregory French		4,815,533			8.67%

Potential Payments and Benefits	Jeffrey Thompson		Joseph Hernon		Allan Evans
Base Salary (1)	$	600,000	$	230,000	$	230,000
Healthcare Benefits (2)	$	32,261	$	6,745	$	12,798
Equity Awards Vesting on Termination (3)	$	—	$	159,300	$	—
Total	$	632,261	$	396,045	$	242,798

Name	Age	Position

Jeffrey M. Thompson	59	President, Chief Executive Officer and Director

Allan Evans	39	Chief Operating Officer

Joseph Hernon	63	Chief Financial Officer, Treasurer and Secretary

Name and Principal Position	Year		Salary		Bonus		Option Awards		All Other Compensation (3)		Total
Jeffrey Thompson		2023	$	300,000	$	165,345			$	347,582	$	812,927
Chief Executive Officer and President		2022	$	255,333	$	153,600	$	—	$	—	$	408,933

Joseph Hernon (1)		2023	$	230,000	$	126,304			$	451,988	$	808,292
Chief Financial Officer and Secretary		2022	$	191,500	$	128,000	$	—	$	185,400	$	504,900

Allan Evans (2)		2023	$	230,000	$	126,904			$	651,872	$	1,008,776
Chief Operating Officer		2022	$	181,918	$	136,000	$	—	$	875,341	$	1,193,259

Plan category			Number of securities to be issued upon exercise of outstanding options, warrants, and vesting of restricted stock		Weighted-average exercise price of outstanding options and warrants		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders				7,307,341	$	1.88		1,442,659

Equity compensation plans not approved by security holders				—	$	—		—
	(1)	Represents stock options issued and restricted stock units awarded under the Company’s 2019 Equity Incentive Plan.

Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Expiration Date
Jeffrey M. Thompson	3/31/2021	500,000	—	$	3.95	3/31/2031
Joseph Hernon	1/23/2020	1,000,000	—	$	0.82	1/23/2030
Allan Evans	—	—	—		—	—

Name	Number	Market value
Jeffrey M. Thompson	—	—
Joseph Hernon	180,000	$ 158,400
Allan Evans	—	—

	~~TIMEFIREVR INC.~~By Order of the Board of Directors,

	/s/ Joseph Hernon

	~~By:________________________~~ Joseph Hernon, Corporate Secretary
	~~Name: Jonathan Read~~ ~~Title:~~and Chief ~~Executive~~Financial Officer

	~~MAIL:~~	~~Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.~~

	~~PHONE:~~	~~Call________________~~

	~~INTERNET:~~	~~https://www.proxyvote.com~~

~~1. To approve an amendment to the Company’s Articles of Incorporation to change the Company’s name to “TeraForge Ventures Inc.”~~	~~FOR ☐ AGAINST ☐ ABSTAIN ☐~~
~~2. To ratify the sale of the Company’s subsidiary, Timefire LLC;~~	~~FOR ☐ AGAINST ☐ ABSTAIN ☐~~