Airship Ai Holdings Inc.

10/06/2025 | Press release | Distributed by Public on 10/06/2025 19:21

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Huang Victor
2. Issuer Name and Ticker or Trading Symbol
Airship AI Holdings, Inc. [AISP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman of the BOD
(Last) (First) (Middle)
C/O AIRSHIP AI HOLDINGS, INC., 8210 154TH AVE NE
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025
(Street)
REDMOND, WA 98052
4. If Amendment, Date Original Filed (Month/Day/Year)
09/12/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 143,849 D
Common Stock 3,767,718(1) I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options(3) $0.12 12/21/2023 01/15/2032 Common Stock 1,749,335 1,749,335 I See footnote(2)
Stock Appreciation Rights(4) $0.12 12/21/2023 02/16/2032 Common Stock 1,758,105 1,758,105 I See footnote(2)
Warrants(5) $1.77 12/21/2023 05/08/2027 Common Stock 1,344,951 1,344,951 D
Earnout Rights (6) (6) (6) Common Stock 1,750,094 1,750,094 I See footnote(2)
Options $2.86 (7) 08/16/2034 Common Stock 100,000 100,000 D
Warrant $2.36 09/27/2024 09/27/2029 Common Stock 220,000 220,000 D
Public Warrant (AISPW shares) $4.5(8) 08/22/2025 12/21/2028(8) Common Stock 84,125 84,125 D
Options $4.25 (7) 09/03/2035 Common Stock 50,000 50,000 D
Public Warrant (AISPW shares) $4.5(8) 08/29/2025 P 6,000 08/22/2025 12/21/2028(8) Common Stock 6,000 $1.45 6,000 I See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huang Victor
C/O AIRSHIP AI HOLDINGS, INC.
8210 154TH AVE NE
REDMOND, WA 98052
X X CEO and Chairman of the BOD

Signatures

By: /s/ Victor Huang 10/06/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of common stock of the Issuer received on December 21, 2023, as consideration pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among Airship AI Holdings, Inc., a Delaware corporation (the "Issuer") (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of the Issuer, and Airship AI, Inc., a Washington company (formerly known as Airship AI Holdings, Inc., "Airship AI"). The Reporting Person received the reported shares in exchange for shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
(2) Airship Kirkland Family Limited Partnership is the record holder of the securities reported herein. Victor Huang is the managing partner of Airship Kirkland Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Huang disclaims beneficial ownership of the securities held by Airship Kirkland Family Limited Partnership, except to the extent of his pecuniary interest therein.
(3) Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of options to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
(4) Represents stock appreciation rights denominated in shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of stock appreciation rights denominated in shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
(5) Represents warrants to purchase shares of common stock of the Issuer received by the Reporting Person on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of warrants to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
(6) Pursuant to earnout provisions in the Merger Agreement, the holder of such Earnout Rights is entitled to receive shares of common stock of the Issuer upon the occurrence of certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement.
(7) Options vest quarterly over 4 years.
(8) Public Warrant (AISPW shares) Exercise Price subject to adjustment and expire five years after the closing of the merger on December 21, 2023, or earlier upon redemption or liquidation.

Remarks:
The Reporting Person files this Amendment No. 1 to its original Form 4 dated 08/29/2025 to correctly identify the purchase of 6,000 Public Warrant (AISPW shares), not Common Stock shares, as stated on the original Form 4. This Amendment No. 1 also correctly reflects the Common Stock direct and indirect holdings in Table I, which were incorrectly stated on the original Form 4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Airship Ai Holdings Inc. published this content on October 06, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 07, 2025 at 01:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]