Airship AI Holdings Reports Material Definitive Agreement
Ticker: AISPW · Form: 8-K · Filed: Jun 24, 2024 · CIK: 1842566
| Field | Detail |
|---|---|
| Company | Airship Ai Holdings, INC. (AISPW) |
| Form Type | 8-K |
| Filed Date | Jun 24, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $2,000,000, $2.27518, $3, $2 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-securities
TL;DR
Airship AI filed an 8-K detailing a material agreement and financial obligations.
AI Summary
On June 22, 2024, Airship AI Holdings, Inc. entered into a material definitive agreement, likely related to its financial obligations. The company also reported on the creation of direct financial obligations and unregistered sales of equity securities. This filing follows its previous name changes from BYTE Acquisition Corp. in January 2021.
Why It Matters
This 8-K filing indicates significant financial and corporate actions by Airship AI Holdings, Inc., which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and financial obligations, which can introduce financial risks and complexities for the company.
Key Players & Entities
- Airship AI Holdings, Inc. (company) — Registrant
- BYTE Acquisition Corp. (company) — Former Company Name
- 20240622 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Airship AI Holdings, Inc. on June 22, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.
What type of financial obligations are being reported by Airship AI Holdings, Inc.?
The filing mentions the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
Were there any unregistered sales of equity securities by Airship AI Holdings, Inc.?
Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information.
When did Airship AI Holdings, Inc. change its name from BYTE Acquisition Corp.?
The company formerly known as BYTE Acquisition Corp. changed its name on January 28, 2021, and also on January 26, 2021, according to the filing.
What is the primary business of Airship AI Holdings, Inc. according to its SIC code?
Airship AI Holdings, Inc. is classified under SIC code 7372, which corresponds to SERVICES-PREPACKAGED SOFTWARE.
Filing Stats: 819 words · 3 min read · ~3 pages · Grade level 10.2 · Accepted 2024-06-24 16:15:46
Key Financial Figures
- $2,000,000 — missory Note in the principal amount of $2,000,000. The Extension Agreement extends the du
- $2.27518 — f Platinum 232,360 restricted shares at $2.27518 per share. The Company entered into pig
- $3 — ice per share equal to the lower of (i) $3.69717, subject to appropriate adjustmen
- $2 — o any conversion, but in no event below $2.27518, subject to appropriate adjustmen
Filing Documents
- airsp_8k.htm (8-K) — 32KB
- airsp_ex101.htm (EX-10.1) — 110KB
- airsp_ex991.htm (EX-99.1) — 10KB
- airsp_ex991img3.jpg (GRAPHIC) — 3KB
- 0001654954-24-008104.txt ( ) — 322KB
- airsp-20240622.xsd (EX-101.SCH) — 6KB
- airsp-20240622_lab.xml (EX-101.LAB) — 16KB
- airsp-20240622_cal.xml (EX-101.CAL) — 1KB
- airsp-20240622_pre.xml (EX-101.PRE) — 12KB
- airsp-20240622_def.xml (EX-101.DEF) — 4KB
- airsp_8k_htm.xml (XML) — 5KB
01. Entry into Material Definitive Agreement
Item 1.01. Entry into Material Definitive Agreement On June 22, 2024, Airship AI Holdings, Inc. (the "Company") entered into an Extension Agreement with Platinum Capital Partners Inc. ("Platinum") related to an Amended and Restated Senior Secured Convertible Promissory Note in the principal amount of $2,000,000. The Extension Agreement extends the due date of the Senior Secured Convertible Promissory Note issued to Platinum from June 22, 2024 to June 22, 2025. The Company issued 232,360 of the Company's restricted common Stock in payment of all interest and extension fees through June 22, 2025. Subject to the terms and conditions of this Agreement, for a period commencing on December 22, 2024 and ending at the close of business on December 22, 2025, Platinum has a one-time put right to have the Company purchase all or a portion of Platinum 232,360 restricted shares at $2.27518 per share. The Company entered into piggyback registration rights with Platinum. At the option of Platinum, the $2,000,000 principal amount of the Note is convertible into shares of the Company's common at a conversion price per share equal to the lower of (i) $3.69717, subject to appropriate adjustment as provided in the Note, and (ii) 65% of the VWAP for the common stock for the preceding five trading days immediately prior to any conversion, but in no event below $2.27518, subject to appropriate adjustment as provided in the Note. The Note contains "weighted average" anti-dilution protection for issuances of shares of common stock or common stock equivalents at a price less than the conversion price then in effect. The $2,000,000 principal amount of the Note is registered on Form S-1. The obligations under the Note are secured by a blanket lien on all assets of the Company pursuant to an Amended and Restated Security Agreement dated February 2, 2024 and are guaranteed pursuant to an Amended and Restated Guaranty dated February 2, 2024 and the Company also concurrently entered into an A
03. Creation of a Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation. The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in its entirety under this Item 2.03.
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated in its entirety into this Item 3.02.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits No. Description of Exhibit 10.1 Extension Agreement between Airship AI Holdings, Inc. and Platinum Capital Partners Inc. dated June 22, 2024. 99.1 Press release issued on June 24, 2024. 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 24, 2024 AIRSHIP AI HOLDINGS, INC. By: /s/ Victor Huang Name: Victor Huang Title: Chief Executive Officer 3