Airship AI Holdings Enters Material Definitive Agreement

TL;DR

Airship AI signed a big deal, details TBD.

AI Summary

On August 29, 2024, Airship AI Holdings, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company, formerly known as BYTE Acquisition Corp., is incorporated in Delaware and headquartered in Redmond, WA.

Why It Matters

This filing indicates a significant new agreement for Airship AI Holdings, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing is a standard 8-K reporting a material agreement, but the lack of specific details about the agreement introduces some uncertainty.

Key Players & Entities

• Airship AI Holdings, Inc. (company) — Registrant
• BYTE Acquisition Corp. (company) — Former company name
• August 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — 3 shares of its common stock, par value $0.0001 per share ("common stock"), and (ii) 2,
• $2.775 — at a combined public offering price of $2.775 per share and common warrant. The Warr
• $2.65 — The Warrants have an exercise price of $2.65 per share, are exercisable upon issuanc
• $3.46875 — ely exercisable at an exercise price of $3.46875 (or 125% of the public offering price f
• $7.04 m — received net proceeds of approximately $7.04 million, after deducting the estimated of

Filing Documents

• airsp_8k.htm (8-K) — 38KB
• airsp_ex41.htm (EX-4.1) — 111KB
• airsp_ex42.htm (EX-4.2) — 100KB
• airsp_ex43.htm (EX-4.3) — 89KB
• airsp_ex101.htm (EX-10.1) — 92KB
• airsp_ex102.htm (EX-10.2) — 198KB
• airsp_ex991.htm (EX-99.1) — 8KB
• airsp_ex991img2.jpg (GRAPHIC) — 3KB
• airsp_ex41img1.jpg (GRAPHIC) — 1KB
• 0001654954-24-011442.txt ( ) — 942KB
• airsp-20240829.xsd (EX-101.SCH) — 6KB
• airsp-20240829_lab.xml (EX-101.LAB) — 16KB
• airsp-20240829_cal.xml (EX-101.CAL) — 1KB
• airsp-20240829_pre.xml (EX-101.PRE) — 12KB
• airsp-20240829_def.xml (EX-101.DEF) — 4KB
• airsp_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 29, 2024, Airship AI Holdings, Inc. (the "Company") announced the pricing of a best efforts public offering priced at-market under Nasdaq Stock Market rules of (i) 2,882,883 shares of its common stock, par value $0.0001 per share ("common stock"), and (ii) 2,882,883 common warrants to purchase up to 2,882,883 shares of common stock (the "Warrants"), at a combined public offering price of $2.775 per share and common warrant. The Warrants have an exercise price of $2.65 per share, are exercisable upon issuance, and will expire five years following the date of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. In connection with the offering, on August 29, 2024, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the purchaser and customary indemnification rights and obligations of the parties. In addition, in connection with the offering, the Company entered into a warrant agency agreement (the "Warrant Agency Agreement") with Equiniti Trust Company, LLC ("EQ") as of September 3, 2024 pursuant to which EQ agreed to act as warrant agent with respect to the Warrants. In connection with the offering, on August 29, 2024, the Company entered into a Placement Agency Agreement (the "Placement Agency Agreement") with Roth Capital Partners, LLC ("Roth") and The Benchmark Company, LLC, as co-placement agents in connection with the offering (the "Placement Agents"). The Company paid the Placement Agents a cash fee of 7.0% of the aggregate gross proceeds raised in the offering and reimbursement of certain expenses. In addition, the Company issu

01 Other Events

Item 8.01 Other Events. The Company issued a press release announcing the pricing of the offering on August 29, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Warrant Agency Agreement, dated September 3, 2024, between the Company and Equiniti Trust Company, LLC, as warrant agent. 4.2 Common Stock Purchase Warrant. 4.3 Placement Agent Warrant, dated September 3, 2024. 10.1 Placement Agency Agreement dated August 29, 2024, between the Company and Roth Capital Partners, LLC and The Benchmark Company, LLC. 10.2 Securities Purchase Agreement, dated August 29, 2024, between the Company and the purchaser party thereto. 10.3 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.16 of the Company's Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-281333), filed with the SEC on August 22, 2024). 99.1 Press Release dated August 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: September 3, 2024 AIRSHIP AI HOLDINGS, INC. By: /s/ Victor Huang Name: Victor Huang Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR