Airship AI Holdings Reports Material Definitive Agreement

TL;DR

Airship AI Holdings signed a big deal, sold some stock, and changed shareholder rights. Check the financials.

AI Summary

Airship AI Holdings, Inc. announced on December 24, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. This filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions by Airship AI Holdings, Inc., potentially impacting its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, unregistered equity sales, and modifications to security holder rights, which can introduce financial and operational risks.

Key Players & Entities

• Airship AI Holdings, Inc. (company) — Registrant
• BYTE Acquisition Corp. (company) — Former Company Name
• 2024-12-24 (date) — Date of Report

FAQ

Key Financial Figures

• $2.65 — rants at the existing exercise price of $2.65 per share, in exchange for the Company'
• $4.50 — stock at an exercise price per share of $4.50 (the "Inducement Warrants"). The aggreg
• $7,639,640, b — the Existing Warrants is approximately $7,639,640, before deducting financial advisory fees.

Filing Documents

• airsp_8k.htm (8-K) — 33KB
• airsp_ex41.htm (EX-4.1) — 99KB
• airsp_ex101.htm (EX-10.1) — 54KB
• 0001654954-24-015876.txt ( ) — 364KB
• airsp-20241224.xsd (EX-101.SCH) — 6KB
• airsp-20241224_lab.xml (EX-101.LAB) — 16KB
• airsp-20241224_cal.xml (EX-101.CAL) — 1KB
• airsp-20241224_pre.xml (EX-101.PRE) — 12KB
• airsp-20241224_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 December 24, 2024, Airship AI, Holdings, Inc. (the "Company") entered into warrant exercise inducement offer letter (the "Inducement Letter") with its holder (the "Holder") of its existing common stock warrants exercisable for an aggregate of 2,882,883 shares of its common stock (collectively, the "Existing Warrants"), to exercise its Existing Warrants at the existing exercise price of $2.65 per share, in exchange for the Company's agreement to issue new common stock warrants to purchase 2,162,162 shares of common stock at an exercise price per share of $4.50 (the "Inducement Warrants"). The aggregate gross proceeds from the exercise of the Existing Warrants is approximately $7,639,640, before deducting financial advisory fees. The Company intends to use the net proceeds from the exercise of the Existing Warrants for working capital and general corporate purposes. The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-1 (File No. 333-281333), which was declared effective by the Securities and Exchange Commission (the "SEC") on August 29, 2024. In consideration for the immediate exercise of the Existing Warrants for cash, the Holder received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Inducement Warrants have an exercise price of $4.50 per share, are immediately exercisable and will be exercisable for five years from the date of issuance. The Inducement Warrants and the shares of common stock underlying the Inducement Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the regis

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Existing Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Inducement Warrants pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Current Report is incorporated herein by reference. The form of the Inducement Warrants is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required, the information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Inducement Warrant 10.1 Form of Inducement Letter 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: December 26, 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