Airship AI Holdings, Inc. Files S-1/A Amendment

TL;DR

<b>Airship AI Holdings, Inc. has filed an S-1/A amendment detailing financial instruments and subsequent events.</b>

AI Summary

Airship AI Holdings, Inc. (AISPW) filed a Amended IPO Registration (S-1/A) with the SEC on April 10, 2024. Airship AI Holdings, Inc. filed an S-1/A amendment on April 10, 2024. The company was formerly known as BYTE Acquisition Corp. and changed its name on January 28, 2021. The filing includes details on fair value inputs for Level 1, Level 2, and Level 3 as of December 31, 2023. Information regarding earnout shares (25%, 50%, 75%, 50% one) and exercise prices ($10, $18) for warrants is present. The filing references subsequent events occurring between February 1, 2024, and March 5, 2024.

Why It Matters

For investors and stakeholders tracking Airship AI Holdings, Inc., this filing contains several important signals. This amendment provides updated financial information and disclosures related to warrants and earnout liabilities, crucial for investors assessing the company's financial structure. The inclusion of subsequent events offers a more current view of the company's operational and financial status post-year-end, impacting investment decisions.

Risk Assessment

Risk Level: medium — Airship AI Holdings, Inc. shows moderate risk based on this filing. The filing is an S-1/A amendment, indicating ongoing adjustments to a registration statement, which suggests potential complexities or changes in the offering or financial reporting that require careful review.

Analyst Insight

Investors should carefully review the updated financial disclosures, particularly regarding warrant and earnout liabilities, and any subsequent events mentioned in this S-1/A filing.

Key Numbers

• 2024-04-10 — Filing Date (S-1/A filing date)
• 2021-01-28 — Name Change Date (Date of former company name change)
• 2023-12-31 — Fiscal Year End (Fiscal year end date)
• 0.0001 — Exercise Price (Mentioned exercise price)
• 5000000 — Earnout Shares (Mentioned earnout shares quantity)

Key Players & Entities

• Airship AI Holdings, Inc. (company) — Filer name
• BYTE Acquisition Corp. (company) — Former company name
• Victor Huang (person) — Mentioned in filing context
• MrScottMember (company) — Referenced in subsequent event context

FAQ

Industry Context

Airship AI Holdings operates in the software services sector, specifically focusing on prepackaged software solutions.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the initial registration of securities.

What Investors Should Do

1. Review the specific details of the warrant and earnout liabilities disclosed in the S-1/A.
2. Analyze the impact of the subsequent events on the company's financial position and outlook.
3. Compare the updated disclosures with previous filings to identify significant changes.

Key Dates

• 2024-04-10: S-1/A Filing — Amendment to registration statement
• 2021-01-28: Name Change — Formerly BYTE Acquisition Corp.
• 2023-12-31: Fiscal Year End — Reporting period end

Glossary

S-1/A

An amendment to a registration statement filed with the SEC. (Indicates updates or corrections to a company's initial public offering or other securities registration.)

Warrants

Financial instruments that give the holder the right, but not the obligation, to purchase a company's stock at a specific price. (Relevant for understanding potential future dilution and capital structure.)

Earnout Shares

Additional shares issued to sellers in an acquisition if certain performance targets are met. (Impacts future share count and potential dilution.)

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previous filing, indicating updates and revisions to the initial registration statement.

Key Financial Figures

• $0.0001 — 12,712,774 shares of our common stock, $0.0001 par value per share ("Common Stock"), c
• $10.00 — shares were issued at a deemed value of $10.00 per share pursuant to the terms of the
• $0 — by the Sponsor at a price per share of $0.003, (c) 532,945 shares of Common Stock
• $3.69717 — rrant at an exercise price per share of $3.69717 issued by us to Platinum Capital Partne
• $250,000 — ober 3, 2023 in the principal amount of $250,000 (and accrued interest) at a conversion
• $4.00 — est) at a conversion price per share of $4.00 (the "Cui Convertible Note"), and (f) 9
• $350,000 — ober 3, 2023 in the principal amount of $350,000 (and accrued interest) at a conversion
• $1.77 — Stock at an exercise price per share of $1.77 issued in connection with the Merger as
• $0.12 — Stock at an exercise price per share of $0.12 issued in connection with the Merger as
• $2,000,000 — uary 2, 2024 in the principal amount of $2,000,000 (and $120,000 of accrued interest) at a
• $120,000 — the principal amount of $2,000,000 (and $120,000 of accrued interest) at an assumed conv
• $2.27518 — n assumed conversion price per share of $2.27518 (the "Platinum Convertible Note"). In
• $11.50 — rants at an exercise price per share of $11.50 (the "Public Warrants" or the "Warrants
• $9.79 — ted sales price of our Common Stock was $9.79. The exercise price per share of the Pu
• $11 — ice per share of the Public Warrants is $11.50, and the exercise price per share of

Filing Documents

• airsp_s1a.htm (S-1/A) — 1958KB
• airsp_ex51.htm (EX-5.1) — 15KB
• airsp_ex231.htm (EX-23.1) — 2KB
• airsp_ex107.htm (EX-FILING FEES) — 36KB
• airsp_ex51img1.jpg (GRAPHIC) — 2KB
• airsp_ex51img2.jpg (GRAPHIC) — 4KB
• 0001654954-24-004459.txt (&nbsp;) — 7245KB
• airsp-20231231.xsd (EX-101.SCH) — 74KB
• airsp-20231231_lab.xml (EX-101.LAB) — 406KB
• airsp-20231231_cal.xml (EX-101.CAL) — 58KB
• airsp-20231231_pre.xml (EX-101.PRE) — 323KB
• airsp-20231231_def.xml (EX-101.DEF) — 158KB
• airsp_s1a_htm.xml (XML) — 958KB

USE OF PROCEEDS

USE OF PROCEEDS 30 MARKET INFORMATION OF OUR SECURITIES 31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AIRSHIP AI

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AIRSHIP AI 32 DESCRIPTION OF AIRSHIP AI'S BUSINESS 41 DIRECTORS AND EXECUTIVE OFFICERS 47

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 52 BENEFICIAL OWNERSHIP OF SECURITIES 59 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE 61 DESCRIPTION OF OUR SECURITIES 64 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 75 SELLING STOCKHOLDERS 79 PLAN OF DISTRIBUTION 81 EXPERTS 83 LEGAL MATTERS 83 WHERE YOU CAN FIND MORE INFORMATION 83 INDEX TO FINANCIAL STATEMENTS F-1 No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. 1 Table of Contents FREQUENTLY USED TERMS Unless otherwise indicated or the context otherwise requires, references in this prospectus to the " Company ," " we ," " our ," " us " or similar terms refer to Airship AI Holdings, Inc., a Delaware corporation, and its subsidiaries, including Airship AI, Inc., a Washington corporation. In addition, in this prospectus: " Airship AI " refers to Airship AI, Inc. (formerly known as Airship AI Holdings, Inc.), a Washington corporation. " Airship Common Stock " refers to the common stock of Airship AI held by the Airship securityholders prior to the Closing. " Board " refers to the board of directors of the Company. " BYTS " refers to BYTE Acquisition Corp., a Cayman Islands exempted company, prior to the Merger and its domestication as a Delaware corporation. " Charter " refers to the Certificate of Incorporation of the Company,

View Full Filing

View this S-1/A filing on SEC EDGAR