Victor Huang Discloses Significant Stake in Airship AI Holdings

TL;DR

**Insider Victor Huang just revealed a big stake in Airship AI Holdings.**

AI Summary

This SC 13D filing, dated January 2, 2024, indicates that Victor Huang, associated with Airship AI Holdings, Inc., has become a significant beneficial owner of the company's Common Stock. The filing was triggered by an event on December 21, 2023, requiring disclosure of his holdings. This matters to investors because it signals a key insider's substantial stake, potentially aligning his interests with long-term shareholder value, or indicating a potential for future influence over company decisions.

Why It Matters

A key insider, Victor Huang, now has a disclosed significant ownership in Airship AI Holdings, Inc., which could influence future company strategy and governance.

Risk Assessment

Risk Level: low — An insider acquiring shares is generally seen as a positive signal, indicating confidence in the company's future.

Analyst Insight

A smart investor would monitor future filings by Victor Huang for any changes in his ownership stake and consider this insider confidence as a positive factor when evaluating Airship AI Holdings, Inc. stock.

Key Players & Entities

• Airship AI Holdings, Inc. (company) — the subject company of the filing
• Victor Huang (person) — the reporting person and beneficial owner
• December 21, 2023 (date) — date of the event requiring the filing
• January 2, 2024 (date) — filing date of the SC 13D

Forward-Looking Statements

• Victor Huang's increased stake may lead to more active involvement in Airship AI Holdings' strategic decisions. (Victor Huang) — medium confidence, target: Within 12 months
• The market may react positively to this insider disclosure, viewing it as a sign of confidence. (Airship AI Holdings, Inc. stock price) — medium confidence, target: Within 1 month

FAQ

Key Financial Figures

• $0.0001 — 4,353 shares of common stock, par value $0.0001 per share ("Common Stock"), of the Issu

Filing Documents

• airsp_sc13d.htm (SC 13D) — 74KB
• 0001654954-24-000087.txt ( ) — 75KB

Security and Issuer

Item 1. Security and Issuer. This statement of beneficial ownership on Schedule 13D (this "Statement") relates to the common stock, par value $0.0001 per share ("Common Stock"), of Airship AI Holdings, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 8210 154th Ave NE, Redmond, WA 98052.

Identity and Background

Item 2. Identity and Background. (a) This Statement is jointly filed by Airship Kirkland Family LP and Victor Huang (the "Reporting Persons"). (b) The business address of the Reporting Persons is 8210 154th Ave NE, Redmond, WA 98052. (c) Victor Huang has voting and dispositive power over the shares owned by Airship Kirkland Family LP. The principal business of Airship Kirkland Family LP is a holding family limited partnership of its passive investment. (d)–(e) During the last five years, each of the Reporting Persons has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Victor Huang is a citizen of the United States. Airship Kirkland Family LP is a Washington limited partnership.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On December 21, 2023, the Issuer consummated the Business Combination pursuant to the terms of the Merger Agreement, pursuant to which, (i) on December 20, 2023, BYTE domesticated as a Delaware corporation and (ii) on December 21, 2023, Merger Sub merged with and into Airship AI, with Airship AI surviving as a wholly-owned subsidiary of the Issuer. In connection with the Closing, BYTE was renamed "Airship AI Holdings, Inc." Pursuant to the terms of the Merger Agreement, upon the Closing, (i) 3,384,353 shares of Common Stock were issued to Airship Kirkland Family LP upon the exchange in connection with the Merger of 1,925,000 shares of common stock of Airship AI owned by Airship Kirkland Family LP, (ii) 1,758,105 options of the Issuer were issued to Airship Kirkland Family LP upon the conversion in connection with the Merger of 1,000,000 options of Airship AI owned by Airship Kirkland Family LP, (iii) 1,758,105 SARs of the Issuer were issued to Airship Kirkland Family LP upon the conversion in connection with the Merger of 1,000,000 SARs of Airship AI owned by Airship Kirkland Family LP, and (iv) 1,344,951 warrants of the Issuer were issued to Victor Huang upon the conversion in connection with the Merger of 765,000 warrants of Airship AI owned by Mr. Huang. In addition, the Reporting Persons have the contingent right to receive a number of earnout shares, subject to the occurrence of, as applicable, certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement. Pursuant to the Issuer's bylaws (the "Bylaws"), such securities are subject to transfer restrictions for a period of six months following the completion of the Business Combination and certain earnout shares will be subject to a 12-month lock-up period beginning on the date such shares are issued, unless waived, amended or repealed by the unanimous approval of the board

Purpose of Transaction

Item 4. Purpose of Transaction . The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of Common Stock beneficially owned by the Reporting Persons, as reported in this Statement, were received in connection with the Business Combination. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. Victor Huang serves as Chief Executive Officer and Chairman of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Statement, each of the Reporting Persons does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons acquired the shares reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential busine

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) - (b) The information set forth in the cover pages of this Statement (including, but not limited to, footnotes to such information) are incorporated herein by reference. (c) Except as set forth in this Statement, each of the Reporting Persons has not engaged in any transaction during the past 60 days with respect to the Common Stock of the Issuer. (d) Except as described in Item 3, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons, or the affiliates of the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons as reported in this Statement. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in Items 3, 4 and 5 of this Statement is hereby incorporated by reference into this Item 6, as applicable. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 above or between any such Reporting Person and any other person with respect to any securities of the Issuer. 5

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Merger Agreement, dated June 27, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2023). 2 First Amendment to Merger Agreement, dated September 22, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2023). 3 Bylaws of Airship AI Holdings, Inc. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023). 4 Amended and Restated Registration Rights Agreement, dated December 21, 2023 by and among certain stockholders and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 10.8 to the current report on Form 8-K filed by Airship AI Holdings, Inc. with the SEC on December 28, 2023). 5* Joint Filing Agreement by and among the Reporting Persons. * Filed herewith. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 2, 2024 /s/ Victor Huang Victor Huang Airship Kirkland Family LP By: /s/ Victor Huang By: Airship Kirkland Management LP, General Manager By: Victor Huang, Its Manager 7 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendment, restatement, supplement and/or exhibit thereto) with respect to the securities of Airship AI Holdings, Inc. and furth

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