Mark E. Scott - Mar 1, 2024 Form 4 Insider Report for Airship AI Holdings, Inc. (AISP)

Role: Chief Financial Officer
Signature: By: /s/ Mark E. Scott
Stock symbol: AISP
Transactions as of: Mar 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/4/2024, 04:27 PM
Previous filing: Dec 21, 2023
Next filing: Apr 19, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AISP	Options	Award	$0	+25K		$0.00	25K	Mar 1, 2024	Common Stock	25K	$1.49	See footnote	F2
holding	AISP	Options						44K	Mar 1, 2024	Common Stock	44K	$0.57	See footnote	F1, F2
holding	AISP	Options						44K	Mar 1, 2024	Common Stock	44K	$1.64	See footnote	F1, F2
holding	AISP	Earnout Rights						19.5K	Mar 1, 2024	Common Stock	19.5K		See footnote	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among Airship AI Holdings, Inc., a Delaware corporation (the "Issuer") (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of the Issuer, and Airship AI, Inc., a Washington company (formerly known as Airship AI Holdings, Inc., "Airship AI"). The Reporting Person received the reported options upon the conversion of options to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
F2	Held by various entities controlled by the Reporting Person. The Reporting Person has voting and dispositive power over the securities held by such entities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
F3	Pursuant to earnout provisions in the Merger Agreement and subject to the Reporting Person's continued service to the Issuer, the holder of such Earnout Rights is entitled to receive shares of common stock of the Issuer upon the occurrence of certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement.