Derek Xu - 03 Sep 2025 Form 4/A - Amendment Insider Report for Airship AI Holdings, Inc. (AISP)

Role
Chief Operating Officer, Director, 10%+ Owner
Signature
By: /s/ Derek Xu
Issuer symbol
AISP
Transactions as of
03 Sep 2025
Transactions value $
$0
Form type
4/A - Amendment
Filing time
06 Oct 2025, 21:28:32 UTC
Date Of Original Report
04 Sep 2025
Previous filing
11 Mar 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Xu Derek Chief Operating Officer, Director, 10%+ Owner C/O AIRSHIP AI HOLDINGS, INC., 8210 154TH AVE NE, REDMOND By: /s/ Derek Xu 06 Oct 2025 0002004130

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AISP Common Stock 74.7K 03 Sep 2025 Direct
holding AISP Common Stock 7.21M 03 Sep 2025 See footnote F1, F2

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 +50K $0.00 50K 03 Sep 2025 Common Stock 50K $4.25 Direct F5
holding AISP Warrants 1.34M 03 Sep 2025 Common Stock 1.34M $1.77 Direct F3
holding AISP Earnout Rights 1.41M 03 Sep 2025 Common Stock 1.41M See footnote F2, F4
holding AISP Earnout Rights 224K 03 Sep 2025 Common Stock 224K Direct F4
holding AISP Options 100K 03 Sep 2025 Common Stock 100K $2.86 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock of the Issuer received on December 21, 2023, as consideration 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 shares in exchange for 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 Airship Redmond Family Limited Partnership is the record holder of the securities reported herein. Derek Xu is the managing partner of Airship Redmond Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Xu disclaims beneficial ownership of the securities held by Airship Redmond Family Limited Partnership, except to the extent of his pecuniary interest therein.
F3 Represents warrants to purchase shares of common stock of the Issuer received by the Reporting Person on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of warrants 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.
F4 Pursuant to earnout provisions in the Merger Agreement, 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.
F5 Options vest quarterly over 4 years.

Remarks:

The Reporting Person files this Amendment No. 1 to its original Form 4 dated 09/03/2025 to correctly reflect the Common Stock indirect holding in Table I, which was incorrectly stated on the original Form 4.