0001161697-24-000189.txt : 20240404 0001161697-24-000189.hdr.sgml : 20240404 20240404161546 ACCESSION NUMBER: 0001161697-24-000189 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240328 FILED AS OF DATE: 20240404 DATE AS OF CHANGE: 20240404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Xu Derek CENTRAL INDEX KEY: 0002004130 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40222 FILM NUMBER: 24823304 MAIL ADDRESS: STREET 1: C/O AIRSHIP AI HOLDINGS, INC. STREET 2: 8210 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Airship AI Holdings, Inc. CENTRAL INDEX KEY: 0001842566 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 934974766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8210 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: (877) 462-4250 MAIL ADDRESS: STREET 1: 8210 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: BYTE Acquisition Corp. DATE OF NAME CHANGE: 20210128 FORMER COMPANY: FORMER CONFORMED NAME: Byte Acquisition Corp. DATE OF NAME CHANGE: 20210126 4 1 form_4.xml FORM 4 FOR 03-28-2024 X0508 4 2024-03-28 0 0001842566 Airship AI Holdings, Inc. AISP 0002004130 Xu Derek C/O AIRSHIP AI HOLDINGS, INC. 8210 154TH AVE NE REDMOND WA 98052 1 1 1 0 Chief Operating Officer 0 Common Stock 8438905 I See footnote Warrants 1.77 2023-12-21 2027-05-08 Common Stock 1344951 1344951 D Earnout Rights Common Stock 1875312 1875312 I See footnote Earnout Rights Common Stock 298878 298878 D Options 6.59 2024-03-28 4 A 0 75000 0 A 2034-03-31 Common Stock 75000 75000 D 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. 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. 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. 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. Commencing on March 31, 2024, the options (4,687.50 per quarter) will vest on the last day of each calendar quarter for four (4) consecutive years with each option vesting on (March 31st, June 30th, September 30th and December 31st). By: /s/ Derek Xu 2024-04-04