AISP Form 4/A: Huang amends filing, corrects warrant and holdings

Rhea-AI Filing Summary

Victor Huang, CEO and Chairman of Airship AI Holdings, Inc. (AISP), filed an Amendment No. 1 to his Form 4 to correct prior reporting and to detail his current holdings and a recent disposition. The amendment clarifies that 143,849 shares of Common Stock were disposed on 08/29/2025 and that he beneficially owns 3,767,718 shares indirectly through Airship Kirkland Family Limited Partnership, where he is managing partner. The filing also lists multiple derivative positions converted or received per the December 21, 2023 merger, including options (1,749,335), stock appreciation rights (1,758,105), warrants (1,344,951), and earnout rights (1,750,094), plus several other options and public warrants.

The amendment states the disposition correction: 6,000 public warrants were purchased and identified correctly, and the Form 4 was amended on 10/06/2025 to fix earlier misstatements. Mr. Huang disclaims direct beneficial ownership of partnership-held shares except for any pecuniary interest.

Positive

• Amendment filed to correct prior errors, improving disclosure accuracy
• Large indirect stake disclosed (3,767,718 shares) provides ownership transparency
• Detailed listing of converted derivatives from the merger clarifies potential dilution

Negative

• Disposition of 143,849 common shares on 08/29/2025 reduces insider-held common stock
• Original Form 4 contained misstatements, requiring an amendment filed on 10/06/2025
• Substantial derivative positions (options, SARs, earnouts totaling millions of shares) imply potential future dilution

Insights

Corporate Governance & Insider Activity Analyst

TL;DR: Amendment clarifies a disposition and confirms large indirect holdings, reducing reporting uncertainty.

The filing shows a disposition of 143,849 common shares on 08/29/2025 and confirms that Airship Kirkland Family Limited Partnership holds 3,767,718 shares with Mr. Huang as managing partner, giving him voting and dispositive power though he disclaims beneficial ownership except for pecuniary interest.

The report also itemizes sizable converted derivative positions from the merger on 12/21/2023, including options, SARs, warrants, and earnout rights, which together represent meaningful potential dilution. Watch near-term filing activity for further trades, exercises, or earnout triggers that could change ownership stakes within the next 12 months.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Huang Victor

(Last) (First) (Middle)

C/O AIRSHIP AI HOLDINGS, INC.

8210 154TH AVE NE

(Street)

REDMOND WA 98052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Airship AI Holdings, Inc. [ AISP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of the BOD

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								143,849	D
Common Stock								3,767,718(1)	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options(3)	$0.12							12/21/2023	01/15/2032	Common Stock	1,749,335		1,749,335	I	See footnote(2)
Stock Appreciation Rights(4)	$0.12							12/21/2023	02/16/2032	Common Stock	1,758,105		1,758,105	I	See footnote(2)
Warrants(5)	$1.77							12/21/2023	05/08/2027	Common Stock	1,344,951		1,344,951	D
Earnout Rights	(6)							(6)	(6)	Common Stock	1,750,094		1,750,094	I	See footnote(2)
Options	$2.86							(7)	08/16/2034	Common Stock	100,000		100,000	D
Warrant	$2.36							09/27/2024	09/27/2029	Common Stock	220,000		220,000	D
Public Warrant (AISPW shares)	$4.5(8)							08/22/2025	12/21/2028(8)	Common Stock	84,125		84,125	D
Options	$4.25							(7)	09/03/2035	Common Stock	50,000		50,000	D
Public Warrant (AISPW shares)	$4.5(8)	08/29/2025		P		6,000		08/22/2025	12/21/2028(8)	Common Stock	6,000	$1.45	6,000	I	See footnote(2)

Explanation of Responses:

1. 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.

2. Airship Kirkland Family Limited Partnership is the record holder of the securities reported herein. Victor Huang is the managing partner of Airship Kirkland Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Huang disclaims beneficial ownership of the securities held by Airship Kirkland Family Limited Partnership, except to the extent of his pecuniary interest therein.

3. Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, 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.

4. Represents stock appreciation rights denominated in shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of stock appreciation rights denominated in 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.

5. 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.

6. 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.

7. Options vest quarterly over 4 years.

8. Public Warrant (AISPW shares) Exercise Price subject to adjustment and expire five years after the closing of the merger on December 21, 2023, or earlier upon redemption or liquidation.

Remarks:

The Reporting Person files this Amendment No. 1 to its original Form 4 dated 08/29/2025 to correctly identify the purchase of 6,000 Public Warrant (AISPW shares), not Common Stock shares, as stated on the original Form 4. This Amendment No. 1 also correctly reflects the Common Stock direct and indirect holdings in Table I, which were incorrectly stated on the original Form 4.

	By: /s/ Victor Huang	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Victor Huang report in the Form 4/A for AISP?

The amendment reports a disposition of 143,849 common shares on 08/29/2025, corrects earlier misstatements, and confirms indirect beneficial ownership of 3,767,718 shares through a family partnership.

Does Victor Huang directly own the disclosed 3,767,718 AISP shares?

No. The 3,767,718 shares are held by Airship Kirkland Family Limited Partnership; Mr. Huang is the managing partner and has voting/dispositive power but disclaims beneficial ownership except for pecuniary interest.

Were any derivatives disclosed that could dilute AISP shareholders?

Yes. The filing lists converted options (1,749,335), SARs (1,758,105), warrants (1,344,951), and earnout rights (1,750,094) from the merger, plus additional options and public warrants that could convert into common stock.

Why was the Form 4 amended?

Amendment No. 1, dated by signature on 10/06/2025, corrects the original Form 4 to properly identify a purchase of 6,000 public warrants and to accurately reflect direct and indirect common stock holdings.

Is there a potential near-term change in Mr. Huang’s ownership stake?

The filing shows exercisable derivatives and earnout rights; if exercised or earned, these could change ownership levels. Specific triggers and timelines are tied to the original merger agreements and option terms disclosed in the filing.