[Form 4/A] Airship AI Holdings, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Victor Huang, Chief Executive Officer and Chairman of Airship AI Holdings, Inc. (AISP), filed an amendment to his Form 4 reporting insider transactions. The amendment clarifies the purchase of 26,000 public warrant (AISPW) shares on 08/08/2025 at a reported warrant price of $1.4649 and corrects an earlier misstatement that had identified those as common shares. The filing shows a disposition of 134,719 common shares and indicates 3,393,123 common shares beneficially owned following the transactions, held indirectly through Airship Kirkland Family Limited Partnership, of which Mr. Huang is the managing partner and for which he disclaims beneficial ownership except for any pecuniary interest. The report also lists multiple derivative holdings including options, SARs, warrants and earnout rights.

Positive

• Amendment corrects prior error by clarifying the purchase was 26,000 AISPW warrants, improving filing accuracy
• Comprehensive disclosure of direct and indirect holdings including options, SARs, warrants, and earnout rights enhances transparency

Negative

• Insider disposition of 134,719 common shares reported on 08/08/2025, reducing direct share ownership
• Significant derivative positions (options, SARs, warrants, earnout rights totaling millions of underlying shares) represent potential dilution

Insights

Corporate Governance Expert

TL;DR: Routine insider amendment clarifies instrument type and reports substantial indirect holdings through a family LP.

The amendment corrects a classification error (warrants vs common shares) which enhances transparency and accuracy of Section 16 reporting. The disclosure that shares are held by Airship Kirkland Family Limited Partnership, with Mr. Huang as managing partner who disclaims beneficial ownership except for pecuniary interest, is standard but important for understanding voting and dispositive control. The disposition of 134,719 common shares is material from an insider-activity perspective and should be interpreted as a change in immediate ownership, not necessarily a change in control given large indirect holdings.

Securities Analyst

TL;DR: The filing is an operational correction with notable insider disposals and sizeable derivative exposure disclosed.

The Form 4/A reports multiple derivative positions (options: 1,849,335 combined; SARs: 1,758,105; warrants and earnout rights totaling several million underlying shares) held indirectly, indicating potential future dilution if exercised or earned. The reported sale of 134,719 common shares and the acquisition of 26,000 AISPW warrants are clear, discrete transactions. Overall this is a descriptive, non-forecasting disclosure that updates ownership records without providing operational or financial guidance.

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

OMB APPROVAL

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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)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/11/2025

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								134,719	D
Common Stock								3,393,123(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)	08/08/2025		P		26,000		08/08/2025	12/21/2028(8)	Common Stock	26,000	$1.4649	26,000	D

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 08/08/2025 to correctly identify the purchase of 26,000 Warrant AISPW shares, not Common shares.

	By: /s/ Victor Huang	08/15/2025
	** 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 on the Form 4/A for AISP?

The filing amends a prior Form 4 to show a disposition of 134,719 common shares and clarifies the purchase of 26,000 AISPW public warrants on 08/08/2025.

How many common shares does Victor Huang beneficially own after the transaction?

The Form 4/A reports 3,393,123 common shares beneficially owned following the reported transaction(s), held indirectly through a family limited partnership.

Are the reported holdings direct or indirect?

Many reported holdings are indirect via Airship Kirkland Family Limited Partnership; Mr. Huang is the managing partner and disclaims beneficial ownership except for any pecuniary interest.

What derivative securities are disclosed in the filing?

The filing lists options, stock appreciation rights (SARs), warrants, and earnout rights with aggregate underlying share amounts in the millions (specific counts provided in the Form 4/A).

What correction does Amendment No. 1 make?

The amendment clarifies that the purchase reported was 26,000 Warrant AISPW shares, not common shares, correcting the original Form 4 dated 08/08/2025.