Airship AI (AISP) insider amendment corrects holdings; new option grant

Rhea-AI Filing Summary

Airship AI Holdings (AISP): Form 4/A amendment filed by Derek Xu, a Director, 10% Owner, and Chief Operating Officer. The amendment corrects the indirect common stock holdings reported in Table I.

Following the update, beneficial ownership reflects 74,719 shares direct and 7,211,493 shares indirect. On 09/03/2025, Xu was granted options for 50,000 shares at an exercise price of $4.25 expiring 09/03/2035; options for 100,000 shares at $2.86 expire 08/16/2034 and vest quarterly over 4 years. He also holds 1,344,951 warrants at $1.77 and earnout rights for 1,406,484 shares (indirect) and 224,158 shares (direct) pursuant to merger earnout provisions.

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^*

Xu Derek

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/04/2025

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								74,719	D
Common Stock								7,211,493(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
Warrants(3)	$1.77							12/21/2023	05/08/2027	Common Stock	1,344,951		1,344,951	D
Earnout Rights	(4)							(4)	(4)	Common Stock	1,406,484		1,406,484	I	See footnote(2)
Earnout Rights	(4)							(4)	(4)	Common Stock	224,158		224,158	D
Options	$2.86							(5)	08/16/2034	Common Stock	100,000		100,000	D
Options	$4.25	09/03/2025		A		50,000		(5)	09/03/2035	Common Stock	50,000	$0	50,000	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 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.

3. 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.

4. 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.

5. 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.

	By: /s/ Derek Xu	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).
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FAQ

What did AISP’s Form 4/A filed by Derek Xu change?

It corrects the indirect common stock holdings shown in Table I.

What are Derek Xu’s reported direct and indirect AISP holdings after the update?

Direct common stock: 74,719 shares. Indirect common stock: 7,211,493 shares.

What option grant was reported for AISP on 09/03/2025?

An option for 50,000 shares at an exercise price of $4.25, expiring 09/03/2035.

What other equity awards or rights does Derek Xu hold at AISP?

Options: 100,000 at $2.86 (expire 08/16/2034, vest quarterly). Warrants: 1,344,951 at $1.77. Earnout rights: 1,406,484 indirect and 224,158 direct.

What roles does Derek Xu hold at Airship AI (AISP)?

He is a Director, 10% Owner, and Chief Operating Officer.

What is the earliest transaction date disclosed?

The earliest transaction date disclosed is 09/03/2025.

How do the earnout rights for AISP work?

Earnout rights deliver shares upon meeting operating and share price milestones defined in the merger agreement.