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

Rhea-AI Filing Summary

Airship AI Holdings (AISP) insider amendment shows CEO and chairman Victor Huang reported a sale and detailed holdings. Mr. Huang, as managing partner of Airship Kirkland Family LP, reported disposing of 134,719 common shares on 08/12/2025 while retaining indirect beneficial ownership of 3,393,123 common shares through the partnership. The filing also lists substantial derivative positions held indirectly: 1,749,335 options, 1,758,105 stock appreciation rights, 1,344,951 warrants, and 1,750,094 earnout rights; several instruments trace to the December 21, 2023 merger conversion. The Amendment clarifies a purchase of 10,000 public warrant (AISPW) shares rather than common stock.

Positive

• Substantial indirect ownership: 3,393,123 common shares controlled via Airship Kirkland Family LP, indicating concentrated insider alignment
• Long-term incentive alignment: large indirect holdings of options (1,749,335) and SARs (1,758,105) with multi-year vesting/expiration schedules

Negative

• Insider disposition: sale of 134,719 common shares on 08/12/2025 could be perceived as partial liquidity by management
• Potential dilution: sizable outstanding derivative instruments and earnout rights (totaling several million underlying shares) could dilute existing shareholders if exercised or earned

Insights

Financial Analyst

TL;DR: Insider sold a modest block but retains concentrated control via partnership and large derivative positions.

The reported disposition of 134,719 shares represents a visible liquidity event but is small relative to the 3.39 million shares beneficially controlled indirectly. The filing highlights conversion-originated equity and multiple derivative instruments from the merger, indicating long-term incentive alignment and potential dilution if exercised. Impact on float and near-term share pressure appears limited; materiality is primarily governance and dilution risk from options/warrants.

Corporate Governance Expert

TL;DR: CEO remains large indirect holder; amendment improves disclosure clarity about warrant purchase.

Victor Huang is both CEO and chairman and is reported as a 10% owner via a family limited partnership, giving him voting and dispositive power. The amendment corrects the security type for a 10,000-unit purchase, which is important for accurate insider reporting. The combination of direct disposals and substantial indirect holdings raises standard governance questions about related-party controls, but the filing contains no indication of unusual or prohibited transactions.

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)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/13/2025

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)	08/12/2025		P		10,000		08/12/2025	12/21/2028(8)	Common Stock	10,000	$1.5409	36,000	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 08/12/2025 to correctly identify the purchase of 10,000 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).
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FAQ

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

The filing reports a disposition of 134,719 common shares on 08/12/2025 and indirect beneficial ownership of 3,393,123 common shares via Airship Kirkland Family LP.

How much indirect equity and derivative exposure does AISP's CEO hold?

Indirect holdings include 3,393,123 common shares plus 1,749,335 options, 1,758,105 SARs, 1,344,951 warrants, and 1,750,094 earnout rights reported in the Form 4/A.

Does the amendment change any previously reported transaction details for AISP?

Yes. The Amendment clarifies the purchase involved 10,000 Public Warrant (AISPW) shares rather than common shares.

Is Victor Huang a significant owner of AISP?

Yes. He is reported as a 10% owner and serves as CEO and Chairman, with voting and dispositive power over partnership-held securities.

Do the reported derivatives have near-term expirations that could affect share supply?

Some instruments have multi-year expirations (e.g., options expiring 2032 and 2034); a public warrant class expires in 2028, so near-term share supply impact appears limited based on listed dates.