Airship AI (AISP) Insider Filing: Sale Reported; Significant Indirect Holdings Disclosed

Rhea-AI Filing Summary

Victor Huang, CEO and Chairman of Airship AI Holdings, Inc. (AISP), filed a Form 4 reporting changes in his beneficial ownership. The filing shows a sale of 134,719 shares of common stock on 08/20/2025, leaving the reporting person or entities with reported interests in multiple equity and derivative instruments. The report discloses 3,393,123 shares held indirectly by Airship Kirkland Family Limited Partnership, where Mr. Huang is managing partner and disclaims beneficial ownership except for any pecuniary interest. Derivative holdings include options, stock appreciation rights, warrants and earnout rights converting to common stock, with notable counts such as 1,749,335 option shares and 1,758,105 SAR shares (indirect). A public warrant exercise/receipt of 6,000 AISPW shares is also reported.

Positive

• Timely and detailed disclosure of the sale and of extensive derivative and indirect holdings, satisfying Section 16 reporting requirements.
• Clear footnotes explaining origin of shares and conversion from the Merger Agreement provide useful provenance for holdings.

Negative

• Reported sale of 134,719 shares on 08/20/2025 represents an outright disposition by the reporting person.
• Large indirect holdings and multiple derivative instruments (options, SARs, earnout rights, warrants) create potential future dilution that investors must account for.

Insights

Securities Analyst

TL;DR: Insider sold a modest block and retains substantial indirect equity and derivative exposure through a family LP.

The Form 4 documents a disposition of 134,719 common shares on 08/20/2025 while reflecting significant indirect holdings controlled via Airship Kirkland Family Limited Partnership. The filing lists large derivative positions (options and SARs totaling multiple millions in underlying shares), plus earnout and warrant positions that could dilute or convert to equity on milestone or exercise. For investors, the filing confirms ongoing insider alignment via retained indirect holdings but also shows liquidity actions that may reflect personal diversification or cash needs; no change to compensation terms or new grants are reported.

Corporate Governance Expert

TL;DR: Reporting is compliant and transparent; beneficial ownership is properly disclosed through the family partnership.

The Form 4 provides the required disclosure of direct dispositions and indirect holdings, including clear footnotes explaining conversion from the merger and the partnership holding structure. The disclosure that Mr. Huang is managing partner but disclaims beneficial ownership except for pecuniary interest is standard and appropriate. The presence of earnout rights and multiple derivative instruments increases complexity for calculating ultimate economic exposure, but the filing itself meets Section 16 reporting expectations.

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

OMB Number:			3235-0287
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/20/2025

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

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)	08/20/2025		P		6,000		08/20/2025	12/21/2028(8)	Common Stock	6,000	$1.4	82,125	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.

	By: /s/ Victor Huang	08/21/2025
	** 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 shares did Victor Huang sell according to the AISP Form 4?

The filing reports a disposition of 134,719 shares of common stock on 08/20/2025.

How many AISP shares are reported as held indirectly by Mr. Huang?

The Form 4 shows 3,393,123 shares of common stock held indirectly by Airship Kirkland Family Limited Partnership, where Mr. Huang is managing partner.

What derivative positions does the Form 4 disclose for AISP?

The filing discloses options (1,749,335 underlying shares indirect), stock appreciation rights (1,758,105 underlying shares indirect), warrants (1,344,951 and other warrant positions), earnout rights (1,750,094 underlying shares indirect) and public warrant activity (6,000 AISPW shares).

Does Mr. Huang claim direct beneficial ownership of the partnership-held shares?

No. The filing states Mr. Huang disclaims beneficial ownership of the securities held by Airship Kirkland Family Limited Partnership except to the extent of his pecuniary interest.

Are the disclosed shares and derivatives the result of a prior merger?

Yes. Footnotes state many securities were received on 12/21/2023 pursuant to conversion under the Merger Agreement dated June 27, 2023.