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

Rhea-AI Filing Summary

Victor Huang, CEO and Chairman of Airship AI Holdings, Inc. (AISP), reported on Form 4 an open-market purchase of 7,000 shares of the issuer's common stock on 08/13/2025 at a price of $1.6471 per share, increasing his direct holdings to 177,719 shares. The filing also reports indirect holdings through Airship Kirkland Family Limited Partnership of 3,393,123 shares, where Mr. Huang is the managing partner and disclaims beneficial ownership except to the extent of his pecuniary interest. The Form 4 lists sizable derivative positions held indirectly, including options, stock appreciation rights, warrants and earnout rights that collectively underlie multiple millions of common shares. This document is an amendment filed to correct the originally reported transaction and ending balances.

Positive

• Insider purchase recorded: Reporting person acquired 7,000 shares on 08/13/2025 at $1.6471 per share
• Corrective amendment filed: Amendment No. 1 updates the original Form 4 to reflect the correct transaction and ending balances

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchased a small block of common stock and maintains substantial indirect equity and derivative exposure through a family limited partnership.

The reported 7,000-share purchase at $1.6471 is a routine insider buy; direct holdings rose to 177,719 shares while indirect holdings via Airship Kirkland Family Limited Partnership total 3,393,123 shares. The filing shows large indirect derivative positions: options (1,749,335 shares), stock appreciation rights (1,758,105 shares), earnout rights (1,750,094 shares) and warrants (1,344,951 shares converted plus additional warrants held directly). These derivative exposures materially expand potential future share issuance but the Form 4 does not disclose company-wide share count or percentage ownership, so assessment of dilution or control impact is limited by the filing's scope.

Corporate Governance Expert

TL;DR: Filing documents beneficial structure and a corrective amendment; no new governance actions are disclosed.

The report clarifies that Airship Kirkland Family Limited Partnership is the record holder and Mr. Huang is the managing partner with voting and dispositive power, while disclaiming beneficial ownership except for pecuniary interest. The submission of an Amendment No. 1 indicates correction of previously reported transaction and ending balances, demonstrating compliance with Section 16 reporting obligations. The Form 4 contains no disclosures of board changes, new employment arrangements, or related-party transactions beyond the ownership disclosures.

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).

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)
08/13/2025

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	08/13/2025		P		7,000	A	$1.6471	177,719	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

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.

Remarks:

The Reporting Person files this Amendment No. 1 to its original Form 4 dated 01/07/2025 to correctly reflect the transaction and ending balance.

	By: /s/ Victor Huang	08/14/2025
	** 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 transaction did Victor Huang report on Form 4 for AISP?

The Form 4 reports an open-market purchase of 7,000 shares of Airship AI common stock on 08/13/2025 at $1.6471 per share.

How many shares does Victor Huang directly and indirectly beneficially own after the reported transaction?

Following the reported transaction, Mr. Huang directly holds 177,719 shares and indirectly holds 3,393,123 shares through Airship Kirkland Family Limited Partnership.

What derivative positions are disclosed in the Form 4?

The filing discloses indirect derivative positions including options for 1,749,335 shares, stock appreciation rights for 1,758,105 shares, earnout rights for 1,750,094 shares, and warrants for 1,344,951 shares, plus additional directly held options and warrants listed in the table.

What is the relationship between Victor Huang and the record holder of the indirect shares?

Airship Kirkland Family Limited Partnership is the record holder and Victor Huang is the managing partner with voting and dispositive power; he disclaims beneficial ownership except to the extent of his pecuniary interest.

Why was this Form 4 filed as an amendment?

The filing states it is Amendment No. 1 to the original Form 4 dated 01/07/2025 to correctly reflect the transaction and ending balance.