AISP insider Mark Scott reports options, earnout rights and vesting terms
Rhea-AI Filing Summary
Mark E. Scott, Chief Financial Officer of Airship AI Holdings, Inc. (AISP), filed a Form 4 reporting changes in his beneficial ownership on 08/08/2025. The filing shows the conversion of pre-existing Airship AI options pursuant to the Merger Agreement and reports 43,952 shares of common stock held directly following the reported transaction.
The Form 4 also discloses derivative holdings including an option to purchase 43,952 shares (exercise price $0.57; original grant received 12/21/2023; expiration 01/15/2032), 25,000 options (exercise $1.49; exercisable 03/01/2024; expiration 03/01/2034) held indirectly, 100,000 options (exercise $2.86; expiration 08/16/2034), and 30,000 options (exercise $3.27; expiration 03/04/2035). The filing also discloses 14,650 earnout rights held indirectly that are payable upon specified operating and share-price milestones and are subject to the reporting person’s continued service; some options vest quarterly over four years.
Positive
- 43,952 shares of common stock reported as held directly following the merger-related conversion
- Converted option to purchase 43,952 shares at an exercise reference of $0.57 (originally granted 12/21/2023; expiration 01/15/2032)
- Additional option grants disclosed: 25,000 (exercise $1.49; indirect), 100,000 (exercise $2.86; direct), and 30,000 (exercise $3.27; direct)
- 14,650 earnout rights held indirectly, payable upon specified operating and share-price milestones (subject to continued service)
- Vesting schedule disclosed for some options: quarterly vesting over four years
Negative
- None.
Insights
TL;DR: Routine Form 4 shows merger-driven conversion of pre-existing options into issuer securities and reports direct and indirect option positions.
The filing documents a conversion of previously held Airship AI options under the Merger Agreement, resulting in 43,952 shares held directly after the transaction dated 08/08/2025. It itemizes multiple option grants with exercise prices from $0.57 to $3.27 and expirations through 2035, plus 14,650 earnout rights contingent on performance milestones and continued service. No cash purchases or dispositions are reported; this is a disclosure of ownership and derivative positions following the merger conversion.
TL;DR: CFO retained converted options, additional option grants and earnout rights; disclosures show direct and indirect holdings and vesting/contingency terms.
The Form 4 clarifies the nature of the reporting person’s holdings: certain securities are held directly (including 43,952 common shares and options listed as direct), while others are held indirectly by entities controlled by the reporting person (including 25,000 options and 14,650 earnout rights), with the filer disclaiming beneficial ownership except to the extent of pecuniary interest. Vesting and earnout conditions are stated explicitly (quarterly vesting over four years for some options; earnouts tied to operating and share-price milestones and continued service).
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Options | 43,952 | $0.00 | -- |
| Exercise | Common Stock | 43,952 | $0.57 | $25K |
| holding | Earnout Rights | -- | -- | -- |
| holding | Options | -- | -- | -- |
| holding | Options | -- | -- | -- |
| holding | Options | -- | -- | -- |
Footnotes (1)
- Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, 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 options 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. Held by various entities controlled by the Reporting Person. The Reporting Person has voting and dispositive power over the securities held by such entities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Pursuant to earnout provisions in the Merger Agreement and subject to the Reporting Person's continued service to the Issuer, 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. Options vest quarterly over 4 years.
