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

Rhea-AI Filing Summary

Victor Huang, CEO and Chairman of Airship AI Holdings (AISP), reported an insider purchase and detailed his full ownership and derivative positions. On 08/08/2025 he purchased 26,000 shares at $1.4649. After that transaction he directly holds 160,719 common shares and, through Airship Kirkland Family Limited Partnership (of which he is managing partner), is record holder of 3,393,123 common shares; he disclaims beneficial ownership of the partnership holdings except for any pecuniary interest. The filing lists multiple derivative instruments received as merger consideration on 12/21/2023: options for 1,749,335 shares (exercise $0.12), stock appreciation rights for 1,758,105 shares (denominated $0.12), warrants for 1,344,951 shares (exercise $1.77, direct), earnout rights for 1,750,094 shares, plus additional direct options and warrants (100,000 options at $2.86 and a 220,000-share warrant at $2.36). The Form is filed as an amendment to correct the original Form 4.

Positive

• Insider purchase: Acquisition of 26,000 shares at $1.4649 on 08/08/2025.
• Substantial alignment: Reporting person is CEO and Chairman and maintains direct holdings of 160,719 shares plus indirect record holdings of 3,393,123 shares via Airship Kirkland Family LP.
• Detailed derivative disclosure: Options, SARs, warrants and earnout rights are explicitly listed with amounts and exercise/conversion prices, adding transparency.

Negative

• Amendment filed: This is an Amendment No. 1 to the original Form 4, indicating a prior filing required correction.
• Complex ownership structure: 3,393,123 shares are held in Airship Kirkland Family LP, and the reporting person disclaims beneficial ownership except for pecuniary interest, which complicates clear beneficial-ownership attribution.
• Significant outstanding derivatives: The filing lists derivative instruments underlying approximately 6,922,485 shares in total (options, SARs, warrants and earnout rights), which represent convertible interests in common stock.

Insights

Securities Analyst

TL;DR: Insider purchase of 26,000 shares; large indirect and derivative positions disclosed, amendment corrects prior reporting.

This Form 4 records a small open-market purchase of 26,000 shares at $1.4649 and shows the reporting person retains both direct and substantial indirect holdings via a family limited partnership. The filing enumerates sizeable derivative instruments—options, SARs, warrants and earnout rights—originally received as merger consideration on 12/21/2023, with exercise/conversion prices disclosed for key instruments. The amendment notes a correction to the prior filing, indicating the ending balance and transaction were updated. For investors, the document clarifies ownership structure and outstanding convertible positions without additional operational or financial data.

Corporate Governance Expert

TL;DR: CEO is a significant stakeholder through direct, indirect and derivative holdings; disclosure amended for accuracy.

The report confirms Victor Huang's dual role as CEO and managing partner of the record-holding partnership, with a clear disclaimer of beneficial ownership over partnership-held shares except for pecuniary interest. The filing transparently lists the composition and exercise prices of multiple equity-linked instruments and states these were received under the Merger Agreement. The amendment improves the accuracy of insider reporting, which is important for governance and compliance, but the filing itself is a routine disclosure rather than a governance action.

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)
08/08/2025

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	08/08/2025		P		26,000	A	$1.4649	160,719	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	08/11/2025
	** 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 the AISP Form 4?

The Form 4 reports a purchase of 26,000 common shares at $1.4649 on 08/08/2025.

How many AISP shares does Victor Huang directly and indirectly hold?

He directly holds 160,719 common shares and is the managing partner of the record holder Airship Kirkland Family LP, which holds 3,393,123 shares (he disclaims beneficial ownership except for pecuniary interest).

What derivative securities does the Form 4 disclose for Victor Huang?

Derivatives listed include options for 1,749,335 shares (exercise $0.12), stock appreciation rights for 1,758,105 shares (denominated $0.12), warrants for 1,344,951 shares (exercise $1.77, direct), earnout rights for 1,750,094 shares, plus a 100,000-share option at $2.86 and a 220,000-share warrant at $2.36 (direct).

Were the equity instruments received as part of a merger?

Yes. The filing states the shares, options, SARs and warrants were received on 12/21/2023 as consideration under the Merger Agreement converting Airship AI equity into Issuer securities.

Why was this Form 4 amended?

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