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

Rhea-AI Filing Summary

Victor Huang, who serves as CEO and Chairman and is reported as a 10% owner, filed an amended Form 4 reporting a transaction and his current holdings in Airship AI Holdings, Inc. The filing shows a reported purchase (transaction code P) on 08/12/2025 for 10,000 common shares at $1.5409, resulting in 170,719 shares held directly after the reported transaction.

The filing also discloses indirect beneficial ownership of 3,393,123 shares held of record by Airship Kirkland Family Limited Partnership, for which Mr. Huang is the managing partner and over which he states voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest. The Form lists sizeable derivative positions that may convert into common stock, including options (1,749,335), stock appreciation rights (1,758,105), warrants (1,344,951) and earnout rights (1,750,094), and additional direct instruments of 100,000 options and 220,000 warrants. Footnotes state many of these instruments were received in connection with the merger conversion on 12/21/2023. The amendment corrects the originally reported transaction and ending balance.

Positive

• Transparent disclosure of an amended filing that corrects the previously reported transaction and ending balance
• Significant documented indirect ownership of 3,393,123 shares held by Airship Kirkland Family Limited Partnership with voting and dispositive power attributed to the reporting person
• Detailed listing of derivative instruments (options, SARs, warrants, earnout rights) with explicit share amounts and exercise/conversion references to the merger conversion

Negative

• Potential dilution risk from large outstanding derivative positions totaling several million underlying shares (options, SARs, warrants, earnout rights)
• Limited clarity on beneficial ownership because the reporting person disclaims beneficial ownership of partnership-held shares except to the extent of pecuniary interest, complicating assessment of economic versus voting control

Insights

Securities Analyst

TL;DR: Insider purchased 10,000 shares; meaningful indirect and derivative holdings create potential future dilution.

The reported purchase of 10,000 shares at $1.5409 is explicit, increasing the reporting person's direct shares to 170,719. More materially, the filing documents 3,393,123 shares held by a family limited partnership where Mr. Huang is managing partner, plus large option and SAR positions totaling several million underlying shares. For investors, the immediate cash purchase is modest, while the outstanding derivatives represent potential future issuance that could dilute EPS and ownership percentages if exercised or settled. The filing is transparent about the merger conversion basis and the amendment purpose.

Corporate Governance Expert

TL;DR: Disclosure is clear on record holder structure and amendments, but indirect holdings complicate control assessment.

The Form clarifies that Airship Kirkland Family Limited Partnership is the record holder of 3,393,123 shares and that Mr. Huang is the managing partner with voting and dispositive power, while disclaiming beneficial ownership except for pecuniary interest. That distinction is material for governance and control analysis because voting influence is asserted despite the disclaimer. The amendment note indicates the filer corrected the originally reported transaction and ending balance, which is an appropriate remedial disclosure practice. Impact is neutral to governance stability but important for investor transparency.

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)
08/12/2025

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	08/12/2025		P		10,000	A	$1.5409	170,719	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	08/13/2025
	** 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 filing reports a transaction on 08/12/2025 showing a purchase (code P) of 10,000 common shares at $1.5409.

How many shares does Victor Huang directly and indirectly own according to the filing?

The filing shows 170,719 shares directly after the reported transaction and 3,393,123 shares indirectly through Airship Kirkland Family Limited Partnership.

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

The Form 4 discloses options (1,749,335), stock appreciation rights (1,758,105), warrants (1,344,951), earnout rights (1,750,094), plus direct 100,000 options and 220,000 warrants.

Were the reported equity instruments related to a merger conversion?

Yes. Footnotes state many shares, options, SARs and warrants were received on 12/21/2023 as consideration pursuant to the Merger Agreement converting Airship AI instruments into issuer securities.

Is this filing an amendment?

Yes. The remarks state this is Amendment No. 1 to the original Form 4 dated 01/07/2025 to correctly reflect the transaction and ending balance.