AISPW / Airship AI Holdings, Inc. - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

March 31, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 AIRSHIP AI HOLDI

AIRSHIP AI HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER

EXHIBIT 99.2 AIRSHIP AI HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) is to: · review and determine the compensation to be paid or awarded to the Company’s executive officers, leadership team members reporting to the Chief Executive Officer and

AIRSHIP AI HOLDINGS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

EXHIBIT 99.3 AIRSHIP AI HOLDINGS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSE The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) is to: · identify, review, evaluate and communicate with candidates qualified to become Board members or nominees for directors

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2025 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employer o

AIRSHIP AI HOLDINGS, INC. AUDIT COMMITTEE CHARTER

EXHIBIT 99.1 AIRSHIP AI HOLDINGS, INC. AUDIT COMMITTEE CHARTER I. PURPOSE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) is to: · oversee the Company’s accounting and financial reporting processes, systems of internal control over financial reporting, financial statement audits and the quality and integrity

Employment Agreement dated March 4, 2025 by between the Company and Paul Allen.

EXHIBIT 10.21 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of March 4, 2025 (the “Effective Date”) by and between Airship AI Holdings, Inc., a Washington corporation (the “Company”), and Paul Allen, a resident of the state of North Carolina (“Employee”). Capitalized terms used and not otherwise defined in the body of this Agreement have the meani

As filed with the U.S. Securities and Exchange Commission on June 6, 2025.

As filed with the U.S. Securities and Exchange Commission on June 6, 2025. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 93-4974766 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2025 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2025 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 Airship AI Hold

Airship AI Reports First Quarter 2025 Financial Results First Quarter 2025 Net Revenues of $5.5 Million, Gross Profit of $2.2 Million and Gross Margin of 40% Increased Investments In Our People And Digital Transformation Will Enable Us To Stay Resili

EXHIBIT 99.1 Airship AI Reports First Quarter 2025 Financial Results First Quarter 2025 Net Revenues of $5.5 Million, Gross Profit of $2.2 Million and Gross Margin of 40% Increased Investments In Our People And Digital Transformation Will Enable Us To Stay Resilient and Ready In A Rapidly Changing Marketplace New Pro-U.S. Border Security Administration Provides Additional Macro Tailwinds for 2025

AIRSHIP AI HOLDINGS, INC. Common Stock Up to $25,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-285678 PROSPECTUS SUPPLEMENT (To prospectus dated March 21, 2025) AIRSHIP AI HOLDINGS, INC. Common Stock Up to $25,000,000 of Common Stock We have entered into an At the Market Offering Agreement (the “Offering Agreement”) with Roth Capital Partners, LLC, as sales agent (the “Sales Agent”) relating to shares of our common stock, par value $0.00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2025 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2025 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R

Offering Agreement, dated April 23, 2025, by and between Airship AI Holdings, Inc. and Roth Capital Partners, LLC, as sales agent.

EXHIBIT 10.1 AT THE MARKET OFFERING AGREEMENT April 23, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Airship AI Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Manager”) as follows: 1. Definitions. The terms that foll

AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276932 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 8, 2024) AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock This prospectus supplement amends and supplements certain information contained in the prospectus dated May 8, 2024, as supplemented by the prospectus supplement No. 1 dated June 3, 2024, the prospectus supplement No.

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 VIA EDGAR March 19, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Airship AI Holdings, Inc. Registration Statement on Form S-3 File No. 333-285678 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Airship AI Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222

As filed with the U.S. Securities and Exchange Commission on March 10, 2025.

As filed with the U.S. Securities and Exchange Commission on March 10, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 93-4974766 (State or other jurisdiction of incorporation or organization)

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 4, 2025 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R.

Description of registrant’s securities.

EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes our capital stock and the material provisions of our certificate of incorporation and our bylaws and the Delaware General Corporation Law. Because the following is only a summary, it does not contain all of the information that may be impor

Insider Trading Policy

EXHIBIT 19.1 AIRSHIP AI HOLDINGS, INC. INSIDER TRADING COMPLIANCE POLICY TABLE OF CONTENTS Page I. SUMMARY 1 II. STATEMENT OF POLICIES PROHIBITING INSIDER TRADING 1 III. EXPLANATION OF INSIDER TRADING 2 IV. STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING 6 V. ADDITIONAL PROHIBITED TRANSACTIONS 9 VI. RULE 10B5-1 TRADING PLANS, SECTION 16 AND RULE 144 10 VII. EXECUTION AND RETURN OF CERTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 Airship AI Holdings,

AIRSHIP AI HOLDINGS, INC. 2,162,162 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-284462 PROSPECTUS AIRSHIP AI HOLDINGS, INC. 2,162,162 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 2,162,162 shares of common stock, par value $0.0001 per share, of Airship AI Holdings, Inc. (the “Company”) by the selling stockholder identified in this prospectus under “Selling Stockholder” (the “Sel

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 VIA EDGAR January 29, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Airship AI Holdings, Inc. Registration Statement on Form S-3 File No. 333-284462 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Airship AI Holdings, In

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

As filed with the U.S. Securities and Exchange Commission on January 23, 2025.

As filed with the U.S. Securities and Exchange Commission on January 23, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 93-4974766 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 30, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 30, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 24, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 24, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employ

Form of Inducement Warrant

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Inducement Letter

EXHIBIT 10.1 AIRSHIP AI HOLDINGS, INC. December 24, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Airship AI Holdings, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.0001 per

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 13, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employ

AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276932 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 8, 2024) AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock This prospectus supplement amends and supplements certain information contained in the prospectus dated May 8, 2024, as supplemented by the prospectus supplement No. 1 dated June 3, 2024 and the prospectus supplement

AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276932 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 8, 2024) AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock This prospectus supplement amends and supplements certain information contained in the prospectus dated May 8, 2024, which forms a part of our registration statement on Form S-1, as amended (File No. 333-276932), as s

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (

Master Loan Agreement dated September 27, 2024 by and between the Company and Victor Huang (incorporated by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024).

EXHIBIT 10.4 MASTER LOAN AGREEMENT This Master Loan Agreement (“Agreement”) is entered into between Airship Kirkland LP (“Lender”), and Airship AI Holdings, Inc. (“Airship”), effective as of September 27, 2024 (the “Effective Date”). Lender and Airship shall each be referred to as a “Party” and together as the “Parties.” RECITALS: WHEREAS, Airship wishes to obtain a loan for working capital from L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 Airship AI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employe

Investor Presentation, October 2024

EXHIBIT 99.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19

Investor Presentation, September 2024

EXHIBIT 99.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 3, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employer

Airship AI Announces Pricing of $8.0 Million Public Offering Priced At-Market According to Nasdaq Rules

EXHIBIT 99.1 Airship AI Announces Pricing of $8.0 Million Public Offering Priced At-Market According to Nasdaq Rules Redmond, WA – August 29, 2024 – Airship AI Holdings, Inc. (NASDAQ: AISP) (“Airship AI” or the “Company”), a leader in AI-driven video, sensor, and data management surveillance solutions, today announced the pricing of a public offering priced at-market according to Nasdaq rules of 2

Placement Agency Agreement dated August 29, 2024, between the Company and Roth Capital Partners, LLC and The Benchmark Company, LLC (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on September 4, 2024).

EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT August 29, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 The Benchmark Company, LLC 150 E 58th St # 17 New York, NY 10155 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Airship AI Holdings, Inc., a company incorporated under the laws of Delaware (the “Company”), h

Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2024).

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT Airship AI Holdings, Inc. CUSIP: 008940 124 Warrant Shares: 2,882,883 Initial Exercise Date: September 3, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO.,or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

Placement Agent Warrant, dated September 3, 2024 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2024).

EXHIBIT 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Airship AI Holdings, Inc. Warrant Shares: 216,216 Initial Exercise Date: September 3, 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Roth Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions h

Warrant Agency Agreement, dated September 3, 2024, between the Company and Equiniti Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2024).

EXHIBIT 4.1 Airship AI Holdings, Inc. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of September 3, 2024 1 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of September 3, 2024 (“Agreement”), by and between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (

Securities Purchase Agreement, dated August 29, 2024, between the Company and the purchaser party thereto (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on September 4, 2024).

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2024, between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 29, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 29, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.

AIRSHIP AI HOLDINGS, INC. 2,882,883 Shares of Common Stock 2,882,883 Common Warrants to Purchase up to 2,882,883 Shares of Common Stock 2,882,883 Shares of Common Stock underlying the Common Warrants

Filed Pursuant to Rule 424(b)(4) Registration No. 333-281333 PROSPECTUS AIRSHIP AI HOLDINGS, INC. 2,882,883 Shares of Common Stock 2,882,883 Common Warrants to Purchase up to 2,882,883 Shares of Common Stock 2,882,883 Shares of Common Stock underlying the Common Warrants This is a reasonable best efforts public offering of 2,882,883 shares of our common stock, par value $0.0001 per share (“common

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 August 28, 2024 VIA EDGAR U.

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 VIA EDGAR August 28, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Airship AI Holdings, Inc. Registration Statement on Form S-1 File No. 333-281333 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Airship AI Holdings, Inc

Form of Securities Purchase Agreement.

EXHIBIT 10.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August , 2024, between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

Form of Warrant Agency Agreement.

EXHIBIT 4.5 AIRSHIP AI HOLDINGS, INC. and EQUINITI TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of , 2024 1 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a [limited liability company/corporation] (the “Warrant Agent”). W I T N E S

Form of Common Warrant Certificate.

EXHIBIT 4.6 COMMON STOCK PURCHASE WARRANT AIRSHIP AI HOLDINGS, INC. CUSIP: Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini

Form of Lock-up Agreement (incorporated by reference to Exhibit 10.16 of the registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-281333), filed with the SEC on August 22, 2024).

EXHIBIT 10.16 LOCK-UP AGREEMENT , 2024 Roth Capital Partners, LLC The Benchmark Company, LLC as placement agents in the Offering (as defined below) Re: Offering (as defined below) by Airship AI Holdings, Inc. (the “Company”) Ladies and Gentlemen: The undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the closing of the Company’s offering of

Form of Placement Agent Warrant.

EXHIBIT 4.7 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AIRSHIP AI HOLDINGS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Placement Agency Agreement.

EXHIBIT 10.18 PLACEMENT AGENCY AGREEMENT August , 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 The Benchmark Company, LLC 150 E 58th St # 17 New York, NY 10155 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Airship AI Holdings, Inc., a company incorporated under the laws of Delaware (the “Company”), he

As filed with the U.S. Securities and Exchange Commission on August 22, 2024.

As filed with the U.S. Securities and Exchange Commission on August 22, 2024. Registration No. 333-281333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction o

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employer

Airship AI Reports Second Quarter 2024 Financial Results Strong Second Quarter 2024 Net Revenues of $6.4 Million, Gross Profit of $4.5 Million and Gross Margin of 70% Second Quarter Operating Income of $1.0 Million Represents Significant Progress Tow

EXHIBIT 99.1 Airship AI Reports Second Quarter 2024 Financial Results Strong Second Quarter 2024 Net Revenues of $6.4 Million, Gross Profit of $4.5 Million and Gross Margin of 70% Second Quarter Operating Income of $1.0 Million Represents Significant Progress Towards Full Year Cash Flow Positive Objective First Half 2024 Combined Net Revenue of $17.0 Million Represents 128% of the Company’s Full Y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 Airship AI Holdi

Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc. (Exact Name of Registrant As Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

As filed with the U.S. Securities and Exchange Commission on August 7, 2024.

As filed with the U.S. Securities and Exchange Commission on August 7, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of incorporation or organizat

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 VIA EDGAR July 29, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Marion Graham Re: Airship AI Holdings, Inc. Request for Withdrawal of Registration Statement on Form S-1 Filed June 21, 2024 File Number: 333-280418 Ladies and Gentlemen: Pursuant to Rule 4

Form of Underwriting Agreement

EXHIBIT 1.1 SHARES OF COMMON STOCK AIRSHIP AI HOLDINGS, INC. UNDERWRITING AGREEMENT , 2024 Roth Capital Partners, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Roth Capital Partners, LLC 888 San Clemente Dr. Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned, Airship AI Holdings, Inc., a company incorporated under the laws of Delaware (col

Form of Representative Warrant.

EXHIBIT 4.5 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT AIRSHIP AI HOLDINGS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

Form of Lock-up Agreement.

EXHIBIT 10.16 LOCK-UP AGREEMENT , 2024 Roth Capital Partners, LLC, acting as representative to the several underwriters: Re: Underwriting Agreement, dated , 2024 (the “Underwriting Agreement”), by and between Airship AI Holdings, Inc. and Roth Capital Partners, LLC, acting as representative to the several underwriters Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreeme

As filed with the U.S. Securities and Exchange Commission on July 8, 2024.

As filed with the U.S. Securities and Exchange Commission on July 8, 2024. Registration No. 333-280418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of i

Form of Underwriting Agreement

EXHIBIT 1.1 SHARES OF COMMON STOCK AIRSHIP AI HOLDINGS, INC. UNDERWRITING AGREEMENT , 2024 Roth Capital Partners, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Roth Capital Partners, LLC 888 San Clemente Dr. Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned, Airship AI Holdings, Inc., a company incorporated under the laws of Delaware (col

Form of Representative Warrant.

EXHIBIT 4.5 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT AIRSHIP AI HOLDINGS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

Form of Lock-up Agreement.

EXHIBIT 10.16 LOCK-UP AGREEMENT , 2024 Roth Capital Partners, LLC, acting as representative to the several underwriters: Re: Underwriting Agreement, dated , 2024 (the “Underwriting Agreement”), by and between Airship AI Holdings, Inc. and Roth Capital Partners, LLC, acting as representative to the several underwriters Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreeme

As filed with the U.S. Securities and Exchange Commission on July 8, 2024.

As filed with the U.S. Securities and Exchange Commission on July 8, 2024. Registration No. 333-280418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of i

Airship AI Announces Maturity Date Extension Amendment to Senior Secured Convertible Note

EXHIBIT 99.1 Airship AI Announces Maturity Date Extension Amendment to Senior Secured Convertible Note Redmond, WA – June 24, 2024 – Airship AI Holdings, Inc. (NASDAQ: AISP) (“Airship AI” or the “Company”), a leader in AI-driven video, sensor, and data management surveillance solutions, today announced that it entered into an Extension Agreement with Platinum Capital Partners Inc. (“Platinum”) rel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 22, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 22, 2024 Date of Report (Date of earliest event reported) Airship AI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R.

Extension Agreement between Airship AI Holdings, Inc. and Platinum Capital Partners Inc. dated June 22, 2024. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2024).

EXHIBIT 10.1 EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this “Agreement”), dated as of June 22, 2024, is entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”), Airship AI, Inc., a Washington corporation (“Airship AI”), JDL Digital Systems, Inc., a Washington corporation (“JDL”), Zeppelin Worldwide LLC, a Delaware limited liability company (“Zeppelin Delawar

As filed with the U.S. Securities and Exchange Commission on June 21, 2024.

As filed with the U.S. Securities and Exchange Commission on June 21, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of incorporation or organizati

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276932 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 8, 2024) AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock This prospectus supplement amends and supplements certain information contained in the prospectus dated May 8, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1, as amended (File No

AIRSHIP AI HOLDINGS, INC. FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND 16,699,626 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Issuance) AND 9,207,868 SHARES OF COMMON STOCK AND 515,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Reoffer)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274464 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 5, 2023) AIRSHIP AI HOLDINGS, INC. FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND 16,699,626 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Issuance) AND 9,207,868 SHARES OF COMMON STOCK AND 515,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Reoffer) This prospectus suppl

Airship AI Holdings, Inc. 2023 Equity Incentive Plan.

EXHIBIT 99.1 AIRSHIP AI HOLDINGS, INC. 2023 EQUITY INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Airship AI Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”) is to benefit Airship AI Holdings, Inc., a Delaware corporation (the “Company”) and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors,

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

Supersimple AI, Inc. 2022 Combined Incentive and Non-Qualified Stock Option Plan.

EXHIBIT 99.2 SUPERSIMPLEAI,INC. 2022 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 2022 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants, and to promote the success o

As filed with the Securities and Exchange Commission on June 3, 2024

As filed with the Securities and Exchange Commission on June 3, 2024 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R.S

Airship AI Reports First Quarter 2024 Financial Results Strong First Quarter 2024 Net Revenues of $10.6 Million Support Fiscal Year 2024 Triple-Digit Revenue Growth & Positive Cash Flow Objectives First Quarter 2024 Net Revenues of $10.6 Million Repr

EXHIBIT 99.1 Airship AI Reports First Quarter 2024 Financial Results Strong First Quarter 2024 Net Revenues of $10.6 Million Support Fiscal Year 2024 Triple-Digit Revenue Growth & Positive Cash Flow Objectives First Quarter 2024 Net Revenues of $10.6 Million Represent 84.5% of the Company’s Full Year Revenue in 2023 Awarded Second Contract by DOJ Agency for $2.35 Million for Company’s Outpost AI A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 AIRSHIP AI HOLD

PROSPECTUS AIRSHIP AI HOLDINGS, INC. 12,712,774 Shares of Common Stock 16,184,612 Shares of Common Stock Underlying Public Warrants 2,689,902 Shares of Common Stock Underlying Converted Warrants 1,758,105 Shares of Common Stock Underlying Converted O

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276932 PROSPECTUS AIRSHIP AI HOLDINGS, INC. 12,712,774 Shares of Common Stock 16,184,612 Shares of Common Stock Underlying Public Warrants 2,689,902 Shares of Common Stock Underlying Converted Warrants 1,758,105 Shares of Common Stock Underlying Converted Options 931,794 Shares of Common Stock Underlying Platinum Convertible Note We are registe

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 VIA EDGAR May 6, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs Re: Airship AI Holdings, Inc. Registration Statement on Form S-1 File No. 333-276932 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ai

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 April 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs Re: Airship AI Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 10, 2024 File No. 333-276932 Dear Ms. Krebs: Airship AI Holdings, Inc. (the “

As filed with the U.S. Securities and Exchange Commission on April 30, 2024.

As filed with the U.S. Securities and Exchange Commission on April 30, 2024. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of

As filed with the U.S. Securities and Exchange Commission on April 10, 2024.

As filed with the U.S. Securities and Exchange Commission on April 10, 2024. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of

Calculation of Registration Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 April 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Re: Airship AI Holdings, Inc. Registration Statement on Form S-1 Filed February 7, 2024 File No. 333-276932 Dear Ms. Barone: Airship AI Holdings, Inc. (the “Company”, “we”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40222 AIRSHIP AI HOLDINGS,

Airship AI Reports Full Year 2023 Financial Results FY 2023 Revenue of $12.3 Million with Pipeline of $140 Million Expected to Drive Triple-Digit Revenue Growth and Positive Cash Flow in FY 2024 Backlog Increased to $11.8 Million Driven by Demand fro

EXHIBIT 99.1 Airship AI Reports Full Year 2023 Financial Results FY 2023 Revenue of $12.3 Million with Pipeline of $140 Million Expected to Drive Triple-Digit Revenue Growth and Positive Cash Flow in FY 2024 Backlog Increased to $11.8 Million Driven by Demand from Fortune 500 Customers, and U.S. Federal Government and Department of Defense Agencies with Strong Focus on Advanced Technologies for En

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 1, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employer o

Description of registrant’s securities.

EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes our capital stock and the material provisions of our certificate of incorporation (the “Charter”) and our bylaws (the “Bylaws”) and the Delaware General Corporation Law. Because the following is only a summary, it does not contain all of th

As filed with the U.S. Securities and Exchange Commission on March 6, 2024.

As filed with the U.S. Securities and Exchange Commission on March 6, 2024. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of i

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052

Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 March 6, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Re: Airship AI Holdings, Inc. Registration Statement on Form S-1 Filed February 7, 2024 File No. 333-276932 Dear Ms. Barone: Airship AI Holdings, Inc. (the “Company”, “we”,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.R.

BYTS / BYTE Acquisition Corp. / Clal Insurance Enterprises Holdings Ltd - SC 13G/A Passive Investment

SC 13G/A 1 zk2430989.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 BYTE ACQUISITION CORP. (Name of I

BYTS / BYTE Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Airship AI Holdings, Inc. (formerly known as BYTE ACQUISITION CORP.) (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G1R25Q105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

As filed with the U.S. Securities and Exchange Commission on February 6, 2024.

As filed with the U.S. Securities and Exchange Commission on February 6, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 93-4974766 (State or other jurisdiction of incorporation or organiz

Specimen Common Stock Certificate of Airship AI Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-l (File No. 333-276932), filed with the SEC on February 7, 2024).

EXHIBIT 4.1 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 008940 108 AIRSHIP AI HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF AIRSHIP AI HOLDINGS, INC. (THE “COMPANY”) transferable on the books of the Company in person

AISP / Airship AI Holdings, Inc. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Airship AI Holdings, Inc. (formerly known as BYTE Acquisition Corp) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 008940108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

Calculation of Registration Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Airship AI Holdings, Inc.

Amended and Restated Subordination Agreement dated February 2, 2024 between Airship AI Holdings, Inc. and Platinum Capital Partners Inc. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2024).

EXHIBIT 10.4 AMENDED AND RESTATED SUBORDINATION AGREEMENT THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of February 2, 2024, by and among PLATINUM CAPITAL PARTNERS INC., a British Virgin Islands company, its successors and/or assigns (the “Purchaser”), and the Persons listed on the signature pages hereto (the “Original Subordinated Parties”) or from time t

Amended and Restated Guaranty dated February 2, 2024 between Airship AI Holdings, Inc., Platinum Capital Partners Inc. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2024).

EXHIBIT 10.3 AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY (this “Agreement”), dated as of February 2, 2024, is made by and among the Persons listed on the signature pages hereof under the caption “Guarantors” and the Additional Guarantors, as defined in Section 6.05 (such Persons and the Additional Guarantors, collectively, the “Guarantors” and, individually, each a “Guarantor”

Amended and Restated Security Agreement dated February 2, 2024 between Airship AI Holdings, Inc. and Platinum Capital Partners Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2024).

EXHIBIT 10.2 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 2, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by and among AIRSHIP AI HOLDINGS, INC., a Delaware corporation (the “Company”) and the guarantors listed on the signatu

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information presents the combination of financial information of BYTS and Airship AI, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in acc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I

Amended and Restated Senior Secured Convertible Promissory Note issued February 2, 2024 by Airship AI Holdings, Inc. to Platinum Capital Partners Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2024).

EXHIBIT 10.1 NEITHER THE OFFER NOR THE SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2023 Date of Report (Date of earliest event report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2023 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commi

Amended and Restated Common Stock Purchase Warrant issued February 2, 2024 by Airship AI Holdings, Inc. to Platinum Capital Partners Inc. (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2024).

EXHIBIT 4.1 NEITHER THE OFFER NOR THE SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 25, 2024.

EX-99.2 3 tm243910d7ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

Joint Filing Agreement, dated as of January 25, 2024, among the Reporting Persons.

EX-99.1 2 tm243910d7ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of AIRSHIP AI HOLDINGS, INC. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accorda

AISP / Airship AI Holdings, Inc. / Magnetar Financial LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm243910d7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* AIRSHIP AI HOLDINGS, INC. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 008940108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

AIRSHIP AI HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER

EXHIBIT 99.2 AIRSHIP AI HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSE The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) is to: · review and determine the compensation to be paid or awarded to the Company’s executive officers, leadership team members reporting to the Chief Executive Officer and

AIRSHIP AI HOLDINGS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

EXHIBIT 99.3 AIRSHIP AI HOLDINGS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSE The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) is to: · identify, review, evaluate and communicate with candidates qualified to become Board members or nominees for directors

AIRSHIP AI HOLDINGS, INC. AUDIT COMMITTEE CHARTER

EXHIBIT 99.1 AIRSHIP AI HOLDINGS, INC. AUDIT COMMITTEE CHARTER I. PURPOSE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) is to: · oversee the Company’s accounting and financial reporting processes, systems of internal control over financial reporting, financial statement audits and the quality and integrity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 2, 2024 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 2, 2024 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission File Number) (I.

Clawback Policy (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 4, 2024).

EXHIBIT 10.1 AIRSHIP AI HOLDINGS, INC. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopt

AISP / Airship AI Holdings, Inc. / Airship AI Holdings, Inc. - SC13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Airship AI Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 008940 108 (CUSIP Number) Derek Xu c/o Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 Tel: (877) 462-4250 (Name, Address and Telephone Number of Person Authorized to Recei

AISP / Airship AI Holdings, Inc. / Airship AI Holdings, Inc. - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Airship AI Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 008940 108 (CUSIP Number) Victor Huang c/o Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 Tel: (877) 462-4250 (Name, Address and Telephone Number of Person Authorized to R

Articles of Merger, dated December 20, 2023.

EXHIBIT 2.4 ARTICLES OF MERGER OF BYTE MERGER SUB, INC. a Washington corporation WITH AND INTO AIRSHIP AI HOLDINGS, INC., a Washington corporation Pursuant to Chapter 23B.11 of the Washington Business Corporation Act, the following Articles of Merger are submitted for the purpose of merging BYTE Merger Sub, Inc., a Washington corporation (the “Merger Sub”), with and into Airship AI Holdings, Inc.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2023 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 21, 2023 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction (Commission (I.R.S. Employ

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2023).

EXHIBIT 21.1 List of Subsidiaries Subsidiary Place of Incorporation Airship AI, Inc. Washington JDL Digital Systems, Inc. Washington Zeppelin Worldwide LLC Delaware

Amended and Restated Registration Rights Agreement, dated December 21, 2023 by and among Airship AI Holdings, Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2023).

EXHIBIT 10.8 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as

Code of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2023).

EXHIBIT 14.1 AIRSHIP AI HOLDINGS, INC. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Airship AI Holdings, Inc. (the “Company”) has adopted this code of ethics (this “Code”) on December 21, 2023, which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the inte

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2023).

EXHIBIT 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of December 21, 2023, is made by and between Airship AI Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s Bylaws (the “Bylaws

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.) The following unaudited pro forma condensed combined financial information presents the combination of financial i

Earnout Escrow Agreement, dated December 21, 2023 by and between Airship AI Holdings, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2023).

EXHIBIT 10.9 EARNOUT ESCROW AGREEMENT THIS EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2023, by and among Airship AI Holdings, Inc., a Delaware corporation (formerly known as BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation) (“Parent”), and Continental Stock Transfer & Trust

Letter from Marcum LLP, dated December 28, 2023 (incorporated by reference to Exhibit 16.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 28, 2023).

EXHIBIT 16.1 December 28, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Airship AI Holdings, Inc. (formerly BYTE Acquisition Corp.) under Item 4.01(a) of its Form 8-K dated December 28, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 2023 Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 2023 Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40222 93-4974766 (State or other jurisdiction of incorporation) (Commiss

Letter Amendment to Form of Bylaws, dated December 20, 2023, by and between BYTE Acquisition Corp. and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 27, 2023).

EXHIBIT 10.1 CONFIDENTIAL December 20, 2023 Airship AI Holdings, Inc. 12226 134th Court NE Redmond, WA 98052 RE: Amendment to form of Parent Bylaws Ladies and gentlemen: Reference is made to the (i) Merger Agreement entered into on June 27, 2023, as amended on September 22, 2023, by and among Airship AI Holdings, Inc., a Washington corporation (the “Company”), BYTE Acquisition Corp., a Cayman Isla

Bylaws of Airship AI Holdings, Inc. (incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on December 27, 2023).

EXHIBIT 3.3 BYLAWS OF AIRSHIP AI HOLDINGS, INC. Article I—Corporate Offices 1.1 Registered Office. The address of the registered office of Airship AI Holdings, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (

Certificate of Incorporation of BYTE Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 27, 2023).

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF BYTE ACQUISITION CORP. ARTICLE I The name of the corporation is BYTE Acquisition Corp. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 1521 Concord Pike Suite 201, in the City of Wilmington, County of New Castle, 19803. The name of its registered agent at such address is Corporate Creations N

Certificate of Amendment to Certificate of Incorporation of BYTE Acquisition Corp. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on December 27, 2023).

EXHIBIT 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BYTE ACQUISITION CORP. BYTE Acquisition Corp. (the “Corporation”) a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: That the Certificate of Incorporation of the Corporation be, and hereby is, amended by deleting A

Plan of Domestication, dated December 20, 2023.

EXHIBIT 2.1 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on December 20, 2023 and sets forth the terms and conditions pursuant to which BYTE Acquisition Corp., a Cayman Islands exempted company (“BYTE”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as BYTE Acquisition Corp., pursuant to Sections 265 and 388 of

AISP / Airship AI Holdings, Inc. / Byte Holdings LP - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea190545-13da3byteairship.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Airship AI Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 008940 108 (CUSIP Number) Samuel Gloor 445 Park Avenue, 9th Floor New York, NY 10022 (917) 969

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 BYTE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission

Airship AI Holdings Completes Business Combination with BYTE Acquisition Corp. Combined Company to Begin Trading on Nasdaq Under “AISP” on December 22, 2023 Business Combination Strategically Positions Airship AI, a Robust AI-Driven Video, Sensor and

Exhibit 99.1 Airship AI Holdings Completes Business Combination with BYTE Acquisition Corp. Combined Company to Begin Trading on Nasdaq Under “AISP” on December 22, 2023 Business Combination Strategically Positions Airship AI, a Robust AI-Driven Video, Sensor and Data Management Surveillance Platform for Government Agencies and Enterprises, to Accelerate Growth and Revenue As Part of its $163 Mill

BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 18, 2023

Exhibit 99.1 BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 18, 2023 NEW YORK, December 15, 2023 – BYTE Acquisition Corp. (the “Company” or “BYTE”) (Nasdaq: BYTS), a special purpose acquisition company, today announced that it has adjourned the extraordinary general meeting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BYTE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission

Promissory Note, dated December 14, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 19, 2023

Exhibit 99.1 BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 19, 2023 NEW YORK, December 18, 2023 – BYTE Acquisition Corp. (the “Company” or “BYTE”) (Nasdaq: BYTS), a special purpose acquisition company, today announced that it has again adjourned the extraordinary general m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 BYTE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BYTE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission

Promissory Note, dated December 14, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 18, 2023

Exhibit 99.1 BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 18, 2023 NEW YORK, December 15, 2023 – BYTE Acquisition Corp. (the “Company” or “BYTE”) (Nasdaq: BYTS), a special purpose acquisition company, today announced that it has adjourned the extraordinary general meeting

BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 19, 2023

Exhibit 99.1 BYTE Acquisition Corp. Announces Adjournment of Shareholder Meeting to Approve Business Combination with Airship AI Redemption Deadline Extended to 4:00 p.m. ET on December 19, 2023 NEW YORK, December 18, 2023 – BYTE Acquisition Corp. (the “Company” or “BYTE”) (Nasdaq: BYTS), a special purpose acquisition company, today announced that it has again adjourned the extraordinary general m

SUPPLEMENT TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF BYTE ACQUISITION CORP. (a Cayman Islands exempted company) PROSPECTUS FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND 16,699,626 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Issua

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274464 Proxy Statement/Prospectus Supplement No. 1 (to the Proxy Statement/Prospectus dated December 5, 2023) SUPPLEMENT TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF BYTE ACQUISITION CORP. (a Cayman Islands exempted company) PROSPECTUS FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND 16,699,626 WARRANTS TO PURCHASE SHARES OF COMMON ST

Airship AI Starts Delivery of $10.9 Million US Government Contracts for Advanced Video and Sensor Management Agency within the Department of Homeland Security to Utilize Company’s Edge IoT Appliance, Outpost AI

Filed by BYTE Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Airship AI Holdings, Inc. Commission File Number: 333-274464 Airship AI Starts Delivery of $10.9 Million US Government Contracts for Advanced Video and Sensor Management Agency within the D

BYTE Acquisition Corp. and Airship AI Holdings, Inc. Announce Filing of Definitive Proxy Statement and Extraordinary General Meeting on December 15, 2023 to Vote on Business Combination Extraordinary General Meeting of BYTE Acquisition Corp. (“BYTE”)

Filed by BYTE Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Airship AI Holdings, Inc. Commission File Number: 333-274464 BYTE Acquisition Corp. and Airship AI Holdings, Inc. Announce Filing of Definitive Proxy Statement and Extraordinary General Mee

Filed pursuant to Rule 424(b)(3) Registration No. 333-274464 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF BYTE ACQUISITION CORP. (a Cayman Islands exempted company) PROSPECTUS FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND 16,699,626 WARRANT

Filed pursuant to Rule 424(b)(3) Registration No. 333-274464 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF BYTE ACQUISITION CORP. (a Cayman Islands exempted company) PROSPECTUS FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND 16,699,626 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Issuance) AND 9,207,868 SHARES OF COMMON STOCK AND 515,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For

BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022

BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 December 1, 2023 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Re: BYTE Acquisition Corp. Registration Statement on Form S-4 File No. 333-274464 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the

Consent of Scalar, LLC.

Exhibit 99.2 Scalar, LLC 874 E Pioneer Road Draper, UT 84020 November 20, 2023 The Board of Directors BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 Re: Registration Statement on Form S-4 of BYTE Acquisition Corp. Members of the Board: Scalar, LLC (“Scalar”) hereby consents to (i) the inclusion of our opinion letter dated June 26, 2023 (the “Opinion”) to the Board of Director

Form of Preliminary Proxy Card.

Exhibit 99.1

Certificate of Domestication.

Exhibit 3.6 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW BYTE Acquisition Corp., presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify to the following facts relating to t

As filed with the United States Securities and Exchange Commission on November 21, 2023

As filed with the United States Securities and Exchange Commission on November 21, 2023 Registration No.

Plan of Domestication.

Exhibit 2.3 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on , and sets forth the terms and conditions pursuant to which BYTE Acquisition Corp., a Cayman Islands exempted company (“BYTE”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as Airship AI Holdings, Inc., pursuant to Section 388 of the Delaware General C

November 21, 2023

November 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Consent of Amit Mital to be named as a Director of Airship Pubco.

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by BYTE Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all

Consent of Scalar, LLC.

Exhibit 99.2 Scalar, LLC 874 E Pioneer Road Draper, UT 84020 November 7, 2023 The Board of Directors BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 Re: Registration Statement on Form S-4 of BYTE Acquisition Corp. Members of the Board: Scalar, LLC (“Scalar”) hereby consents to (i) the inclusion of our opinion letter dated June 26, 2023 (the “Opinion”) to the Board of Directors

As filed with the United States Securities and Exchange Commission on November 7, 2023

As filed with the United States Securities and Exchange Commission on November 7, 2023 Registration No.

2

November 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BYTE ACQUISITION CORP. (Exact name of r

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) BYTE ACQUISITION CORP.

As filed with the United States Securities and Exchange Commission on October 18, 2023

As filed with the United States Securities and Exchange Commission on October 18, 2023 Registration No.

2

October 18, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Senior Secured Convertible Promissory Note issued June 22, 2023 by Airship AI Holdings, Inc. to Platinum Capital Partners Inc. (incorporated by reference to Exhibit 10.17 of BYTE Acquisition Corp.’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-274464), filed with the SEC on October 18, 2023).

Exhibit 10.17 EXECUTION NEITHER THE OFFER NOR THE SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

Consent of Scalar, LLC.

Exhibit 99.2 Scalar, LLC 874 E Pioneer Road Draper, UT 84020 October 17, 2023 The Board of Directors BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 Re: Registration Statement on Form S-4 of BYTE Acquisition Corp. Members of the Board: Scalar, LLC (“Scalar”) hereby consents to (i) the inclusion of our opinion letter dated June 26, 2023 (the “Opinion”) to the Board of Directors

Lease, dated as of December 22, 2020, by and between JDL Digital Systems Inc. DBA Airship Industries, Inc. and Langtree Development Company, LLC (incorporated by reference to Exhibit 10.15 of BYTE Acquisition Corp.’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-274464), filed with the SEC on October 18, 2023).

Exhibit 10.15 LEASE THIS LEASE (“Lease”) is made and entered into as of the 22nd day of December, 2020 (“Effective Date”) by and between LANGTREE DEVELOPMENT COMPANY, LLC, a North Carolina limited liability company, or its assigns, with offices at 5800 Monroe St, Building F-5, Sylvania, Ohio 43560 (“Landlord”), and JDL Digital Systems DBA Airship Industries, Inc, a Washington State Corporation, wi

Sublease Agreement, effective July 13, 2023, by and between Helion Energy, Inc. and JDL Systems, Inc. (incorporated by reference to Exhibit 10.16 of BYTE Acquisition Corp.’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-274464), filed with the SEC on October 18, 2023).

Exhibit 10.16 Colliers International WA, LLC 11225 SE 6th St, Suite 240 Bellevue, WA 98004 Phone: 425-453-4545 Fax: 425-453-4540 © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUBLS Sublease Agreement Rev. 9/2020 Page 1 of 20 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (“Sublease”) is entered and effective this 13 day of July, 20 23, by Helion Energy, Inc. , a(n) Delaware corporation (“

BYTS / BYTE Acquisition Corp - Class A / Byte Holdings LP - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* BYTE Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G1R25Q 105 (CUSIP Number) Samuel Gloor BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 (917) 969-9250 (Name, Address and Telephone Number

Amendment to the Registrant’s Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BYTE ACQUISITION CORP. RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 51.2, 51.5 and 51.8 in their entirety and the insertion of the foll

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2023 (September 22, 2023) BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of inco

Amendment to the Registrant’s Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BYTE ACQUISITION CORP. RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 51.7 in its entirety and the insertion of the following language in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2023 BYTE ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commissio

First Amendment to Merger Agreement, dated September 22, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 2.1 to BYTE Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on September 26, 2023).

Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”) is made as of this 22nd day of September 2023, by and among Airship AI Holdings, Inc., a Washington corporation (the “Company”), BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commissio

First Amendment to Merger Agreement, dated as of September 22, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc.

Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”) is made as of this 22nd day of September 2023, by and among Airship AI Holdings, Inc., a Washington corporation (the “Company”), BYTE Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 BYTE ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commissio

Amendment to the Non-Redemption Agreement.

Exhibit 10.1 AMENDMENT TO THE NON-REDEMPTION AGREEMENT This Amendment to the Non-Redemption Agreement (this “Amendment”) is dated September 14, 2023, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). WHEREAS, the Company and the Holder entered into that certain Non-Redemption Agreement dated as of March 8, 2023

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commissio

Amendment to the Non-Redemption Agreement, dated September 14, 2023, by and between BYTE Acquisition Corp. and the shareholder named on the signature page thereto (incorporated by reference to Exhibit 10.1 to BYTE Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40222) filed with the SEC on September 14, 2023).

Exhibit 10.1 AMENDMENT TO THE NON-REDEMPTION AGREEMENT This Amendment to the Non-Redemption Agreement (this “Amendment”) is dated September 14, 2023, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). WHEREAS, the Company and the Holder entered into that certain Non-Redemption Agreement dated as of March 8, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) BYTE ACQUISITION CORP.

Consent of Peeyush Ranjan to be named as a Director of Airship Pubco.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by BYTE Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all

As filed with the United States Securities and Exchange Commission on September 11, 2023

As filed with the United States Securities and Exchange Commission on September 11, 2023 Registration No.

Consent of Scalar, LLC.

Exhibit 99.2 Scalar, LLC 874 E Pioneer Road Draper, UT 84020 September 11, 2023 The Board of Directors BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 Re: Registration Statement on Form S-4 of BYTE Acquisition Corp. Members of the Board: Scalar, LLC (“Scalar”) hereby consents to (i) the inclusion of our opinion letter dated June 26, 2023 (the “Opinion”) to the Board of Directo

Consent of Derek Xu to be named as a director of Airship Pubco.

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by BYTE Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all

Consent of Victor Huang to be named as a director of Airship Pubco.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by BYTE Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

BYTS / BYTE Acquisition Corp - Class A / Byte Holdings LP - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BYTE Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G1R25Q 105 (CUSIP Number) Samuel Gloor BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 (917) 969-9250 (Name, Address and Telephone Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BYTE ACQUISITION CORP. (Exact name of regist

Non-Redemption Agreement, dated as of August 1, 2023, by and among BYTE Acquisition Corp., BYTE Holdings LP, and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 10.1 to BYTE Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40222) filed with the SEC on August 2, 2023).

Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 1, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), the undersigned shareholder (the “Holder”), and, solely for the purpose of acknowledging the post-closing covenant in paragraphs 6, 7(a) and 7(b) of this Agreement, Airship AI Holdings,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fi

Non-Redemption Agreement, dated as of August 1, 2023, by and among BYTE Acquisition Corp. and the shareholder of BYTE Acquisition Corp. named therein.

Exhibit 10.2 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 1, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). RECITALS WHEREAS, the Company has entered into the Merger Agreement (“Merger Agreement”), dated as of June 27, 2023, Airship AI Holdings, I

Non-Redemption Agreement, dated as of August 1, 2023, by and among BYTE Acquisition Corp., Byte Holdings LP, and Airship AI Holdings, Inc.

Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 1, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), the undersigned shareholder (the “Holder”), and, solely for the purpose of acknowledging the post-closing covenant in paragraphs 6, 7(a) and 7(b) of this Agreement, Airship AI Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 BYTE ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fi

Non-Redemption Agreement, dated as of August 1, 2023, by and among BYTE Acquisition Corp. and the shareholder of BYTE Acquisition Corp. named therein (incorporated by reference to Exhibit 10.2 to BYTE Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40222) filed with the SEC on August 2, 2023).

Exhibit 10.2 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 1, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). RECITALS WHEREAS, the Company has entered into the Merger Agreement (“Merger Agreement”), dated as of June 27, 2023, Airship AI Holdings, I

* * *

June 29, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 BYTE ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 BYTE ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fil

Parent Support Agreement, dated as of June 27, 2023, by and among BYTE Holdings LP, BYTE Acquisition Corp., and Airship AI Holdings, Inc. ((incorporated by reference to Exhibit 10.1 to BYTE Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on June 27, 2023).

Exhibit 10.1 PARENT SUPPORT AGREEMENT This Parent Support Agreement (this “Agreement”) is dated as of June 27, 2023, by and among Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), BYTE Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and

Airship AI Holdings, Inc. to List on NASDAQ through Business Combination with BYTE Acquisition Corp. Robust AI-driven surveillance video, sensor and data management platform

Exhibit 99.1 Airship AI Holdings, Inc. to List on NASDAQ through Business Combination with BYTE Acquisition Corp. Robust AI-driven surveillance video, sensor and data management platform Redmond, WA & New York, NY -(BUSINESS WIRE)- BYTE Acquisition Corp. (NASDAQ: BYTS), a special purpose acquisition company (“BYTE”), and Airship AI Holdings, Inc. (“Airship AI”), a robust AI-driven edge video, sens

1 Real Time. Actionable. Intelligence. J une 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai Disclaimers Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prep

Exhibit 99.2 1 Real Time. Actionable. Intelligence. J une 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai Disclaimers Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in connection with a potential business co

Company Support Agreement, dated as of June 27, 2023, by and among BYTE Acquisition Corp., Airship AI Holdings, Inc. and the other parties thereto.

Exhibit 10.2 COMPANY SUPPORT AGREEMENT This Company Support Agreement (this “Agreement”) is dated as of June 27, 2023, by and among the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), BYTE Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delawa

Merger Agreement, dated June 27, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc. (incorporated by reference to Exhibit 2.1 to BYTE Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on June 27, 2023).

Exhibit 2.1 Execution Version MERGER AGREEMENT dated June 27, 2023 by and among Airship AI Holdings, Inc., BYTE Acquisition Corp. and BYTE Merger Sub, Inc. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 18 ARTICLE II THE DOMESTICATION AND THE MERGER 19 2.1 Domestication 19 2.2 Merger 19 2.3 Merger Effective Time 19 2.4 Effect of the Merger 19 2.5 U.S. Tax Treatme

1 Real Time. Actionable. Intelligence. J une 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai Disclaimers Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prep

Exhibit 99.2 1 Real Time. Actionable. Intelligence. J une 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai Disclaimers Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in connection with a potential business co

Merger Agreement, dated as of June 27, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc.

Exhibit 2.1 Execution Version MERGER AGREEMENT dated June 27, 2023 by and among Airship AI Holdings, Inc., BYTE Acquisition Corp. and BYTE Merger Sub, Inc. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 18 ARTICLE II THE DOMESTICATION AND THE MERGER 19 2.1 Domestication 19 2.2 Merger 19 2.3 Merger Effective Time 19 2.4 Effect of the Merger 19 2.5 U.S. Tax Treatme

Company Support Agreement, dated as of June 27, 2023, by and among BYTE Acquisition Corp., Airship AI Holdings, Inc. and the other parties thereto.

Exhibit 10.2 COMPANY SUPPORT AGREEMENT This Company Support Agreement (this “Agreement”) is dated as of June 27, 2023, by and among the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), BYTE Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of

Parent Support Agreement, dated as of June 27, 2023, by and among Byte Holdings LP, BYTE Acquisition Corp. and Airship AI Holdings, Inc.

Exhibit 10.1 PARENT SUPPORT AGREEMENT This Parent Support Agreement (this “Agreement”) is dated as of June 27, 2023, by and among Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), BYTE Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and

Airship AI Holdings, Inc. to List on NASDAQ through Business Combination with BYTE Acquisition Corp. Robust AI-driven surveillance video, sensor and data management platform

Exhibit 99.1 Airship AI Holdings, Inc. to List on NASDAQ through Business Combination with BYTE Acquisition Corp. Robust AI-driven surveillance video, sensor and data management platform Redmond, WA & New York, NY -(BUSINESS WIRE)- BYTE Acquisition Corp. (NASDAQ: BYTS), a special purpose acquisition company (“BYTE”), and Airship AI Holdings, Inc. (“Airship AI”), a robust AI-driven edge video, sens

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BYTE ACQUISITION CORP. (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2023 BYTE Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2023 BYTE Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2023 BYTE ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BYTE ACQUISITION CORP. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40222 BYTE ACQUISITION CORP. (Ex

Amended and Restated Memorandum and Articles of Association.

EXHIBIT 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BYTE ACQUISITION CORP. (adopted by special resolution dated 18 March 2021 and effective on 18 march 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BYTE ACQUIS

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2023 (March 16, 2023) BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporatio

Amendment to the Registrant’s Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BYTE ACQUISITION CORP. RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 17.2 in its entirety and the insertion of the following langu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 BYTE ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fi

1 Real Time. Actionable. Intelligence. March 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai 2 Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to as

Exhibit 99.2 1 Real Time. Actionable. Intelligence. March 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai 2 Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in connection with a potential business combination

BYTE Acquisition Corp. and Airship AI Holdings, Inc. Announce Letter of Intent for a Business Combination

Exhibit 99.1 BYTE Acquisition Corp. and Airship AI Holdings, Inc. Announce Letter of Intent for a Business Combination March 10, 2023 9:00 AM Eastern Standard Time REDMOND, WA.-(BUSINESS WIRE)-BYTE Acquisition Corp. (NASDAQ: BYTS), a publicly traded special purpose acquisition company (“BYTE”), and Airship AI Holdings, Inc. (“Airship AI”), a robust AI-driven edge video, sensor and data management

AIRSHIP AI TO PRESENT AT THE 35th ANNUAL ROTH CONFERENCE

Filed by BYTE Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Airship AI Holdings, Inc. Commission File Number: 001-40222 AIRSHIP AI TO PRESENT AT THE 35th ANNUAL ROTH CONFERENCE Redmond, WA, March 10, 2023 – Airship AI Holdings, Inc. (“Airship AI”) t

BYTE Acquisition Corp. and Airship AI Holdings, Inc. Announce Letter of Intent for a Business Combination

Exhibit 99.1 BYTE Acquisition Corp. and Airship AI Holdings, Inc. Announce Letter of Intent for a Business Combination March 10, 2023 9:00 AM Eastern Standard Time REDMOND, WA.-(BUSINESS WIRE)-BYTE Acquisition Corp. (NASDAQ: BYTS), a publicly traded special purpose acquisition company (“BYTE”), and Airship AI Holdings, Inc. (“Airship AI”), a robust AI-driven edge video, sensor and data management

1 Real Time. Actionable. Intelligence. March 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai 2 Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to as

Exhibit 99.2 1 Real Time. Actionable. Intelligence. March 2023 Airship AI Holdings, Inc. – Investor Presentation www.airship.ai 2 Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in connection with a potential business combination

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 BYTE ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fi

Non-Redemption Agreement, dated March 8, 2023 (incorporated by reference to Exhibit 10.2 to BYTE Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40222), filed with the SEC on March 8, 2023).

Exhibit 10.2 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 8, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). RECITALS WHEREAS, the Company is seeking shareholder approval to amend the Company’s Amended and Restated Memorandum and Articles of Associa

Non-Redemption Agreement.

Exhibit 10.2 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 8, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). RECITALS WHEREAS, the Company is seeking shareholder approval to amend the Company’s Amended and Restated Memorandum and Articles of Associa

Non-Redemption Agreement, dated March 8, 2023 (incorporated by reference to Exhibit 10.1 to BYTE Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40222), filed with the SEC on March 8, 2023).

Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 8, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). RECITALS WHEREAS, the Company is seeking shareholder approval to amend the Company’s Amended and Restated Memorandum and Articles of Associa

Non-Redemption Agreement.

Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 8, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”). RECITALS WHEREAS, the Company is seeking shareholder approval to amend the Company’s Amended and Restated Memorandum and Articles of Associa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 BYTE ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 BYTE ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2023 (February 15, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2023 (February 15, 2023) BYTE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40222 N/A (State or other jurisdiction of incorp

BYTS / BYTE Acquisition Corp. Class A / Meteora Capital, LLC - SC 13G Passive Investment

SC 13G 1 byts13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BYTE Acquisition Corporation (Name of Issuer) Class A Ordinary share, $0.0001 par value (Title of Class of Securities) G1R25Q105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

JOINT FILING AGREEMENT

EX-99.1 2 bytsex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regula

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

BYTS / BYTE Acquisition Corp. Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BYTE Acquisition Corporation (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G1R25Q105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

BYTS / BYTE Acquisition Corp. Class A / Vivaldi Asset Management, LLC - BYTS 13G Passive Investment

SC 13G 1 schedule13gbyts2142023.htm BYTS 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BYTE Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1R25Q105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of thi

BYTS / BYTE Acquisition Corp. Class A / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Byte Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G1R25Q105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des