4//SEC Filing
Xu Derek 4
Accession 0001161697-24-000189
CIK 0001842566other
Filed
Apr 3, 8:00 PM ET
Accepted
Apr 4, 4:15 PM ET
Size
12.5 KB
Accession
0001161697-24-000189
Insider Transaction Report
Form 4
Xu Derek
DirectorChief Operating Officer10% Owner
Transactions
- Award
Options
2024-03-28+75,000→ 75,000 totalExercise: $6.59Exp: 2034-03-31→ Common Stock (75,000 underlying)
Holdings
- 1,344,951
Warrants
Exercise: $1.77From: 2023-12-21Exp: 2027-05-08→ Common Stock (1,344,951 underlying) - 8,438,905(indirect: See footnote)
Common Stock
- 298,878
Earnout Rights
→ Common Stock (298,878 underlying) - 1,875,312(indirect: See footnote)
Earnout Rights
→ Common Stock (1,875,312 underlying)
Footnotes (5)
- [F1]Represents shares of common stock of the Issuer received on December 21, 2023, as consideration pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among Airship AI Holdings, Inc., a Delaware corporation (the "Issuer") (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of the Issuer, and Airship AI, Inc., a Washington company (formerly known as Airship AI Holdings, Inc., "Airship AI"). The Reporting Person received the reported shares in exchange for shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
- [F2]Airship Redmond Family Limited Partnership is the record holder of the securities reported herein. Derek Xu is the managing partner of Airship Redmond Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Xu disclaims beneficial ownership of the securities held by Airship Redmond Family Limited Partnership, except to the extent of his pecuniary interest therein.
- [F3]Represents warrants to purchase shares of common stock of the Issuer received by the Reporting Person on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of warrants to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
- [F4]Pursuant to earnout provisions in the Merger Agreement, the holder of such Earnout Rights is entitled to receive shares of common stock of the Issuer upon the occurrence of certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement.
- [F5]Commencing on March 31, 2024, the options (4,687.50 per quarter) will vest on the last day of each calendar quarter for four (4) consecutive years with each option vesting on (March 31st, June 30th, September 30th and December 31st).
Documents
Issuer
Airship AI Holdings, Inc.
CIK 0001842566
Entity typeother
Related Parties
1- filerCIK 0002004130
Filing Metadata
- Form type
- 4
- Filed
- Apr 3, 8:00 PM ET
- Accepted
- Apr 4, 4:15 PM ET
- Size
- 12.5 KB