Komissarov Vadim 4

Accession 0001213900-23-098205

CIK 0001842566other

View on SEC.gov Company Profile

Filed

Dec 21, 7:00 PM ET

Accepted

Dec 22, 4:15 PM ET

Size

38.3 KB

Accession

0001213900-23-098205

Insider Transaction Report

Form 4

Period: 2023-12-20

Airship AI Holdings, Inc.AISP

Byte Holdings LP

10% OwnerOther

Transactions

Conversion
Units
2023-12-20−1,030,000→ 0 total
→ See footnote
Other
Class B Ordinary Shares
2023-12-20−1→ 0 total
→ Class A Ordinary Shares (1 underlying)
Conversion
Common Stock, par value $0.0001 per share
2023-12-20+1,030,000→ 9,692,868 total
Other
Common Stock, par value $0.0001 per share
2023-12-20−8,542,868→ 1,150,000 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−150,000→ 1,000,000 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−1,000,000→ 0 total
Conversion
Warrants
2023-12-20+515,000→ 515,000 total
→ Common Stock (515,000 underlying)
Other
Warrants
2023-12-20−515,000→ 0 total
→ Common Stock (515,000 underlying)

Byte Holdings GP Corp.

10% Owner

Transactions

Conversion
Warrants
2023-12-20+515,000→ 515,000 total
→ Common Stock (515,000 underlying)
Conversion
Units
2023-12-20−1,030,000→ 0 total
→ See footnote
Other
Warrants
2023-12-20−515,000→ 0 total
→ Common Stock (515,000 underlying)
Conversion
Common Stock, par value $0.0001 per share
2023-12-20+1,030,000→ 9,692,868 total
Other
Common Stock, par value $0.0001 per share
2023-12-20−8,542,868→ 1,150,000 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−150,000→ 1,000,000 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−1,000,000→ 0 total
Other
Class B Ordinary Shares
2023-12-20−1→ 0 total
→ Class A Ordinary Shares (1 underlying)

Komissarov Vadim

Director

Transactions

Other
Common Stock, par value $0.0001 per share
2023-12-20−8,542,868→ 1,150,000 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−1,000,000→ 0 total
Conversion
Units
2023-12-20−1,030,000→ 0 total
→ See footnote
Conversion
Common Stock, par value $0.0001 per share
2023-12-20+1,030,000→ 9,692,868 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−150,000→ 1,000,000 total
Other
Warrants
2023-12-20−515,000→ 0 total
→ Common Stock (515,000 underlying)
Conversion
Warrants
2023-12-20+515,000→ 515,000 total
→ Common Stock (515,000 underlying)
Other
Class B Ordinary Shares
2023-12-20−1→ 0 total
→ Class A Ordinary Shares (1 underlying)

Rozengarten Kobi

Executive Chairman

Transactions

Conversion
Common Stock, par value $0.0001 per share
2023-12-20+1,030,000→ 9,692,868 total
Conversion
Units
2023-12-20−1,030,000→ 0 total
→ See footnote
Other
Warrants
2023-12-20−515,000→ 0 total
→ Common Stock (515,000 underlying)
Other
Common Stock, par value $0.0001 per share
2023-12-21−150,000→ 1,000,000 total
Other
Class B Ordinary Shares
2023-12-20−1→ 0 total
→ Class A Ordinary Shares (1 underlying)
Other
Common Stock, par value $0.0001 per share
2023-12-20−8,542,868→ 1,150,000 total
Other
Common Stock, par value $0.0001 per share
2023-12-21−1,000,000→ 0 total
Conversion
Warrants
2023-12-20+515,000→ 515,000 total
→ Common Stock (515,000 underlying)

Footnotes (13)

[F1]This form is being filed by the following reporting persons: Byte Holdings LP (the "Sponsor") and each of Byte Holdings GP Corp., Vadim Komissarov and Kobi Rozengarten (and together with the Sponsor, the "Reporting Persons"). The securities are held directly by the Sponsor. Byte Holdings GP Corp. is the general partner of the Sponsor, and Kobi Rozengarten and Vadim Komissarov are the sole directors of Byte Holdings GP Corp. and share voting and investment discretion with respect to the securities held of record by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
[F10]Represents a pro rata distribution to the limited partners of the Sponsor for no consideration.
[F11]Vadim Komissarov is a limited partner of the Sponsor and received 5,000 Warrants distributed by the Sponsor and now owns those Warrants directly.
[F12]Prior to the Domestication, BYTE's Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), were (i) convertible into Class A Shares at the holder's election on a one-for-one basis and (ii) automatically convertible into Class A Shares at the time of the closing of BYTE's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.
[F13]As previously disclosed, the Company issued one Class B Share to the Sponsor for no consideration for administrative purposes. Pursuant to the Merger Agreement, on December 20, 2023, the Sponsor surrendered the Class B Share to BYTE for no consideration.
[F2]Prior to the events reported herein, the Sponsor owned 1,030,000 units of BYTE Acquisition Corp. ("BYTE"), with each unit consisting of one Class A ordinary share, par value $0.0001 per share ("Class A Shares"), and one-half of one warrant to purchase Class A Shares beginning 30 days after the completion of the Company's initial business combination. On December 20, 2023, the Sponsor elected to separate 1,030,000 units into 1,030,000 Class A Shares and 515,000 warrants.
[F3]In connection with the consummation of the transactions contemplated by the Merger Agreement, dated as of June 27, 2023, as amended on September 22, 2023 (the "Merger Agreement"), by and among BYTE, BYTE Merger Sub, Inc., and Airship AI Holdings, Inc. ("Airship AI") (the transactions contemplated thereby, the "Business Combination"), on December 20, 2023, BYTE domesticated as a Delaware corporation (the "Domestication") and changed its name to Airship AI Holdings, Inc. ("Airship Pubco"), and on December 21, 2023, Airship AI merged with and into BYTE Merger Sub, Inc. In connection with the Domestication, the Class A Shares held by the Sponsor were automatically converted into shares of common stock, par value $0.0001 per share, of Airship Pubco (the "Common Stock"), on a one-for-one basis.
[F4]In connection with the Domestication, the warrants to purchase Class A Shares held by the Sponsor were automatically converted into warrants to purchase Common Stock ("Warrants"). Each Warrant is exercisable at an initial exercise price of $11.50 per share, subject to adjustment, commencing 30 days following the closing of the Business Combination, into one share of Common Stock and will expire five years following the closing of the Business Combination.
[F5]Represents a pro rata distribution to the limited partners of the Sponsor for no consideration.
[F6]Kobi Rozengarten is a limited partner of the Sponsor and received 309,983 shares of Common Stock distributed by the Sponsor and now owns those shares directly.
[F7]Vadim Komissarov is a limited partner of the Sponsor and received 320,788 shares of Common Stock distributed by the Sponsor and now owns those shares directly.
[F8]The Sponsor forfeited 150,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination.
[F9]The Sponsor forfeited 1,000,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination pursuant to the terms of the Parent Support Agreement, dated as of June 27, 2023, by and among BYTE, the Sponsor, and Airship AI.

Documents

2 files

Issuer

Airship AI Holdings, Inc.

CIK 0001842566

→

Entity typeother

Related Parties

filerCIK 0001739771

Filing Metadata

Form type: 4
Filed: Dec 21, 7:00 PM ET
Accepted: Dec 22, 4:15 PM ET
Size: 38.3 KB

View on SEC.gov