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

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

Identification No.)

 

8210 154th Ave NE

Redmond, WA

 

98052

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (877) 462-4250

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

AISP

 

The Nasdaq Stock Market LLC

Warrants

 

AISPW

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company   ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 

 

 Explanatory Note

 

This Amendment No. 1 to Current Report on Form 8-K (“Form 8-K/A”) is being filed by Airship AI Holdings, Inc. (the “Company”) solely for the purpose of filing an amended version of Exhibit 99.1 that was originally filed with the Current Report on Form 8-K filed on December 28, 2023 (the “Original Form 8-K”). The unaudited pro forma condensed combined financial information filed as Exhibit 99.1 to the Original Form 8-K has been corrected in this Form 8-K/A to classify a portion of the Earnout Shares (as defined therein) as a liability.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

No.

 

Description of Exhibit

99.1

 

Unaudited pro forma condensed combined financial information of Airship AI Holdings, Inc.

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 6, 2024

 

 

 

 

 

 

 

 

AIRSHIP AI HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Victor Huang

 

 

Name: 

Victor Huang

 

 

Title:

Chief Executive Officer

 

 

 

3

 

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Cover
Dec. 21, 2023
Document Information Line Items  
Entity Registrant Name AIRSHIP AI HOLDINGS, INC.
Entity Central Index Key 0001842566
Document Type 8-K/A
Amendment Flag true
Entity Emerging Growth Company true
Document Period End Date Dec. 21, 2023
Entity Ex Transition Period false
Entity File Number 001-40222
Entity Incorporation State Country Code DE
Entity Tax Identification Number 93-4974766
Entity Address Address Line 1 8210 154th Ave NE
Entity Address City Or Town Redmond
Entity Address State Or Province WA
Entity Address Postal Zip Code 98052
City Area Code 877
Local Phone Number 462-4250
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Amendment Description This Amendment No. 1 to Current Report on Form 8-K (“Form 8-K/A”) is being filed by Airship AI Holdings, Inc. (the “Company”) solely for the purpose of filing an amended version of Exhibit 99.1 that was originally filed with the Current Report on Form 8-K filed on December 28, 2023 (the “Original Form 8-K”). The unaudited pro forma condensed combined financial information filed as Exhibit 99.1 to the Original Form 8-K has been corrected in this Form 8-K/A to classify a portion of the Earnout Shares (as defined therein) as a liability.
Common Stock [Member]  
Document Information Line Items  
Security 12b Title Common Stock
Trading Symbol AISP
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information Line Items  
Security 12b Title Warrants
Trading Symbol AISPW
Security Exchange Name NASDAQ
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