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)

 

(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. ☐

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On November 20, 2024, Airship AI, Holdings, Inc. (the “Company”) permanently reduced the exercise price of the Company’s outstanding 16,159,012 public warrants and 515,000 private warrants, previously exercisable at $7.80 per share, to an exercise price of $4.50 per share. The purpose of this reduced exercise price was to potentially raise proceeds received from the exercise of such warrants, if any, for working capital and general corporate purposes.

 

The information in Item 7.01 shall be treated as “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
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: November 20, 2024

 

 

 

 

 

 

 

 

AIRSHIP AI HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Victor Huang

 

 

Name: 

Victor Huang

 

 

Title:

Chief Executive Officer

 

 

 
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v3.24.3
Cover
Nov. 20, 2024
Document Information Line Items  
Entity Registrant Name AIRSHIP AI HOLDINGS, INC.
Entity Central Index Key 0001842566
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Nov. 20, 2024
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
Common stock (Member)  
Document Information Line Items  
Security 12b Title Common Stock
Trading Symbol AISP
Security Exchange Name NASDAQ
Warrants (member)  
Document Information Line Items  
Security 12b Title Warrants
Trading Symbol AISPW
Security Exchange Name NASDAQ
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