Byte Holdings Lp converted options into 1,030,000 shares and disposed of 9,692,868 shares (SEC Form 4)
$BYTS
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Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Airship AI Holdings, Inc. [ AISP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share | 12/20/2023 | C | 1,030,000 | A | (2) | 9,692,868 | D(1)(3) | |||
| Common Stock, par value $0.0001 per share | 12/20/2023 | J(5) | 8,542,868 | D | $0.00 | 1,150,000(6)(7) | D(1)(3) | |||
| Common Stock, par value $0.0001 per share | 12/21/2023 | J(8) | 150,000 | D | $0.00 | 1,000,000 | D(1)(3) | |||
| Common Stock, par value $0.0001 per share | 12/21/2023 | J(9) | 1,000,000 | D | $0.00 | 0 | D(1)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units | (2) | 12/20/2023 | C | 1,030,000 | (2) | (2) | See footnote(2)(3) | (2) | $0.00 | 0 | D(1) | ||||
| Warrants | (2) | 12/20/2023 | C | 515,000 | (4) | (4) | Common Stock | 515,000 | (4) | 515,000 | D(1) | ||||
| Warrants | (4) | 12/20/2023 | J(10) | 515,000(11) | (4) | (4) | Common Stock | 515,000 | (4) | 0(11) | D(1) | ||||
| Class B Ordinary Shares | (12) | 12/20/2023 | J(13) | 1 | (12) | (12) | Class A Ordinary Shares | 1 | $0.00 | 0 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. Represents a pro rata distribution to the limited partners of the Sponsor for no consideration. |
| 6. 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. |
| 7. 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. |
| 8. The Sponsor forfeited 150,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination. |
| 9. 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. |
| 10. Represents a pro rata distribution to the limited partners of the Sponsor for no consideration. |
| 11. Vadim Komissarov is a limited partner of the Sponsor and received 5,000 Warrants distributed by the Sponsor and now owns those Warrants directly. |
| 12. 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. |
| 13. 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. |
| Remarks: |
| See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. |
| /s/ Vadim Komissarov for BYTE Holdings LP | 12/22/2023 | |
| /s/ Vadim Komissarov for BYTE Holdings GP Corp. | 12/22/2023 | |
| /s/ Vadim Komissarov | 12/22/2023 | |
| /s/ Kobi Rozengarten | 12/22/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||