SEC Form SC 13D filed by BYTE Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Common Stock

(Title of Class of Securities)

008940 108

(CUSIP Number)

Victor Huang

c/o Airship AI Holdings, Inc.

8210 154th Ave NE

Redmond, WA 98052

Tel: (877) 462-4250

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 21, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the common stock, par value $0.0001 per share (“Common Stock”), of Airship AI Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 8210 154th Ave NE, Redmond, WA 98052.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

On December 21, 2023, the Issuer consummated the Business Combination pursuant to the terms of the Merger Agreement, pursuant to which, (i) on December 20, 2023, BYTE domesticated as a Delaware corporation and (ii) on December 21, 2023, Merger Sub merged with and into Airship AI, with Airship AI surviving as a wholly-owned subsidiary of the Issuer. In connection with the Closing, BYTE was renamed “Airship AI Holdings, Inc.”

Pursuant to the terms of the Merger Agreement, upon the Closing, (i) 3,384,353 shares of Common Stock were issued to Airship Kirkland Family LP upon the exchange in connection with the Merger of 1,925,000 shares of common stock of Airship AI owned by Airship Kirkland Family LP, (ii) 1,758,105 options of the Issuer were issued to Airship Kirkland Family LP upon the conversion in connection with the Merger of 1,000,000 options of Airship AI owned by Airship Kirkland Family LP, (iii) 1,758,105 SARs of the Issuer were issued to Airship Kirkland Family LP upon the conversion in connection with the Merger of 1,000,000 SARs of Airship AI owned by Airship Kirkland Family LP, and (iv) 1,344,951 warrants of the Issuer were issued to Victor Huang upon the conversion in connection with the Merger of 765,000 warrants of Airship AI owned by Mr. Huang. In addition, the Reporting Persons have the contingent right to receive a number of earnout shares, subject to the occurrence of, as applicable, certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement. Pursuant to the Issuer’s bylaws (the “Bylaws”), such securities are subject to transfer restrictions for a period of six months following the completion of the Business Combination and certain earnout shares will be subject to a 12-month lock-up period beginning on the date such shares are issued, unless waived, amended or repealed by the unanimous approval of the board of directors.

On December 21, 2023, the Reporting Persons entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with the Issuer, pursuant to which the Issuer granted the Reporting Persons registration rights with respect to certain shares of Common Stock, warrants and shares of Common Stock underlying options. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder, on the date that such holder no longer holds any Registrable Securities (as defined therein).

References to and descriptions herein of the Merger Agreement, the Bylaws, the Registration Rights Agreement and the transactions occurring in connection with the closing of the Business Combination are qualified in their entirety by reference to the Merger Agreement, the Bylaws and the Registration Rights Agreement, which are attached as exhibits hereto and incorporated herein by reference.

Item 4. Purpose of Transaction.

The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of Common Stock beneficially owned by the Reporting Persons, as reported in this Statement, were received in connection with the Business Combination. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.

Victor Huang serves as Chief Executive Officer and Chairman of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as described in this Statement, each of the Reporting Persons does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons acquired the shares reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional shares of Common Stock and/or other securities, selling some or all of its shares of Common Stock and/or other securities, or changing its intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 of this Statement is hereby incorporated by reference into this Item 6, as applicable. 

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 above or between any such Reporting Person and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

* Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendment, restatement, supplement and/or exhibit thereto) with respect to the securities of Airship AI Holdings, Inc. and further agree to the filing, furnishing and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto.  In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2nd day of January, 2024.