Stock Performance and Market Risks - The last reported sales price of the Common Stock was $6.45, with the exercise price of the Public Warrants being higher than this market price[87]. - The trading market for the Common Stock may be affected by the lack of coverage from securities analysts, which could negatively impact the stock price[85]. - A prolonged decline in the price of Common Stock could adversely affect the company's liquidity and ability to raise capital[105]. - The company cannot predict market price fluctuations for its common stock, which may be affected by factors beyond its control[111]. Corporate Governance and Ownership Structure - The concentration of ownership by executive officers and directors, who control approximately 70.5% of the voting power, may limit stockholder influence on corporate matters[100]. - The concentration of ownership by a limited number of affiliated stockholders may limit interest in the company's securities[109]. - Anti-takeover provisions in the company's certificate of incorporation could impair a takeover attempt[114]. - Special meetings of stockholders can only be called by the board of directors, potentially delaying stockholder actions[115]. - The Court of Chancery of the State of Delaware is designated as the exclusive forum for certain stockholder litigation matters, which could limit stockholders' options[115]. Financial and Tax Considerations - The company has not capitalized any software development costs during the years ended December 31, 2023, and 2022[97]. - The company does not intend to pay any cash dividends in the foreseeable future, with returns on investment expected to come from increases in the fair market value of the capital stock[107]. - The company may face additional tax liabilities due to changes in tax laws, particularly related to research and experimental expenditures[74][75]. Operational Risks - The company is subject to significant costs associated with public company governance and reporting requirements, which may strain resources and distract management[101]. - The company may be subject to litigation risks due to increased visibility from public disclosures, which could divert management resources[82]. - Regulatory developments affecting the industry could impact the company's operations[110]. - The company faces risks related to the realization of risk factors presented in its annual report[109]. - Additions or departures of key personnel may impact the company's performance[109]. - The company's ability to execute its business plan is crucial for maintaining market confidence[111]. Company Classification - The company is classified as a "smaller reporting company" and an "emerging growth company," allowing it to take advantage of certain reporting exemptions[89]. - The company is classified as a "smaller reporting company" and "emerging growth company," which may make its common stock less attractive to investors[112].

Financial Performance - FY 2023 revenue was $12.3 million, with a gross profit of $5.8 million and a gross margin of 47%[24] - Net income for FY 2023 was $16.4 million, primarily due to $23 million in other income from changes in warrant and earnout liabilities[24] - Operating loss for FY 2023 was $6.6 million, mainly due to $2.9 million in stock-based compensation[24] - Total net revenues for the year ended December 31, 2023, were $12,299,584, a decrease of 15.5% from $14,549,141 in 2022[34] - Gross profit for the year was $5,764,317, down 31.5% from $8,421,013 in the previous year[34] - Operating loss increased to $(6,640,365) in 2023, compared to $(2,823,813) in 2022[34] - Net income for 2023 was $16,371,134, a significant improvement from a net loss of $(487,493) in 2022[34] - Basic net income per share for 2023 was $1.20, compared to a loss of $(0.04) per share in 2022[34] Assets and Liabilities - Total assets as of December 31, 2023, were $6,982,575, compared to $3,909,096 in 2022[33] - Total liabilities increased to $23,575,140, up from $12,267,507 in the previous year[33] - The company reported a total stockholders' deficit of $(16,592,565) as of December 31, 2023, compared to $(8,358,411) in 2022[33] Cash Flow and Financing - Cash and cash equivalents stood at $3.1 million as of December 31, 2023[24] - Net cash used in operating activities was $(3,291,333) compared to $(2,902,659) in the previous period, indicating an increase in cash outflow[36] - Net cash provided by financing activities amounted to $6,119,834, up from $1,866,457 in the prior period, reflecting strong financing support[36] - Cash and cash equivalents at the end of the year reached $3,124,413, a significant increase from $298,614 at the beginning of the year[36] - Proceeds from convertible promissory notes were $2,584,582, contributing to the financing activities[36] - The total cash inflow from reverse recapitalization was $2,809,792, enhancing the company's liquidity position[36] Operational Highlights - The company has a validated pipeline of approximately $140 million expected to drive triple-digit revenue growth in FY 2024[3] - Backlog increased to approximately $11.8 million, including orders from the U.S. Department of Homeland Security and Department of Justice[3] - New product launches include turn-key solutions for government customers leveraging the Outpost AI edge appliance[4] - Focus on expanding customer acquisition with U.S. federal and state law enforcement agencies[4] - The company aims to improve sourcing and supply chain management to drive margin expansion[6] Expenses - Research and development expenses were $2,729,492, a decrease of 24.5% from $3,614,814 in 2022[34] - Selling, general and administrative expenses rose to $9,675,190, up 26.8% from $7,630,012 in the prior year[34] Market Activity - The company completed a merger and began trading on Nasdaq under the ticker "AISP" on December 22, 2023[2] Financial Instruments - The company recognized a gain from the change in fair value of earnout liability totaling $(21,976,349), impacting overall financial performance[36] - The company reported a loss from the change in fair value of convertible notes amounting to $240,784, indicating potential volatility in financial instruments[36] - Interest paid during the period was $21,438, slightly higher than $19,950 in the previous period, reflecting increased borrowing costs[36] - The company experienced a decrease in accounts receivable by $(943,152), which may indicate improved cash collection efforts[36] - The effect from exchange rate on cash was $(2,702), showing minor impact from currency fluctuations[36]

As filed with the U.S. Securities and Exchange Commission on March 6, 2024. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

As filed with the U.S. Securities and Exchange Commission on February 6, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 8210 154th ...

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of approximately $1.5 million, consisting of about $800,000 in operational losses and a noncash loss of approximately $1.0 million from changes in fair value of derivative warrant liabilities [180]. - For the nine months ended September 30, 2023, the company had a net loss of approximately $2.1 million, which included approximately $3.4 million in operational losses and a noncash loss of approximately $2.5 million from changes in fair value of derivative warrant liabilities [181]. - As of September 30, 2023, the company had cash of $18,752 [183]. - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 for office space and administrative services [185]. Shareholder Actions - Shareholders holding an aggregate of 525,624 Class A ordinary shares redeemed their shares for approximately $10.63 per share during the extraordinary general meeting on September 22, 2023 [174]. Business Combination Timeline - The company extended the deadline to complete a business combination from September 25, 2023, to December 26, 2023, with a potential further extension to March 25, 2024 [174]. - The company is seeking to complete an initial business combination within the Combination Period to avoid mandatory liquidation [184]. - The Company has a deadline to complete its initial business combination by December 26, 2023, or March 25, 2024, if extended without shareholder approval [204]. - If the initial business combination is not completed within the specified timeframe, the Company may be required to liquidate [204]. Regulatory Considerations - The review process by CFIUS or other U.S. government entities could be lengthy, impacting the completion of the business combination [204]. - The Company has limited time to finalize its initial business combination due to potential government review delays [204]. - If the business combination is ultimately prohibited by CFIUS or another U.S. government entity, it may lead to liquidation [204]. Internal Controls - A material weakness in internal controls over financial reporting was identified, which could result in misstatements of financial statements [202]. Capital Raising - The company completed a private placement of 1,030,000 units at $10.00 per unit, generating total gross proceeds of $10.3 million [172]. - The company has been operating as a blank check company for approximately 29 months since its initial public offering on March 23, 2021 [200].

Financial Performance - The company reported a net loss of approximately $657,000 for the six months ended June 30, 2023, primarily due to $2.5 million in operational losses and a noncash loss of $1.5 million from changes in fair value of derivative warrant liabilities [192]. - For the same period in 2022, the company had a net income of approximately $7.2 million, mainly from a noncash gain of $7.4 million related to derivative warrant liabilities and $455,000 from investments held in the Trust Account [193]. - For the three months ended June 30, 2023, the company reported a net loss of approximately $1.8 million, primarily due to $1.9 million in operational losses and a noncash loss of approximately $334,000 from changes in fair value of derivative warrant liabilities [218]. - For the three months ended June 30, 2022, the company had a net income of approximately $1.9 million, primarily from a noncash gain of approximately $1.8 million [219]. Trust Account and Financing - As of March 16, 2023, shareholders approved an extension for the company to complete its initial business combination until September 25, 2023, with approximately $24.1 million remaining in the Trust Account after redemptions [183]. - The company has placed $323.7 million in a trust account, invested in U.S. government securities, until the completion of a business combination [181]. - The underwriters waived their entitlement to a deferred fee of $11,329,238, which was contingent upon completing a business combination with Airship AI [195]. - The company entered into non-redemption agreements with shareholders, committing to hold or acquire $7 million of Class A ordinary shares in connection with the merger [213]. Merger and Shareholder Agreements - The company entered into a merger agreement with Airship AI Holdings, Inc. on June 27, 2023, which includes a support agreement with the Sponsor [215][216]. - The Sponsor agreed to forfeit 1,000,000 Class A ordinary shares and contribute 2,600,000 shares to secure financing related to the merger [216]. Operational Status and Compliance - The company has not engaged in any operations or generated revenues to date, with expected increased expenses due to public company compliance [191]. - The company expects to incur increased expenses related to legal, financial reporting, and auditing compliance as a public entity [191]. - As of June 30, 2023, the company had cash of $213,892, raising substantial doubt about its ability to continue as a going concern [221][222]. - The company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to Sagara Group, LLC for office space and administrative services [223]. - As of June 30, 2023, there were 2,363,217 Class A ordinary shares subject to possible redemption, classified as temporary equity [226]. Accounting and Internal Controls - The company adopted ASU 2016-13 on January 1, 2023, which did not impact its financial statements [228]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [230]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended June 30, 2023 [234].

Financial Performance - As of March 31, 2023, the company reported a net income of $1,163,141, primarily from interest earned on investments held in the trust account[158]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination[157]. - The company recognized a noncash loss of $1,168,894 due to changes in the fair value of derivative warrant liabilities for the three months ended March 31, 2023[158]. IPO and Trust Account - The company raised gross proceeds of $300.0 million from its Initial Public Offering (IPO) by issuing 30,000,000 units at $10.00 per unit, with offering costs of approximately $17.2 million[150]. - Following the IPO, the company placed $323.7 million in a trust account, invested in U.S. government securities, until the completion of a business combination or distribution to shareholders[152]. - The company extended the deadline for completing a business combination from March 23, 2023, to September 25, 2023, with approximately $24.1 million remaining in the trust account after shareholder redemptions[153]. - As of March 31, 2023, the company had cash of $568,236, indicating limited liquidity until the consummation of the IPO[179]. Business Combination - The company entered into a non-binding letter of intent for a business combination with Airship AI, valuing the transaction at an enterprise value of $290 million[155]. Internal Controls and Reporting - The company has identified a material weakness in its internal control over financial reporting, which could lead to misstatements in financial statements[175]. - The company acknowledges that its disclosure controls and procedures may not prevent all errors or instances of fraud, providing only reasonable assurance of their effectiveness[193]. - Management is committed to improving internal control over financial reporting and has allocated substantial resources for remediation efforts[194]. - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for up to five years[184]. Administrative Expenses - The company incurred $30,000 in administrative expenses related to services provided by its sponsor during the three months ended March 31, 2023[177]. - As of March 31, 2023, the company did not have any off-balance sheet arrangements or contractual obligations[182].

Financial Performance - For the period from January 8, 2021, through December 31, 2021, the company reported a net income of approximately $5.0 million, primarily due to a noncash gain of approximately $6.9 million from changes in fair value of derivative warrant liabilities [447]. - For the year ended December 31, 2022, the company achieved a net income of approximately $10.6 million, which included a noncash gain of approximately $7.5 million from changes in fair value of derivative warrant liabilities and $4.5 million from investments held in the Trust Account [475]. - The company incurred approximately $1.4 million in general and administrative expenses for the year ended December 31, 2022, including $120,000 to related parties [475]. Cash and Liquidity - As of December 31, 2022, the company had cash of $1.1 million, with liquidity prior to the Public Offering sourced from an initial purchase of ordinary shares and loans from the Sponsor [476]. - The company completed its Initial Public Offering on March 23, 2021, raising gross proceeds of $300.0 million from the sale of 30,000,000 units at $10.00 per unit, with offering costs of approximately $17.2 million [444]. - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $11,329,238, which will be payable only upon the completion of a Business Combination [478]. Share Structure - As of December 31, 2022, the company had 32,369,251 Class A ordinary shares subject to possible redemption, classified as temporary equity [452]. - The company has two classes of shares: Class A ordinary shares and Class B ordinary shares, with income and losses shared pro rata between them [481]. - Net income per ordinary share is calculated by dividing net income by the weighted average of ordinary shares outstanding for the respective period [481]. Risk Management - The company has not utilized derivative instruments to hedge exposures to cash flow, market, or foreign currency risks, and evaluates financial instruments to determine their classification [451]. Corporate Governance - The company has established an audit committee to oversee the integrity of financial statements and compliance with legal and regulatory requirements [472]. Shareholder Agreements - The company entered into Non-Redemption Agreements on March 8, 2023, with Non-Redeeming Shareholders, agreeing to pay $0.033 per share in cash per month to incentivize them not to redeem shares [465]. Reporting Requirements - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain financial reporting obligations for five years post-IPO [483].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of approximately $1.5 million, primarily from a noncash gain of approximately $0.3 million and interest income of approximately $1.4 million [141]. - The company had a net income of approximately $8.7 million for the nine months ended September 30, 2022, mainly due to a noncash gain of approximately $7.7 million from changes in fair value of derivative warrant liabilities [143]. - The company incurred approximately $905,000 in general and administrative expenses for the nine months ended September 30, 2022 [143]. Initial Public Offering - The company generated gross proceeds of $300.0 million from its Initial Public Offering (IPO) by offering 30,000,000 units at $10.00 per unit, incurring offering costs of approximately $17.2 million [135]. - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $11,329,238, payable only upon the completion of a Business Combination [151]. Business Operations - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination [140]. - The company is focused on identifying business combination targets in the Israeli technology industry, including sectors like cybersecurity, fintech, and AI [134]. - If the company fails to complete a Business Combination by March 23, 2023, it will redeem 100% of the outstanding Public Shares at a cash price equal to the amount in the Trust Account [139]. Liquidity and Financial Obligations - As of September 30, 2022, the company had cash of $1.2 million, with liquidity needs previously satisfied through a loan of approximately $149,000 from the Sponsor [145][146]. - The company has a contractual obligation to pay the Sponsor a monthly fee of $10,000 for office space and administrative services [150].

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of approximately $1.9 million, primarily due to a noncash gain of approximately $1.8 million from changes in fair value of derivative warrant liabilities[135] - The company had a net income of approximately $7.2 million for the six months ended June 30, 2022, mainly from a noncash gain of approximately $7.4 million related to derivative warrant liabilities[137] - The company incurred approximately $637,000 in general and administrative expenses for the six months ended June 30, 2022[137] Initial Public Offering (IPO) - The company generated gross proceeds of $300.0 million from its Initial Public Offering (IPO) by offering 30,000,000 units at $10.00 per unit, incurring offering costs of approximately $17.2 million[129] - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $11,329,238, payable only if a Business Combination is completed[145] Liquidity and Financial Position - As of June 30, 2022, the company had cash of $1.3 million, with liquidity needs previously satisfied through a loan of approximately $149,000 from the Sponsor[140] - The company has no long-term debt or significant contractual obligations other than a monthly fee of $10,000 to the Sponsor for administrative services[144] Business Operations - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination[134] - If the company fails to complete a Business Combination by March 23, 2023, it will redeem 100% of the outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account[133] Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[150]