4/A: Airship AI COO Corrects Stock Ownership Filing
Amendment to Statement of Beneficial Ownership
Derek Xu, Chief Operating Officer of Airship AI Holdings, Inc., filed an amendment to correct his indirect common stock holdings.
Summary
- This is Amendment No. 1 to the original Form 4, filed to correctly reflect the indirect common stock holding in Table I.
- Derek Xu serves as a Director, 10% Owner, and Chief Operating Officer of Airship AI Holdings, Inc. (AISP).
- Directly owns 74,719 shares of Common Stock.
- Indirectly owns 7,211,493 shares of Common Stock through Airship Redmond Family Limited Partnership.
- Holds 1,344,951 warrants to purchase Common Stock at an exercise price of $1.77, expiring on May 8, 2027.
- Possesses 1,406,484 indirect Earnout Rights and 224,158 direct Earnout Rights, which are contingent on specific operating performance and share price milestones as per the Merger Agreement.
- Holds 100,000 direct options with an exercise price of $2.86, vesting quarterly over 4 years and expiring on August 16, 2034.
- Holds an additional 50,000 direct options with an exercise price of $4.25, vesting quarterly over 4 years and expiring on September 3, 2035.
Sentiment
Score: 5
Explanation: Neutral, as the filing is a factual correction of beneficial ownership, not indicative of positive or negative company performance or strategic shifts.
Positives
- The amendment provides increased transparency and accuracy regarding a key executive's beneficial ownership, which can enhance investor confidence.
Negatives
- An initial error in the original Form 4 necessitated this amendment, indicating a potential administrative oversight.
Risks
- The realization of Earnout Rights is contingent on future operating performance and share price milestones, introducing uncertainty regarding their ultimate value and payout.
Future Outlook
Earnout Rights are contingent on the occurrence of specific operating performance and share price performance milestones during applicable earnout periods. Stock options vest quarterly over four years.
Industry Context
This filing is specific to an individual's beneficial ownership and does not provide broader industry context or trends.
Related Party Transactions
- Derek Xu, as the managing partner of Airship Redmond Family Limited Partnership, has voting and dispositive power over the securities held by the partnership. Mr. Xu disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Stakeholder Impact
- Shareholders: Provides clearer and more accurate information regarding the beneficial ownership of a key executive, enhancing transparency.
Next Steps
- Achievement of operating performance and share price milestones for Earnout Rights to be realized.
- Continued quarterly vesting of stock options over their respective four-year periods.
Key Dates
| Date | Description |
|---|---|
| 06/27/2023 | Date of the original Merger Agreement. |
| 09/22/2023 | Date of the amendment to the Merger Agreement. |
| 12/21/2023 | Date shares of common stock and warrants were received pursuant to the Merger Agreement. |
| 09/03/2025 | Date of the earliest transaction reported (acquisition of 50,000 options). |
| 09/04/2025 | Date the original Form 4 was filed. |
| 10/06/2025 | Date of this Amendment No. 1 filing. |
| 05/08/2027 | Expiration date for 1,344,951 warrants. |
| 08/16/2034 | Expiration date for 100,000 stock options. |
| 09/03/2035 | Expiration date for 50,000 stock options. |
Keywords
Airship AI Holdings, AISP, Derek Xu, Form 4/A, Beneficial Ownership, Common Stock, Warrants, Earnout Rights, Stock Options, SEC Filing
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