S-1/A: Airship AI Holdings Files Amendment No. 3 to Form S-1 Registration Statement

Sentiment:

Registration Statement Amendment 30 April 2024 4:16 PM

📋All filings for Airship Ai Holdings, INC

Airship AI Holdings files an amendment to its registration statement for the resale of common stock and warrants by selling securityholders.

Capital raiseAirship AI may receive up to an aggregate of approximately $186,123,038 from the exercise of the outstanding Public Warrants (each of which is generally exercisable for $11.50 per share), and approximately $4,761,127 from the exercise of the outstanding Converted Warrants (each of which is generally exercisable for $1.77 per share), assuming the exercise in full of all such warrants for cash.There is no assurance that the holders of such warrants will elect to exercise any or all of their warrants.To the extent that Public Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the Public Warrants will decrease, potentially to zero.

Worse than expectedThe exercise price of the Public Warrants is higher than the current market price of our Common Stock and accordingly, Public Warrant holders may not be able to exercise their Public Warrants at this time.Sales of common stock under this registration statement could result in a significant decline in the market price of Airship AI's securities.

Summary

Airship AI Holdings, Inc. has filed Amendment No. 3 to its Form S-1 registration statement.
The filing concerns the resale of up to 12,712,774 shares of common stock by selling securityholders.
It also includes 16,184,612 shares of common stock underlying public warrants, 2,689,902 shares of common stock underlying converted warrants and 1,758,105 shares of common stock underlying converted options.
Additionally, 931,794 shares of common stock issuable upon the conversion of an amended and restated senior secured convertible promissory note issued to Platinum Capital Partners Inc. are included.
The selling securityholders may offer these securities publicly or through private transactions.
Airship AI will not receive any proceeds from the sale of these shares, except from the exercise of public and converted warrants.
As of April 24, 2024, the last reported sales price of Airship AI's common stock was $7.18 per share.
The exercise price of the public warrants is $11.50 per share, while the exercise price of the converted warrants is $1.77 per share.
The exercise price of the Public Warrants is higher than the current market price of our Common Stock and accordingly, Public Warrant holders may not be able to exercise their Public Warrants at this time.
Sales of common stock under this registration statement could result in a significant decline in the market price of Airship AI's securities.

Sentiment

Score: 4

Explanation: The document primarily focuses on registering shares for resale, which introduces potential market risks and dilution. The high percentage of shares being registered for resale and the fact that some were purchased at prices below the current market price contribute to a negative sentiment.

Negatives

Sales of common stock under this registration statement could result in a significant decline in the market price of Airship AI's securities.
The exercise price of the Public Warrants is higher than the current market price of our Common Stock and accordingly, Public Warrant holders may not be able to exercise their Public Warrants at this time.

Risks

Sales of common stock under this registration statement could result in a significant decline in the market price of Airship AI's securities.
The exercise price of the Public Warrants is higher than the current market price of our Common Stock and accordingly, Public Warrant holders may not be able to exercise their Public Warrants at this time.
Cash proceeds associated with the exercises of the Public Warrants and the Converted Warrants are dependent on our stock price and given the recent price volatility of our Common Stock and relative lack of liquidity in our stock, we may not receive any cash proceeds in relation to such outstanding warrants.

Future Outlook

The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices.

Stakeholder Impact

Sales of common stock under this registration statement could result in a significant decline in the market price of Airship AI's securities.

Key Dates

Date	Description
March 18, 2021	Date of Warrant Agreement between BYTE Acquisition Corp. and Continental Stock Transfer & Trust Company.
June 27, 2023	Date of the Merger Agreement among BYTE Acquisition Corp., BYTE Merger Sub, Inc., and Airship AI Holdings, Inc.
September 22, 2023	Date of the First Amendment to the Merger Agreement.
December 21, 2023	Closing date of the Merger.
February 2, 2024	Date of Amended and Restated Common Stock Purchase Warrant issued by Airship AI Holdings, Inc. to Platinum Capital Partners Inc.
April 24, 2024	Last reported sales price of Airship AI's common stock was $7.18 per share.
April 30, 2024	Date of Amendment No. 3 to Form S-1 Registration Statement.

Keywords

common stock, warrants, resale, registration statement, Airship AI, securities, selling securityholders

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