8-K
filed December 28, 2023, 6:59 PM ET
ticker AISP
CIK 0001842566
M&A
confidence high
sentiment neutral
materiality 0.85
Airship AI Holdings, Inc. (AISP): M&A transaction — Airship AI closes SPAC merger with BYTE; begins trading on Nasdaq as AISP
Airship AI Holdings, Inc.
- Merger consideration of $225M in stock at $10.00/share; up to 5M earnout shares contingent on revenue and stock price milestones.
- 1,068,187 BYTS shares redeemed for ~$11.5M (~$10.81/share); post-merger: 27.3M common shares and 19.4M warrants outstanding.
- Sponsor forfeited 1M shares; 150,000 plan shares issued to bankruptcy claim holders as full settlement.
- Shares and warrants began trading on Nasdaq on Dec 22, 2023 under symbols AISP and AISPW.
- Lock-up: 180 days for most shares; additional 12-month lock-up for shares issued upon first operating milestone.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Airship AI Holdings, Inc.: Adoption of a new Code of Ethics applicable to employees, officers, and directors (effective 2023-12-21).
- Change
- code of ethics
- Effective
- 2023-12-21
Exact text from the filing
In connection with the Business Combination, on December 21, 2023, the Board approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Airship AI Holdings, Inc.: Adoption of new bylaws in connection with the Business Combination (effective 2023-12-20).
- Change
- bylaw amendment
- Effective
- 2023-12-20
Exact text from the filing
On December 20, 2023, in connection with the Domestication, the Company filed the Charter with the Secretary of State of the State of Delaware and adopted the Bylaws, in the form approved by BYTS shareholders at the Extraordinary General Meeting.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Airship AI Holdings, Inc.: Change in shell company status as BYTS ceased being a shell company upon consummation of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, BYTS ceased being a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Airship AI Holdings, Inc.: Approval and filing of amended certificate of incorporation changing name from BYTE Acquisition Corp. to Airship AI Holdings, Inc. and altering capital stock structure (effective 2023-12-20).
- Change
- charter amendment
- Effective
- 2023-12-20
Exact text from the filing
At the Extraordinary General Meeting, BYTS shareholders approved the Company’s certificate of incorporation (the “Charter”) to, among other things, change the corporate name from “BYTE Acquisition Corp.” to “Airship AI Holdings, Inc.”, change the total number of shares of the Company’s capital stock from (a) 200,000,000 BYTS Class A Ordinary Shares, 20,000,000 BYTS Class A Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of BYTS to (b) 200,000,000 shares of Airship Pubco Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share, of Airship Pubco and authorize all other changes in connection with the replacement of BYTS’s Cayman constitutional documents with the Charter and the Company’s bylaws (the “Bylaws”) in connection with the consummation of the Business Combination.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Airship AI Holdings, Inc. underwent a change of control involving Airship AI, Inc. for $225.0 million in the form of shares of Airship Pubco Common Stock (closed 2023-12-21).
- Action
- change of control
- Counterparty
- Airship AI, Inc.
- Consideration
- $225.0 million in the form of shares of Airship Pubco Common Stock
- Closing
- 2023-12-21
Exact text from the filing
At the Closing, pursuant to the terms of the Merger Agreement, the total consideration paid at the Closing (the “Merger Consideration”) by BYTS to Airship AI securityholders was $225.0 million in the form of shares of Airship Pubco Common Stock” (at a deemed value of $10.00 per share). In addition, the Airship AI securityholders that hold shares of common stock of
View on SEC.gov
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