0001213900-23-098205.txt : 20231222 0001213900-23-098205.hdr.sgml : 20231222 20231222161521 ACCESSION NUMBER: 0001213900-23-098205 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231220 FILED AS OF DATE: 20231222 DATE AS OF CHANGE: 20231222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Komissarov Vadim CENTRAL INDEX KEY: 0001739771 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40222 FILM NUMBER: 231509966 MAIL ADDRESS: STREET 1: 77 WATER STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rozengarten Kobi CENTRAL INDEX KEY: 0001849258 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40222 FILM NUMBER: 231509965 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Byte Holdings GP Corp. CENTRAL INDEX KEY: 0001850399 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40222 FILM NUMBER: 231509967 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (917) 969-9250 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Byte Holdings LP CENTRAL INDEX KEY: 0001849379 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40222 FILM NUMBER: 231509968 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (917) 969-9250 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Airship AI Holdings, Inc. CENTRAL INDEX KEY: 0001842566 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8210 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: (877) 462-4250 MAIL ADDRESS: STREET 1: 8210 154TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: BYTE Acquisition Corp. DATE OF NAME CHANGE: 20210128 FORMER COMPANY: FORMER CONFORMED NAME: Byte Acquisition Corp. DATE OF NAME CHANGE: 20210126 4 1 ownership.xml X0508 4 2023-12-20 1 0001842566 Airship AI Holdings, Inc. AISP 0001849379 Byte Holdings LP 445 PARK AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 1 Director by Deputization 0001850399 Byte Holdings GP Corp. 445 PARK AVENUE 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001739771 Komissarov Vadim 77 WATER STREET, 8TH FLOOR NEW YORK NY 10005 1 0 1 0 0001849258 Rozengarten Kobi 445 PARK AVENUE 9TH FLOOR NEW YORK NY 10022 1 1 1 0 Executive Chairman 0 Common Stock, par value $0.0001 per share 2023-12-20 4 C 0 1030000 A 9692868 D Common Stock, par value $0.0001 per share 2023-12-20 4 J 0 8542868 0.00 D 1150000 D Common Stock, par value $0.0001 per share 2023-12-21 4 J 0 150000 0.00 D 1000000 D Common Stock, par value $0.0001 per share 2023-12-21 4 J 0 1000000 0.00 D 0 D Units 2023-12-20 4 C 0 1030000 0.00 D See footnote 0 D Warrants 2023-12-20 4 C 0 515000 A Common Stock 515000 515000 D Warrants 2023-12-20 4 J 0 515000 D Common Stock 515000 0 D Class B Ordinary Shares 2023-12-20 4 J 0 1 0.00 D Class A Ordinary Shares 1 0 D This form is being filed by the following reporting persons: Byte Holdings LP (the "Sponsor") and each of Byte Holdings GP Corp., Vadim Komissarov and Kobi Rozengarten (and together with the Sponsor, the "Reporting Persons"). The securities are held directly by the Sponsor. Byte Holdings GP Corp. is the general partner of the Sponsor, and Kobi Rozengarten and Vadim Komissarov are the sole directors of Byte Holdings GP Corp. and share voting and investment discretion with respect to the securities held of record by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Prior to the events reported herein, the Sponsor owned 1,030,000 units of BYTE Acquisition Corp. ("BYTE"), with each unit consisting of one Class A ordinary share, par value $0.0001 per share ("Class A Shares"), and one-half of one warrant to purchase Class A Shares beginning 30 days after the completion of the Company's initial business combination. On December 20, 2023, the Sponsor elected to separate 1,030,000 units into 1,030,000 Class A Shares and 515,000 warrants. In connection with the consummation of the transactions contemplated by the Merger Agreement, dated as of June 27, 2023, as amended on September 22, 2023 (the "Merger Agreement"), by and among BYTE, BYTE Merger Sub, Inc., and Airship AI Holdings, Inc. ("Airship AI") (the transactions contemplated thereby, the "Business Combination"), on December 20, 2023, BYTE domesticated as a Delaware corporation (the "Domestication") and changed its name to Airship AI Holdings, Inc. ("Airship Pubco"), and on December 21, 2023, Airship AI merged with and into BYTE Merger Sub, Inc. In connection with the Domestication, the Class A Shares held by the Sponsor were automatically converted into shares of common stock, par value $0.0001 per share, of Airship Pubco (the "Common Stock"), on a one-for-one basis. In connection with the Domestication, the warrants to purchase Class A Shares held by the Sponsor were automatically converted into warrants to purchase Common Stock ("Warrants"). Each Warrant is exercisable at an initial exercise price of $11.50 per share, subject to adjustment, commencing 30 days following the closing of the Business Combination, into one share of Common Stock and will expire five years following the closing of the Business Combination. Represents a pro rata distribution to the limited partners of the Sponsor for no consideration. Kobi Rozengarten is a limited partner of the Sponsor and received 309,983 shares of Common Stock distributed by the Sponsor and now owns those shares directly. Vadim Komissarov is a limited partner of the Sponsor and received 320,788 shares of Common Stock distributed by the Sponsor and now owns those shares directly. The Sponsor forfeited 150,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination. The Sponsor forfeited 1,000,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination pursuant to the terms of the Parent Support Agreement, dated as of June 27, 2023, by and among BYTE, the Sponsor, and Airship AI. Represents a pro rata distribution to the limited partners of the Sponsor for no consideration. Vadim Komissarov is a limited partner of the Sponsor and received 5,000 Warrants distributed by the Sponsor and now owns those Warrants directly. Prior to the Domestication, BYTE's Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), were (i) convertible into Class A Shares at the holder's election on a one-for-one basis and (ii) automatically convertible into Class A Shares at the time of the closing of BYTE's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date. As previously disclosed, the Company issued one Class B Share to the Sponsor for no consideration for administrative purposes. Pursuant to the Merger Agreement, on December 20, 2023, the Sponsor surrendered the Class B Share to BYTE for no consideration. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. /s/ Vadim Komissarov for BYTE Holdings LP 2023-12-22 /s/ Vadim Komissarov for BYTE Holdings GP Corp. 2023-12-22 /s/ Vadim Komissarov 2023-12-22 /s/ Kobi Rozengarten 2023-12-22 EX-99.1 2 ea190082ex99-1_airship.htm JOINT FILER INFORMATION

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:	Byte Holdings LP

Address of Joint Filer:	445 Park Avenue, 9th Floor
	New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner, Director by Deputization

Issuer Name and Ticker or Trading Symbol:	Airship AI Holdings, Inc. [AISP]

Date of Event Requiring Statement:
(Month/Day/Year):	12/20/2023

Name of Joint Filer:	Byte Holdings GP Corp.

Address of Joint Filer:	445 Park Avenue, 9th Floor
	New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner

Issuer Name and Ticker or Trading Symbol:	Airship AI Holdings, Inc. [AISP]

Date of Event Requiring Statement:
(Month/Day/Year):	12/20/2023

Name of Joint Filer:	Vadim Komissarov

Address of Joint Filer:	445 Park Avenue, 9th Floor
	New York, NY 10022

Relationship of Joint Filer to Issuer:	Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:	Airship AI Holdings, Inc. [AISP]

Date of Event Requiring Statement:
(Month/Day/Year):	12/20/2023

Name of Joint Filer:	Kobi Rozengarten

Address of Joint Filer:	445 Park Avenue, 9th Floor
	New York, NY 10022

Relationship of Joint Filer to Issuer:	Director, Officer (Executive Chairman), 10% Owner

Issuer Name and Ticker or Trading Symbol:	Airship AI Holdings, Inc. [AISP]

Date of Event Requiring Statement:
(Month/Day/Year):	12/20/2023