INTRODUCTORY NOTES
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our,” and “the Company” are to Airship AI Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries, including Airship AI, Inc., a Washington corporation. In addition, in this annual report:
| • | “Airship AI” refers to Airship AI, Inc. (formerly known as Airship AI Holdings, Inc.), a Washington corporation. |
| • | “Board” refers to the board of directors of the Company. |
| • | “Business Combination” refers to the transactions contemplated by the Merger Agreement, including the Domestication and the Merger, which closed on December 21, 2023. |
| • | “BYTS” refers to BYTE Acquisition Corp., a Cayman Islands exempted company, prior to the Business Combination and its domestication as a Delaware corporation. |
| • | “Charter” refers to the Certificate of Incorporation of the Company, as amended, which took effect upon the Closing. |
| • | “Closing” refers to the closing of the Business Combination. |
| • | “Closing Date” refers to December 21, 2023, the date on which the Business Combination is consummated. |
| • | “Code” refers to the Internal Revenue Code of 1986, as amended. |
| • | “Common Stock” refers to our common stock, par value $0.0001. |
| • | “Domestication” refers the domestication of BYTS as a Delaware corporation, in which BYTS de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation. Following the Domestication, BYTS was renamed “Airship AI Holdings, Inc.” |
| • | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
| • | “IPO” refers to the initial public offering of 30,000,000 units of BYTS consummated on March 23, 2021, including the 2,369,251 units after the partial exercise of the over-allotment option on April 7, 2021. |
| • | “Merger” means the statutory merger of Merger Sub with and into Airship AI pursuant to the terms of the Merger Agreement, with Airship AI continuing as the surviving entity and a wholly-owned subsidiary of the Company and changing its name to “Airship AI, Inc.” |
| • | “Merger Agreement” refers to that certain Merger Agreement, dated as of June 27, 2023 and amended as of September 22, 2023, by and among BYTS, BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI. |
| • | “Private Warrants” refers to the warrants included as part of the private units which were issued in a private placement in connection with the IPO, with each whole warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. |
| • | “Securities Act” refers to the Securities Act of 1933, as amended. |
| • | “Sponsor” refers to Byte Holdings LP, a Cayman Islands exempted limited partnership and the sponsor of BYTS. |
| • | “US Dollars,” “$” and “USD$” refer to the legal currency of the United States. |
| • | “U.S. GAAP” refers to accounting principles generally accepted in the United States. |
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| · | our goals and strategies; |
| · | our future business development, financial condition and results of operations; |
| · | expected changes in our revenue, costs or expenditures; |
| · | growth of and competition trends in our industry; |
| · | our expectations regarding demand for, and market acceptance of, our products; |
| · | our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate; |
| · | fluctuations in general economic and business conditions in the markets in which we operate; and |
| · | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
Trademarks, Trade Names and Service Marks
We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this report are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this report are listed without the® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. This report may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this Annual Report are the property of their respective owners.
