Airship AI Holdings Inc美股招股说明书(2025-04-08版)

AIRSHIP AI HOLDINGS, INC. 18,092,575Shares of Common Stock This prospectus supplement amends and supplements certain information contained in the prospectus dated May 8, 2024, assupplemented by the prospectus supplement No. 1 dated June 3, 2024, the prospectus supplement No. 2 dated November 20, 2024 andthe prospectus supplement No. 3 dated November 22, 2024 (together, the “Prospectus”), which forms a part of our registrationstatement on Form S-1, as amended (File No. 333-276932). The Prospectus and this prospectus supplement relate to the offer and salefrom time to time by the selling securityholders named in the Prospectus of up to an aggregate of 18,092,575 shares of our commonstock, $0.0001 par value per share (“Common Stock”). In addition, the Prospectus and this prospectus supplement relate to the issuance by us of up to 16,159,012 shares of CommonStock that are issuable upon the exercise of the public warrants contained in the units sold in our initial public offering. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the informationcontained in (i) our Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 16,2024, December 26, 2024, December 31, 2024 and March 7, 2025 (the “Current Reports”) and (ii) our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, as amended by Amendment No. 1 to the Form10-K filed with the SEC on March 11, 2025 (the “Annual Report”). Accordingly, we have attached the Current Reports and the AnnualReport to this prospectus supplement. Our Common Stock is listed on The Nasdaq Global Market under the symbol “AISP”. Our public warrants are listed on TheNasdaq Capital Market under the symbol “AISPW”. On April 2, 2025, the last reported sales price of our Common Stock was $4.05per share and the last reported sales price of our public warrants was $1.06 per public warrant. This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplementsthereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to theProspectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplementupdates and supersedes the information contained therein. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements thereto. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to complywith reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is anemerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” section of the Prospectus, and under similar headings in any amendment orsupplements thereto, and in our most recent Annual Report on Form 10-K. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthesesecurities or passed upon the adequacy or accuracy of the Prospectus and this prospectus supplement. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is April 7, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 December 13, 2024Date of Report (Date of earliest event reported) AIRSHIP AI HOLDINGS, INC. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities ActSoliciting material pursuant to Rule 14a-12 under the Exchange ActPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange ActPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 5.07 Submission of Matters to a Vote of Security Holders. Airship AI Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on December 13, 2024. The res