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

PROSPECTUS SUPPLEMENT NO. 4(to Prospectus dated May 8, 2024) AIRSHIP AI HOLDINGS, INC. 18,092,575 Shares of Common Stock This prospectus supplement amends and supplements certain information contained in the prospectus datedMay 8, 2024, as supplemented by the prospectus supplement No. 1 dated June 3, 2024, the prospectus supplementNo. 2 dated November 20, 2024 and the prospectus supplement No. 3 dated November 22, 2024 (together, the“Prospectus”), which forms a part of our registration statement on Form S-1, as amended (File No. 333-276932).The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the sellingsecurityholders named in the Prospectus of up to an aggregate of 18,092,575 shares of our common stock, $0.0001par value per share (“Common Stock”). In addition, the Prospectus and this prospectus supplement relate to the issuance by us of up to 16,159,012shares of Common Stock that are issuable upon the exercise of the public warrants contained in the units sold in ourinitial public offering. This prospectus supplement is being filed to update and supplement the information in the Prospectus withthe information contained in (i) our Current Reports on Form 8-K, filed with the Securities and ExchangeCommission (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-K for the fiscal year ended December 31, 2024, filedwith the SEC on February 28, 2025, as amended by Amendment No. 1 to the Form 10-K filed with the SEC onMarch 11, 2025 (the “Annual Report”). Accordingly, we have attached the Current Reports and the Annual Reportto this prospectus supplement. Our Common Stock is listed on The Nasdaq Global Market under the symbol “AISP”. Our public warrantsare listed on The Nasdaq Capital Market under the symbol “AISPW”. On April 2, 2025, the last reported sales priceof our Common Stock was $4.05 per share and the last reported sales price of our public warrants was $1.06 perpublic warrant. This prospectus supplement should be read in conjunction with the Prospectus, including any amendmentsor supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement isqualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent thatthe information in this prospectus supplement updates and supersedes the information contained therein. This prospectus supplement is not complete without, and may not be delivered or utilized except inconnection with, the Prospectus, including any amendments or supplements thereto. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, haveelected to comply with reduced public company reporting requirements. The Prospectus complies with therequirements that apply to an issuer that is an emerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “Risk Factors” section of the Prospectus, and under similarheadings in any amendment or supplements thereto, and in our most recent Annual Report on Form 10-K. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus and thisprospectus supplement. Any representation to the contrary is a criminal offense. 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. (Exact Name of Registrant as Specified in its Charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofthe registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: Name of each exchange onwhich registered Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (17 CFR §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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 5.07 Submission of Matters to a Vote of Security Holders. Airship AI Hol