空中飞船人工智能控股有限公司美股招股说明书(2025-11-19版)

PROSPECTUS AIRSHIP AI HOLDINGS, INC. 2,702,702 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 2,702,702 shares of common stock, par value $0.0001 pershare, of Airship AI Holdings, Inc. (the “Company”) by the selling stockholder identified in this prospectus under “SellingStockholder” (the “Selling Stockholder”) to be issued upon the exercise of common stock purchase warrants (the “Warrants”) pursuantto an inducement offer letter agreement the Company entered into with the Selling Stockholder on October 8, 2025 (the “InducementLetter”). The Warrants have an exercise price of $6.20 per share, are exercisable upon issuance, and will expire five and one-half yearsfollowing the date of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to Our common stock is listed on The Nasdaq Global Market under the symbol “AISP.” On October 24, 2025, the last reportedsales price of our common stock was $5.09 per share. Investing in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated byreference from our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus isNovember 16, 2025. TABLE OF CONTENTS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”). You should read this prospectus and the information and documents incorporated by reference carefully.Such documents contain important information you should consider when making your investment decision. See “Where You Can This prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Anystatement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that astatement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed toconstitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of thisprospectus. You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorizedanyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buyany securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement do notconstitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the The Selling Stockholder is offering the shares of common stock only in jurisdictions where such offer is permitted. Thedistribution of this prospectus and the sale of the shares of common stock in certain jurisdictions may be restricted by law. Personsoutside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictionsrelating to, the distribution of this prospectus and the sale of the shares of common stock outside the United States. This prospectusdoes not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the shares of common When we refer to the “Company,” “we,” “our,” “us” or similar terms, we mean Airship AI Holdings, Inc., a Delawarecorporation, and its subsidiaries, including Airship AI, Inc., a Washington corporation (“Airship AI”), unless otherwise specified. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws.Forward-looking statements include, but are not limited to, statements regarding the Company or its management team’s expectations,hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or othercharacterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words“anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “es