Financial Performance - Second quarter 2024 net revenues reached $6.4 million, with a gross profit of $4.5 million and a gross margin of 70%[2] - Operating income for the second quarter was $1.0 million, indicating progress towards achieving cash flow positivity for the full year[2] - First half 2024 combined net revenue totaled $17.0 million, representing 128% of the company's total revenue for the full year 2023[1] - Total net revenues for the three months ended June 30, 2024, reached $6,401,031, a significant increase from $2,770,018 in the same period of 2023, representing a growth of approximately 131%[19] - Gross profit for the six months ended June 30, 2024, was $7,134,334, compared to $2,477,616 for the same period in 2023, indicating a year-over-year increase of about 187%[19] - Operating income for the three months ended June 30, 2024, was $976,316, a turnaround from an operating loss of $3,084,512 in the same period of 2023[19] - The company reported a net income of $18,461,995 for the three months ended June 30, 2024, compared to a net loss of $3,103,279 in the same period of 2023[19] Revenue Growth and Pipeline - The total validated pipeline increased to approximately $150 million, including $30 million in new opportunities from a successful pilot for a federal agency[4] - The company anticipates triple-digit revenue growth and positive cash flow for calendar year 2024, supported by a strong pipeline and improving gross profit margins[6] Expenses and Liabilities - Total liabilities increased to $33,271,809 as of June 30, 2024, up from $23,575,140 at the end of 2023, reflecting a rise of approximately 41%[17] - Cash and cash equivalents decreased to $226,750 as of June 30, 2024, from $3,124,413 at the end of 2023, indicating a decline of about 93%[17] - Research and development expenses for the six months ended June 30, 2024, were $1,398,137, slightly higher than $1,339,283 for the same period in 2023[19] - Selling, general, and administrative expenses decreased to $6,162,414 for the six months ended June 30, 2024, down from $5,925,016 in the same period of 2023[19] - The company’s total stockholders' deficit increased to $(27,966,537) as of June 30, 2024, compared to $(17,487,227) at the end of 2023[17] Cash Flow and Financing Activities - Net cash used in operating activities amounted to $(4,146,868) with a decrease of $(737,102) compared to the previous period[21] - Net cash provided by financing activities was $1,240,221, a decrease of $1,419,821 from the previous period[21] - Cash and cash equivalents at the end of the period totaled $226,750, down from $3,124,413 at the beginning of the period[21] - The company recognized a loss from the change in fair value of warrant liability amounting to $5,304,744[21] - The company reported a loss from the change in fair value of earnout liability of $6,607,923[21] - The issuance of common stock for debt conversion was $835,610[21] - The company had a tax payment of $2,410 during the period[21] - The proceeds from convertible promissory notes were $1,984,582[21] - Advances from founders, net, were $800,000, a decrease from $1,100,000 in the previous period[21] - The effect from exchange rate on cash was $8,984[21] Product Development and Partnerships - A new Outpost AI Edge Appliance was announced, featuring an integrated 5G modem for secure data transmission and analytics[5] - Airship AI has onboarded over 25 new law enforcement agencies for its Acropolis software ecosystem, with several in the acquisition or testing phase[5] - The company entered a partnership with T-Mobile U.S. to enhance secure data transmission capabilities for its Outpost AI platform[5] Backlog and Contracts - Backlog as of June 30, 2024, was approximately $2.0 million, expected to be invoiced in the latter half of 2024[3] - The company completed delivery of contracts worth $10.9 million for advanced integrated solutions supporting real-time intelligence operations along U.S. borders[4]

Financial Performance - Net revenues for the three months ended June 30, 2024, increased by $3,631,000 to $6,401,000 compared to $2,770,000 for the same period in 2023, driven by increased product sales [139]. - Gross profit for the three months ended June 30, 2024, increased by 169.3% to $4,506,000 compared to $1,673,000 for the same period in 2023 [139]. - Operating income for the three months ended June 30, 2024, was $976,000, a significant improvement from a loss of $3,084,000 in the same period in 2023, representing a variance of 131.6% [139]. - The company reported a net income of $18,462,000 for the three months ended June 30, 2024, compared to a net loss of $3,103,000 for the same period in 2023, reflecting a variance of 695.0% [139]. - Net revenues for the six months ended June 30, 2024 increased by $11,267,000 to $16,976,000, a 197.4% increase compared to $5,709,000 for the same period in 2023 [143]. - Gross profit for the six months ended June 30, 2024 was $7,134,000, up 187.9% from $2,478,000 in 2023 [144]. - Other income for the three months ended June 30, 2024 was $17,486,000, a significant increase from other expense of $19,000 in 2023 [141]. Expenses - Research and development expenses for the three months ended June 30, 2024, increased by $38,000 to $703,000 compared to $665,000 for the same period in 2023 [140]. - Research and development expenses for the six months ended June 30, 2024 increased by $59,000 to $1,398,000 compared to $1,339,000 in 2023 [144]. - Selling, general and administrative expenses for the six months ended June 30, 2024 increased by $237,000 to $6,162,000 compared to $5,925,000 in 2023 [144]. Liabilities and Cash Position - Total liabilities measured at fair value as of June 30, 2024, amounted to $20,389,999, compared to $8,626,779 as of December 31, 2023 [130]. - Net cash used in operating activities for the six months ended June 30, 2024 was $4,147,000, primarily due to a net loss of $13,502,000 [151]. - As of June 30, 2024, the company had cash of approximately $227,000 and accounts receivable of approximately $3,440,000 [150]. - The accumulated deficit as of June 30, 2024 was $30,979,000, with a working capital deficit of approximately $6,712,000 [150]. Business Developments - The merger with BYTS closed on December 21, 2023, with Airship AI Holdings, Inc. becoming the accounting acquiror under the ticker symbol "AISP" [128]. - The company has begun selling AI-based solutions since late 2022, focusing on transitioning data management and analysis workloads to the edge [134]. - The company plans to modify and develop more advanced performance indicators as it grows and increases its product offerings and customer base [132]. Lease Agreements - The company entered into a lease for 15,567 square feet of office and warehouse space in Redmond, WA, starting October 1, 2023, with a monthly payment of $25,000, expiring on October 31, 2027, and a 3% increase in payment each year thereafter [157]. - A lease extension was made for 3,621 square feet in Moorestown, North Carolina, with a net monthly payment of $6,488, expiring on August 29, 2024 [157]. Accounting Policies - The company does not have any off-balance sheet arrangements that could materially affect its financial condition, revenue, or expenses [158]. - The consolidated financial statements are prepared in accordance with U.S. GAAP, requiring estimates and assumptions that may differ from actual results due to economic uncertainties [159]. - Significant accounting policies have not materially changed from those discussed in the Annual Report for the year ended December 31, 2023 [160].

As filed with the U.S. Securities and Exchange Commission on August 7, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) Mitchell S. Nussbaum, Esq. David J. Levine, Esq. L ...

As filed with the U.S. Securities and Exchange Commission on July 8, 2024. Registration No. 333-280418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

As filed with the U.S. Securities and Exchange Commission on July 8, 2024. Registration No. 333-280418 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

As filed with the U.S. Securities and Exchange Commission on June 21, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 8210 154th Ave NE Redmond, WA 98052 Tel: (877) 462-4250 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Num ...

Financial Performance - First Quarter 2024 net revenues reached $10.6 million, representing 84.5% of the Company's full year revenue in 2023[10] - Gross profits for Q1 2024 were $2.6 million, with a gross margin percentage of 25%[11] - The Company reported an operating loss of $1.4 million for Q1 2024, attributed to increased insurance costs and professional fees related to the merger and Nasdaq listing[11] - For Q1 2024, Airship AI reported a net loss of $31,964,469, compared to a net loss of $1,712,176 in Q1 2023, indicating a significant increase in losses year-over-year[32] - The company achieved gross profit of $2,628,127 in Q1 2024, up from $804,279 in Q1 2023, reflecting a gross profit margin improvement[32] - Operating loss for Q1 2024 was $1,402,533, an improvement from an operating loss of $1,702,171 in Q1 2023, despite higher operating expenses[32] - Airship AI's total operating expenses increased to $4,030,660 in Q1 2024 from $2,506,450 in Q1 2023, driven by higher selling, general, and administrative expenses[32] Contracts and Opportunities - Backlog stood at approximately $3.4 million, with a validated pipeline of around $120 million for AI-driven edge, video, and sensor data management solutions[12] - The Company was awarded a $2.35 million contract by the DOJ for the Outpost AI appliance, enhancing public safety and investigative capabilities[12] - Airship AI aims for triple-digit revenue growth and positive cash flow objectives in 2024, supported by strong orders from DHS and DOJ[13] - The company expects triple-digit revenue growth for the full year 2024, supported by ongoing contract momentum and a robust pipeline of opportunities[26] - Airship AI has secured contracts with U.S. and foreign governments for its AI-driven solutions, highlighting strong demand in the homeland security and law enforcement sectors[26] - Airship AI has been awarded a contract by a Singapore government agency, indicating expansion opportunities in the Asia-Pacific region[27] Cash and Liabilities - Cash and cash equivalents were $1.7 million as of March 31, 2024, down from $3.1 million at the end of 2023[20] - Total liabilities increased to approximately $52.7 million as of March 31, 2024, compared to $23.6 million at the end of 2023[20] - Cash and cash equivalents at the end of Q1 2024 were $1,725,817, down from $3,124,413 at the beginning of the period, reflecting a net decrease of $1,401,835[33] Research and Development - Research and development expenses for Q1 2024 were $695,366, slightly up from $674,080 in Q1 2023, indicating continued investment in innovation[32] Events and Engagements - The Company hosted a customer technology week in April 2024, attracting over 65 attendees from DOJ and DHS, leading to new opportunities[4] - The Company plans to release new Outpost AI product offerings and expand custom trained AI models for edge analytic workflows[13] - The company anticipates increased activity around pilot programs initiated in 2023, following the approval of the 2024 federal budget[28]

Financial Performance - Net revenues for Q1 2024 increased by $7,636,000 to $10,575,000 compared to $2,939,000 in Q1 2023, driven by increased product sales and over $13 million in purchase orders from federal government customers [283]. - Selling, general and administrative expenses rose by $1,503,000 to $3,335,000 in Q1 2024, up from $1,832,000 in Q1 2023, primarily due to increased insurance costs, professional fees related to the merger, and other operating expenses [284]. - The company reported a loss from changes in fair value of warrant liability amounting to $6,847,000 and an earnout liability loss of $21,485,000 for the three months ended March 31, 2024 [285]. Liquidity and Financial Position - The company has a liquidity position that allows it to operate for at least the next twelve months, supported by existing assets, liabilities, and a backlog of orders totaling over $13 million [286]. - As of March 31, 2024, the company had an earnout liability of $26,618,278 and senior secured convertible promissory notes totaling $4,204,743 [279]. - The company has 515,000 private placement warrants and 16,159,112 public warrants outstanding, all exercisable at $11.50 per share [280]. Strategic Focus and Operations - The company is focused on expanding its edge AI-based solutions, with a strategy aimed at transitioning data management to the edge, enhancing efficiency and cost savings for customers [291]. - The company began selling AI-based solutions in late 2022, with a focus on training new models for real-time data extraction at the edge [291]. - The company’s operational strategy includes measuring progress through the sales of edge AI hardware devices and the growth of its analytic capabilities [291]. Lease and Office Operations - The company’s lease for its Moorestown, North Carolina office was extended, with a new monthly payment of $6,488 effective February 29, 2024 [290].

As filed with the U.S. Securities and Exchange Commission on April 30, 2024. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Victor ...

As filed with the U.S. Securities and Exchange Commission on April 10, 2024. Registration No. 333-276932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Airship AI Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7372 93-4974766 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identif ...