Airship AI Holdings, Inc 10-Q for FY2026 Q2
Airship AI Holdings, Inc. (AISP)
About this 10-Q
Airship AI Holdings, Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.12M
- up 92.1% from $2.15M a year earlier
- Net loss
- $2.41M
- compared with a net loss of $23.76M a year earlier
- Diluted EPS
- -$0.07
- compared with -$0.75 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
For the transition period from ____________ to _____________
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code) |
_____________________________________________________________________ |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 6, 2026, there were a total of
Airship AI Holdings, Inc.
Quarterly Report on Form 10-Q
Quarterly Period Ended June 30, 2026
TABLE OF CONTENTS
| 2 |
| Table of Contents |
PART I
ITEM 1. FINANCIAL STATEMENTS.
AIRSHIP AI HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 and December 31, 2025
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| June 30, 2026 |
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| December 31, 2025 (1) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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Accounts receivable, net of allowance for credit losses of $ |
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Inventory |
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Prepaid expenses and other |
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Total current assets |
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OTHER ASSETS |
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Other assets |
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Operating lease right of use asset |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable - trade |
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Accrued expenses |
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Current portion of operating lease liability |
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Deferred revenue- current portion |
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Total current liabilities |
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NON-CURRENT LIABILITIES: |
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Operating lease liability, net of current portion |
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Warrant liability |
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Earnout liability |
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Deferred revenue- non-current |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 8) |
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STOCKHOLDERS' DEFICIT: |
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Preferred stock - no par value, |
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Common stock - $ |
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Additional paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total stockholders' deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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(1) | Derived from the audited consolidated balance sheet. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
| Table of Contents |
AIRSHIP AI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
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NET REVENUES: |
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Product |
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Post contract support |
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Other services |
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COST OF NET REVENUES: |
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Cost of sales |
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Post contract support |
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Other services |
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GROSS PROFIT |
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RESEARCH AND DEVELOPMENT EXPENSES |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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TOTAL OPERATING EXPENSES |
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OPERATING LOSS |
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OTHER INCOME (EXPENSE) : |
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(Loss) gain from change in fair value of earnout liability |
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(Loss) gain from change in fair value of warrant liability |
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Interest income, net |
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Total other (expense) income, net |
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(LOSS) BEFORE PROVISION FOR INCOME TAXES |
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Provision for income taxes |
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NET (LOSS) |
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OTHER COMPREHENSIVE (LOSS) |
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Foreign currency (loss), net |
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TOTAL COMPREHENSIVE (LOSS) |
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NET (LOSS) PER SHARE: |
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Basic |
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Diluted |
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Weighted average shares of common stock outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
| Table of Contents |
AIRSHIP AI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
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| Other Comprehensive |
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Balance as of January 1, 2025 |
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Stock-based compensation |
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Issuance of common stock for exercise of warrants |
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Issuance of common stock for stock options exercise |
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Issuance of common stock for earnout shares |
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Foreign currency translation loss |
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Net income |
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Balance as of March 31, 2025 |
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Stock-based compensation |
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Issuance of common stock for exercise of warrants |
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Issuance of common stock for stock options exercise |
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Net loss |
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Balance as of June 30, 2025 |
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Balance as of January 1, 2026 |
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Stock-based compensation |
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Issuance of common stock for exercise of warrants |
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Issuance of common stock for stock options exercise |
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Foreign currency translation loss |
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Net loss |
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Balance as of March 31, 2026 |
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Stock-based compensation |
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Issuance of common stock for stock options exercise |
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Foreign currency translation loss |
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Net loss |
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Balance as of June 30, 2026 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
| Table of Contents |
AIRSHIP AI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2026 and 2025
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net (loss) |
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Adjustments to reconcile net (loss) to net cash provided by |
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(used in) operating activities |
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Stock-based compensation |
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Amortization of operating lease right of use asset |
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Gain from change in fair value of warrant liability |
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Loss (gain) from change in fair value of earnout liability |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventory |
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Prepaid expenses and other |
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Operating lease liability |
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Accounts payable - trade and accrued expenses |
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Deferred revenue |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from warrant exercise, net |
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Repayment of advances from founders |
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Proceeds from stock option exercises |
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
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Effect from exchange rate on cash |
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CASH AND CASH EQUIVALENTS, beginning of period |
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CASH AND CASH EQUIVALENTS, end of period |
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Supplemental disclosures of cash flow information: |
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Interest paid |
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Taxes paid |
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Noncash investing and financing |
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Issuance of common stock for earnout shares |
| $ |
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| $ |
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Recognition of operating right-of-use asset |
| $ |
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| $ |
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Recognition of operating lease liability |
| $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
AIRSHIP AI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Airship AI Holdings, Inc. (the “Company” or “Airship”) is a holding company incorporated in Delaware that executes business through its wholly owned subsidiary, Airship AI, Inc. (“Airship AI”). Prior to the formation of Super Simple AI, Inc. in 2022, the Company operated as Airship AI, Inc. (formerly known as JDL Digital Systems, Inc.). On March 7, 2023, Super Simple AI, Inc. changed its name to Airship AI Holdings, Inc. Super Simple AI, Inc. was formed in January 2022 through a share exchange with JDL Digital Systems, Inc. JDL Digital Systems, Inc. was incorporated under the laws of the State of Washington on June 30, 2003.
On December 21, 2023, the Company completed the merger (the “Merger”) contemplated by the merger agreement (the “Merger Agreement”) dated as of June 27, 2023 and amended on September 22, 2023, by and among BYTE Acquisition Corp. (“BYTS”), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI.
Effective December 21, 2023, Merger Sub merged with and into Airship AI with Airship AI as the surviving corporation. Thus, Airship AI became a wholly-owned subsidiary of the Company. In connection with the Merger, Airship AI changed its name from “Airship AI Holdings, Inc.” to “Airship AI, Inc.”
Fair Value Transactions in Connection with Merger
As a result of the Merger, the Company entered into the following transactions that were measured at fair value and vary quarterly with the share price and other items. Any change is non-cash and is recorded as a gain or loss in other income (expense). See Note 12– Fair Value Measurements for more information.
|
| Liability as of |
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| Liability as of |
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| June 30, 2026 |
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| December 31, 2025 |
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Earnout liability |
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Total liabilities measured at fair value |
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| $ |
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Other income related to instruments recorded at fair value during the three months ended June 30, 2026 and 2025 |
| $ | ( | ) |
| $ | ( | ) |
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Other income related to instruments recorded at fair value during the six months ended June 30, 2026 and 2025 |
| $ | ( | ) |
| $ |
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Business
The Company is a robust AI-driven data management platform that solves complex data challenges for large institutions operating in dynamic and mission-critical environments with rapidly increasing volumes of data being ingested from a similarly rapidly growing number of data sources.
The Company solves these challenges by structuring “dark” or unstructured data at the edge, the location at which the data is generated and collected, and leveraging purpose-built AI models. Unstructured, or “dark” data, which is typically categorized as qualitative data, cannot be processed and analyzed via conventional data tools and methods. Conversely, structured data, typically categorized as quantitative data, is highly organized and easily decipherable by machine learning algorithms.
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Structuring and then analyzing data using AI models at the edge, versus transmitting the data from the edge back to a central processing location for structuring and analysis, enables real-time decision making and data-driven operational efficiency.
The Company specializes in ingesting all available metadata from edge-based sensors used by government and law enforcement agencies around the world, including surveillance cameras (video), audio, telemetry, acoustic, seismic, and autonomous devices, along with large commercial corporations with fundamentally similar capabilities and requirements.
Data generated by these edge-based sensors, including video, can then be run through the Company’s trained AI models to detect objects present within the video frame. Once an object is detected, for example an automobile, additional identifying characteristics of the object can be extracted from the image including the license plate characters and the make, model, and color of the automobile. This process of analyzing, logging and categorizing ingested data is referred to as “structuring” the data.
Airship AI’s software allows customers to view structured data both in real-time as well as to conduct searches on the structured data at a later point in time. Real-time structured data use includes, for example, alarms on a specific license plate or a specific make, model or color of automobile. Non-real-time structured data use includes, for example, searching a database of video data that has been previously ingested and stored to find instances of a particular license plate being visible, along with other logged vehicle characteristics such as make, model and color of an automobile.
Additional edge deployed AI models enable similar object detection and recognition of common and custom trained objects, such as an aircraft, boat, person, animal, bag, or weapon. Airship AI’s models provide similar data points for these object types allowing analysts the ability to be notified in real-time of the detection of a specified object and similarly search for historically detected objects. Examples include detecting aircrafts and boats along with their respective tail numbers and hull registration numbers.
The Company’s AI modelling process starts with pre-trained AI models from its technology ecosystem partners which the Company then customizes using proprietary datasets tailored towards its customers’ unique workflow requirements. Where customers have pre-existing AI models or engines, the Company integrates those models or engines into its edge platform allowing customers to leverage proprietary models within the Airship AI software ecosystem.
The Company’s primary offerings include Outpost AI, Acropolis, and Airship Command. Its offerings allow customers to manage their data across the full data lifecycle, when and where they need it, using a highly secure permissioned based architecture.
The Company employed sixty-seven employees as of June 30, 2026. The employees are headquartered in Redmond, WA and are supported by a team at its Customer Center of Excellence located in Charlotte, NC. The Company employed nine research and development personnel in Taiwan as of June 30, 2026.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated.
The Company has prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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The Company believes that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying condensed financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2026.
Functional Currency
The Company’s reporting currency is the U.S. Dollar. The Company’s functional currency for U.S. operations is the U.S. Dollar. The operations of Zeppelin Worldwide, Inc. and its subsidiary, Zeppelin Taiwan, Ltd. (together “Zeppelin”) use the Taiwan Dollar as its functional currency. At each period end, Zeppelin’s balance sheet is translated into U.S. Dollars based upon the period end exchange rate, while their statements of operations and comprehensive income (loss) and statements of cash flows are translated into U.S. Dollars based upon an average exchange rate during the period.
Cash and Cash Equivalents
The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $
Revenue Recognition and Deferred Revenue
The Company primarily generates revenue from sales of systems and products and the related post contract support to customers. The Company’s primary systems and products include Outpost AI, Acropolis and Airship Command. To date, the majority of the Company’s product revenue that has been recognized consists primarily of a bundled offering of hardware and software which delivers on premise solutions to its customers. Separate limited software subscription services have been delivered to customers including those customers that are able to operate in a cloud-based environment. The transaction price recognized as revenue represents the amount the Company expects to be entitled to and is primarily comprised of product revenue, net of returns and variable consideration, including sales incentives provided to customers. Payment is typically due within 30 to 90 calendar days of the invoice date.
The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below. The Company generally provides a warranty to its customers for its software products and services. In the event that there is a failure of warranties in such agreements, the Company is generally obligated to correct the product or service to conform to the warranty provision as set forth in the applicable agreement, or, if the Company is unable to do so, the customer is entitled to seek a refund of the purchase price of the product and service (generally prorated over the contract term). Historically, the Company has not incurred any significant warranty expenses and as such, a warranty reserve was not considered necessary as of June 30, 2026 and December 31, 2025.
Product Revenue
Product revenue is derived primarily from sales of the Company’s system offerings, Outpost AI, Acropolis and Airship Command. The Company recognizes product revenue at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer, which usually is upon delivery of the system and when contractual performance obligations have been satisfied.
Post Contract Support Revenue
Post Contract Support (“PCS”) revenue is derived primarily from the Company’s support and software maintenance agreements (“SMA”). The Company’s PCS includes the right to receive, on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, and email and telephone support. The Company allocates a portion of the transaction price to the PCS performance obligation based on a cost-plus methodology and recognizes the associated revenue on a straight-line basis over the estimated term of the support period. The Company’s support contracts are typically one to five years with an average of four years; payment is due within 30 to 90 calendar days of the invoice date and may include options to renew. For the three months ended June 30, 2026 and 2025, the Company recognized revenue of $
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Contracts with Multiple Performance Obligations
The Company’s contracts with customers often contain multiple performance obligations that can include three separate obligations: (i) a hardware component (which may be bundled with hardware accessories) and the embedded firmware essential to the functionality of the hardware component delivered at the time of sale; (ii) the right to the Company’s downloadable free application and software solutions, and (iii) the right for the customer to receive post contract support (“PCS”) after the initial sale. The Company’s products and PCS offerings have significant standalone functionalities and capabilities. Accordingly, the products are distinct from the Company’s PCS services as customers can benefit from the products without the PCS services and such PCS services are separately identifiable within the contracts. The Company accounts for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract. The amount of consideration the Company expects to receive in exchange for delivering on the contract is allocated to each performance obligation based on its relative standalone selling price.
The Company establishes the standalone selling price using the prices charged for a deliverable when sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price based on its pricing model and offering type (products or PCS services).
The Company has elected the practical expedient to not assess whether a contract has a significant financing component as the Company’s standard payment terms are less than one year.
The Company sells its products primarily through a direct sales force. The Company considers revenue to be earned when all of the following criteria are met:
| ☐ | The Company has a contract with a customer that creates enforceable rights and obligations, |
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| ☐ | Promised performance obligations are identified, |
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| ☐ | The transaction price, or the amount the Company expects to receive, is determinable |
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| ☐ | The transaction price is allocated to multiple performance obligations, and |
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| ☐ | The Company has satisfied the performance obligations to the customer. |
Transfer of control is evidenced upon passage of title and risk of loss to the customer unless the Company is required to provide additional services.
The Company’s short-term and long-term deferred revenue balances totaled $
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Accounts Receivable and Provision for Credit Losses
The Company generally sells its products to large governmental entities and large corporations in the United States. Accounts receivable are recorded at invoiced amounts and are non-interest bearing.
The Company determines estimates of uncollectible accounts receivable based primarily on actual historical bad debt, customers’ financial condition and general economic conditions. The Company’s historical credit loss experience provides the basis for the estimation of expected credit losses, as well as current economic and business conditions, and anticipated future economic events that may impact collectability. In developing its expected credit loss estimate, the Company evaluated the appropriate grouping of financial assets based upon its evaluation of risk characteristics, including consideration of the types of products and services sold. Account balances are written off against the allowance for expected credit losses after all means of collection have been exhausted and the potential for recovery is considered remote.
Occasionally certain long-standing customers, who routinely place large orders, will have unusually large receivables balances relative to the total gross receivables. Management monitors the payments for these large balances closely and very often requires payment of existing invoices before shipping new sales orders. As of June 30, 2026 and December 31, 2025, the Company did not have a reserve for credit losses as all accounts receivable are considered collectible. Accounts receivable balances as of June 30, 2026, December 31, 2025 and January 1, 2025 were $
Concentration of Credit and Sales Risk
The Company sells its product to commercial and government customers under agreements that are normally paid within 30 days of contract completion.
For the six months ended June 30, 2026, the Company had revenue from ninety three customers and five customers represented
For the six months ended June 30, 2025, the Company had revenue from thirty customers and two customers represented
Inventory
The Company’s purchase of inventory, primarily computer servers and AI hardware, is undertaken to match purchase orders received from customers. Upon receipt of inventory, the Company generally configures the servers and loads proprietary software onto the servers before shipping out. Inventory is recorded on a first in first out basis. The Company reviews its inventory on a periodic basis to identify products that are slow moving and/or obsolete, and if such products are identified, the Company records the appropriate inventory impairment charge at such time.
Long-Lived Assets
The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. The Company recorded no impairment losses for the three months ended June 30, 2026 and 2025.
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Research and Development Expenses
Research and development expenses consist of the cost of employees, consultants and contractors who design, engineer and develop new products and processes as well as materials, supplies and facilities used in producing prototypes.
The Company’s current research and development efforts are primarily focused on improving the Company’s products. The Company is also actively involved in identifying new applications. The Company’s current internal team along with outside consultants have considerable experience working with the application of the Company’s technologies and their applications. The Company engages third party experts as required to supplement the Company’s internal team. The Company believes that continued development of new and enhanced technologies is essential to the Company’s future success. The Company incurred research and development expenses of $
Software Development Costs
Costs incurred in the development of software programs for the Company’s products are charged to operations as incurred until technological feasibility of the software has been established. Generally, technological feasibility is established when the software module performs its primary functions described in its original specifications, contains features required for it to be usable in a production environment, is completely documented and the related hardware portion of the product is complete. After technological feasibility is established, any additional costs are capitalized. Capitalization of software costs ceases when the software is substantially complete and is ready for its intended use. No software development costs have been capitalized as of June 30, 2026 and December 31, 2025.
Cost of Net Revenues
Cost of net revenues for products includes components and freight. Cost of net revenues for post contract support and other services includes primarily the cost of personnel and personnel-related expenses to conduct implementations and ongoing client support.
Advertising and Marketing
Advertising costs are charged to selling, general and administrative expenses as incurred. Advertising and marketing costs for the three months ended June 30, 2026 and 2025 were $
Shipping and Handling of Products
Amounts billed to customers for shipping and handling of products are included in net revenues. Costs incurred related to shipping and handling of products are included in cost of revenues.
Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level 1 — Quoted prices in active markets for identical assets and liabilities;
Level 2 — Inputs other than level one inputs that are either directly or indirectly observable; and
Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The Company initially recorded its earnout liability (unvested earnout shares) and the warrants that were issued with the notes at fair value, remeasured on a recurring basis and considered them as Level 3 instruments. The public and private warrants were considered Level 1 and 2 instruments, respectively. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of June 30, 2026 and December 31, 2025 are based upon the short-term nature of the assets and liabilities.
The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net- cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).
Derivative Liabilities and Earnout Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and earnout shares to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net- cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).
At the Merger closing, the Company assumed
Upon consummation of the Merger, the Company evaluated the warrants and concluded that they did not meet the criteria to be classified within the stockholders’ deficit. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the public warrants is based on the listed price in an active market for such warrants while the fair value of the private placement warrants continues to be measured using a Monte Carlo simulation with the key inputs being directly or indirectly observable public warrants listed price.
At the closing of the Merger, the Airship AI securityholders that hold shares of common stock of Airship AI, Airship AI options, Airship AI earnout warrants or Airship AI SARs had the contingent right to receive up to
The earnout shares associated with vested shares are recognized as derivative liabilities in accordance with ASC 815-40, as the events that determine the number of earnout shares required to be released or issued, as the case may be, include events that were not solely indexed to the fair value of common stock of the Company. The earnout shares were measured at the Merger closing and subsequently measured at each reporting date until settled or when they met the criteria for equity classification. Accordingly, the Company recognizes the earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The earnout shares were valued using a Monte Carlo analysis.
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At the closing of the Merger, the earnout shares associated with unvested underlying shares were considered to be equity instruments and valued at approximately $
Derivative warrant and earnout shares liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities.
Stock-Based Compensation
The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, stock appreciation rights, incentive stock options, nonqualified stock options, unvested earnout shares and warrants to purchase shares of common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date and the fair value of the award is recognized as an expense, over the requisite service period which is generally the vesting period. The Company adjusts stock-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed.
Income Taxes
Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statements carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The Company’s ability to realize deferred tax assets depends upon future taxable income, as well as the limitations discussed below. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized prior to expiration. The Company considers historical and future taxable income, future reversals of existing taxable temporary differences, taxable income in prior carryback years, and ongoing tax planning strategies in assessing the need for valuation.
Comprehensive (Loss)
Comprehensive (loss) is defined as the change in equity of a business during a period from non-owner sources. There was other comprehensive (loss) of ($
Going Concern Assessment
The Company applies Accounting Standards Codification 205-40 (“ASC 205-40”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which the Financial Accounting Standards Board (“FASB”) issued to provide guidance on determining when and how reporting companies must disclose going concern uncertainties in their consolidated financial statements. ASC 205-40 requires management to perform assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s consolidated financial statements (or within one year after the date on which the consolidated financial statements are available to be issued, when applicable). Further, a company must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern” and management plans to alleviate the going concern. In August 2026, the Company analyzed its cash requirements and operations at least through August 2027 and has determined that, based upon the Company’s current available cash and operations, the Company has no substantial doubt about its ability to continue as a going concern.
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Use of Estimates
In preparing these consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s consolidated financial statements relate to the calculation of revenue recognition, stock-based compensation, valuation of common stock, warrant liability, earnout share liabilities, accruals for potential liabilities including income taxes, valuation of deferred tax assets and valuation assumptions related to share-based compensation.
(Loss) Per Share
Basic (loss) per share is based upon the net (loss) for the three and six months ended June 30, 2026 and 2025 divided by the weighted average shares of common stock outstanding. Diluted net (loss) per share is determined using the weighted average number of shares of common stock and potential common stock (representing the dilutive effect of stock options, warrants and stock appreciation rights) outstanding during the period using the treasury stock method. Common stock equivalents for the three and six months ended June 30, 2026 and 2025 are not included in the calculation of diluted earnings (loss) per share given the Company incurred a loss and they are anti-dilutive. See Note 13—Earnings per share.
Reportable Segments
The Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Chief Executive Officer, Chief Financial Officer and President are the Company’s CODM. The CODM monitors the revenue and expense components of the various products and services the Company offers, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year. Accordingly, all operations are considered by the CODM to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations and Comprehensive Income (Loss) to the consolidated financial statements. The CODM uses consolidated net income (loss) as its required measure of segment profit/loss, as such measure is determined in accordance with the measurement principles most consistent with the consolidated financial statements.
Recent Accounting Pronouncements
All recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3. Revenues
Disaggregation of Revenue
The Company’s net revenues for the three months ended June 30, 2026 and 2025 consisted of approximately $
The Company’s remaining net revenue for the three months ended June 30, 2026 and 2025 of approximately $
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Contract Balances
A receivable is recognized in the period the Company delivers goods or provides services or when the Company’s right to consideration is unconditional. The Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset. Receivables are generally paid within thirty days and there is no financing element to the customer contracts. As of June 30, 2026 and December 31, 2025, there are no unbilled receivable balances.
The Company’s short-term and long-term deferred revenue balances totaled $
Remaining Performance Obligations
As of June 30, 2026 and December 31, 2025, the Company had approximately $
Costs to Obtain or Fulfill a Contract
The Company does not pay any material variable compensation to obtain a customer contract. Additionally, the majority of the Company’s cost of fulfillment as a seller of products is classified as inventory and then cost of revenue when the product is sold. Other costs of contract fulfillment such as software maintenance are expensed in the period incurred and align with when the revenue is amortized.
4. Inventory
Inventory was $
5. Stockholders’ Deficit
Authorized and Outstanding Stock
The Company is a Delaware company and its affairs are governed by its certificate of incorporation, its bylaws and the Delaware General Corporation Law and the common law of the State of Delaware. The Company’s charter authorizes the issuance of
Details on the common stock, preferred stock and equity incentive plans were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and filed with the SEC on February 17, 2026.
Preferred Stock
As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock outstanding.
Common Stock
As of June 30, 2026 and December 31, 2025, there were
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Six months Ended June 30, 2026
During the six months ended June 30, 2026, the Company had the following issuances of equity securities:
During the six months ended June 30, 2026, investors exercised warrants for two shares of the Company’s common stock at $
During the six months ended June 30, 2026, the Company issued an aggregate of
Six Months Ended June 30, 2025
During the six months ended June 30, 2025, the Company had the following issuances of equity securities:
As of September 30, 2024, the Company determined the First Operating Performance Milestone of the earnout shares was achieved resulting in the vesting of
During the six months ended June 30, 2025, investors exercised warrants for
During the six months ended June 30, 2025, the Company issued an aggregate of
2023 Amended and Restated Equity Incentive Plan
On December 4, 2023, the Company adopted the Airship AI Holdings, Inc. 2023 Equity Incentive Plan, which plan was approved by stockholders at the extraordinary general meeting held on December 19, 2023 in connection with the Merger. On October 15, 2025, the Company adopted the Airship AI Holdings, Inc. 2023 Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”), which increased the number of shares of common stock authorized for issuance pursuant to awards granted thereunder by
The aggregate number of shares of common stock issued under the Equity Incentive Plan is
The Company had the following stock option activity during the six months ended June 30, 2026:
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During the six months ended June 30, 2026, the Company granted stock options to eight employees and consultants to purchase an aggregate of
On April 20, 2026, the Company modified
The following table summarizes information about stock options outstanding and exercisable as of June 30, 2026:
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There were
As of June 30, 2026, there were $
The significant weighted-average assumptions relating to the valuation of the Company’s stock option grants were as follows for the three months ended June 30, 2026:
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There were stock incentive plan awards outstanding at June 30, 2026 totaling
Stock Appreciation Rights Plan
On February 17, 2022, in connection with the Share Exchange Agreement with Super Simple AI, Inc., , the
As of June 30, 2026 and December 31, 2025, there were
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| Table of Contents |
Warrants to Purchase Common Stock
See Note 10 for public and private placement warrants assumed after the Merger.
The Company had the following warrant activity during the three months ended June 30, 2026:
During the three months ended June 30, 2026, investors exercised warrants for two shares of the Company’s common stock and the Company received proceeds of $
Warrant activity for the six months ended June 30, 2026 was as follows:
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Outstanding January 1, 2026 |
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Issued |
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Exercised |
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Forfeited |
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Outstanding at June 30, 2026 |
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A summary of the warrants outstanding as of June 30, 2026 were as follows:
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There were warrants outstanding at June 30, 2026 totaling
Earnout Liability
See Note 11 for shares of common stock related to earnout liability.
6. Employee 401(k) Plan
The Company has a 401(k) plan for its employees.
7. Related Party Transactions
There are no related party transactions outside of the ordinary course of business.
| 19 |
| Table of Contents |
8. Commitments, Contingencies and Legal Proceedings
Legal Proceedings
The Company may from time to time become a party to various legal proceedings arising in the ordinary course of its business. The Company is currently not a party to any pending legal proceedings that is not ordinary routine litigation incidental to its business.
Employment Agreement
On April 20, 2026, the Company entered into an employment agreement with Yanda Ma to serve as its Chief Technology Officer, which provides for a base salary of $
Properties and Operating Leases-Right of Use Asset and Lease Liability
Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC 842, Leases. Right of use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The incremental borrowing taking into consideration the Company’s credit quality and borrowing rate for similar assets is used in determining the present value of future payments. Lease expense is recorded as general and administrative expenses on the Company’s consolidated statements of operations. The Company elected the package of transitional practical expedients, under which (1) the Company did not reassess whether any expired or existing contracts are or contain leases, (2) the Company did not reassess the lease classification for any expired or existing leases and (3) the Company did not reassess initial direct costs for any existing leases. Additionally, the Company elected the short-term lease recognition exemption for all leases that qualify, meaning it does not recognize right-of use assets or lease liabilities for those leases. The Company also elected the practical expedient to not separate lease and non-lease components for all asset classes.
The Company has entered into operating leases for office and development facilities for four years and include options to renew. The Company determines whether an arrangement is or contains a lease based upon the unique facts and circumstances at the inception of the lease. Operating lease liabilities and their corresponding right-of-use assets are recorded based upon the present value of the lease payments over the expected lease term. As of June 30, 2026 and December 31, 2025, total operating lease liabilities were $
The weighted average remaining lease term for the operating leases was twenty six months at June 30, 2026. The weighted average discount rate was
| 20 |
| Table of Contents |
The minimum future lease payments as of June 30, 2026 are as follows:
Years Ended June 30, |
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2027 |
| $ |
| |
2028 |
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| |
Total remaining payments |
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| |
Less imputed interest |
|
| ( | ) |
Total lease liability |
| $ |
| |
On September 7, 2023, the Company entered into a lease in Redmond, WA for
On December 6, 2024, the Company entered into two separate office leases in Mooresville, North Carolina, the terms of which commenced on February 1, 2025. The Company leases an aggregate of
9. Income Taxes
The Company recorded a provision for income taxes of $
The Company’s effective tax rate was
For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company also computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company also recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur.
As of June 30, 2026 and December 31, 2025, the Company retains a full valuation allowance on its deferred tax assets. The realization of the Company’s deferred tax assets depends primarily on its ability to generate taxable income in future periods. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income.
On July 4, 2025, the United States enacted federal tax legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”). The OBBB Act makes permanent certain elements of the Tax Cuts and Jobs Act, including immediate expensing of U.S. research and experimentation expenditures, various modifications to the international tax framework, and updates to executive compensation aggregation rules under Section 162(m) of the Internal Revenue Code. The Company evaluated the impact of the OBBB Act on its tax provision, valuation allowance, and uncertain tax positions. The OBBB Act did not have a material impact on the Company's financial statements. The Company maintains a full valuation allowance, and any change in net deferred tax assets from the OBBB Act would be accompanied by a corresponding adjustment to the valuation allowance.
10. Warrant Liability
At the Merger closing, the Company assumed
| 21 |
| Table of Contents |
As of June 30, 2026 and December 31, 2025, the Private and Public Warrants had an aggregate fair value of $
The following table is a summary of the number of shares of the Company’s common stock issuable upon exercise of the public and private warrants outstanding as of June 30, 2026 and December 31, 2025, respectively:
June 30, 2026 | ||||||||||||||
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| Fair Value |
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Public Warrants |
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Private Warrants |
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| $ |
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December 31, 2025 | ||||||||||||||
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| Number of Shares |
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| Price |
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| Expiration Date |
| Fair Value |
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Public Warrants |
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Private Warrants |
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See Note 12 – Fair Value Measurements for more information.
11. Earnout Liability
At the closing of the Merger, the Airship AI securityholders that held shares of common stock of Airship AI, Airship AI options, Airship AI earnout warrants or Airship AI SARs had the contingent right to receive up to
As of June 30, 2026, the estimated fair value of the earnout liability increased to $
In addition, a portion of the earnout shares may be issued to individuals with unvested equity awards. While the payout of these shares requires the achievement of the earnout milestones, the individuals must complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $
As of September 30, 2024, the Company determined the first operating performance milestone was achieved resulting in the vesting of
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| Table of Contents |
12. Fair Value Measurements
The following table sets forth by level within the ASC 820, Fair Value Measurement, fair value hierarchy of the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2026:
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| June 30, 2026 |
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| Level 2 |
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| Level 3 |
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| Total |
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Liabilities- |
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Earnout liability |
| $ |
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| $ |
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Warrant liability (Public Warrants) |
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Warrant liability (Private Warrants) |
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Total liabilities measured at fair value |
| $ |
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| $ |
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| $ |
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| $ |
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The following table sets forth by level within the ASC 820, Fair Value Measurement, fair value hierarchy of the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2025:
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| December 31, 2025 |
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| Level 1 |
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| Level 2 |
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| Level 3 |
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| Total |
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Liabilities- |
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Earnout liability |
| $ |
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| $ |
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| $ |
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| $ |
| ||||
Warrant liability (Public Warrants) |
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Warrant liability (Private Warrants) |
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Total liabilities measured at fair value |
| $ |
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| $ |
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| $ |
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| $ |
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The estimated fair value of the earnout liability was determined using a Monte Carlo Model. The assumptions utilized in the calculation are based on the achievement of certain milestones including projected stock price, volatility, probability of meeting the federal law enforcement agency growth and risk-free rate. The following assumptions were used in the simulation at each valuation date:
|
| June 30, 2026 |
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| December 31, 2025 |
| ||
Stock price |
| $ |
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| $ |
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Risk-free interest rate |
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| % |
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Expected term (in years) |
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Expected volatility |
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Dividend yield |
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The fair value of the
The initial estimated fair value of the private warrants was measured using a Monte Carlo simulation. The estimated fair value of the public warrants is based on the listed price in an active market for such warrants and the fair value of the private placement warrants continues to be measured based on the public warrants listed price.
There were no transfers of financial instruments between valuation levels during the three and six months ended June 30, 2026 and 2025.
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| Table of Contents |
13. Earnings per Share
The following table sets forth the computation of basic and diluted net (loss) per share attributable to common stockholders:
|
| June 30, 2026 |
|
| June 30, 2025 |
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| Three Months Ended, |
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| Six Months Ended, |
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| Three Months Ended, |
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| Six Months Ended, |
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Net (loss) |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average shares outstanding- |
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Basic |
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Add: dilutive effect of stock options, SARs and warrants |
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| - |
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| - |
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| - |
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| - |
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Diluted |
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(Loss) per share- |
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Basic |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:
Anti-dilutive shares |
| June 30, 2026 |
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| June 30, 2025 |
| ||
Public Warrants |
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Private Warrants |
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Warrants |
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Outstanding stock options |
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| - |
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The
14. Subsequent Events
The Company evaluated subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements were issued. Subsequent to June 30, 2026, there were no material transactions that occurred that would require recognition or disclosure in the financial statements.
| 24 |
| Table of Contents |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”
Recent Developments
Backlog and Pipeline
Backlog as of August 6, 2026 were approximately $6.9 million, representing firm fixed price contracts awarded in the first and second quarters of 2026 that are expected to be shipped and primarily invoiced in the third quarter of 2026.
Separately, our total validated pipeline as of August 6, 2026 was $206.1 million, consisting of single and multi-year opportunities for AI-driven edge, video, and sensor and data management platform across our customer verticals. Our pipeline includes opportunities at varying stages of progression with expected award timeframes over the next 18-24 months. Backlog reflects awards already executed, whereas pipeline reflects identified and qualified opportunities that have not yet resulted in awards. We can give no assurance as to whether, when, or in what amount pipeline opportunities will convert into backlog or revenue.
Federal Funding Environment
A substantial majority of our revenue is derived from U.S. federal law enforcement and homeland security customers. During 2025, uncertainty surrounding federal budget priorities and the pace of government spending, including federal initiatives to reform government processes and reduce expenditures contributed to variability in the timing of government awards and procurement activity, which affected our government business. More recently, we have observed an improving federal funding environment for the mission areas our platform supports, including border security and public safety, which we believe is reflected in the growth and stage progression of our validated pipeline. The timing and amount of government awards remain subject to factors outside our control, including appropriations, shifting agency priorities and procurement cycles, and we can provide no assurance regarding the conversion of any particular opportunity.
Strategic Initiatives
We are pursuing a deliberate expansion of our commercial business to complement our established federal law enforcement and homeland security customer base. While a substantial majority of our revenue is currently derived from government customers, we believe our edge AI and data management platform is directly applicable to commercial organizations with large-scale sensor, security and data-management requirements, and we are investing to broaden our presence across commercial verticals. The strategic initiatives described below are central to this expansion.
| 25 |
| Table of Contents |
Agentic AI (Ask Airship)
We are developing Ask Airship, an agentic AI capability designed to allow users to query, analyze and act on structured data across our platform using natural language, which we intend to offer as a standalone product complementary to our Outpost AI, Acropolis, Airship Command and Fortress Server offerings. We intend to make Ask Airship available on a software-as-a-service (subscription) basis as well as on a pay-per-use, consumption-based basis. For deployments in federal and other security-sensitive environments, we expect on-premises inference to rely on Western open-weight models to satisfy applicable procurement and model-origin requirements.
Robotics
We are extending our edge AI and data management platform to ingest, structure and act on data from autonomous and robotic sensor platforms, with a particular focus on commercial customers as well as government customers, consistent with our broader commercial expansion. We are evaluating commercial models for these capabilities, including subscription and as-a-service arrangements. We can give no assurance regarding the timing, cost, market acceptance or financial contribution of this initiative, which is subject to development, integration, supply-chain and regulatory risks.
Overview
We are an AI-driven data management platform that solves complex data challenges for large institutions operating in dynamic and mission-critical environments characterized by rapidly increasing volumes of data ingested from a rapidly growing number of data sources. We address these challenges by structuring “dark” or unstructured data at the edge, the location at which the data is generated and collected using purpose-built AI models, enabling real-time decision-making rather than transmitting raw data to a central location for processing.
We specialize in ingesting metadata from edge-based sensors used by government and law enforcement agencies worldwide, including video, audio, telemetry, acoustic, seismic and autonomous devices, as well as by large commercial organizations with similar requirements. Our trained AI models detect and extract identifying characteristics of objects within a video frame (for example, a vehicle’s license plate characters and its make, model and color), a process we refer to as “structuring” the data, and allow customers to act on that data both in real time and through historical search.
Our primary offerings include Outpost AI (edge structuring and analysis), Acropolis (enterprise management software backbone, deployable on-premises or in cloud/multi-cloud architectures), Airship Command (visualization across workstation, web and mobile) and Fortress Server (our on-premises data center server and storage platform). These product offerings allow customers to manage their data across the full data lifecycle through a secure, permission-based, single-pane-of-glass architecture.
Our typical customer engagement is a multi-year agreement that includes our core offerings together with professional services, technical support and software maintenance, which we expect to result in predictable, long-term recurring revenue. From inception until the Merger in December 2023, we operated as a 100% employee-owned, bootstrapped company with no outside investment. As a U.S.-based company, we operate at the intersection of public safety and AI, in which we address a combined market we estimate at more than $70 billion in 2026 and growing, spanning edge AI hardware and software (approximately $30 billion, according to Grand View Research, 2026, service and professional robotics, including robotics-as-a-service (approximately $31 billion according to Fortune Business Insights, 2026), and agentic AI (approximately $10 billion according to multiple industry analysts, 2026).
| 26 |
| Table of Contents |
Fair Value Transactions in Connection with Merger
As a result of the Merger, we entered into the following transactions that were measured at fair value and vary quarterly with the share price and other items. Any change is non-cash and is recorded as a gain or loss in other income (expense). See Note 12– Fair Value Measurements for more information.
|
| Liability as of |
|
| Liability as of |
| ||
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
|
|
|
|
|
|
| ||
| Earnout liability |
| $ | 3,540,252 |
|
| $ | 2,620,933 |
|
| Warrant liability (Public Warrants) |
|
| 12,270,205 |
|
|
| 12,916,006 |
|
| Warrant liability (Private Warrants) |
|
| 391,400 |
|
|
| 412,000 |
|
| Total liabilities measured at fair value |
| $ | 16,201,857 |
|
| $ | 15,948,939 |
|
|
|
|
|
|
|
|
|
|
Other income related to instruments recorded at fair value during the three months ended June 30, 2026 and 2025 |
| $ | (1,026,133 | ) |
| $ | (21,795,769 | ) |
|
|
|
|
|
|
|
|
|
Other income related to instruments recorded at fair value during the six months ended June 30, 2026 and 2025 |
| $ | (252,918 | ) |
| $ | 3,549,019 |
|
Private Placement and Public Warrants in Connection with Merger
At the Merger closing, we assumed 515,000 private placement warrants and 16,184,612 public warrants. On June 3, 2024, we reduced the exercise price of such warrants from $11.50 per share to an exercise price of $7.80 per share. On November 20, 2024, we further reduced the exercise price of the outstanding public warrants and private warrants to an exercise price of $4.50 per share. The purpose of this reduced exercise price was to potentially raise proceeds received from the exercise of such warrants, if any, for working capital and general corporate purposes. As of June 30, 2026, there were 515,000 private placement warrants and 16,145,006 public warrants outstanding.
Segment Reporting
The Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Chief Executive Officer, Chief Financial Officer and President are the Company’s CODM. The CODM monitors the revenue and expense components of the various products and services we offer, but operations are managed and financial performance is evaluated on a corporation-wide basis in comparison to a business plan which is developed each year. Accordingly, all operations are considered by the CODM to be one operating segment and one reportable segment as contained in the Consolidated Statements of Operations and Comprehensive Loss to the consolidated financial statements. The CODM uses consolidated net income (loss) as its required measure of segment profit/loss, as such measure is determined in accordance with the measurement principles most consistent with the consolidated financial statements.
| 27 |
| Table of Contents |
Results of Operations
The following table sets forth key components of our results of operations during the three months ended June 30, 2026 and 2025.
(dollars in thousands)
|
| Three Months Ended, |
| |||||||||||||
|
| 2026 |
|
| 2025 |
|
| $ Variance |
|
| % Variance |
| ||||
|
|
|
|
|
|
|
|
|
|
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|
| ||||
Net revenues |
| $ | 4,124 |
|
| $ | 2,147 |
|
| $ | 1,977 |
|
|
| 92.1 | % |
Cost of net revenues |
|
| 1,026 |
|
|
| 614 |
|
|
| (412 | ) |
|
| -67.1 | % |
Gross profit |
|
| 3,098 |
|
|
| 1,533 |
|
|
| 1,565 |
|
|
| 102.1 | % |
Research and development expenses |
|
| 854 |
|
|
| 741 |
|
|
| (113 | ) |
|
| -15.2 | % |
Selling, general and administrative expenses |
|
| 3,735 |
|
|
| 2,814 |
|
|
| (921 | ) |
|
| -32.7 | % |
Total operating expenses |
|
| 4,589 |
|
|
| 3,555 |
|
|
| (1,034 | ) |
|
| -29.1 | % |
Operating loss |
|
| (1,491 | ) |
|
| (2,022 | ) |
|
| 531 |
|
|
| 26.3 | % |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) from change in fair value of earnout liability |
|
| (193 | ) |
|
| (7,302 | ) |
|
| 7,109 |
|
|
| 97.4 | % |
(Loss) in fair value of warrant liability |
|
| (833 | ) |
|
| (14,494 | ) |
|
| 13,661 |
|
|
| 94.3 | % |
Interest income, net |
|
| 110 |
|
|
| 61 |
|
|
| 49 |
|
|
| 80.3 | % |
Total other expense, net |
|
| (916 | ) |
|
| (21,735 | ) |
|
| 20,819 |
|
|
| 95.8 | % |
(Loss) before provision for income taxes |
|
| (2,407 | ) |
|
| (23,757 | ) |
|
| 21,350 |
|
|
| 89.9 | % |
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net (loss) |
| $ | (2,407 | ) |
| $ | (23,757 | ) |
| $ | 21,350 |
|
|
| 89.9 | % |
Net Revenues — Net revenues for the three months ended June 30, 2026 increased $1,977,000 to $4,124,000 as compared to $2,147,000 for the three months ended June 30, 2025. The increase was due to increased commercial orders, which more than offset variability in the timing of federal awards during the period. Consistent with the concentrated, enterprise nature of our customer base, two customers represented approximately 84% of revenue for the three months ended June 30, 2026. Backlog as of June 30, 2026 was approximately $6.9 million, representing firm fixed price contracts awarded in the first and second quarters of 2026 that are expected to be shipped and primarily invoiced in the third quarter of 2026.
Cost of Net Revenues — Cost of net revenues primarily consists of product costs and post customer support. For the three months ended June 30, 2026, cost of sales increased $412,000 to $1,026,000 as compared to $614,000 for the three months ended June 30, 2025. The increase was due to increased sales and reflects product mix with increased higher margin commercial sales during the three months ended June 30, 2026, offset by raw material cost increases.
Research and Development Expenses — Research and development expenses for the three months ended June 30, 2026 increased $113,000 to $854,000 as compared to $741,000 for the three months ended June 30, 2025. The increase was due to increased expenses for product development in the United States and Taiwan.
Selling, General and Administrative Expenses — Selling, general and administrative expenses for the three months ended June 30, 2026 increased $921,000 to $3,735,000 as compared to $2,814,000 for the three months ended June 30, 2025. The increase is primarily due to an increase in stock-based compensation expense of $579,000 and other personnel costs.
Other (Expense) — Other expense for the three months ended June 30, 2026 was $916,000 as compared to other expense for the three months ended June 30, 2025 was $21,735,000. Other expense for the three months ended June 30, 2026 consisted of (i) loss from change in fair value of earnout liability of $193,000; (ii) loss from change in fair value of warrant liability of $833,000; and offset by (iii) interest income of $110,000. The loss from change in fair value of earnout liability resulted from an increase in the our share price. The expense from change in fair value of warrant liability was primarily the result of an increase in our stock price.
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Other expense for the three months ended June 30, 2025 was $21,735,000 as compared to other income of $17,486,000 for the three months ended June 30, 2024. Other expense for the three months ended June 30, 2025 consisted of (i) loss from change in fair value of earnout liability of $7,302,000; (ii) loss from change in fair value of warrant liability of $14,494,000; and (iii) other income of $61,000. The loss from change in fair value of various financial instruments was primarily the result of an increase in our stock price.
Net (Loss) — Net loss for the three months ended June 30, 2026 was $2,407,000 as compared to net (loss) of $23,757,000 for the three months ended June 30, 2025. The net loss primarily related to increases in selling, general and administrative and research and development expenses.
Net loss for the three months ended June 30, 2025 was $23,757,000 as compared to net income of $18,462,000 for the three months ended June 30, 2024. The net loss primarily related to noncash expenses of $22,264,000. Noncash items included (i) loss from change in warrant liability of $14,494,000; (ii) loss from change in earnout liability of $7,301,000; (iii) stock based compensation of $372,000; and (iv) net amortization of operating lease right of use asset of $97,000.
The following table sets forth key components of our results of operations during the six months ended June 30, 2026 and 2025.
(dollars in thousands)
|
| Six Months Ended, |
| |||||||||||||
|
| 2026 |
|
| 2025 |
|
| $ Variance |
|
| % Variance |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net revenues |
| $ | 10,477 |
|
| $ | 7,650 |
|
| $ | 2,827 |
|
|
| 37.0 | % |
Cost of net revenues |
|
| 4,213 |
|
|
| 3,882 |
|
|
| (331 | ) |
|
| -8.5 | % |
Gross profit |
|
| 6,264 |
|
|
| 3,768 |
|
|
| 2,496 |
|
|
| 66.2 | % |
Research and development expenses |
|
| 1,698 |
|
|
| 1,460 |
|
|
| (238 | ) |
|
| -16.3 | % |
Selling, general and administrative expenses |
|
| 7,638 |
|
|
| 6,044 |
|
|
| (1,594 | ) |
|
| -26.4 | % |
Total operating expenses |
|
| 9,336 |
|
|
| 7,504 |
|
|
| (1,832 | ) |
|
| -24.4 | % |
Operating loss |
|
| (3,072 | ) |
|
| (3,736 | ) |
|
| 664 |
|
|
| 17.8 | % |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) gain from change in fair value of earnout liability |
|
| (919 | ) |
|
| 2,522 |
|
|
| (3,441 | ) |
|
| -136.4 | % |
Gain from change in fair value of warrant liability |
|
| 666 |
|
|
| 1,027 |
|
|
| (361 | ) |
|
| -35.2 | % |
Interest income, net |
|
| 198 |
|
|
| 138 |
|
|
| 60 |
|
|
| 43.5 | % |
Total other (expense) income, net |
|
| (55 | ) |
|
| 3,687 |
|
|
| (3,742 | ) |
|
| -101.5 | % |
(Loss) before provision for income taxes |
|
| (3,127 | ) |
|
| (49 | ) |
|
| (3,078 | ) |
|
| -6281.6 | % |
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net (loss) |
| $ | (3,127 | ) |
| $ | (49 | ) |
| $ | (3,078 | ) |
|
| -6281.6 | % |
Net Revenues — Net revenues for the six months ended June 30, 2026 increased $2,827,000 to $10,477,000 as compared to $7,650,000 for the six months ended June 30, 2025. The increase was due to increased commercial orders, which more than offset variability in the timing of federal awards during the period. Consistent with the concentrated, enterprise nature of our customer base, four customers represented approximately 89% of revenue for the three months ended June 30, 2026. Backlog as of June 30, 2026 was approximately $6.9 million, representing firm fixed price contracts awarded in the first and second quarters of 2026 that are expected to be shipped and primarily invoiced in the third quarter of 2026.
Cost of Net Revenues — Cost of net revenues primarily consists of product costs and post customer support. For the six months ended June 30, 2026, cost of sales increased $331,000 to $4,213,000 as compared to $3,882,000 for the six months ended June 30, 2025. The increase was due to increased sales and reflects product mix with increased higher margin commercial sales during the six months ended June 30, 2026, offset by raw material cost increases.
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| Table of Contents |
Research and Development Expenses — Research and development expenses for the six months ended June 30, 2026 increased $238,000 to $1,698,000 as compared to $1,460,000 for the six months ended June 30, 2025. The increase was due to increased expenses for product development in the United States and Taiwan.
Selling, General and Administrative Expenses — Selling, general and administrative expenses for the six months ended June 30, 2026 increased $1,594,000 to $7,638,000 as compared to $6,044,000 for the six months ended June 30, 2025. The increase is primarily due to an increase in stock-based compensation expense of $816,000 and other personnel costs.
Other (Expense)Income — Other expense for the six months ended June 30, 2026 was $55,000 as compared to other income for the six months ended June 30, 2025 was $3,687,000. Other expense for the six months ended June 30, 2026 consisted of (i) loss from change in fair value of earnout liability of $919,000; offset by (ii) gain from change in fair value of warrant liability of $666,000; and (iii) interest income of $198,000. The loss from change in fair value of earnout liability resulted from the increase in the volatility factor to 76.8%. The reduction in gain from change in fair value of warrant liability was primarily the result of a decrease in our stock price as compared to the change in stock price during the six months ended June 30, 2025.
Other income for the six months ended June 30, 2025 was $3,687,000 as compared to other expense of $13,076,000 for the six months ended June 30, 2024. Other income for the six months ended June 30, 2025 consisted of (i) gain from change in fair value of earnout liability of $2,522,000; (ii) gain from change in fair value of warrant liability of $1,027,000; and (iii) other income of $138,000. The gain from change in fair value of various financial instruments was primarily the result of an increase in our stock price.
Net (Loss) — Net loss for the six months ended June 30, 2026 was $3,127,000 as compared to net loss of $49,000 for the six months ended June 30, 2025. The net loss primarily related to increases in selling, general and administrative and research and development expenses.
Net loss for the six months ended June 30, 2025 was $49,000. The net loss primarily related to an operating loss of $3,700,000 offset by noncash items of $2,569,000. Noncash items included (i) gain from change in warrant liability of $1,027,000; (ii) gain from change in earnout liability of 2,522,000; and offset by (iii) stock based compensation of $800,000; and (iv) net amortization of operating lease right of use asset of $180,000.
Liquidity and Capital Resources as of June 30, 2026 and 2025
Liquidity is our ability to generate funds to support our current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. We have incurred losses from operations in the past few years and had an accumulated deficit of $48.7 million as of June 30, 2026. As of June 30, 2026, we had cash and cash equivalents of $12.4 million and no outstanding debt. Based on our current available cash and operations, we have concluded there is no substantial doubt about our ability to continue as a going concern for at least twelve months from the issuance of these financial statements.
On October 8, 2025, we entered into warrant exercise inducement offer letter with the holder of existing common stock warrants exercisable for an aggregate of 2,162,162 shares of common stock to exercise such warrants at the existing exercise price of $4.50 per share, in exchange for our agreement to issue new common stock warrants to purchase 2,702,702 shares of common stock at an exercise price per share of $6.20. The aggregate gross proceeds received from the exercise of the existing warrants were $9,729,729, before deducting financial advisory fees. We intend to use the net proceeds from the exercise of the existing warrants for working capital and general corporate purposes.
Operating Activities
Net cash generated by operating activities for the six months ended June 30, 2026 was $579,000. This amount was primarily related to (i) net loss of 3,127,000; offset by (ii) noncash items of $2,077,000; and (iii) operating assets and liabilities changes of $1,629,000 (including a $314,000 increase in deferred revenues). Noncash items included (iv) loss from change in earnout liability of $919,000; (v) stock based compensation of $1,617,000; (vi) net amortization of operating lease right of use asset of $207,000; and offset by gain from change in warrant liability of $666,000.
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| Table of Contents |
Net cash used in operating activities for the six months ended June 30, 2025 was $3,919,000. This amount was primarily related to (i) net loss of $49,000; (ii) net working capital reductions of $1,301,000 (including a $606,000 reduction in deferred revenues); and offset by (iii) noncash items of $2,569,000. Noncash items included (iv) gain from change in warrant liability of $1,027,000; (v) gain from change in earnout liability of 2,522,000; and offset by (vi) stock based compensation of $800,000; and (vii) net amortization of operating lease right of use asset of $180,000.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $56,000 and consisted of net proceeds from stock option and warrant exercises.
Net cash used in financing activities for the six months ended June 30, 2025 was $1,182,000 and consisted of (i) repayment of advances by founders of $1,300,000; and offset by (ii) net proceeds from exercise of warrants of $60,000; and (iii) proceeds from stock option exercises of $58,000.
Contractual Obligations and Commitments
|
|
|
|
| Less Than |
|
|
|
| |||
Contractual Cash Obligations |
| Total |
|
| 1 Year |
|
| 1-3 Years |
| |||
Operating lease cash payments |
| $ | 690,159 |
|
| $ | 489,670 |
|
| $ | 200,489 |
|
On September 7, 2023, we entered into a lease in Redmond, WA for 15,567 square feet of office and warehouse space which started August 1, 2024. The monthly payment is approximately $29,600 per month. The lease expires October 31, 2027 and the monthly payment increases 3% on August 1, 2025 and each year thereafter. There is a one three year option to extend the lease based on the fair market rate on October 31, 2027. The option must be exercised by October 31, 2026. We do not believe that is reasonably certain that the lease will be extended.
On December 6, 2024, we entered into two separate office leases in Mooresville, North Carolina, the terms of which commenced on February 1, 2025. We lease an aggregate of 5,240 square feet and the net monthly payment is $9,105. The leases expire January 31, 2028 and the monthly payment increases 3% on February 1, 2026 and each year thereafter. There is no option to extend the lease.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ materially from those estimates due to risks and uncertainties, including uncertainty in the current economic environment. To the extent that there are material differences between these estimates and our actual results, our future consolidated financial statements will be affected.
We believe that the significant accounting policies described in “Note 2, Summary of Significant Accounting Policies” to our audited consolidated financial statements are accurate and complete. The critical accounting estimates and policies during the three and six months ended June 30, 2026 have not materially changed to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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| Table of Contents |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
a) Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures are effective at the reasonable assurance level.
b) Inherent Limitations on Internal control
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.
c) Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2026, there were no other changes in our internal controls over financial reporting, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have a material effect on our internal control over financial reporting.
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| Table of Contents |
PART II
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in actions, claims, litigation, and other legal proceedings occurring in the ordinary course of its business from time to time, including assertions by third parties relating to intellectual property infringement, contract or warranty breaches, or employment-related matters. We are not currently a party to any actions, claims, suits, or other legal procedures whose conclusion, if not determined in our favor, would have a material adverse effect on our business, financial condition, or results of operations, either individually or in the aggregate.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Our market risks are similar to those disclosed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and our other filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no unregistered sales of equity securities during the three months ended June 30, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibit No. |
| Description |
| Employment Agreement dated April 20, 2026 between the Registrant and Yanda Ma. | |
| ||
| ||
| ||
| ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
| 33 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 6, 2026 |
|
| |
| Airship AI Holdings, Inc. | ||
| /s/ Victor Huang |
|
| Name: Victor Huang |
|
| Title: Chief Executive Officer |
|
| (Principal Executive Officer) |
|
|
|
|
| /s/ Mark E. Scott |
|
| Name: Mark E. Scott |
|
| Title: Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
|
| 34 |
EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this “Agreement”) is made as of April 20, 2026, (the “Effective Date”) by and between Airship AI Holdings, Inc., a Washington corporation (the “Company”), and Yanda Ma, a resident of the state of Washington (“Employee”). Capitalized terms used and not otherwise defined in the body of this Agreement have the meanings assigned to such terms in Section 7.
AGREEMENTS
In consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:
1. Term of Employment. The Company will employ Employee, and Employee will serve the Company, for a continuous term beginning on the Effective Date and ending on the day preceding the third anniversary of the Effective Date (“Initial Term”). The Initial Term will be extended automatically for additional one-year periods (each a “Renewal Term”), on the same terms and conditions as set forth in this Agreement (as modified from time to time by the parties), beginning on the first anniversary of the Effective Date unless either party gives the other party written notice of such party’s decision not to renew the term of this Agreement at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. The Initial Term, together with all Renewal Terms, are collectively referred to in this Agreement as the “Term of Employment.” Notwithstanding the forgoing, either party may terminate this Agreement prior to the expiration of the Term of Employment pursuant to, and with the effect set forth in, Section 5.
2. Position, Duties and Responsibilities.
(a) Position and Duties. The Employee will serve the Company as Chief Technology Officer, reporting directly to the Chief Executive Officer (“CEO”) and the Board of Directors. Employee will perform the duties and responsibilities customarily associated with the position of President, and as may be assigned to him from time to time by the Board of Directors of the Company.
(b) Standard of Performance. Employee will be employed on a full-time basis and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Employee shall perform his duties under this Agreement at Employee’s remote office, and as applicable and required at the Company’s principal offices in Washington State on a quarterly basis and shall travel from time to time to such other places in the United States and elsewhere as reasonably required to perform his obligations hereunder. Employee shall serve the Company, faithfully and to the best of his ability in a diligent, trustworthy, businesslike and efficient manner and shall comply with all policies and procedures of the Company as in effect from time to time for the conduct of its employees. Employee shall use his best efforts to promote the interests, prospects, condition and welfare of the Company. Without limiting the generality of the foregoing, Employee shall not, without the prior written approval of the CEO or the Board of Directors of the Company, render services of a business, professional or commercial nature for compensation or otherwise to any Person other than the Company; provided that Employee may serve on association and corporate boards of charitable organizations, and may specifically serve as a Director, so long as such service does not materially detract from the performance of his duties to Company or conflict with his obligations under this Agreement.
| 1 |
3. Compensation and Benefits. As full compensation for the services to be rendered to or on behalf of the Company and the other obligations undertaken by Employee, the Company shall pay Employee the following compensation and benefits:
(a) Base Salary. The Company shall pay to Employee, in accordance with the Company’s policies, procedures and practices in effect from time to time, an annual base salary (the “Annual Base Salary”) of $300,000.
(b) Bonus. Commencing on the Effective Date and thereafter, Employee will be eligible to participate in annual performance-based bonus programs as detailed in Exhibit II and established from time to time by the Board of Directors of the Company, subject to the achievement by Employee and the Company of the applicable performance criteria established for Employee by the Board of Directors of the Company. The achievement of the performance criteria for each calendar year will be determined in good faith by the Board of Directors of the Company, or the Company’s Compensation Committee, in its sole discretion, after the final audit report relating to the statements of the Company is issued and will be earned and paid as soon as reasonably practicable after determined and in accordance with the Company’s standard policies adopted from time to time. In order to be eligible to receive any performance-based bonus under this Section 3(b), Employee must be employed by the Company through the close of business on the first business day of the calendar year immediately following the calendar year for which such performance-based bonus was earned (or, if earlier, the date such performance-based bonus is paid). Employee shall be eligible in all future years that Employee is serving on a full-time basis.
(c) Employee Benefits. Employee shall be entitled to participate in the Company’s employee benefit plans and programs for which Employee is eligible and receive all benefits and perquisites for which similarly situated salaried employees of the Company generally are eligible under any plan or program now existing or established later by the Company (“Benefits”). The Benefits will in all respects be paid or provided in accordance with the then-existing plans, policies, programs and/or arrangements establishing or governing such Benefits. The Company reserves the right to add, terminate and/or amend any existing plans, policies, programs and/or arrangements so long as any such actions do not have the effect of materially reducing the aggregate value of the benefits granted to Employee as of the Effective Date, unless such addition, termination or amendment is generally applicable to all employees of the Company.
(d) Vacation. Employee will receive twenty (20) days of paid vacation and such other fringe benefits, including paid holidays, for which he is eligible, in accordance with the policies of the Company in effect from time to time.
(e) Expenses. The Company shall reimburse Employee for reasonable and necessary out-of-pocket travel, business and entertainment expenses incurred by Employee in connection with Employee’s employment by the Company, in accordance with the policies of the Company in effect from time to time and subject to the submission of appropriate receipts and expense reports.
4. Employee Proprietary Information and Inventions Agreement. The terms and conditions set forth in the “Employee Proprietary Information and Inventions Agreement” attached hereto as Exhibit A (the “PIIA”) are hereby incorporated herein in their entirety and made a part hereof by this reference.
5. Termination of Employee’s Employment with the Company.
(a) Events Triggering Termination of Employment. Employee’s employment with the Company shall terminate immediately upon Employee’s death or Disability. In addition, Employee has the right to terminate his employment with the Company for any other reason or no reason upon delivery of written notice to the Company. The Company has the right to terminate Employee’s employment with the Company for any reason or no reason upon delivery of written notice to Employee.
| 2 |
(b) Accrued and Unpaid Salary and Benefits. Upon termination of Employee’s employment with the Company for any reason, the Company shall pay to Employee, in accordance with the Company’s payroll policies and practices as then in effect, an amount equal to the sum of Employee’s (i) accrued but not yet paid Annual Base Salary, if any, through the Date of Termination at the rate in effect at the time Notice of Termination is given, (ii) accrued but unpaid vacation pay, if any, (iii) earned and accrued but not yet paid performance-based bonus, if any, with respect to the year ended prior to the Date of Termination and (iv) and all other benefits payable under the terms of any vested employee benefit plan or other arrangement as of the Date of Termination (collectively, the “Accrued Obligations”) in a lump sum, payable within thirty (30) days following the Date of Termination. As a condition to the Company’s obligations under this Section 5(b), Employee shall execute and deliver to the Company a general release of any claims that Employee may have against the Company, or any of the Company’s Affiliates, as of the termination of Employee’s employment with the Company, in form and substance reasonably satisfactory to the Company. Notwithstanding anything in this Section 5(b) to the contrary, the Company’s obligation to pay the severance benefits under this Agreement shall terminate immediately upon Employee’s breach of any of the provisions of this Agreement including, without limitation, the PIIA.
(c) Severance Benefits. If the Company terminates Employee’s employment with the Company without Cause or the Employee resigns for Good Reason, then in addition to the amounts to be paid to Employee under Section 5(b), the Company shall pay Employee benefits in an aggregate amount equal to (i) three (3) months of the Annual Base Salary in effect on the Date of Termination, and (ii) the amount of the bonus (pro-rated for any partial year), if any, earned by Employee (per the provisions of Section 3(b)) for the calendar year of the Date of Notice of Termination. The payment of the Annual Base Salary under this Section 5(c) shall be paid in equal installments over a period of three (3) months following either Party’s Notice of Termination of Employee’s employment with the Company and otherwise in accordance with the Company’s payroll policies and practices as then in effect. The payment of any pro-rated bonus under this Section 5(c) shall be determined and paid in accordance with Section 3(b) hereto. As a condition to the Company’s obligations under this Section 5(c), Employee shall execute and deliver to the Company a general release of any claims that Employee may have against the Company, or any of the Company’s Affiliates, as of the termination of Employee’s employment with the Company, in form and substance reasonably satisfactory to the Company. Notwithstanding anything in this Section 5(c) to the contrary, the Company’s obligation to pay the severance benefits under this Agreement shall terminate immediately upon Employee’s breach of any of the provisions of this Agreement including, without limitation, the PIIA.
(d) Death. If, during the Term of Employment, the Employee dies, (i) the Employee’s employment shall terminate and (ii) the Company will pay to the Employee’s estate the Accrued Obligations, in addition to any payments the Employee’s spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or other arrangement or life insurance policy maintained by the Company. Such payments and benefits payable by the Company shall be in addition to other rights and benefits the Employee’s spouse, beneficiaries or estate may be entitled to receive under all employee benefit plans in accordance with the terms of such plans.
(e) Disability. If, during the Term of Employment, the Employee suffers a Disability, (i) the Employee’s employment will terminate on the Date of Termination and (ii) the Company will pay to the Employee or the Employee’s estate the Accrued Obligations, in addition to any payments the Employee’s spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or other arrangement or life insurance policy maintained by the Company. Such payments and benefits payable by the Company shall be in addition to other rights and benefits the Employee’s spouse, beneficiaries or estate may be entitled to receive under all employee benefit plans in accordance with the terms of such plans.
| 3 |
(f) General Termination Provisions.
(i) Any termination of the Employee’s employment by the Company or by the Employee (other than termination because of the death of the Employee) shall be communicated by written Notice of Termination to the other party hereto.
(ii) Upon the occurrence of an event described in clauses (a) through (e) of the definition of Good Reason, the Employee may terminate his employment hereunder for Good Reason with ninety (90) days notice (or, if the Good Reason arises from the Company’s failure to pay monies due to the Employee, thirty (30) days) thereafter by giving a Notice of Termination to the Company to that effect. If any of the occurrences constituting Good Reason may be cured, the Company shall have the opportunity to cure any such effect for a period of thirty (30) days (or, if the Good Reason arises from the Company’s failure to pay monies due to the Employee, thirty (30) days) following receipt of the Employee’s Notice of Termination. If the Company fails to cure any such occurrence, the termination for Good Reason shall become effective on the date specified in the Employee’s Notice of Termination.
(iii) In the case of any termination of the Employee for Cause, the Company will give the Employee a Notice of Termination describing in reasonable detail, the facts or circumstances giving rise to the Employee’s termination. The Employee’s termination for Cause shall be effective as of the date specified in the Notice of Termination or of the Employee’s failure to comply.
(iv) In consideration of the severance benefits provided under this Agreement, the Employee agrees that for a period of 6 months following the Termination Date (the “Restricted Period”), the Employee shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the Company’s business. During the Restricted Period, the Employee shall not, directly or indirectly, solicit, recruit, or attempt to hire any employees of the Company or induce any client, customer, or business partner to terminate or reduce its relationship with the Company. The Employee acknowledges that this non-compete restriction is reasonable in duration, geography, and scope, and is necessary to protect the Company’s legitimate business interests. In the event that any portion of this provision is deemed unenforceable, a court may modify the provision to render it enforceable to the maximum extent permitted by law. The Employee agrees that any breach of this provision may result in irreparable harm to the Company, and the Company shall be entitled to seek injunctive relief in addition to any other remedies available under law.
(v) In accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Employee (and any eligible dependents) shall have the right to continue group health plan coverage for the period required by law following termination of employment or another qualifying event. The Employee shall be responsible for the full cost of COBRA premiums unless otherwise specified in this Agreement. If the Employee’s termination is due to [reason, e.g., involuntary termination without cause], the Company agrees to pay COBRA premiums for a period of three months, provided the Employee timely elects COBRA continuation coverage and remains eligible. Thereafter, the Employee shall be responsible for any remaining COBRA premiums. The Employee understands that COBRA rights are governed by federal law, and this provision does not modify any statutory rights or obligations under COBRA.
6. Employee’s Representations. Employee hereby represents and warrants to the Company that: (a) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound; (b) Employee is not a party to or bound by any employment agreement, non-compete agreement, confidentiality agreement or other restrictive covenant with any other Person; and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.
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7. Definitions. The following terms have the meanings set forth in this Section 7:
“Affiliate” with respect to any Person means any other Person that directly or indirectly controls, is controlled by or is under common control with the first Person. For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Annual Base Salary” has the meaning set forth in Section 3(a).
“Benefits” has the meaning set forth in Section 3(c).
“Cause” means any: (i) commission by Employee of a felony or any other act or omission by Employee involving dishonesty, embezzlement, misappropriation, fraud or moral turpitude; (ii) (A) misconduct by Employee in the performance of his duties under this Agreement which has caused, demonstrable and serious injury, monetary or reputational, to the Company or any of its Affiliates, (B) gross negligence by Employee in the performance of Employee’s duties under this Agreement, or (C) any breach by Employee of a fiduciary duty owed to the Company or any of its Affiliates; (iii) failure of Employee to follow the reasonable directives of the Board and the officers of the Company to whom Employee reports within ten (10) days after receipt of written notice from the Company of such failure; (iv) breach by Employee of any of Employee’s obligations under this Agreement (including the PIIA), and such breach, to the extent curable, has not been remedied within ten (10) days following receipt of written notice from the Company of such breach; (v) breach by Employee of any other agreement between Employee and the Company or any of its Affiliates; or (vi) any other misconduct or gross negligence by Employee which has caused demonstrable and serious injury, monetary or reputational, to the Company or any of its Affiliates.
“Company” has the meaning set forth in the preamble to this Agreement.
“Date of Termination” shall mean: (1) if the Employee’s employment is terminated by Employee’s death, the date of such death; (2) if the Employee’s employment is terminated because of a Disability, then thirty (30) days after Notice of Termination is given (provided that the Employee shall not have returned to the performance of Employee’s duties on a full-time basis during such thirty (30) day period); (3) if the Employee’s employment is terminated by the Company for Cause or by the Employee for Good Reason, then, subject to Sections 5(f)(ii) or (iii) below, the date specified in the Notice of Termination; or (4) if the Employee’s employment is terminated for any other reason, the date on which a Notice of Termination is given.
“Disabled” means Employee is unable, by reason of accident or illness (including mental illness), to perform Employee’s duties with the Company or its subsidiaries for one hundred and twenty (120) consecutive days or for one hundred and eighty (180) cumulative days during any 365-day period, as determined in good faith by the Board of Directors of the Company based on the opinion of a licensed physician selected by the Company or its insurers and reasonably acceptable to the Employee or the Employee’s legal representatives.
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“Effective Date” has the meaning set forth in the preamble to this Agreement.
“Employee” has the meaning set forth in the preamble to this Agreement.
“Good Reason” shall mean any of the following occurrences:
(a) the assignment, without Employee’s consent, to the Employee of any duties materially inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as contemplated by Section 2, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee;
(b) any removal by the Company without Employee’s consent of the Employee from Employee’s position indicated in Section 2, except in connection with termination of the Employee’s employment for Cause, death or Disability;
(c) a reduction in the Employee’s Annual Base Salary or any other failure by the Company to comply with Section 3 hereof that is not consented to or approved by the Employee; or
(d) a failure by the Company to materially comply with any other term or provision of this Agreement.
Notwithstanding the above, the occurrence of any of the events described above will not constitute “Good Reason” unless (A) Employee gives the Company written notice within 90 days after the initial occurrence of an event that Employee believes constitutes Good Reason and describes in such notice the details of such event; (B) the Company thereafter fails to cure any such event within the time periods set forth herein; and (C) Employee’s Termination Date as a result of such event occurs within ninety (90) days after the initial occurrence of such event.
“Initial Term” has the meaning set forth in Section 1.
“Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated.
“Person” means any natural person, general partnership, limited partnership, corporation, trust, limited liability company or other association or entity, or the United States of America or any other nation, state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.
“Renewal Term” has the meaning set forth in Section 1.
“Term of Employment” has the meaning set forth in Section 1.
8. Return of Records and Property. Upon termination of Employee’s employment with the Company or at any time upon the Company’s request, Employee shall promptly deliver to the Company any and all of the Company’s and its Affiliate’s records and any and all of the Company’s and its Affiliate’s property in Employee’s possession or under Employee’s control, including manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential, proprietary or other secret information of the Company or its Affiliates and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, telephones and other electronic equipment belonging to the Company or its Affiliates.
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9. Entire Agreement. This Agreement sets forth the entire understanding of the parties regarding this subject matter and supersedes all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the parties regarding this subject matter (including any “compensation proposal,” offer letter, letter of intent, and any prior employment or similar agreement between the parties, but excluding any breaches by Employee thereunder prior to the date hereof).
10. Assignment. This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives and assigns of each party, but no rights, obligations or liabilities of Employee under this Agreement will be assignable without the prior written consent of the Company.
11. Amendment; Waivers. This Agreement may be amended or modified only by a writing executed by the parties to this Agreement. None of the terms of this Agreement will be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by an authorized representative of the party to be bound. Any such signed waiver will be effective only in the specific instance and for the specific purpose for which it was made or given.
12. Represented by Counsel. Employee acknowledges that he has been provided with the right and opportunity to consult with an attorney or other personal advisor concerning the legal effect of this Agreement and the rights and obligations hereunder and the Company have under this Agreement, and that Employee enters into this Agreement voluntarily.
13. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier (charges prepaid), or sent by confirmed facsimile or email (and followed with an additional copy send by one of the first three methods) to the recipient at the address indicated on the signature page to this Agreement, or to such other persons and/or at such other addresses as may be designated by a party by written notice served in accordance with the provisions of this Section 13.
14. Severability. Each section and subsection of this Agreement constitutes a separate and distinct provision of this Agreement. It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applicable in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is adjudicated to be invalid, ineffective or unenforceable, the remaining provisions will not be affected by such adjudication. The invalid, ineffective or unenforceable provision will, without further action by the parties, be automatically amended to effect the original purpose and intent of the invalid, ineffective or unenforceable provision; provided, however, that such amendment will apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.
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15. Applicable Law; Arbitration. All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement, and any disputes or controversies arising hereunder, shall be governed by the laws of the State of Washington without giving effect to any choice or conflict of law provision or rule, even if Employee may work for the Company outside of Washington or the United States. Any dispute between the Company and Employee in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) in Seattle, Washington. Arbitration shall be initiated by a written demand for arbitration specifying the controversy or claim on which arbitration is sought, as well as the relief requested, and held in Seattle, Washington unless the parties mutually select another venue, by a single arbitrator. The decision of the arbitrator shall be rendered in thirty (30) days, be nonappealable and final and binding upon the parties hereto, and judgment upon the award rendered by the arbitrator may be entered into any court having jurisdiction. Notwithstanding the foregoing, either party may seek equitable relief by court action before or after instituting arbitration, including, without limitation, seeking and obtaining temporary restraining orders, injunctions or other provisional or ancillary remedies, and the institution and maintenance of any such action shall not constitute a waiver of the right to arbitrate any controversy or claim. The arbitrator shall award the costs and expenses of arbitration, including attorneys’ fees, to the prevailing party as part of such party’s award, in addition to all other relief granted. This arbitration provision is intended by the parties to be self-executing.
16. Income Tax Reporting; Withholding. Employee shall report the Annual Base Salary, any bonus and all other payments made to Employee under this Agreement as ordinary income for Federal, State and local tax income tax purposes and all such compensation and other payments shall be subject to withholding.
17. 409A. This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement either shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) under Treasury Regulation section 1.409A-1(b)(9)(iii) or otherwise or shall comply with the requirements of Code Section 409A; provided, however, that notwithstanding anything to the contrary in this Agreement in no event shall the Company be liable to Employee for or with respect to any taxes, penalties or interest which may be imposed upon Employee pursuant to Code Section 409A. In accordance with the preceding sentence, the date on which a “separation from service” pursuant to Code Section 409A occurs shall be treated as the termination of employment date for purposes of determining the timing of payments and benefits under this Agreement to the extent necessary to have such payments and benefits under this Agreement be exempt from the requirements of Code Section 409A or comply with the requirements of Code Section 409A.
18. Delivery by Electronic Means. This Agreement and any amendments hereto, to the extent signed and delivered by means of a PDF, facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such contract shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or other electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.
19. Attorneys Fees. Should either party employ attorneys to enforce any of the provisions of this Agreement, the party losing in any final judgment agrees to pay the substantially prevailing party all reasonable costs, charges and expenses, including reasonable attorneys' fees, expended or incurred in connection therewith.
20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the date first above written.
| COMPANY: | AIRHSIP AI HOLDINGS, INC. | ||
| By: | /s/ Victor Huang | ||
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| Printed Name: Victor Huang | |
| Its: CEO | |||
| EMPLOYEE: |
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| By: | /s/ Yanda Ma |
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| Printed Name: Yanda Ma |
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| Its: Chief Technology Officer |
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EXHIBIT A
Employee Proprietary Information and Inventions Agreement
(See attached)
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EXHIBIT B
2025 Bonus Program for CTO
(See attached)
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) and 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Victor Huang, certify that:
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| 1. | I have reviewed this quarterly report on Form 10-Q of Airship AI Holdings, Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 6, 2026
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| /s/ Victor Huang |
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| Victor Huang |
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| Chief Executive Officer (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) and 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark E. Scott, certify that:
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| 1. | I have reviewed this quarterly report on Form 10-Q of Airship AI Holdings, Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 6, 2026
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| /s/ Mark E. Scott |
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| Mark E. Scott |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Quarterly Report of Airship AI Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Victor Huang, Chief Executive Officer (Principal Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2026
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| /s/ Victor Huang |
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| Victor Huang |
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| Chief Executive Officer (Principal Executive Officer) |
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A signed original of this written statement required by Section 906 has been provided to Airship AI Holdings, Inc. and will be retained by Airship AI Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to §18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Quarterly Report of Airship AI Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Mark E. Scott, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2026
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| /s/ Mark E. Scott |
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| Mark E. Scott |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
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A signed original of this written statement required by Section 906 has been provided to Airship AI Holdings, Inc. and will be retained by Airship AI Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to §18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.