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United States securities and exchange commission logo
February 21, 2024
Victor Huang
Chief Executive Officer
Airship AI Holdings, Inc.
8210 154th Ave NE
Redmond, WA 98052
Re:Airship AI Holdings, Inc.
Registration Statement on Form S-1
Filed February 7, 2024
File No. 333-276932
Dear Victor Huang:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
Risk Factors, page 8
2.In your risk factors and MD&A section, disclose the exercise prices of the warrants
compared to the market price of the underlying securities and the likelihood that warrant
holders will not exercise their warrants. Disclose that cash proceeds associated with the
exercises of the warrants are dependent on the stock price. As applicable, describe the
impact on your liquidity and update the discussion on the ability of your company to fund
your operations on a prospective basis with your current cash on hand.

 FirstName LastNameVictor Huang
 Comapany NameAirship AI Holdings, Inc.
 February 21, 2024 Page 2
 FirstName LastName
Victor Huang
Airship AI Holdings, Inc.
February 21, 2024
Page 2
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, certain private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 48
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Derek Xu and Victor Huang and their affiliates, beneficial owners
of 40.5% and 30% of your outstanding shares, respectively, will be able to sell all of their
shares for so long as the registration statement of which this prospectus forms a part is
available for use.
Liquidity and Capital Resources as of September 30, 2023 and 2022, page 54
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the Business Combination. For example, disclose the
total number of public shares that were redeemed since the SPAC IPO and in connection
with the Business Combination and the resulting amount of funds you received from the
trust account. Disclose the amount of debt and other securities issued, net proceeds
received, and fees paid or payable to finance the company and its obligations in
connection with and following the Business Combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their securities, and the price that
the public securityholders acquired their shares and warrants. Disclose that while the
selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading

 FirstName LastNameVictor Huang
 Comapany NameAirship AI Holdings, Inc.
 February 21, 2024 Page 3
 FirstName LastName
Victor Huang
Airship AI Holdings, Inc.
February 21, 2024
Page 3
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alexandra Barone at 202-551-8816 or Kathleen Krebs at 202-551-3350
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell S. Nussbaum