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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 1707 added, 1441 removed, 78 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2022, as such term

is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal

financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective

as of December 31, 2022, because of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically,

the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments

was not effectively designed or maintained.

This material weakness resulted in the restatement of the Company’s balance sheet as

of March 23, 2021 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

Additionally, this material

weakness could result in a misstatement of the warrant liability, Class A ordinary shares and related accounts and disclosures that would

result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Disclosure controls and procedures

are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our principal executive officer and principal financial officer or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the

benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no

evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and

instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and

regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

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 or compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer assessed the

effectiveness of our internal control over financial reporting as of December 31, 2022.

In making these assessments, management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, our Chief Executive Officer determined that our internal controls over

financial reporting were not effective as of December 31, 2022, because of material weaknesses in our internal control over financial

Specifically, our management has concluded that our control around the interpretation and accounting for certain complex financial

instruments was not effectively designed or maintained.

This Annual Report on Form

10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to status

as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

There was no change in our

internal control over financial reporting that occurred during the fiscal year ended December 31, 2022 covered by this Annual Report on

Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except

for the below:

Our principal executive officer

and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting

with subject matter experts related to the accounting for certain complex financial instruments.

The Company’s management has expended,

and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control

over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements

and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure

that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

(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 this evaluation, our principal executive and principal financial officers concluded as of December 31, 2023 that our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Management's Report on Internal Control Over Financial Reporting.

As discussed elsewhere in this Annual Report, we completed the Business Combination on December 21, 2023.

Prior to the Business Combination, our predecessor, Byte Acquisition Corp., was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

As a result, Byte’s previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as Byte’s liabilities and operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

The design of our internal controls over financial reporting post-Business Combination has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of December 31, 2023.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.

Since the Merger and until December 31, 2023, 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.

(d) Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Rover have been detected

OTHER INFORMATION.

Non-Redemption Agreements

On March 8, 2023, the Company entered into Non-Redemption

Agreements with the Non-Redeeming Shareholders holding Class A Ordinary Shares of the Company.

Pursuant to the Non-Redemption Agreements,

each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Shares in connection with the vote to amend the Company’s

Articles to extend the date by which the Company has to consummate an initial business combination from March 23, 2023 to September 25,

2023 and (b) vote their Shares in favor of the Extension presented by the Company for approval by its shareholders.

In connection with

the foregoing, the Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended Date.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

We have no information to disclose that was required to be disclosed in a report on Form 8-K during fourth quarter of fiscal year 2023 but was not reported.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Our directors and executive officers are as follows:

Kobi Rozengarten

Executive Chairman Director

Chief Executive Officer, Chief Financial Officer and Director

Vadim Komissarov

Louis Lebedin

Kobi Rozengarten ,

our Executive Chairman, has over 35 years of experience in investment and management positions in the multinational and Israeli technology

sector, with a focus on the fields of semiconductors, cloud computing, and enterprise software.

Rozengarten has been the Chief Executive

Officer of Rozengarten Management Ltd.

since December 2008.

Rozengarten has experience as a sponsor of various SPACs since 2019.

an entrepreneur, venture capitalist and board member, Mr.

Rozengarten has led 12 start-ups with a total exit value of over $2.5 billion.

Rozengarten served from 2007 to 2019 as a General Partner and then as Managing Partner in Jerusalem Venture Partners, a leading Israeli

venture capital firm with $1.5 billion assets under management.

In this capacity, Mr.

Rozengarten led or co-led more than 25 deals and

was instrumental in leading many of Jerusalem Venture Partners’s exits including the sale of Altair Semiconductor to Sony, CyOptics,

to Avago, XtremIO to EMC and Dune Network to Broadcom Inc.

From 1997 to 2007, Mr.

Rozengarten served as a COO and President of Saifun

Semiconductors Ltd., a leading provider of IP solutions for the non-volatile (Flash) memory market, and was responsible for the formulation

and execution of the company’s business strategy and co-led its IPO on Nasdaq, raising $270 million at a valuation of $1 billion.

From 1987 to 1996, Mr.

Rozengarten held multiple positions, as VP of Operation and VP of Business Development with K&S, a US based

leading supplier of equipment for the semiconductor industry, and was the Managing Director of Micro-Swiss, K&S’s subsidiary

Rozengarten began his career in 1983 as a programmer and Financial Controller at Elbit Systems Ltd., an Israel-based international

defense electronics company.

Rozengarten serves as a member of the Board of Governors of Technion.

He holds B.Sc.

in Industrial and Management Engineering from Technion and participated in an Executive MBA program at Stanford University.

has been our Chief Financial Officer since January 2021 and our Chief Executive Officer since November 2022.

Gloor is an experienced

investment banker that has transacted in the TMT, consumer, healthcare, industrial, oil & gas and specialty finance verticals.

November 2020, Mr.

Gloor has been the Founder and Managing Member of Sagara Group, LLC, where he specializes in strategic consulting and

business services for growth-stage companies, alternative asset managers and others.

From October 2018 to August 2020, Mr.

member of the Financial Institutions Group at Nomura specializing in SPAC and Specialty Finance investment banking.

From November 2014

to September 2018, Mr.

Gloor was a member of the Advisory & Financing Group at Societe Generale Corporate & Investment Banking,

where he provided event-driven bridge and term lending and capital structure advisory services to blue-chip corporate clients and completed

several prominent financing transactions supporting M&A and corporate actions.

Gloor received an M.Sc.

in Accounting and Finance

from the London School of Economics and Political Science in London, United Kingdom and a BBA from the Norwegian Business School in Oslo,

Vadim Komissarov ,

one of our directors, is a seasoned investment and merchant banker with over 20 years of international experience in technology and telecommunications,

including advising companies in large investments in the high-tech telecom industry.

Komissarov has been a Director and Chief Financial

Officer of Trident Acquisitions Corp since April 2016, the Chief Executive Officer of Trident Acquisitions Corp since November 2020, and

since May 2015, has been the Chief Executive Officer of VK Consulting.

From April 2019 to November 2020, Mr.

Komissarov was a Founder

and Director of Netfin, which merged and completed a $250 million business combination with Triterras in November 2020.

From 2014 through

Komissarov represented The UMW Holdings Berhad as an Investment Advisor.

From 1999 to 2014, Mr.

Komissarov held senior level

management positions with Russian investment banks such as Troika Dialog and Vnesheconombank.

In his role as Executive Director of Globex

Capital and Chairman of Vnesheconombank Capital Americas, Mr.

Komissarov was responsible for its worldwide corporate finance practice

from September 2009 to March 2014.

Komissarov started his investment banking career in 1998 in New York working for international

banks, including Merrill and BNY Mellon, handling private equity transactions and alternative dispute resolution programs for Eastern

European clients.

Komissarov holds an MBA degree from New York University’s Stern School of Business.

Oded Melamed ,

one of our directors, is an entrepreneur with over 30 years of experience in management positions in the Israeli high-tech sector.

Melamed is currently the Chief Executive Officer of Kiralis Technologies Ltd., a company enabling the development of safer drugs by providing

affordable and timely access to pure enantiomers.

From 2005 to 2019, Mr.

Melamed was the founder and Chief Executive Officer of Altair

Semiconductor, a leading semiconductor company in the cellular IoT space.

The company was acquired by Sony in 2016 for $212 million.

to founding Altair Semiconductor, Mr.

Melamed was Director of Cable Modem Communications at Texas Instruments from 1999 to 2005.

role, he managed Altair Semiconductor after its acquisition by Texas Instruments, and played a key role in transitioning the business

into profitability.

From 1997 to 1999, Mr.

Melamed was product line manager at Libit Signal Processing Ltd., an Israeli fabless semiconductor

start-up company that developed CATV modems.

Libit Signal Processing Ltd.

was acquired by Texas Instruments in 1999 for $365 million.

From 1995 to 1997, Mr.

Melamed was with Motorola Solutions, Inc., and was involved in the development and deployment of the first CDMA

cellular system in Israel.

From 1989 to 1995, Mr.

Melamed was an officer in the Israel Defense Force, Intelligence Corps.

He holds B.Sc.

degrees in Electrical Engineering, Cum Laude, from Tel-Aviv University, and an EMBA degree from Kellogg-Recanati International

Executive MBA program, Northwestern University/Tel-Aviv University.

The following table sets forth certain information about our current directors and executive officers:

Chief Executive Officer and Chairman of the Board and Director

Chief Operating Officer, Secretary, Treasurer and Director

Chief Technology Officer

Chief Financial Officer

Peeyush Ranjan

Louis Lebedin

one of our directors, has over 25 years of banking experience with a proven track record of building and leading a world class business.

Set forth below is information regarding our directors and executive officers as of the date of this report.

Victor Huang joined Airship AI as its first employee in October 2004.

Huang has served as our Chief Executive Officer and Chairman of the Board since December 2023.

He has served as Airship AI’s Chief Executive Officer since April 2007 and a member of the Board of Directors of Airship AI since March 2005 and as Chairman of the Board beginning in January 2012.

From June 1996 to September 2004, Mr.

Huang was an independent trader and investor.

From January 1992 to June 1996, Mr.

Huang worked at Smith Barney as a financial consultant.

Huang attended University of Washington where he studied business administration.

Derek Xu is a co-founder of Airship AI.

Xu has served as our Chief Operating Officer, Secretary and Treasurer and a member of the Board since December 2023.

He has served as Airship AI’s Chief Operating Officer, Secretary and Treasurer since March 2022 and as a member of the Board of Directors since the incorporation of Airship AI in 2003.

Xu also previously served as Airship AI’s Chief Technology Officer from April 2007.

Prior to 2003, Mr.

Xu co-founded and sold his Web service company that provided eCommerce solutions for small businesses.

Before that, Mr.

Xu worked in leadership positions at various tech companies where he helped develop and launch several Web based products for financial institutions.

Xu holds a Ph.D.

degree in Geophysics from University of Washington.

Paul Allen has served as our President since December 2023.

He has served as Airship AI’s President since 2019.

Allen joined Airship AI as the Director of Business Development in 2015 and was promoted to Vice President of Sales in 2017 before being promoted to President in 2019.

Prior to joining Airship AI, Mr.

Allen was partner at a boutique firm in Northern Virginia, providing technical goods and services to the U.S.

Government and Department of Defense, which he left following a successful private acquisition.

Allen previously spent 14 years with IBM, leaving as a Business Unit Executive in their partner channel organization to pursue a career in direct support of the U.S.

Government and Department of Defense.

Allen retired from the U.S.

Army 1 st Special Forces Command in 2021 with over 28 years of service, the majority of which he spent in the U.S.

Army Special Forces as a Green Beret, retiring as the 3 rd Battalion 20 th Special Forces Group (National Guard) Senior Warrant Officer at the rank of Chief Warrant Officer 3 (CW3).

Allen holds a bachelor’s degree in Strategic Studies & Defense Analysis from Norwich University.

Yanda Ma has served as our Chief Technology Officer since December 2023.

He has served as Airship AI’s Chief Technology Officer since March 2022.

Previously, Mr.

Ma was Airship AI’s Vice President Engineering, a position he held from 2005.

His primary role is aligning the direction of engineering and product development to the strategic goals of Airship AI.

To that end, over the years Mr.

Ma has developed multiple evolutions of Airship AI’s product offerings from introducing Airship Enterprise Management, re-focusing with a government specific surveillance solution, delivering innovative edge solutions such as Nexus Outpost and creating value-add through end-to-end solution sets.

Ma holds a bachelor’s degree in EECS from U.C.

He has over twenty years of technology leadership experience in the streaming video and security industries and has been awarded multiple patents for key technologies he has helped develop over the course of his career.

Scott has served as our Chief Financial Officer since March 1, 2024.

He served as Interim Chief Financial Officer of Airship AI since November 2021 and served as a consultant from February 2021 to November 2021.

Scott has served as a consultant and Chief Financial Officer for Valterra Partners LLC, a private equity firm, from 2017 to 2024.

Scott also served as a consultant and Chief Financial Officer of Valuto, Inc., a bitcoin kiosk company, from January 2021 to November 2021.

Scott served as a consultant and Chief Financial Officer from August 2014 to December 2020 of GrowLife, Inc., an equipment supplier to the cultivation industry.

Scott also served as a member of the Board of Directors and Secretary of GrowLife, Inc.

from February 2017 to December 2020.

Scott has operated a wholly owned consulting firm where he advises companies on financial matters.

Scott has significant financial, SEC and merger and acquisition experience in public and private microcap companies.

Scott is a certified public accountant and received a Bachelor of Arts in Accounting from the University of Washington.

Peeyush Ranjan has served as a member of the Board since December 2023.

From 2017 to present and from 2006-2015, Mr.

Ranjan has served as VP, Director or Manager of Engineering at Google, a technology services firm.

From 2015 to 2016, he was CTO of Flipkart, an e-commerce services company based in India, and a VP of Engineering at Airbnb.

Previously, he was part of engineering teams at Consera Technologies, Hewlett Packard, Infospace, Inc.

and Microsoft.

He holds a B.Tech.

degree in Computer Science from IIT Kharagpur, an M.S.

in Computer Science from Purdue University and an M.B.A.

in Technology Management from University of Washington.

Louis Lebedin has served as a member of the Board since March 2021.

Lebedin has over 25 years of banking experience with a proven track record of building and leading a world class business.

From 2017 to 2019, Mr.

1 unchanged sentence

From 2006 to 2012, Mr.

Lebedin was global head of JP Morgan’s prime brokerage business, a leading provider of clearing and financing

services for equity and fixed income hedge funds.

He was responsible for defining and executing the strategy for the business, to expand

its market share while continuing to meet the evolving needs of its hedge fund clients.

Lebedin was global head of JP Morgan’s prime brokerage business, a leading provider of clearing and financing services for equity and fixed income hedge funds.

He was responsible for defining and executing the strategy for the business, to expand its market share while continuing to meet the evolving needs of its hedge fund clients.

From 2008 to 2012, Mr.

Lebedin served on JP Morgan

Clearing Corp.’s Operations Committee and the Equities Division’s Executive Committee.

Lebedin served on JP Morgan Clearing Corp.’s Operations Committee and the Equities Division’s Executive Committee.

From 2001 to 2005, Mr.

the chief operating officer and chief financial officer of Bear Stearns’s Global Clearing Services division.

Lebedin joined

the Clearance Division in 1988 assuming the role of controller before being promoted to chief financial officer in 1996.

1987, he worked at Coopers & Lybrand, rising to the level of audit manager specializing in financial services.

Lebedin holds a

Lebedin was the chief operating officer and chief financial officer of Bear Stearns’s Global Clearing Services division.

Lebedin joined the Clearance Division in 1988 assuming the role of controller before being promoted to chief financial officer in 1996.

From 1980 to 1987, he worked at Coopers & Lybrand, rising to the level of audit manager specializing in financial services.

Lebedin holds a B.S.

in accounting from Syracuse University, and he earned his CPA license in 1982.

Number and Terms of Office of Officers and

Our board of directors consists

of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except

for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with Nasdaq corporate

governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following

our listing on Nasdaq.

The term of office of the first class of directors, consisting of Mr.

Lebedin, will expire at our first annual

meeting of shareholders.

The term of office of the second class of directors, consisting of Messrs.

Melamed and Gloor, will expire at

the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Messrs.

Komissarov and Rozengarten,

will expire at the third annual meeting of shareholders.

Our officers are appointed

by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

directors is authorized to appoint officers as it deems appropriate pursuant to our Articles.

Director Independence

The rules of the Nasdaq require

that a majority of our board of directors be independent within one year of our IPO.

An “independent director” is defined

generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

Our board of directors

has determined that each of Messrs.

Komissarov, Melamed and Lebedin are “independent directors” as defined in the Nasdaq listing

standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors

Board Committees

Amit Mital has served as a member of the Board since December 2023.

Mital has over two decades of experience in the tech field and currently serves as CEO and founder of Kernel Labs, which focuses on machine learning, virtual reality and cybersecurity, a position he also held from 2018 to 2021.

From 2021 to 2022, Mr.

Mital was on the National Security Council (NSC) as the senior director for cybersecurity strategy and policy and also served in the White House as a special assistant to the President.

Before Kernel Labs, Mr.

Mital was chief technology officer at Symantec Corporation, where he oversaw technology strategy for the cybersecurity company from 2013-2015.

While at Kernel Labs, Mr.

Mital was also co-founder and chairman of the blockchain-based distributed identification platform Trusted Key, which was later acquired by Workday.

Mital’s longest-tenured job came at Microsoft, where he worked as a corporate vice president for 20 years, and as a general manager concurrently for seven years.

Mital holds a Master of Science degree in Engineering from Dartmouth College.

Term of Office

Our directors currently have terms which will end at our next annual meeting of stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal.

Officers serve at the discretion of the Board.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

The Board’s Role in Risk Oversight

The Company’s business and affairs are managed under the direction of the Board.

The Board consists of five directors, including three independent directors, namely Amit Mital, Peeyush Ranjan and Louis Lebedin.

A director is not required to hold any shares in the Company to qualify as a director.

The Board has extensive involvement in the oversight of risk management related to the Company and its business and will accomplish this oversight through the regular reporting to the Board by the audit committee.

The audit committee represents the Board by periodically reviewing the Company’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements.

Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee reviews and discusses all significant areas of the Company’s business and summarize for the Board all areas of risk and the appropriate mitigating factors.

In addition, the Board receives periodic detailed operating performance reviews from management.

Controlled Company Exemption

Victor Huang, Airship AI’s co-Founder and our Chief Executive Officer, and Derek Xu, Airship AI’s co-Founder and our Chief Operating Officer, beneficially own (including shares underlying warrants, stock options and SARs) approximately 70.5% of the combined voting power for the election of directors to the Board, and, as a result, the Company is considered a “controlled company” for the purposes of Nasdaq listing rules.

For so long as the Company remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from certain corporate governance requirements, including that a majority of the Company consist of “independent directors,” as defined under Nasdaq listing rules.

In addition, the Company is not required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with written charters addressing the committees’ purposes and responsibilities and an annual performance evaluation of these committees.

If at any time the Company ceases to be a “controlled company” under Nasdaq listing rules, the Board intends to take any action that may be necessary to comply with Nasdaq listing rules, subject to a permitted “phase-in” period.

Board Meetings and Committees

During our last fiscal year, each of our directors attended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings of the committees on which the director served.

Independent Directors

Nasdaq rules generally require that independent directors must comprise a majority of a listed company’s board of directors.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Company has determined that Peeyush Ranjan, Louis Lebedin, and Amit Mital, representing three of the Company’s five directors, are “independent” as defined in the Nasdaq listing standards and applicable SEC rules.

Committees of the Board of Directors

The Board has established an audit committee, a compensation committee and a nominating and corporate governance committee, which have the responsibilities and authority necessary to comply with applicable Nasdaq and SEC rules.

The Board may from time to time establish other committees.

The Company’s chief executive officer and other executive officers will regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of the Company’s activities and to assist in proper risk management and the ongoing evaluation of management controls.

We believe that the leadership structure of the Board will provide appropriate risk oversight of the Company’s activities.

Audit Committee

We have established an audit

committee of the board of directors.

Komissarov, Melamed and Lebedin will serve as the members of the audit committee, and Mr.

Komissarov will chair the audit committee.

All members of our audit committee are independent of and unaffiliated with our underwriters.

Each member of the audit committee

is financially literate and our board of directors has determined that Mr.

Komissarov qualifies as an “audit committee financial

expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Director Nominations

We do not have a standing

nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or

Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director

nominee for selection by our board of directors.

Our board of directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Messrs.

Komissarov, Melamed and Lebedin.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing nominating

committee, we do not have a nominating committee charter in place.

The board of directors will

also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees

to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting of shareholders).

Our shareholders

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our Articles.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Amit Mital, Peeyush Ranjan and Louis Lebedin serve as members of the audit committee of the Company (the “Audit Committee”), with Mr.

Mital serving as the chairperson.

Each of the members of the Audit Committee satisfies all independence requirements under the applicable rules and regulations of the SEC and Nasdaq.

Our Board has determined that Louis Lebedin possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC and Nasdaq.

The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements.

The Audit Committee is generally responsible for, among other things:

appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

reviewing with the independent auditors any audit problems or difficulties and management’s response;

discussing the annual audited financial statements with management and the independent auditors;

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

reviewing and approving all proposed related party transactions as defined by applicable law or Nasdaq listing requirements;

meeting separately and periodically with management and the independent auditors;

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee

We have established a compensation

committee of the board of directors.

Komissarov and Melamed will serve as the members of the compensation committee, and Mr.

will chair the compensation committee.

All members of our compensation committee are independent of and unaffiliated with our underwriters.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing,

as indicated above, other than the payment of customary fees we may elect to make to members of our board of directors for director service

and payment to an affiliate of our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support

and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of

our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order

to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial

business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements

to be entered into in connection with such initial business combination.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal

counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Peeyush Ranjan and Amit Mital serve as members of the compensation committee of the Company (the “Compensation Committee”), with Mr.

Ranjan serving as the chairperson.

Each of the members of the Compensation Committee satisfies the independence requirements under the applicable rules and regulations of the SEC and Nasdaq.

The Compensation Committee is generally responsible for overseeing and making recommendations to the Board regarding the salaries and other compensation of our Executive Officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.

The Compensation Committee is generally responsible for, among other things:

reviewing and approving the corporate goals and objectives applicable to the compensation of the chief executive officer, evaluating the chief executive officer’s performance, and determining and approving the chief executive officer’s compensation level based on this evaluation;

reviewing and approving the compensation of all other Executive Officers;

reviewing, approving and recommending incentive compensation plans and equity-based plans to the Board and stockholders of the Company for approval, and administering the Company’s incentive compensation plans, equity-based plans and the clawback policy;

reviewing, approving and recommending employment agreements and severance arrangements or plans to the Board for approval;

reviewing all Director compensation and benefits for service on the Board and Board committees, and recommending any changes to the Board as necessary;

overseeing, in conjunction with the Nominating and Corporate Governance Committee, engagement with stockholders and proxy advisory firms on executive compensation matters.

Nominating and Corporate Governance Committee

Peeyush Ranjan and Amit Mital serve as members of the nominating and governance committee of the Company (the “Nominating and Governance Committee”), with Mr.

Ranjan serving as the chairperson.

The Nominating and Governance Committee is generally responsible for identifying and proposing new potential director nominees to the Board for consideration and for reviewing our corporate governance policies.

The Nominating and Governance Committee is generally responsible for, among other things:

determining the qualifications, qualities, skills, and other expertise required to be a director, and developing and recommending to the Board the criteria to be considered in selecting director nominees for the Board’s approval;

identifying and screening individuals qualified to become members of the Board, and considering any director candidates recommended by the Company’s stockholders;

selecting and approving the director nominees to be submitted to a stockholder vote at the stockholders’ annual meeting, subject to approval by the Board;

developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, reviewing these principles and recommending any changes to the Board;

overseeing the Company’s corporate governance practices and procedures, including identifying best practices, and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework;

reviewing the Board’s committee structure and composition and to make recommendations to the Board annually regarding the appointment of directors to serve as members of each committee and committee chairmen;

if a vacancy on the Board and/or any Board committee occurs, identifying and making recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board;

developing and overseeing a Company orientation program for new Directors and a continuing education program for current Directors, periodically reviewing these programs and updating them as necessary;

reviewing and discussing with management disclosure of the Company’s corporate governance practices;

developing and recommending to the Board for approval an officer succession plan, to review such succession plan periodically with the chief executive officer, developing and evaluating potential candidates for executive positions, and recommending to the Board any changes to and any candidates for succession under the succession plan.

Code of Ethics

We have adopted a code of

ethics applicable to our directors, officers and employees (“Code of Ethics”).

A copy of the Code of Ethics will be provided

without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in

a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange

Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file

reports of ownership and changes in ownership with the SEC.

Officers, directors and ten percent shareholders are required by regulation

to furnish us with copies of all Section 16(a) forms they file.

Based solely on review of the copies of such forms furnished to us, or

written representations that no Forms 5 were required, we believe that, during the fiscal year ended December 31, 2022, all Section 16(a)

filing requirements applicable to our officers and directors were complied with.

The Company has adopted code of business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer.

The Company’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

Please note that the Company’s Internet website address is provided as an inactive textual reference only.

The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its Internet website.

Communication with our Board of Directors

Our stockholders and other interested parties may communicate with our Board of Directors by sending written communication in an envelope addressed to “Board of Directors” in care of the Secretary, 8210 154th Avenue NE, Suite 120,

Redmond WA 98052.

Section 16(a) Beneficial Ownership Reporting Compliance

Our executive officers, directors and 10% stockholders are required under Section 16(a) of the Exchange Act to file reports of ownership and changes in ownership with the SEC.

Copies of these reports must also be furnished to us.

Based solely on our review of the copies of such reports received by us, and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended December 31, 2023, all such reports were filed timely.

EXECUTIVE COMPENSATION.

None of our officers or

directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first

listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we pay Sagara Group,

LLC $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our

management team.

We may elect to make payment of customary fees to members of our board of directors for director service.

addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due

diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our

sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made

from funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to

have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial

business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and

consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to

completion of our initial business combination.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees

from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination.

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors

of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid

to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted

solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any

action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with

us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions

with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

We have no compensation plans

under which equity securities are authorized for issuance.

The following table sets forth

information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report, by:

each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;

each of our officers and directors;

all of our officers and directors as a group.

The following table is based

on 41,491,564 ordinary shares outstanding as of February 16, 2023, of which 33,399,251 were Class A ordinary shares (including 32,369,251

public shares and 1,030,000 private placement shares) and 8,092,313 were Class B ordinary shares.

Unless otherwise indicated, it is believed

that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned

Name and Address of Beneficial Owner (1)

Percentage of

Kobi Rozengarten

Vadim Komissarov

This section discusses the material components of the executive compensation program for (i) the individual who served as our principal executive officer during fiscal years 2023 and 2022;

and (ii) our next two most highly compensated executive officers who earned more than $100,000 during fiscal years 2023 and 2022 and were serving as executive officers as of December 31, 2023 or 2022.

We refer to these individuals as our “named executive officers.”

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt following the Business Combination may differ materially from the currently planned programs summarized in this discussion.

As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Summary Compensation Table - Years Ended December 31, 2023 and 2022

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and 2022:

Name and Principal Position

Victor Huang, Chief Executive Officer, Chairman of the Board and Director

Derek Xu, Chief Operating Officer, Director, Secretary and Treasurer

Paul Allen, President (2)

Yanda Ma, Chief Technology Officer

Scott, Interim Chief Financial Officer

These amounts reflect the grant date market value as required by Regulation S-K Item 402(n)(2), computed in accordance with FASB ASC Topic 718.

Allen was paid a discretionary annual bonus of $42,178 during the year ended December 31, 2022.

See “ Outstanding Equity Awards as of the Year Ended December 31, 2022 ” for a discussion of option award compensation.

Outstanding Equity Awards as of the Years Ended December 31, 2023 and 2022

The following table summarizes the number of shares of Airship Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023 and 2022.

The number of shares subject to Airship Options outstanding at the effective time of the Merger, and the exercise price of such Airship Options, have been adjusted to reflect the Merger.

Option Awards

Shares or Units

That Have Not

Unexerciseable

Have Not Vested

Victor Huang (1)

Victor Huang (1)- SARS

Paul Allen (2)

On January 16, 2018, Mr.

Huang received a stock option grant to purchase 1,758,105 shares of common stock, with an exercise price of $0.12 per share.

As of December 31, 2023, 1,758,105 shares were vested.

These shares were valued at $0.11 per share, or $190,000, as of the date of grant.

On January 16, 2018, Mr.

Huang received 1,758,105 stock appreciation rights for past service.

The stock appreciation rights each has a base value of $0.12 per share.

On January 16, 2022, Mr.

Allen received a stock option grant to purchase 935,058 shares of common stock, with an exercise price of $0.57 per share.

Of these options, 467,528 vested immediately, 233,765 vested on December 31, 2022 and 233,765 vested on December 31, 2023.

These options were valued at grant date Black-Scholes value of $1.35 per share, or $1,270,078.

Executive Compensation Arrangements

Other than the annual compensation, bonus and equity incentive awards described above and below, the Company has no other executive compensation, change in control or similar agreements or arrangements.

On March 1, 2024, the Company entered into an employment agreement with Mark E.

Scott, the Company’s Chief Financial Officer, which provides for a base salary of $250,000 annually.

Scott is also eligible to participate in annual performance-based bonus programs established by the Board or Compensation Committee, subject to the achievement of applicable performance criteria established by the Board or Compensation Committee, which shall be determined in good faith by the Board or Compensation Committee.

Scott was also granted options to purchase up to Twenty Five Thousand (25,000) shares of Common Stock with an exercise price equal to $1.49, which options vested in full on the date of issuance.

2022 Combined Incentive and Non-Qualified Stock Option Plan

Related to the Share Exchange Agreement with Super Simple AI, Inc., on February 17, 2022, the Company’s Board of Directors approved the 2022 Combined Incentive and Non-Qualified Stock Option Plan (the “2022 Plan”) to issue options to acquire a maximum of 3,000,000 common stock shares.

Effective upon the Closing, the 2022 Plan will no longer be available for use for the grant of future awards.

The 2022 Plan will continue to govern the terms of awards that have been granted under the 2022 Plan before, and that are still outstanding following, the Merger.

The 2022 Plan provides for the grant of stock options, including options that are intended to qualify as “incentive stock options” under Section 422 of the Code, as well as non-qualified stock options.

Each award is set forth in a separate agreement with the person who received the award which indicates the type, terms and conditions of the award.

Certain Transactions

If as a result of any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar change in our capital stock, the outstanding shares of common stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding shares are converted into or exchanged for other securities of the Company.

or any successor entity, the administrator shall make an appropriate and proportionate adjustment in (i) the maximum number of shares reserved for issuance under the 2022 Plan, (ii) the number and kind of shares or other securities subject to any then outstanding awards under the 2022 Plan, (iii) the repurchase price, if any, per share subject to each outstanding award, and (iv) the exercise price for each share subject to any then outstanding options under the 2022 Plan.

Amendment and Termination

Our board of directors may terminate or amend the 2022 Plan at any time, but no such action shall adversely affect rights under any outstanding award without the holder’s consent.

However, we must generally obtain stockholder approval for any such amendments to the extent required by applicable law.

The administrator may exercise its discretion to reduce the exercise price of outstanding stock options to the then current fair market value if the fair market value of the common stock covered by such option has declined since the date the option was granted, without the approval of the Company’s stockholders.

Upon consummation of the Merger, each outstanding option under the 2022 Plan that was outstanding as of immediately prior to the Effective Time converted into (i) an option (each, a “Converted Stock Option”), on substantially the same terms and conditions as are in effect with respect to such award immediately prior to the Effective Time, to purchase the number of shares of Common Stock, determined by multiplying the number of shares of common stock subject to such award as of immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per share of Common Stock equal to (A) the exercise price per share of common stock of such award divided by (B) the Conversion Ratio, and (ii) the right to receive a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement.

Stock Appreciation Rights Plan

Related to the Share Exchange Agreement with Super Simple AI, Inc., on February 17, 2022, the Company’s Board of Directors approved the 2022 Stock Appreciation Rights Plan (the “SAR Plan”) to issue a maximum of 1,500,000, which was later adjusted to 2,637,150 stock appreciation rights (“SAR”) after the Merger.

As of December 31, 2023, after adjusting for the Merger, there were 1,758,105 SARs outstanding with a base value of $0.12 and January 2028 expiration.

Payment of Appreciation Amount

The appreciation distribution in respect to a SAR may be paid in cash, in common stock of the Company, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the stock appreciation rights agreement evidencing such SAR.

Amendment and Termination

Our board of directors may terminate or amend the SAR Plan at any time, but no such action shall adversely affect rights under any outstanding award without the holder’s consent.

Upon consummation of the Merger, each SAR granted under the SAR Plan that was outstanding immediately prior to the Effective Time converted into a stock appreciation right denominated in shares of Common Stock (each, a “Converted SAR”).

Each Converted SAR will continue to have and be subject to substantially the same terms and conditions as were applicable to such SAR immediately prior to the Effective Time, except that (i) each Converted SAR will cover that number of shares of Common Stock equal to (A) the product of (1) the number of shares of common stock subject to such SAR immediately prior to the Effective Time and (2) the Conversion Ratio and (B) a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement, and (ii) the per share base value for each share of Common Stock covered by the Converted SAR will be equal to the quotient obtained by dividing (A) the base value per share of common stock of such SAR immediately prior to the Effective Time by (B) the Conversion Ratio.

2023 Equity Incentive Plan

The Company has adopted the Equity Incentive Plan, which plan was approved by stockholders at the extraordinary general meeting.

This section summarizes certain principal features of the Equity Incentive Plan.

The Equity Incentive Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentive awards to its officers, employees, directors, consultants and advisers.

The purpose of the Equity Incentive Plan is to help the Company attract, motivate and retain such persons with awards under the Equity Incentive Plan and thereby enhance shareholder value.

Administration.

The Equity Incentive Plan is administered by the Board, and upon consummation of the Merger will be administered by the compensation committee of the Board, which shall consist of three members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and “independent” for purposes of any applicable listing requirements.

If a member of the compensation committee is eligible to receive an award under the Equity Incentive Plan, such compensation committee member shall have no authority under the plan with respect to his or her own award.

Among other things, the compensation committee has complete discretion, subject to the express limits of the Equity Incentive Plan, to determine the directors, employees and nonemployee consultants to be granted an award, the type of award to be granted the terms and conditions of the award, the form of payment to be made and/or the number of shares of common stock subject to each award, the exercise price of each option and base price of each stock appreciation right (“SAR”), the term of each award, the vesting schedule for an award, whether to accelerate vesting, the value of the common stock underlying the award, and the required withholding, if any.

The compensation committee may amend, modify or terminate any outstanding award, provided that the participant’s consent to such action is required if the action would impair the participant’s rights or entitlements with respect to that award.

The compensation committee is also authorized to construe the award agreements, and may prescribe rules relating to the Equity Incentive Plan.

Notwithstanding the foregoing, the compensation committee does not have any authority to grant or modify an award under the Equity Incentive Plan with terms or conditions that would cause the grant, vesting or exercise thereof to be considered nonqualified “deferred compensation” subject to Code Section 409A, unless such award is structured to be exempt from or comply with all requirements of Code Section 409A.

Grant of Awards;

Shares Available for Awards.

The Equity Incentive Plan provides for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and nonemployee consultants of the Company or its affiliates.

The aggregate number of shares of common stock initially reserved and available for grant and issuance under the Equity Incentive Plan is 4,000,000.

Such aggregate number of shares of stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to 2.0% of the total number of shares of common stock outstanding on December 31 of the preceding year;

provided, however, that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of common stock.

No more than 4,000,000 shares of Common Stock in the aggregate may be issued under the Equity Incentive Plan in connection with incentive stock options.

Shares shall be deemed to have been issued under the Equity Incentive Plan solely to the extent actually issued and delivered pursuant to an award.

If any award granted under the Equity Incentive Plan expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the Equity Incentive Plan, other than any shares tendered or withheld in order to exercise or satisfy withholding obligation in respect of any award.

The Equity Incentive Plan shall continue in effect, unless sooner terminated, until the tenth (10 th ) anniversary of the date on which it is adopted by the Board.

Following the Closing, it is expected that all of our employees, consultants, advisors and service providers and all of our non-executive officer directors will be eligible to participate in the Equity Incentive Plan.

Future new hires and additional non-employee directors and/or consultants would be eligible to participate in the Equity Incentive Plan as well.

The number of stock options and/or shares of restricted stock to be granted to executives and directors cannot be determined at this time as the grant of stock options and/or shares of restricted stock is dependent upon various factors such as hiring requirements and job performance.

Non-Employee Director Compensation Limit.

The Equity Incentive Plan provides for a limit on non-employee director compensation.

The maximum number of shares of stock that may be subject to an award granted under the Equity Incentive Plan during any single fiscal year to any non-employee director, when taken together with any cash fees paid to such non-employee director during such year in respect of his or her service as a non-employee director (including service as a member or chair of any committee of the board), shall not exceed $250,000 in total value (calculating the value of any such award based on the fair market value on the date of grant of such award for financial reporting purposes).

Stock Options.

The Equity Incentive Plan provides for the grant of either “incentive stock options” (“ISOs”), which are intended to meet the requirements for special federal income tax treatment under Section 422 of the Code, or “nonqualified stock options” (“NQSOs”).

Stock options may be granted on such terms and conditions as the compensation committee may determine, which shall be specified in the option agreement;

provided, however, that the per share exercise price under a stock option may not be less than the fair market value of a share of common stock on the date of grant and the term of the stock option may not exceed 10 years (110% of such value and five years in the case of an ISO granted to an employee who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of capital stock of our company or a parent or subsidiary of our company).

ISOs may only be granted to employees.

In addition, the aggregate fair market value of common stock covered by one or more ISOs (determined at the time of grant), which are exercisable for the first time by an employee during any calendar year may not exceed $100,000.

Any excess is treated as a NQSO.

Stock Appreciation Rights.

A SAR entitles the participant, upon exercise, to receive an amount, in cash or stock or a combination thereof, equal to the increase in the fair market value of the underlying common stock between the date of grant and the date of exercise.

The compensation committee shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base value for the SAR (which shall not be less than the fair market value of a share on the date of grant), the number of shares subject to the SAR and the period during which the SAR may be exercised and any other special rules and/or requirements which the compensation committee imposes on the SAR.

No SAR shall be exercisable after the expiration of ten (10) years from the date of grant.

SARs may be granted in tandem with, or independently of, stock options granted under the Equity Incentive Plan.

A SAR granted in tandem with a stock option (i) is exercisable only at such times, and to the extent, that the related stock option is exercisable in accordance with the procedure for exercise of the related stock option;

(ii) terminates upon termination or exercise of the related stock option (likewise, the common stock option granted in tandem with a SAR terminates upon exercise of the SAR);

(iii) is transferable only with the related stock option;

and (iv) if the related stock option is an ISO, may be exercised only when the value of the stock subject to the stock option exceeds the exercise price of the stock option.

A SAR that is not granted in tandem with a stock option is exercisable at such times as the compensation committee may specify.

Performance Shares and Performance Unit Awards.

Performance share and performance unit awards entitle the participant to receive cash or shares of common stock upon the attainment of specified performance goals.

In the case of performance units, the right to acquire the units is denominated in cash values.

The compensation committee shall set forth in the applicable award agreement the performance goals and objectives and the period of time to which such goals and objectives shall apply.

If such goals and objectives are achieved, such distribution of shares, or payment in cash, as the case may be, shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the company’s fiscal year to which such performance goals and objectives relate, unless otherwise structured to comply with Code Section 409A.

Distribution Equivalent Right Awards.

A distribution equivalent right award entitles the participant to receive bookkeeping credits, cash payments and/or common stock distributions equal in amount to the distributions that would have been made to the participant had the participant held a specified number of shares of common stock during the period the participant held the distribution equivalent right.

A distribution equivalent right may be awarded as a component of another award (but not an option or SAR award) under the Equity Incentive Plan, where, if so awarded, such distribution equivalent right will expire or be forfeited by the participant under the same conditions as under such other award.

The compensation committee shall set forth in the applicable distribution equivalent rights award agreement the terms and conditions, if any, including whether the holder is to receive credits currently in cash, is to have such credits reinvested (at fair market value determined as of the date of reinvestment) in additional shares of common stock, or is to be entitled to choose among such alternatives.

Restricted Stock Awards.

A restricted stock award is a grant or sale of common stock to the holder, subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the compensation committee or the board of directors may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such instalments or otherwise, as the compensation committee or the board of directors may determine at the date of grant or purchase or thereafter.

If provided for under the restricted stock award agreement, a participant who is granted or has purchased restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the compensation committee or the board of directors or in the award agreement).

During the restricted period applicable to the restricted stock, subject to certain exceptions, the restricted stock may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of by the participant.

Restricted Stock Unit Awards .

A restricted stock unit award provides for a grant of shares or a cash payment to be made to the holder upon the satisfaction of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder.

The compensation committee shall set forth in the applicable restricted stock unit award agreement the individual service-based vesting requirements which the holder would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the holder.

The holder of a restricted stock unit shall be entitled to receive a cash payment equal to the fair market value of a share of common stock, or one share of common stock, as determined in the sole discretion of the compensation committee and as set forth in the restricted stock unit award agreement, for each restricted stock unit subject to such restricted stock unit award, if and to the extent the holder satisfies the applicable vesting requirements.

Such payment or distribution shall be made no later than by the fifteenth (15th ) day of the third (3rd) calendar month next following the end of the calendar year in which the restricted stock unit first becomes vested, unless otherwise structured to comply with Code Section 409A.

A restricted stock unit shall not constitute an equity interest in the company and shall not entitle the holder to voting rights, dividends or any other rights associated with ownership of shares prior to the time the holder shall receive a distribution of shares.

Unrestricted Stock Awards.

An unrestricted stock award is a grant or sale of shares of common stock to the employees, non-employee directors or non-employee consultants that are not subject to transfer, forfeiture or other restrictions, in consideration for past services rendered to the company or an affiliate or for other valid consideration.

Adjustment to Shares.

Subject to any required action by shareholders of the company, the number of shares of common stock covered by each outstanding award shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares, including, but not limited to, a stock split, reverse stock split, recapitalization, continuation or reclassification, or the payment of a stock dividend (but only on the stock) or any other increase or decrease in the number of such shares effected without receipt of consideration by the company.

Change-in-Control Provisions.

The compensation committee may, in its sole discretion, at the time an award is granted or at any time prior to, coincident with or after the time of a change in control, cause any award either (i) to be cancelled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per share of common stock in the change in control over the per share exercise, base or purchase price of such award, which may be paid immediately or over the vesting schedule of the award;

(ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such change in control;

(iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an award so that any award to a holder whose employment has been terminated as a result of a change in control may be vested, exercised, paid or distributed in full on or before a date fixed by the compensation committee;

(iv) to be purchased from a holder whose employment has been terminated as a result of a change of control, upon the holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such award been currently exercisable or payable;

or (v) terminate any then outstanding award or make any other adjustment to the awards then outstanding as the compensation committee deems necessary or appropriate to reflect such transaction or change.

The number of shares subject to any award shall be rounded to the nearest whole number.

Transferability.

No award may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a holder except by will or by the laws of descent and distribution, or by gift to any immediate family member of the holder, subject to compliance with applicable laws.

Amendment and Termination.

The compensation committee may adopt, amend and rescind rules relating to the administration of the Equity Incentive Plan, and amend, suspend or terminate the Equity Incentive Plan, but no such amendment or termination will be made that materially and adversely impairs the rights of any participant with respect to any award received thereby under the Equity Incentive Plan without the participant’s consent, other than amendments that are necessary to permit the granting of awards in compliance with applicable laws.

In addition, no amendment that results (directly or indirectly ) in the reduction of the exercise price of an option or SAR or that otherwise requires shareholder approval under applicable law will be made without shareholder approval.

Director Compensation

We primarily use monthly fees and stock option grants to attract and retain qualified candidates to serve on the Board.

This compensation reflected the financial condition of the Company.

In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill-level required by our members of the Board.

During the year ended December 31, 2023, Victor Huang and Derek Xu did not receive any compensation for their services as directors.

The compensation disclosed in the “ Summary Compensation Table ” above represents the total compensation for Mr.

Huang and Mr.

Our independent non-employee directors are compensated in cash and stock option grants.

There is no formal stock compensation plan for independent non-employee directors.

Our non-employee directors received the following compensation during the year ended December 31, 2023:

Non-Qualified

Peeyush Ranjan (2)

Louis Lebedin

All officers and directors as a group (5 individuals)

Byte Holdings LP (2)(3)

Clal Insurance Enterprises Holdings Ltd.

First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC (5)

Glazer Capital, LLC and Paul J.

Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J.

Snyderman (7)

Meteora Capital, LLC and Vik Mittal (8)

Saba Capital Management, L.P., Saba Capital Management GP, LLC and Boaz R.

Weinstein (9)

than one percent

Unless otherwise noted, the business address of each of our shareholders listed is 445 Park Avenue, 9th Floor, New York, NY 10022.

Interests shown consist solely of founder shares, classified as Class B ordinary shares and private placement shares.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.

Byte Holdings LP, our sponsor, is the record holder of such shares, and the members of our management team are among the members of our sponsor.

Byte Holdings GP Corp.

is the manager, and Messrs.

Rozengarten and Komissarov are the sole directors of Byte Holdings GP Corp.

and share voting and investment discretion with respect to the ordinary shares held of record by Byte Holdings LP.

The foregoing individuals disclaim any beneficial ownership of the securities held by Byte Holdings LP other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

According to a Schedule 13G filed by Clal Insurance Enterprises Holdings Ltd.

(“Clal”), an Israeli public corporation, with the SEC on April 7, 2021, all 2,025,000 shares reported in this table as beneficially owned by Clal are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions.

Consequently, this shall not be construed as an admission by Clal that it is the beneficial owner of any of the shares reported herein.

The principal business address for Clal is 36 Raul Walenberg St., Tel Aviv 66180, Israel.

According to a Schedule 13G filed by such persons as a group with the SEC on February 14, 2023, each of First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”) may be deemed the beneficial owner of 1,963,966 shares.

VARBX is a series of Investment Managers Series Trust II which is an investment company registered under the Investment Company Act of 1940.

FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Services Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person of FTCM.

Sub GP is a Delaware limited liability company and control person of FTCM.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

According to a Schedule 13G filed with the SEC on February 14, 2023 by Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), with respect to the ordinary shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”) and Mr.

Glazer, a United States citizen (“Mr.

Glazer”), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds, each may be deemed the beneficial owner of 1,855,494 shares reported in this table.

The principal business address for each of Glazer Capital and Mr.

Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

According to a Schedule 13G/A filed by such persons as a group with the SEC on January 27, 2023, each of Magnetar Financial LLC (“Magnetar Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (Magnetar Capital Partners”), a Delaware limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company and David J.

Snyderman (“Mr.

Snyderman”), a U.S.

citizen, hold 2,076,592 ordinary shares.

The amount consists of (A) 208,372 shares held for the account of Magnetar Constellation Fund II, Ltd, a Cayman Islands exempted company;

(B) 709,938 shares held for the account of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company;

(C) 169,000 shares held for the account of Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company;

(D) 63,596 shares held for the account of Magnetar Capital Master Fund Ltd, a Cayman Islands exempted company;

(E) 243,406 shares held for the account of Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company;

(F) 101,420 shares held for the account of Purpose Alternative Credit Fund Ltd, a Cayman Islands exempted company;

(G) 162,272 shares held for the account of Magnetar SC Fund Ltd, a Cayman Islands exempted company;

(H) 276,600 shares held for the account of Magnetar Structured Credit Fund, LP, a Delaware limited partnership;

(I) 108,796 shares held for the account of Magnetar Lake Credit Fund LLC, a Delaware limited liability company;

and (J) 33,192 shares held of the account Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company;

collectively (the “Magnetar Funds”).

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

According to a Schedule 13G filed with the SEC on February 16, 2023 by Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the ordinary shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”), and Vik Mittal, a United States citizen, who serves as the Managing Member of Meteora Capital, with respect to the ordinary shares held by the Meteora Funds, each may be deemed the beneficial owner of 1,751,455 shares reported in this table.

The principal business address for each of Meteora Capital and Vik Mittal is 840 Park Drive East, Boca Raton, FL 33444.

According to a Schedule 13G filed with the SEC on June 17, 2022 by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr.

Weinstein (together, the “Reporting Persons”), the Reporting Persons share voting and dispositive power over 2,312,527 ordinary shares.

The principal business address for each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

These amounts reflect the grant date market value as required by Regulation S-K Item 402(r)(2), computed in accordance with FASB ASC Topic 718.

Fees earned were monthly payments of $5,000 paid to Peeyush Ranjan.

Ranjan was appointed to the Board of Directors on November 1, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 3, 2023 regarding the beneficial ownership of shares of our Common Stock by:

each person known by us to be the beneficial owner of more than 5% of the outstanding shares of any class of our voting securities;

each of our current executive officers and directors;

all executive officers and directors of the Company as a group.

Percentage of beneficial ownership of Common Stock is based on 22,812,048 shares of Common Stock outstanding as of the date of this report.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security.

However, these shares are not included in the computation of the percentage ownership of any other person.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our Ordinary Shares beneficially owned by them.

Number of Shares

of Common Stock

% of Outstanding

Name of Beneficial Owner (1)

Beneficially Owned

Directors and Named Executive Officers-

Victor Huang (2)

Paul Allen (4)

Peeyush Ranjan (7)

Amit Mital (8)

Louis Lebedin

Total Directors and Officers (8 in total)

5% Shareholders-

Shares Beneficially Owned

Name and Address of Beneficial Owner

Airship Kirkland FLP (Victor Huang) (9)

Airship Redmond FLP (Derek Xu ) (10)

Mulan Ventures LLC (11)

* Less than 1%

Unless otherwise noted, the business address of each of the directors and executive officers of is c/o Airship AI Holdings, Inc., 8210 154th Ave NE, Redmond, WA 98052.

Includes (i) shares owned by Airship Kirkland Family LP, over which Mr.

Huang has voting and dispositive power and (ii) 1,344,951 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock.