v3.26.3
Organization
9 Months Ended
Sep. 30, 2026
Organization  
Organization

1. Organization

 

Airship AI Holdings, Inc. (the “Company” or “Airship”) is a holding company incorporated in Delaware that executes business through its wholly owned subsidiary, Airship AI, Inc. (“Airship AI”). Prior to the formation of Super Simple AI, Inc. in 2022, the Company operated as Airship AI, Inc. (formerly known as JDL Digital Systems, Inc.). On March 7, 2023, Super Simple AI, Inc. changed its name to Airship AI Holdings, Inc. Super Simple AI, Inc. was formed in January 2022 through a share exchange with JDL Digital Systems, Inc. JDL Digital Systems, Inc. was incorporated under the laws of the State of Washington on June 30, 2003.

 

On December 21, 2023, the Company completed the merger (the “Merger”) contemplated by the merger agreement (the “Merger Agreement”) dated as of June 27, 2023 and amended on September 22, 2023, by and among BYTE Acquisition Corp. (“BYTS”), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI.

 

Effective December 21, 2023, Merger Sub merged with and into Airship AI with Airship AI as the surviving corporation. Thus, Airship AI became a wholly owned subsidiary of the Company. In connection with the Merger, Airship AI changed its name from “Airship AI Holdings, Inc.” to “Airship AI, Inc.”

 

Fair Value Transactions in Connection with Merger

 

As a result of the Merger, the Company entered into the following transactions that were measured at fair value and vary quarterly with the share price and other items. Any change is non-cash and is recorded as a gain or loss in other income (expense). See Note 12– Fair Value Measurements for more information.

  

 

 

 Liability as of

 

 

Liability as of

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

Earnout liability

 

$309,204

 

 

$2,620,933

 

Warrant liability (Public Warrants)

 

 

5,650,752

 

 

 

12,916,006

 

Warrant liability (Private Warrants)

 

 

180,250

 

 

 

412,000

 

Total liabilities measured at fair value

 

$6,140,206

 

 

$15,948,939

 

 

 

 

 

 

 

 

 

 

Other income related to instruments recorded at fair value during the three months ended September 30, 2026 and 2025

 

$10,061,651

 

 

$9,224,113

 

 

 

 

 

 

 

 

 

 

Other income related to instruments recorded at fair value during the nine months ended September 30, 2026 and 2025

 

$11,647,371

 

 

$12,773,132

 

 

Business 

 

The Company is an artificial intelligence (“AI”) software company. The Company’s platform ingests video, sensor and event data generated at the edge by surveillance cameras and other sensors, as well as by the video management, access control and other physical security systems its customers have already deployed; structures that data using AI models; and makes the resulting structured data available to users for real-time alerting, historical search and, increasingly, natural-language query and agentic AI workflows. The Company serves government and law enforcement agencies, principally U.S. federal homeland security and law enforcement customers, as well as large commercial organizations with similar sensor, security and data-management requirements.

 

Unstructured, or “dark,” data, such as raw video, cannot be processed and analyzed using conventional data tools and methods. The Company’s software structures this data at the edge, the location at which it is generated and collected, by detecting objects within a video frame (for example, a vehicle, person, aircraft, boat, bag or weapon) and extracting identifying characteristics of those objects (for example, a vehicle’s license plate characters and its make, model and color, or an aircraft’s tail number). The Company refers to this process of analyzing, logging and categorizing ingested data as “structuring” the data. Structured data can be used in real time (for example, alarms on a specific license plate) and through historical search of previously ingested data. Structuring data at the edge, rather than transmitting raw data to a central location for processing, enables real-time decision-making and reduces the volume of data that must be transmitted and stored. 

 

The Company’s AI modeling process starts with pre-trained models from its technology ecosystem partners, which the Company customizes using proprietary datasets tailored to its customers’ workflow requirements. Where customers have pre-existing AI models or engines, the Company integrates those models into its platform. The Company’s platform is designed to be model-agnostic, allowing customers to apply the vision-language or large language model best suited to their use case, security requirements and cost constraints. 

 

The Company’s software platform consists of Outpost AI (edge software for structuring and analyzing sensor data at the point of collection), Acropolis (the enterprise management software backbone, deployable on-premises or in cloud and multi-cloud architectures), Airship Command (visualization and operator tools across workstation, web and mobile) and Ask Airship (an agentic AI layer, currently under development, designed to allow users to query, analyze and act on structured data using natural language). The platform is designed to operate as an open software layer above a customer’s existing video management, access control and other physical security systems, independent of the underlying camera or hardware vendor, so that customers can add analytical and agentic capability to infrastructure they have already deployed. The platform uses a secure, permission-based architecture that allows customers to manage their data across the full data lifecycle while retaining control of that data within their own on-premises or customer-controlled cloud environment. 

 

The Company delivers its software through software subscriptions, consumption-based arrangements and, where a customer’s environment requires it, pre-configured appliances and servers on which the Company’s software is installed, including Outpost AI edge appliances and Fortress Server, the Company’s on premises data center server and storage platform. Historically, the majority of the Company’s revenue has been derived from bundled hardware and software systems delivered under multi-year agreements together with professional services, technical support and software maintenance. Agentic AI software is the primary focus of the Company’s current product development efforts, and the Company is seeking to increase over time the proportion of its revenue derived from software subscriptions and consumption-based arrangements. See Note 2 – Revenue Recognition and Deferred Revenue.

 

The Company employed sixty four employees as of September 30, 2026. The employees are headquartered in Redmond, WA and are supported by a team at its Customer Center of Excellence located in Charlotte, NC. The Company employed nine research and development personnel in Taiwan as of September 30, 2026.