REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form Type)
Airship AI Holdings, Inc.
(Exact Name of Registrant As Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
Security Class Title(1)
Fee Calculation
Rule
Amount Registered
Proposed Maximum
Offering Price
Per Share
Maximum Aggregate
Offering
Price(2)
Fee Rate
Amount of Registration
Fee
Fees to Be Paid
Equity
Common Stock, $0.0001 par value per share
457(o)
$
10,000,000
0.0001476
$
1,476.00
Equity
Common Warrants to purchase common stock(3)
457(g)
—
—
—
Fees to Be Paid
Equity
Common Stock issuable upon exercise of Common Warrants
457(o)
10,000,000
0.0001476
1,476.00
Equity
Placement Agent’s Warrants(3)
457(g)
—
—
—
Fees to Be Paid
Equity
Common Stock issuable upon exercise of Placement Agent’s Warrants(4)
457(g)
1,000,000
0.0001476
147.60
Total Offering Amounts
$
21,000,000
0.0001476
$
3,099.60
Total Fees Previously Paid
Total Fee Offsets
Net Fees Due
$
3,099.60
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
(3)
No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have agreed to issue to the placement agent warrants to purchase the number of shares of our common stock (the “Placement Agent’s Warrants”) in the aggregate equal to ten percent (10%) of the shares of our common stock sold in this offering. The Placement Agent’s Warrants are exercisable for a price per share equal to 100% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g), the proposed maximum aggregate offering price of the Placement Agent’s Warrants is $1,000,000, which is equal to 100% of $1,000,000 (10% of $10,000,000).
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