Roth Capital Partners, LLC
888 San Clemente Drive
Newport Beach, CA 92660
August
28, 2024
VIA EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Washington,
DC 20549
Re:
Airship
AI Holdings, Inc.
Registration
Statement on Form S-1 (Registration No. 333-281333)
Concurrence
in Acceleration Request
Ladies
and Gentlemen:
Roth
Capital Partners, LLC (“Roth”), as placement
agent for the referenced offering, hereby concurs in the request by
Airship AI Holdings, Inc. that the effective date of the
above-referenced registration statement be accelerated to 5:00 p.m.
(Eastern Time), or as soon as practicable thereafter, on Thursday,
August 29, 2024, pursuant to Rule 461 under the Securities Act.
Roth affirms that it is aware of its obligations under the
Securities Act in connection with this offering.
[Signature
Page Follows]
Very
truly yours,
ROTH
CAPITAL PARTNERS, LLC
By:
__/s/ Aaron
M. Gurewitz___ ____
Name:
Aaron M. Gurewitz
Title:
President & Head of Investment Banking