UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
BYTE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman Islands | | 001-40222 | | N/A |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
445 Park Avenue, 9th Floor New York, NY | | 10022 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s
telephone number, including area code: (917) 969-9250
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | | BYTSU | | The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units | | BYTS | | The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | BYTSW | | The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of August 14, 2023, 11,485,530 Class A ordinary shares, par value $0.0001, and 1 Class B ordinary share, par value $0.0001, were issued
and outstanding.
BYTE
ACQUISITION CORP.
Quarterly
Report on Form 10-Q
Table
of Contents
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
BYTE
ACQUISITION CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
June 30,
2023 | | |
December 31,
2022 | |
| |
(Unaudited) | | |
| |
Assets | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 213,892 | | |
$ | 1,054,581 | |
Prepaid
expenses | |
| 40,379 | | |
| 133,091 | |
Total
current assets | |
| 254,271 | | |
| 1,187,672 | |
Non-current
assets: | |
| | | |
| | |
Cash
and investments held in Trust Account | |
| 24,947,430 | | |
| 328,226,432 | |
Total
non-current assets | |
| 24,947,430 | | |
| 328,226,432 | |
Total
Assets | |
$ | 25,201,701 | | |
$ | 329,414,104 | |
| |
| | | |
| | |
Liabilities,
Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | |
| | | |
| | |
Current
liabilities: | |
| | | |
| | |
Accounts
payable | |
$ | 20,172 | | |
$ | 83,999 | |
Accrued
expenses | |
| 2,179,478 | | |
| 349,835 | |
Non-redemption
agreement liability | |
| 264,000 | | |
| — | |
Total
current liabilities | |
| 2,463,650 | | |
| 433,834 | |
Deferred
underwriting commissions | |
| 11,329,238 | | |
| 11,329,238 | |
Derivative
warrant liabilities | |
| 2,838,936 | | |
| 1,336,050 | |
Total
liabilities | |
| 16,631,824 | | |
| 13,099,122 | |
| |
| | | |
| | |
Commitments
and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Class A ordinary shares subject to possible redemption at $10.51 and $10.14 per share, $0.0001 par value; 2,363,217 and 32,369,251 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | |
| 24,847,430 | | |
| 328,126,432 | |
| |
| | | |
| | |
Shareholders’
Deficit: | |
| | | |
| | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 9,122,313 and 1,030,000 shares issued and outstanding (excluding 2,363,217 and 32,369,251 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively | |
| 912 | | |
| 103 | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1 and 8,092,313 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | |
| — | | |
| 809 | |
Additional
paid-in capital | |
| — | | |
| — | |
Accumulated
deficit | |
| (16,278,465 | ) | |
| (11,812,362 | ) |
Total
shareholders’ deficit | |
| (16,277,553 | ) | |
| (11,811,450 | ) |
Total
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit: | |
$ | 25,201,701 | | |
$ | 329,414,104 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BYTE
ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For
the Three Months Ended
June 30, | | |
For
the Six Months Ended
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
General
and administrative expenses | |
$ | 1,877,090 | | |
$ | 258,432 | | |
$ | 2,522,679 | | |
$ | 576,716 | |
General
and administrative expenses - related party | |
| 30,000 | | |
| 30,000 | | |
| 60,000 | | |
| 60,000 | |
Loss
from operations | |
| (1,907,090 | ) | |
| (288,432 | ) | |
| (2,582,679 | ) | |
| (636,716 | ) |
Change
in fair value of derivative warrant liabilities | |
| (333,992 | ) | |
| 1,778,840 | | |
| (1,502,886 | ) | |
| 7,351,850 | |
Interest
income – bank | |
| 6,177 | | |
| — | | |
| 15,452 | | |
| — | |
Income
from investments held in Trust Account | |
| 414,594 | | |
| 424,148 | | |
| 3,412,943 | | |
| 454,775 | |
Net
(loss) income | |
$ | (1,820,311 | ) | |
$ | 1,914,556 | | |
$ | (657,170 | ) | |
$ | 7,169,909 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average shares outstanding of Class A ordinary shares subject to possible redemption | |
| 2,363,217 | | |
| 32,369,251 | | |
| 14,796,657 | | |
| 32,369,251 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption | |
$ | (0.16 | ) | |
$ | 0.05 | | |
$ | (0.03 | ) | |
$ | 0.17 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary share | |
| 9,122,313 | | |
| 9,122,313 | | |
| 9,122,313 | | |
| 9,122,313 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per share, non-redeemable Class A ordinary shares and Class B ordinary share | |
$ | (0.16 | ) | |
$ | 0.05 | | |
$ | (0.03 | ) | |
$ | 0.17 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BYTE
ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2023
| |
Ordinary
Shares | | |
Additional | | |
| | |
Total | |
| |
Class
A | | |
Class
B | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance
– December 31, 2022 | |
| 1,030,000 | | |
$ | 103 | | |
| 8,092,313 | | |
$ | 809 | | |
$ |
— | | |
$ | (11,812,362 | ) | |
$ | (11,811,450 | ) |
Conversion
of Class B ordinary shares to Class A ordinary shares | |
| 8,092,313 | | |
| 809 | | |
| (8,092,313 | ) | |
| (809 | ) | |
| — | | |
| — | | |
| — | |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,163,141 | | |
| 1,163,141 | |
Shareholder
non-redemption agreement (Note 6) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (396,000 | ) | |
| (396,000 | ) |
Accretion
for Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,998,349 | ) | |
| (2,998,349 | ) |
Balance
– March 31, 2023 | |
| 9,122,313 | | |
| 912 | | |
| — | | |
| — | | |
| — | | |
| (14,043,570 | ) | |
| (14,042,658 | ) |
Issuance
of Class B ordinary shares | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| 10 | | |
| — | | |
| 10 | |
Net
loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,820,311 | ) | |
| (1,820,311 | ) |
Accretion
for Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10 | ) | |
| (414,584 | ) | |
| (414,594 | ) |
Balance
– June 30, 2023 | |
| 9,122,313 | | |
$ | 912 | | |
| 1 | | |
$ | — | | |
$ | — | | |
$ | (16,278,465 | ) | |
$ | (16,277,553 | ) |
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
| |
Ordinary
Shares | | |
Additional | | |
| | |
Total | |
| |
Class
A | | |
Class
B | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance
- December 31, 2021 | |
| 1,030,000 | | |
$ | 103 | | |
| 8,092,313 | | |
$ | 809 | | |
$ |
— | | |
$ | (18,009,404 | ) | |
$ | (18,008,492 | ) |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,255,353 | | |
| 5,255,353 | |
Balance
- March 31, 2022 | |
| 1,030,000 | | |
$ | 103 | | |
| 8,092,313 | | |
$ | 809 | | |
$ | — | | |
$ | (12,754,051 | ) | |
$ | (12,753,139 | ) |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,914,556 | | |
| 1,914,556 | |
Remeasurement
of redemption value of Class A ordinary shares subject to redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (379,243 | ) | |
| (379,243 | ) |
Balance
- June 30, 2022 | |
| 1,030,000 | | |
$ | 103 | | |
| 8,092,313 | | |
$ | 809 | | |
$ | — | | |
$ | (11,218,738 | ) | |
$ | (11,217,826 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BYTE
ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For
the Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
Cash
Flows from Operating Activities: | |
| | |
| |
Net
(loss) income | |
$ | (657,170 | ) | |
$ | 7,169,909 | |
Adjustments
to reconcile net (loss) income to net cash used in operating activities: | |
| | | |
| | |
Change
in fair value of derivative warrant liabilities | |
| 1,502,886 | | |
| (7,351,850 | ) |
Income
from investments held in Trust Account | |
| (3,412,943 | ) | |
| (454,775 | ) |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Prepaid
expenses | |
| 92,712 | | |
| 253,500 | |
Accounts
payable | |
| (63,827 | ) | |
| (14,732 | ) |
Accrued
expenses | |
| 1,829,643 | | |
| (240 | ) |
Net
cash used in operating activities | |
| (708,699 | ) | |
| (398,188 | ) |
| |
| | | |
| | |
Cash
Flows from Investing Activities: | |
| | | |
| | |
Cash
withdrawn from Trust Account in connection with redemption | |
| 306,691,945 | | |
| — | |
Net
cash provided by investing activities | |
| 306,691,945 | | |
| — | |
| |
| | | |
| | |
Cash
Flows from Financing Activities: | |
| | | |
| | |
Non-redemption
agreement liability | |
| (132,000 | ) | |
| — | |
Issuance
of Class B ordinary share | |
| 10 | | |
| — | |
Redemption
of common stock | |
| (306,691,945 | ) | |
| — | |
Net
cash used in financing activities | |
| (306,823,935 | ) | |
| — | |
| |
| | | |
| | |
Net
change in cash | |
| (840,689 | ) | |
| (398,188 | ) |
Cash
- beginning of the period | |
| 1,054,581 | | |
| 1,663,104 | |
Cash
- end of the period | |
$ | 213,892 | | |
$ | 1,264,916 | |
Supplemental
disclosure of noncash investing and financing activities: | |
| | | |
| | |
Remeasurement
on Class A ordinary shares subject to possible redemption | |
$ | 3,412,943 | | |
$ | 379,243 | |
Shareholder
non-redemption agreement liability | |
$ | 396,000 | | |
$ | — | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
1 - Description of Organization and Business Operations
BYTE
Acquisition Corp. (“Byte”) is a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021.
Byte was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (“Business Combination”). While Byte may pursue an initial business combination target
in any business or industry, it intends to focus its search for targets in the Israeli technology industry, including those engaged in
cybersecurity, automotive technology, fintech, enterprise software, cloud computing, semiconductors, medical technology, AI and robotics
and that offer a differentiated technology platform and products. Byte is an early stage and emerging growth company and, as such, Byte
is subject to all of the risks associated with early stage and emerging growth companies.
Byte
has one wholly owned subsidiary, BYTE Merger Sub, Inc., a Washington corporation, which was formed on June 9, 2023. Byte and its subsidiary
are collectively referred to as “the Company”.
On
June 27, 2023, the Company entered into a merger agreement Airship AI Holdings, Inc., a Washington corporation, entered into a merger
agreement (see Note 6.).
As
of June 30, 2023, the Company had not yet commenced operations. All activity for the period from January 8, 2021 (inception) through
June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and
since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate
any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income
in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering. The Company has selected
December 31 as its fiscal year end.
The
Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration
statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 23, 2021, the Company consummated
its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in
the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting
fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions
(see Note 6). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering
to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On April 7, 2021, the underwriter
exercised the over-allotment option in part and purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating
gross proceeds of $23,692,510.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000
Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of
$10.3 million (see Note 4).
Upon
the closing of the Initial Public Offering, sale of the Over-Allotment Units and closing of the Private Placement, $323.7 million ($10.00
per Unit) of the net proceeds of the Initial Public Offering, the Over-Allotment Units and certain of the proceeds of the Private Placement
was placed in a trust account (“Trust Account”) and the Company will hold all funds in the Trust Account in cash, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s
shareholders, as described below. In addition, the Company transferred an excess amount of $900,000 into the Trust Account upon closing
of the Initial Public Offering, of which approximately $474,000 remained in the Trust Account after closing of the sale of the Over-Allotment
Units.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that
together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred
underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will
only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required
to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully
effect a Business Combination.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
Company will provide its shareholders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all
or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share),
calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon
the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares were recorded at redemption
value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).
If
the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under
Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at
a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and
the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated
Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission
(“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement
with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination,
the Sponsor agreed to vote its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units
(the “Private Placement Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving
a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve
a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related
Business Combination, and instead may search for an alternate Business Combination. Additionally, each Public Shareholder may elect to
redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written
consent.
The
Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust
Account with respect to the Founder Shares if the Company fails to complete a Business Combination.
On
March 16, 2023, the Company held an extraordinary general meeting, at which the Company’s shareholders approved amendments to the
Company’s Amended and Restated Memorandum and Article of Association to extend the date by which the Company must complete an initial
business combination from March 23, 2023 to September 25, 2023 and to provide for the right of a holder of the Company’s Class
B ordinary shares to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an initial business combination.
In connection with the extraordinary general meeting, shareholders holding an aggregate of 30,006,034 shares of the Company’s Class
A ordinary shares exercised their right to redeem their shares for approximately $10.20 per share, or an aggregate total of $306,106,987,
of the funds held in the Company’s Trust Account. Subsequently, it was determined that the redemption value per share was approximately
$10.22 per share, or an aggregate total of $306,691,945, of the funds held in the Company’s Trust Account resulting in a secondary
distribution to the redeeming shareholders of approximately $0.02 per share, or an aggregate total of $584,958.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
Company will have until 30 months from the closing of the Initial Public Offering, or September 25, 2023 (the “Combination Period”)
to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business
days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law.
The
Sponsor agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to
complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial
Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete
a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission
(see Note 6) held in the Trust Account in the event the Company completes the Business Combination with Airship AI Holdings, Inc. or
in the event the Company does not complete a Business Combination within the Combination Period and, in either event, such amounts will
be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
The
Sponsor agreed to indemnify and hold harmless the Company, if and to the extent any claims by a third party for services rendered or
products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent,
confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below
the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable.
This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights
to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the
Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than
the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity,
Capital Resources and Going Concern Consideration
As
of June 30, 2023, the Company had approximately $214,000 in its operating bank account and working capital deficit of approximately $2.2
million.
The
Company’s liquidity through the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from
the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below),
the loan under the Note from the Sponsor of approximately $149,000 (see Note 5) to the Company, and the net proceeds from the consummation
of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 25, 2021. In addition, in order to
finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders
may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under
any Working Capital Loans.
In
connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation
of Financial Statements - Going Concern,” management has determined that the liquidity conditions and the mandatory liquidation
and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 25, 2023. The
condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue
as a going concern.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of
the date of the financial statements. The condensed consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
2 - Basis of Presentation and Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to
Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included
in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim
financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments,
which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.
Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected
through December 31, 2023.
The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements
and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected
not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard.
This
may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an
emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed
consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated
financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future
confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had no cash equivalents held outside the Trust Account as of June 30, 2023 or December 31, 2022.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cash
and Investments Held in Trust Account
The
funds in the Trust Account were, since the Company’s Initial Public Offering, held only in U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of the Company being deemed to have been operating
as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February
10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial Business Combination
or liquidation.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At June
30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant
risks on such accounts.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair
Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These consist of:
| ● | Level
1, defined as observable inputs such as quoted prices for identical instruments in active
markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derivative
Warrant Liabilities
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives
and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be
recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The
warrants issued in connection with the Company’s Initial Public Offering (the “Public Warrants”) (including sale of
the Over-Allotment Units) and the Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance
with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to
fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in the Company’s condensed consolidated statements of operations. The initial estimated fair
value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based
on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured
using a Monte Carlo simulation with the key inputs being directly or indirectly observable from the Public Warrants listed price.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant
liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations.
Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares
subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions
as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation
of current liabilities.
Class
A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary
shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified
as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public
Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence
of uncertain future events.
Accordingly,
as of June 30, 2023 and December 31, 2022, 2,363,217 and 32,369,251, respectively, Class A ordinary shares subject to possible redemption
are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed
consolidated balance sheets.
Effective
with the closing of the Initial Public Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from
initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated
deficit.
Income
Taxes
The
Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s
management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of June 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that
could result in significant payments, accruals or material deviation from its position.
The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Net
(Loss) Income Per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary
share is calculated by dividing the net (loss) income by the weighted average of ordinary shares outstanding for the respective period.
The
calculation of diluted net (loss) income per ordinary shares does not consider the effect of the Public Warrants and the Private Placement
Warrants to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted income per share, because their exercise
is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net
(loss) income per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Remeasurement
associated with the redeemable Class A ordinary shares is excluded from net (loss) income per share as the redemption value approximates
fair value.
The
following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income
per share of ordinary shares:
| |
For
The Three Months Ended June 30, | |
| |
2023 | | |
2022 | |
| |
Class
A | | |
Class
A non-redeemable and Class B | | |
Class
A | | |
Class
A non-redeemable and Class B | |
Basic and diluted
net (loss) income per ordinary share: | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| |
Allocation
of net (loss) income | |
$ | (374,540 | ) | |
$ | (1,445,771 | ) | |
$ | 1,493,623 | | |
$ | 420,933 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average ordinary shares outstanding | |
| 2,363,217 | | |
| 9,122,313 | | |
| 32,369,251 | | |
| 9,122,313 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per ordinary share | |
$ | (0.16 | ) | |
$ | (0.16 | ) | |
$ | 0.05 | | |
$ | 0.05 | |
| |
For
The Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
| |
Class
A | | |
Class
A non-redeemable and Class B | | |
Class
A | | |
Class
A non-redeemable and Class B | |
Basic and diluted
net (loss) income per ordinary share: | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| |
Allocation
of net (loss) income | |
$ | (406,536 | ) | |
$ | (250,634 | ) | |
$ | 5,593,537 | | |
$ | 1,576,372 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average ordinary shares outstanding | |
| 14,796,657 | | |
| 9,122,313 | | |
| 32,369,251 | | |
| 9,122,313 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | (0.03 | ) | |
$ | (0.03 | ) | |
$ | 0.17 | | |
$ | 0.17 | |
Recent
Accounting Pronouncements
In
June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets
measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses
is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard
including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December
15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1,
2023. The adoption of ASU 2016-13 did not have an impact on its financial statements.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
3 - Initial Public Offering
On
March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds
of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately
$10.5 million in deferred underwriting commissions.
On
April 7, 2021, the underwriter exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds
of $23,692,510, and 532,687 Founder Shares were subsequently forfeited by the Sponsor.
Each
Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to
purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9).
Note
4 - Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at
a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million.
The
proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the private placement warrants underlying
the Private Placement Units (the “Private Placement Warrants”) will expire worthless.
Note
5 - Related Party Transactions
Founder
Shares
On
January 22, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 8,625,000
of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to
1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in
full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding
shares upon the completion of the Initial Public Offering (excluding the Private Placement Shares). On April 7, 2021, the underwriter
exercised its over-allotment option in part, and 532,687 Founder Shares were subsequently forfeited by the Sponsor.
The
Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:
(A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of
the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property.
Effective
as of March 27, 2023, pursuant to the terms of the amended and restated memorandum and articles of association, the Sponsor elected to
convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate
effect.
On
June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function for no consideration.
Promissory
Note - Related Party
On
January 22, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to
an aggregate principal amount of $251,000 (the “Note”). The Note was non-interest bearing and payable upon the completion
of the Initial Public Offering. The Company borrowed approximately $149,000 under the Note and fully repaid the Note on March 25, 2021.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion
of a Business Combination into private placement-equivalent units at a price of $10.00 per unit. Such units would be identical to the
Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside
the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital
Loans.
Administrative
Services Agreement
The
Company entered into an agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed
to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of
a Business Combination or its liquidation, the Company will cease paying these monthly fees. During the three months ended June 30, 2023
and 2022, the Company incurred $30,000 of such fees, reported as general and administrative expenses - related party in the accompanying
consolidated statements of operations. During the six months ended June 30, 2023 and 2022, the Company incurred $60,000 of such fees,
reported as general and administrative expenses - related party in the accompanying consolidated statements of operations. On November
30, 2022, the Company assigned the Administrative Services Agreement, previously entered into by and between the Company and its sponsor,
Byte Holdings LP, to Sagara Group, LLC, which is a company controlled by Mr. Gloor.
Note
6 - Commitments and Contingencies
Registration
and Shareholder Rights
The
holders of the Founder Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion
of the Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon the effective
date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other
securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders
of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial
Public Offering price, less the underwriting discounts and commissions. On April 7, 2021, the underwriter exercised the over-allotment
option in part and purchased the Over-Allotment Units, generating gross proceeds of $23,692,510.
The
underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the
Initial Public Offering and sale of Over-Allotment Units. In addition, the underwriters were entitled to a deferred fee of $0.35 per
Unit, or $11.3 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust
Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On
May 30, 2023, the underwriters waived their entitlement to receive payment of the deferred underwriting commissions of $11,329,238, that
was to be paid under the terms of the underwriting agreement, in the event of closing of a business combination with Airship AI Holdings,
Inc.
Non-Redemption
Agreements
On
March 8, 2023, the Company entered into two non-redemption agreements (collectively, the “Non-Redemption Agreements”) with
certain of its existing Public Shareholders (the “Non-Redeeming Shareholders”). Pursuant to the two Non-Redemption Agreements,
each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Public Shares held by each party on the date of the Non-Redemption
Agreements in connection with the vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend
the date by which the Company has to consummate an initial Business Combination from March 23, 2023 to September 25, 2023 (the “Extended
Date”) and (b) vote their Public 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, an aggregate of
$66,000 per month through the Extended Date. The value of the shareholder Non-Redemption Agreements of $396,000 was determined to be
an issuance cost in accordance with Staff Accounting Bulletin Topic 5A and as such recorded to accumulated deficit as of the date the
agreements were executed. As of June 30, 2023, the total outstanding shareholder redemption liability is $264,000 which is included in
the condensed consolidated balance sheets. There was no outstanding shareholder redemption liability as of December 31, 2022.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Merger
Agreement
On June 27, 2023, the Company (which shall de-register
from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so
as to migrate to and domesticate as a Delaware corporation prior to the Closing Date (as defined below)), entered into a merger agreement,
by and among the Company, BYTE Merger Sub Inc, (“Merger Sub”), and Airship AI Holdings, Inc., a Washington corporation (“Airship
AI”) (as it may be amended and/or restated from time to time, the “Merger Agreement”).
Parent
Support Agreement
In
connection with the execution of the Merger Agreement, Byte entered into a support agreement (the “Parent Support Agreement”)
with the Sponsor and Airship AI, pursuant to which the Sponsor agreed to, among other things, vote all of its shares in favor of the
various proposals related to the Business Combination and the Merger Agreement and any other matters necessary or reasonably requested
by Byte for consummation of the Business Combination. The Sponsor has also agreed (a) to forfeit 1,000,000 Byte Class A ordinary shares
owned by the Sponsor on the Closing Date and (b) to contribute 2,600,000 Byte Class A ordinary shares owned by the Sponsor to secure
the Non-Redemption Agreements and/or the PIPE financing. The Parent Support Agreement also provides that the Sponsor Shares will be subject
to a lock-up for a period of 180 days following the Closing.
Company
Support Agreement
In
connection with the execution of the Merger Agreement, Byte entered into a support agreement (the “Company Support Agreement”)
with Airship AI and certain shareholders of Airship AI
Note
7 - Class A Ordinary Shares Subject to Possible Redemption
The
Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and
subject to the occurrence of future events. As of June 30, 2023 and December 31, 2022, there were 2,363,217 and 32,369,251 Class A ordinary
shares subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets.
The
Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets as of June 30, 2023 and
December 31, 2022 is reconciled on the following table:
Gross
proceeds from Initial Public Offering, including sale of the Over-Allotment Units | |
$ | 323,692,510 | |
Less: | |
| | |
Fair
value of Public Warrants at issuance | |
| (15,217,550 | ) |
Offering
costs allocated to Class A ordinary shares subject to possible redemption | |
| (17,636,964 | ) |
Plus: | |
| | |
Initial
accretion on Class A ordinary shares subject to possible redemption amount | |
| 32,854,514 | |
Remeasurement
on Class A ordinary shares subject to possible redemption amount | |
| 4,433,922 | |
Class
A ordinary shares subject to possible redemption, December 31, 2022 | |
| 328,126,432 | |
Less: | |
| | |
Redemption
of Class A ordinary shares | |
| (306,691,945 | ) |
Plus: | |
| | |
Accretion
on Class A ordinary shares subject to possible redemption amount | |
| 3,412,943 | |
Class
A ordinary shares subject to possible redemption, June 30, 2023 | |
$ | 24,847,430 | |
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8
- Shareholders’ Deficit
Preference
Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. The Company’s
board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could
adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June
30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
A Ordinary Shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share.
Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At June 30, 2023 and December 31, 2022,
there were 9,122,313 and 1,030,000 Class A ordinary shares issued or outstanding, excluding 2,363,217 and 32,369,251 Class A ordinary
shares subject to possible redemption, respectively, which have been classified as temporary equity (see Note 7).
Class
B Ordinary Shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share.
Holders of the Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were
1 and 8,092,313 Class B ordinary shares issued and outstanding.
Effective
as of March 27, 2023, pursuant to the terms of the amended and restated memorandum and articles of association, the Sponsor elected to
convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate
effect.
On
June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function for no consideration.
Note
9 - Warrants
As
of June 30, 2023 and December 31, 2022, the Company had an aggregate of 16,699,626 warrants outstanding, comprised of 16,184,626 Public
Warrants and 515,000 Private Placement Warrants.
Public
Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only
whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public
Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary
shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its
obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary
share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00:
Once
the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the
Private Placement Warrants):
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per
share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three business
days before the Company sends to the notice of redemption to the warrant holders (the “Reference
Value”). |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00:
Once
the warrants become exercisable, the Company may redeem the outstanding warrants:
| ● | in
whole and not in part; |
|
● |
at a price
of $0.10 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant holder; |
| ● | if,
and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted)
for any 20 trading days within the 30-trading day period ending three trading days before
the Company sends the notice of redemption to the warrant holders; and |
| ● | if
the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants
must also be concurrently called for redemption on the same terms as the outstanding Public
Warrants, as described above. |
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except
as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with
such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of
any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume
weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the
day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the
Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the
higher of the Market Value and the Newly Issued Price.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except
that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited
exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held
by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable
upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by
someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company
and exercisable by such holders on the same basis as the Public Warrants.
Note
10 - Fair Value Measurements
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized
to determine such fair value.
As of June
30, 2023 |
Description | |
Quoted
Prices in Active Markets (Level 1) | | |
Significant
Other Observable
Inputs (Level 2) | | |
Significant
Other Unobservable Inputs (Level 3) | |
Assets: | |
| | |
| | |
| |
Investments
held in Trust Account - Money market fund | |
$ | 24,947,430 | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | |
Derivative
warrant liabilities - Public warrants | |
$ | 2,751,386 | | |
$ | — | | |
$ | — | |
Derivative
warrant liabilities – Private placement warrants | |
$ | — | | |
$ | 87,550 | | |
$ | — | |
BYTE
ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of December
31, 2022 |
Description | |
Quoted
Prices in Active Markets (Level 1) | | |
Significant
Other Observable
Inputs (Level 2) | | |
Significant
Other Unobservable
Inputs (Level 3) | |
Assets: | |
| | |
| | |
| |
Investments held in Trust Account
– Money market fund | |
$ | 328,226,432 | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | |
Derivative warrant liabilities – Public
warrants | |
$ | 1,294,770 | | |
$ | — | | |
$ | — | |
Derivative warrant liabilities – Private
placement warrants | |
$ | — | | |
$ | 41,280 | | |
$ | — | |
Transfers
to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was
transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded
in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level
2 measurement in May 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants
listed price.
The
initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the
Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants
continues to be measured using a Monte Carlo simulation, with level 2 inputs. For the three months ended June 30, 2023 and 2022, the
Company recognized a loss and gain resulting from changes in the fair value of derivative warrant liabilities of approximately $0.3 million
and $1.8 million, respectively, which is presented in the accompanying consolidate statements of operations. For the six months ended
June 30, 2023 and 2022, the Company recognized a loss and gain resulting from changes in the fair value of derivative warrant liabilities
of approximately $1.5 million and $7.4 million, respectively, which is presented in the accompanying consolidate statements of operations.
Note
11 - Subsequent Events
The
Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial
statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that
would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
On
August 1, 2023, the Company entered into additional non-redemption agreement (“August Non-Redemption Agreement”) with Byte
Holdings LP, a Cayman Islands exempted limited partnership and the Sponsor. Pursuant to the August Non-Redemption Agreement, Sponsor
agreed to acquire from shareholders of the Company $6 million in aggregate value of the Company’s Class A ordinary shares, either
in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to
Public Shareholders who exercise redemption rights with respect to their Class A ordinary shares, prior to the closing date of the Business
Combination, to waive its redemption rights and hold the Class A ordinary shares through the closing date of the Business Combination,
and to abstain from voting and not vote the Class A ordinary shares in favor of or against the Business Combination. As consideration
for the August Non-Redemption Agreement, the Company agreed to pay the Sponsor $0.033 per Class A ordinary shares per month, which will
begin accruing on the date that is three days after the date of the August Non-Redemption Agreement and terminate on the earlier of the
closing date of the Business Combination, the termination of the Merger Agreement, or the Outside Closing Date (as defined in the Merger
Agreement).
Additionally,
on August 1, 2023, the Company entered into an August Non-Redemption Agreement with a Non-Redeeming Shareholder holding Class A ordinary
shares, pursuant to which the Non-Redeeming Shareholder agreed not to redeem $1 million in aggregate value of Class A ordinary shares
held by it on the date of the Non-Redemption Agreement in connection with the Business Combination.
On July 26, 2023, the Company received an advance
of $70,560 from a related party.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References
to the “Company,” “our,” “us” or “we” refer to BYTE Acquisition Corp. The following discussion
and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking
statements on our current expectations and projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include,
but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements
other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include,
but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Overview
We
are a blank check company incorporated on January 8, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities
(the “Business Combination”). While we may pursue an initial business combination target in any business or industry, we
intend to focus our search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology,
fintech, enterprise software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology
platform and products. Our sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (our “Sponsor”).
Our
registration statement for our initial public offering was declared effective on March 17, 2021. On March 23, 2021, we consummated our
Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the
Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring
offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions. On April
7, 2021, the underwriter exercised the over-allotment option in part and purchased an additional 2,369,251 Units (the “Over-Allotment
Units”), generating additional gross proceeds of $23,692,510 (such offering, including the exercise of the over-allotment, the
“Initial Public Offering”).
Simultaneously
with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 1,030,000
Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of
$10.3 million.
Upon
the closing of the Initial Public Offering, sale of the Over-Allotment Units, and the Private Placement, $323.7 million ($10.00 per Unit)
of the net proceeds of the sale of the Units in the Initial Public Offering and certain of proceeds of the Private Placement were placed
in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in
United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust Account to the shareholders. However, to mitigate the risk of us being deemed
to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act), on February 10, 2023, we instructed Continental Stock Transfer & Trust Company to liquidate the U.S. government treasury
obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing
demand deposit account until the earlier of consummation of a Business Combination or liquidation.
If
we are unable to complete a Business Combination by the Extended Date (as defined below), we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
Extension
We
initially had until March 23, 2023 to consummate an initial business combination. On March 16, 2023, we held an extraordinary general
meeting (the “EGM”). In this meeting the shareholders approved amendments to our amended and restated memorandum and articles
of association to extend the date by which we must complete an initial business combination from March 23, 2023 to September 25, 2023
(the “Extension” and such date, the “Extended Date”) and to provide for the right of a holder of our Class B
Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of a Business Combination. In connection
with the EGM, shareholders holding an aggregate of 30,006,034 shares of our Class A Ordinary Shares exercised their right to redeem their
shares for $10.20 per share of the funds held in our Trust Account, leaving approximately $24.1 million in the Trust Account after such
redemption. Subsequently, it was determined that the redemption value per share was approximately $10.22 per share, or an aggregate total
of $306,691,945 of the funds held in the Trust Account resulting in a secondary distribution to the redeeming shareholders of approximately
$0.02 per share, or an aggregate total of $584,958.
Non-Redemption
Agreements
On
March 8, 2023, we entered into non-redemption agreements (collectively, the “Extension Non-Redemption Agreements”) with certain
of its existing shareholders (the “Non-Redeeming Shareholders”) holding Class A Ordinary Shares. Pursuant to the Extension
Non-Redemption Agreements, each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held by
them on the date of the Extension Non-Redemption Agreements (the “Shares”) in connection with the vote to amend our amended
and restated memorandum and articles of association to extend the date by which we have 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 us for approval by its shareholders.
In connection with the foregoing, we agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended
Date.
Pursuant
to the Merger Agreement (as defined below), we agreed to enter into Non-Redemption Agreements with certain investors pursuant to which
such investors will commit to hold or acquire, as applicable, and not to redeem an aggregate of $7 million of our Class A ordinary shares
in connection with the Merger (as defined below), on the terms and subject to the conditions set forth in these agreements.
On
August 1, 2023, we entered into a non-redemption agreement (“Non-Redemption Agreement”) with our Sponsor. Pursuant to the
Non-Redemption Agreement, our Sponsor agreed to acquire from our shareholders $6 million in aggregate value of our Public Shares, either
in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to
public shareholders who exercise redemption rights with respect to their Public Shares, prior to the closing date of the Business Combination,
to waive its redemption rights and hold the Public Shares through the closing date of the Business Combination, and to abstain from voting
and not vote the Public Shares in favor of or against the Business Combination. As consideration for the Non-Redemption Agreement, we
agreed to pay the Sponsor $0.033 per Public Share per month, which will begin accruing on the date that is three days after the date
of the Non-Redemption Agreement and terminate on the earlier of the closing date of the Business Combination, the termination of the
Merger Agreement, or the Outside Closing Date (as defined in the Merger Agreement).
Additionally,
on August 1, 2023, we entered into a Non-Redemption Agreement with one of the Non-Redeeming Shareholders holding Public Shares, pursuant
to which the Non-Redeeming Shareholder agreed not to redeem $1 million in aggregate value of Public Shares held by it on the date of
the Non-Redemption Agreement in connection with the Business Combination.
Merger
Agreement
On
June 27, 2023, we entered into a merger agreement, by and among us, BYTE Merger Sub Inc, (“Merger Sub”), and Airship AI Holdings,
Inc., a Washington corporation (“Airship AI”) (as it may be amended and/or restated from time to time, the “Merger
Agreement”).
Parent
Support Agreement
In
connection with the execution of the Merger Agreement, we entered into a support agreement (the “Parent Support Agreement”)
with the Sponsor and Airship AI, pursuant to which the Sponsor agreed to, among other things, vote all of its shares in favor of the
various proposals related to the Business Combination and the Merger Agreement and any other matters necessary or reasonably requested
by us for consummation of the Business Combination. The Sponsor has also agreed (a) to forfeit 1,000,000 of our Class A ordinary shares
owned by the Sponsor on the Closing Date and (b) to contribute 2,600,000 of our Class A ordinary shares owned by the Sponsor to secure
the Non-Redemption Agreements and/or the PIPE financing. The Parent Support Agreement also provides that the Sponsor Shares will be subject
to a lock-up for a period of 180 days following the Closing.
Company
Support Agreement
In
connection with the execution of the Merger Agreement, we entered into a support agreement (the “Company Support Agreement”)
with the Airship AI and certain shareholders of the Airship AI.
Class
B Conversion
Effective
as of March 27, 2023, pursuant to the terms of the amended and restated memorandum and articles of association after the EGM, the Sponsor
elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares of the Company,
with immediate effect.
Class
B Issuance
On
June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function.
Results
of Operations
Our
entire activity since inception through June 30, 2023 related to our formation, the preparation for the Initial Public Offering, and
since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged
in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial
Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents. We expect to
incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses.
For
the three months ended June 30, 2023, we had net loss of approximately $1.8 million, which primarily consisted of approximately $1.9
million of losses from operations and a noncash loss of approximately $334,000 resulting from changes in fair value of derivative warrant
liabilities, offset by interest earned from investments held in the Trust Account of approximately $415,000 and interest income from
the bank account of approximately $6,000.
For
the six months ended June 30, 2023, we had net loss of approximately $657,000, which primarily consisted of approximately $2.5 million
of losses from operations and a noncash loss of approximately $1.5 million resulting from changes in fair value of derivative warrant
liabilities, offset by of interest earned from investments held in the Trust Account of approximately $3.4 million and interest income
from the bank account of approximately $15,000.
For
the three months ended June 30, 2022, we had net income of approximately $1.9 million, which primarily consisted of a noncash gain of
approximately $1.8 million resulting from changes in fair value of derivative warrant liabilities and income from investments held in
the Trust Account of approximately $424,000, partially offset by approximately $288,000 of general and administrative expenses, including
$30,000 of general and administrative expenses to related parties.
For
the six months ended June 30, 2022, we had net income of approximately $7.2 million, which primarily consisted of a noncash gain of approximately
$7.4 million resulting from changes in fair value of derivative warrant liabilities and income from investments held in the Trust Account
of approximately $455,000, partially offset by approximately $637,000 of general and administrative expenses, including $60,000 of general
and administrative expenses to related parties.
Liquidity,
Capital Resources and Going Concern Consideration
As
of June 30, 2023, we had cash of $213,892.
Our
liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor
to cover certain expenses on our behalf in exchange for the issuance of the Founder Shares (as defined below), a loan under a note agreement
from our Sponsor of approximately $149,000 (the “Note”), and the net proceeds from the consummation of the Private Placement
not held in the Trust Account. We fully repaid the Note on March 25, 2021. In addition, in order to finance transaction costs in connection
with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated
to, provide us working capital loans. To date, there were no amounts outstanding under any working capital loans.
In
connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial
Statements - Going Concern,” management has determined that the liquidity condition and mandatory liquidation and subsequent dissolution
raises substantial doubt about the Company’s ability to continue as a going concern. Management continues to seek to complete a
Business Combination within the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should
the Company be required to liquidate after the Extended Date. The financial statements do not include any adjustment that might be necessary
if the Company is unable to continue as a going concern.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than, an agreement
to pay Sagara Group, LLC, which is a company controlled by Mr. Gloor, a monthly fee of $10,000 for office space, utilities and secretarial,
and administrative and support services. We began incurring these fees on March 23, 2021 and will continue to incur these fees monthly
until the earlier of the completion of the Business Combination and our liquidation.
The
underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,329,238 in the aggregate. The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to
the terms of the underwriting agreement. On May 30, 2023, the underwriters waived their entitlement to receive payment of the deferred
underwriting commissions of $11,329,238, that was to be paid under the terms of the underwriting agreement, in the event of closing of
a business combination with Airship AI.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. We have identified the following critical accounting policy:
Derivative
Warrant Liabilities
We
do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial
instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity”
(“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of
derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end
of each reporting period.
The
warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities
in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments
to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and
any change in fair value is recognized in the Company’s statements of operations. The initial estimated fair value of the warrants
was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the listed price
in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo
simulation.
Class
A ordinary shares subject to possible redemption
We
account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares
subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable
Class A ordinary shares (including Class ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, as of June 30, 2023 and December 31, 2022, 2,363,217 and 32,369,251 Class A ordinary shares subject to possible
redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet.
Effective
with the closing of the Public Offering (including sale of the Over-Allotment Units), we recognized the accretion from initial book value
to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net
(Loss) Income per ordinary share
We
have two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable Class
A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income
per ordinary share is calculated by dividing the net (loss) income by the weighted average of ordinary shares outstanding for the respective
period.
The
calculation of diluted net (loss) income per ordinary shares does not consider the effect of the warrants issued in connection with the
Public Offering (including sale of the Over-Allotment Units) and the Private Placement to purchase an aggregate of 16,699,626 ordinary
shares in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion
would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss)
income per share for the period ended June 30, 2023 and December 31, 2022. Accretion associated with the redeemable Class A ordinary
shares is excluded from net (loss) income per share as the redemption value approximates fair value.
Recent
Accounting Standards
In
June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets
measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses
is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard
including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December
15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1,
2023. The adoption of ASU 2016-13 did not have an impact on its financial statements.
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.
Off-Balance
Sheet Arrangements and Contractual Obligations
As
of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have
any commitments or contractual obligations.
JOBS
Act
The
JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify
as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements
based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that
comply with new or revised accounting pronouncements as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions
we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required
of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement
that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation
related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation
to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public
Offering or until we are no longer an “emerging growth company,” whichever is earlier.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item
4. 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 quarter ended June
30, 2023, 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 June 30, 2023, 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 and accruals 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,
June 30, 2021 and March 31, 2023. Additionally, this material weakness could result in a misstatement of the warrant liability, Class
A ordinary shares, accruals, 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 are met. 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 conditions.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2023 covered by
this Quarterly Report on Form 10-Q 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.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
As
of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report
on Form 10-K filed with the SEC on March 31, 2023 other than the risk factors listed below. Any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or
that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors
or disclose additional risk factors from time to time in our future filings with the SEC.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
| o | restrictions
on the nature of our investments; and |
| o | restrictions
on the issuance of securities, |
each
of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome
requirements, including:
| o | registration
as an investment company; |
| o | adoption
of a specific form of corporate structure; and |
| o | reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
With
respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC
issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating
companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections
by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants
in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment
Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy
certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.
There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does
not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated
above, we completed our initial public offering in March 23, 2021 and have operated as a blank check company searching for a target business
with which to consummate an initial business combination since such time (or approximately 29 months after the effective date of our
initial public offering, as of the date of this Quarterly Report). If we were deemed to be an investment company for purposes of the
Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required
to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning
shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such
a transaction, and our warrants would expire worthless.
The
funds in the Trust Account were, since the Company’s initial public offering, held only in U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of the Company being deemed to have been operating
as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February
10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial business combination
or liquidation.
We
have identified a material weakness in our internal control over financial reporting as of March 31, 2023. If we are unable to develop
and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial
results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and
operating results.
We have identified a material weakness in our internal
controls over financial reporting relating to our accounting for complex financial instruments and accruals. 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 our annual or interim financial statements will not be prevented or detected and corrected on a timely
basis.
Effective
internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses
may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are
unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our
business and operating results. If we identify any new material weaknesses in the future, any such newly identified material
weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement
of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements
regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence
in our financial reporting and adversely affect our business and operating results. We cannot assure you that the measures we have taken
to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
The
Company’s ability to complete an initial business combination with a U.S. target company may be impacted if such initial business
combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign
Investment in the United States (“CFIUS”), and ultimately prohibited.
The
Sponsor, BYTE Holdings LP, is a Cayman Islands exempted limited partnership, and is likely to be considered a “foreign person”
under the regulations administered by CFIUS. As such, an initial business combination with a U.S. business may be subject to CFIUS jurisdiction,
the scope of which includes controlling investments (within the meaning of “control” under the CFIUS regulations) as well
as certain non-passive, non-controlling investments in sensitive U.S. businesses meeting certain criteria. If the Company’s potential
initial business combination with a U.S. business falls within CFIUS’s jurisdiction, the parties may determine that they are required
to make a mandatory filing or that they will submit a voluntary filing to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay
the initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination
or recommend that the U.S. president block the initial business combination or order the Company to divest all or a portion of a U.S.
business of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain initial business
combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders. As a result, the pool of
potential targets with which the Company could complete an initial business combination may be impacted, and it may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete its
initial business combination. If the Company cannot complete its initial business combination by September 25, 2023, or such later date
that may be approved by the Company’s shareholders, because the review process extends beyond such timeframe or because the initial
business combination is ultimately prohibited by CFIUS or another U.S. government entity, the Company may be required to liquidate.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered
Sales
On
January 22, 2021, our Sponsor paid an aggregate of $25,000 for certain offering costs on our behalf in exchange for issuance of 8,625,000
Class B ordinary shares (the “Founder Shares”). The holders of the Founder Shares agreed to forfeit up to an aggregate of
1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by
the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial
Public Offering. On April 7, 2021, the underwriter exercised its over-allotment option in part, and 532,687 Founder Shares were subsequently
forfeited by our Sponsor.
No
underwriting discounts or commissions were paid with respect to such sales.
Use
of Proceeds
In
connection with the Initial Public Offering, we incurred offering costs of approximately $17.2 million (including deferred underwriting
commissions of approximately $10.5 million). Other incurred offering costs consisted principally of preparation fees related to the Initial
Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable
upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $300.0 million of the
net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement Units (or $10.00 per Unit sold in
the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from
the sale of the Private Placement Units are held in the Trust Account and invested as described elsewhere in this Quarterly Report on
Form 10-Q.
There
has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described
in the Company’s final prospectus related to the Initial Public Offering.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits.
Exhibit
Number |
|
Description |
2.1† |
|
Merger
Agreement, dated as of June 27, 2023, by and among BYTE Acquisition Corp., BYTE Merger Sub, Inc. and Airship AI Holdings, Inc. (incorporated
by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40222), filed with the
SEC on June 27, 2023). |
10.1† |
|
Parent
Support Agreement, dated as of June 27, 2023, by and among Byte Holdings LP, BYTE Acquisition Corp. and Airship AI Holdings, Inc.
(incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40222), filed
with the SEC on June 27, 2023). |
10.2† |
|
Company
Support Agreement, dated as of June 27, 2023, by and among BYTE Acquisition Corp., Airship AI Holdings, Inc. and the other parties
thereto (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40222),
filed with the SEC on June 27, 2023). |
10.3 |
|
Non-Redemption
Agreement, dated as of August 1, 2023, by and among BYTE Acquisition Corp., Byte Holdings LP, and Airship AI Holdings, Inc. (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40222), filed with the SEC on August
2, 2023). |
10.4 |
|
Non-Redemption
Agreement, dated as of August 1, 2023, by and among BYTE Acquisition Corp. and the shareholder of BYTE Acquisition Corp. named therein
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40222), filed with the
SEC on August 2, 2023). |
31.1 |
|
Certification
of Principal Executive, Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
|
Certification
of Principal Executive, Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |
101.INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension
Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension
Calculation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension
Definition Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension
Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension
Presentation Linkbase Document. |
104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101). |
† | Certain
of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item
601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules
to the SEC upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized on this 14th day of August 2023.
|
BYTE ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Sam Gloor |
|
Name: |
Sam Gloor |
|
Title: |
Chief Executive Officer and Chief Financial Officer |
31
00-0000000
0.03
0.05
0.16
0.17
0.03
0.05
0.16
0.17
32369251
2363217
9122313
9122313
0.05
0.05
0.16
0.16
14796657
32369251
9122313
9122313
0.03
0.03
0.17
0.17
false
--12-31
Q2
0001842566
0001842566
2023-01-01
2023-06-30
0001842566
byts:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOnehalfOfOneRedeemableWarrantMember
2023-01-01
2023-06-30
0001842566
byts:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember
2023-01-01
2023-06-30
0001842566
byts:RedeemableWarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member
2023-01-01
2023-06-30
0001842566
us-gaap:CommonClassAMember
2023-08-14
0001842566
us-gaap:CommonClassBMember
2023-08-14
0001842566
2023-06-30
0001842566
2022-12-31
0001842566
us-gaap:CommonClassAMember
2023-06-30
0001842566
us-gaap:CommonClassAMember
2022-12-31
0001842566
us-gaap:CommonClassBMember
2023-06-30
0001842566
us-gaap:CommonClassBMember
2022-12-31
0001842566
2023-04-01
2023-06-30
0001842566
2022-04-01
2022-06-30
0001842566
2022-01-01
2022-06-30
0001842566
us-gaap:CommonClassAMember
2023-04-01
2023-06-30
0001842566
us-gaap:CommonClassAMember
2022-04-01
2022-06-30
0001842566
us-gaap:CommonClassAMember
2023-01-01
2023-06-30
0001842566
us-gaap:CommonClassAMember
2022-01-01
2022-06-30
0001842566
byts:NonRedeemableOrdinarySharesMember
2023-04-01
2023-06-30
0001842566
byts:NonRedeemableOrdinarySharesMember
2022-04-01
2022-06-30
0001842566
byts:NonRedeemableOrdinarySharesMember
2023-01-01
2023-06-30
0001842566
byts:NonRedeemableOrdinarySharesMember
2022-01-01
2022-06-30
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-12-31
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-12-31
0001842566
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001842566
us-gaap:RetainedEarningsMember
2022-12-31
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001842566
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001842566
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001842566
2023-01-01
2023-03-31
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-03-31
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-03-31
0001842566
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001842566
us-gaap:RetainedEarningsMember
2023-03-31
0001842566
2023-03-31
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001842566
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001842566
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-06-30
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-06-30
0001842566
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001842566
us-gaap:RetainedEarningsMember
2023-06-30
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2021-12-31
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2021-12-31
0001842566
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001842566
us-gaap:RetainedEarningsMember
2021-12-31
0001842566
2021-12-31
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001842566
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001842566
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001842566
2022-01-01
2022-03-31
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-03-31
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-03-31
0001842566
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001842566
us-gaap:RetainedEarningsMember
2022-03-31
0001842566
2022-03-31
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001842566
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001842566
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001842566
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-06-30
0001842566
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-06-30
0001842566
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001842566
us-gaap:RetainedEarningsMember
2022-06-30
0001842566
2022-06-30
0001842566
us-gaap:IPOMember
2021-03-01
2021-03-23
0001842566
us-gaap:IPOMember
2021-03-23
0001842566
us-gaap:OverAllotmentOptionMember
2021-03-23
0001842566
byts:UnderwriterMember
us-gaap:OverAllotmentOptionMember
2021-04-01
2021-04-07
0001842566
byts:ByteHoldingsLPMember
us-gaap:OverAllotmentOptionMember
2021-04-01
2021-04-07
0001842566
us-gaap:PrivatePlacementMember
2023-01-01
2023-06-30
0001842566
us-gaap:PrivatePlacementMember
2023-06-30
0001842566
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
2023-06-30
0001842566
2023-03-16
2023-03-16
0001842566
us-gaap:CommonClassAMember
2023-03-16
2023-03-16
0001842566
us-gaap:AssetHeldInTrustMember
2023-03-16
2023-03-16
0001842566
us-gaap:IPOMember
2023-01-01
2023-06-30
0001842566
byts:ClassAMember
2023-04-01
2023-06-30
0001842566
byts:ClassANonredeemableAndClassBMember
2023-04-01
2023-06-30
0001842566
byts:ClassAMember
2022-04-01
2022-06-30
0001842566
byts:ClassANonredeemableAndClassBMember
2022-04-01
2022-06-30
0001842566
byts:ClassAMember
2023-01-01
2023-06-30
0001842566
byts:ClassANonredeemableAndClassBMember
2023-01-01
2023-06-30
0001842566
byts:ClassAMember
2022-01-01
2022-06-30
0001842566
byts:ClassANonredeemableAndClassBMember
2022-01-01
2022-06-30
0001842566
us-gaap:OverAllotmentOptionMember
2021-04-01
2021-04-07
0001842566
2021-04-01
2021-04-07
0001842566
2021-01-22
0001842566
us-gaap:CommonClassBMember
2021-01-18
2021-01-22
0001842566
us-gaap:OverAllotmentOptionMember
2021-04-04
2021-04-07
0001842566
us-gaap:CommonClassBMember
2023-06-26
0001842566
2021-03-25
0001842566
us-gaap:OverAllotmentOptionMember
2023-01-01
2023-06-30
0001842566
2023-05-01
2023-05-30
0001842566
2023-03-08
2023-03-08
0001842566
2023-03-08
0001842566
byts:PublicWarrantMember
2023-06-30
0001842566
us-gaap:PrivatePlacementMember
2022-12-31
0001842566
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
us-gaap:CommonClassAMember
2023-06-30
0001842566
srt:MinimumMember
2023-01-01
2023-06-30
0001842566
srt:MaximumMember
2023-01-01
2023-06-30
0001842566
us-gaap:FairValueInputsLevel1Member
2023-06-30
0001842566
us-gaap:FairValueInputsLevel2Member
2023-06-30
0001842566
us-gaap:FairValueInputsLevel3Member
2023-06-30
0001842566
us-gaap:FairValueInputsLevel1Member
2022-12-31
0001842566
us-gaap:FairValueInputsLevel2Member
2022-12-31
0001842566
us-gaap:FairValueInputsLevel3Member
2022-12-31
0001842566
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2023-08-01
0001842566
us-gaap:SubsequentEventMember
2023-08-01
0001842566
us-gaap:SubsequentEventMember
2023-07-26
2023-07-26
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
In connection with the Quarterly Report of BYTE
Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and
Exchange Commission (the “Report”), I, Sam Gloor, Chief Executive Officer and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: