Filed
by BYTE Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Airship AI Holdings, Inc.
Commission File Number: 333-274464
BYTE
Acquisition Corp. and Airship AI Holdings, Inc. Announce Filing of Definitive Proxy Statement and Extraordinary General Meeting on December
15, 2023 to Vote on Business Combination
Extraordinary
General Meeting of BYTE Acquisition Corp. (“BYTE”) Shareholders to Approve the Proposed Business Combination with Airship
AI Holdings, Inc. (“Airship AI”), will be Held on December 15, 2023, at 4:30 p.m. ET
Shareholders,
as of the Close of Business on the Record Date of November 21, 2023, are Encouraged to Vote Their Shares
BYTE’s
Board of Directors Recommends Shareholders Vote “FOR” All of the Proposals at the Extraordinary General Meeting
For
More Information, BYTE’s Shareholders are Encouraged to Carefully Read the Entire Definitive Proxy Statement Filed in Connection
with the Proposed Business Combination
Redmond,
WA & New York, NY – December 7, 2023 – BYTE Acquisition Corp. (NASDAQ: BYTS),
a special purpose acquisition company (“BYTE”), and Airship AI Holdings, Inc. (“Airship AI”), a robust AI-driven
data management platform that solves complex data challenges for large institutions operating in dynamic and mission-critical environments
with rapidly increasing volumes of data being ingested from a similarly rapidly growing number of data sources, today announced that
BYTE’s definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) relating to the previously announced
proposed business combination (the “Business Combination”) with Airship AI has been filed with the U.S. Securities and Exchange
Commission (the “SEC”) on December 5, 2023.
The
filing of the definitive Proxy Statement/Prospectus is an important step in Airship AI becoming a publicly traded company, with the goal
of being listed on the Nasdaq at the close of the transaction.
BYTE
will commence mailing of the Proxy Statement/Prospectus, which contains a notice and voting instruction form or a proxy card relating
to the extraordinary general meeting of the BYTE shareholders (the “Extraordinary General Meeting”), to BYTE shareholders
of record as of the close of business on the record date of November 21, 2023.
The
Extraordinary General Meeting to approve the Business Combination is scheduled to be held on December 15, 2023, at 4:30 p.m. ET. The
Extraordinary General Meeting will be held virtually and can be accessed via a live audio webcast at https://www.cstproxy.com/byteacquisition/egm2023.
If the proposals at the Extraordinary General Meeting are approved, the parties anticipate that the Business Combination will close shortly
thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.
Upon
closing of the Business Combination, the combined entity is expected to be listed on Nasdaq under the ticker symbol “AISP”.
Every
shareholder’s vote matters, regardless of the number of shares held. Accordingly, BYTE encourages shareholders to vote by submitting
their proxies as soon as possible and by no later than 11:59 p.m. EST on December 14, 2023, to ensure that the shareholder’s shares
will be represented at the Extraordinary General Meeting. Proxies may be submitted by Internet or mail. Additional instructions may be
found in the Proxy Statement/Prospectus and on the proxy card. BYTE’s board of directors unanimously recommends that shareholders
vote “FOR” the Business Combination with Airship AI and all other proposals at the Extraordinary General Meeting. Shareholders
who hold shares in “street name” (i.e., those shareholders whose shares are held of record by a broker, bank, or other nominee)
should contact their broker, bank, or nominee to ensure that their shares are voted.
If
any individual BYTE shareholder has not received a copy of the Proxy Statement, such shareholder should (i) confirm his, her or its status
with his, her or its broker or (ii) contact Morrow
Sodali LLC, BYTE’s proxy solicitor, by email at BYTS.info@morrowsodali.com. Individuals may also call Morrow Sodali toll free at
(800) 662-5200; banks and brokers can call (203)-658-9400.
About
Airship AI Holdings, Inc.
Founded
in 2006, Airship AI is a U.S. owned and operated technology company headquartered in Redmond, Washington. Airship AI is an AI-driven
video, sensor and data management surveillance platform that improves public safety and operational efficiency for public sector and
commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers. Airship
AI’s product suite includes Outpost AI edge hardware and software offerings, Acropolis enterprise management software stack, and
Command family of visualization tools.
For
more information, visit https://airship.ai.
About
BYTE Acquisition Corp.
BYTE
is a technology-focused blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses or entities.
Additional
Information and Where to Find It
This
press release is provided for information purposes only and contains information with respect to a proposed business combination (the
“Proposed Business Combination”) among Airship AI, BYTE and BYTE Merger Sub, Inc., a wholly-owned subsidiary of BYTE, in
connection with the transactions contemplated in the business combination agreement. In connection with the Proposed Business Combination,
BYTE has filed with the SEC a Registration Statement on Form S-4, which includes the Proxy Statement/Prospectus (as amended from time
to time, the “Registration Statement”). A full description of the terms of the Proposed Business Combination is provided
in the Registration Statement. BYTE urges investors, shareholders and other interested persons to read the Registration Statement as
well as other documents filed with the SEC because these documents will contain important information about BYTE, Airship AI and the
Proposed Business Combination. Shareholders and other interested persons will also be able to obtain a copy of the Proxy Statement/Prospectus,
without charge, by directing a request to: BYTE Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022. The definitive Proxy
Statement/Prospectus can also be obtained, without charge, at the SEC’s website (www.sec.gov). The information contained on, or
that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part
of, this press release.
No
Offer or Solicitation
This
press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in respect of the Proposed Business Combination,
nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation
regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom.
Participants
in the Solicitation
BYTE
and Airship AI and their respective directors and executive officers may be considered participants in the solicitation of proxies with
respect to the Proposed Business Combination described herein under the rules of the SEC. Information regarding the interests of participants
in the solicitation of proxies in connection with the Proposed Business Combination is included in the Proxy Statement/Prospectus. You
may obtain free copies of these documents as described above.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking
statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational
metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the Proposed Business Combination
and the projected future financial performance of Airship AI following the Proposed Business Combination; (3) changes in the market for
Airship AI’s services and technology, expansion plans and opportunities; (4) Airship AI’s unit economics; (5) the sources
and uses of cash in connection with the Proposed Business Combination; (6) the anticipated capitalization and enterprise value of the
combined company following the consummation of the Proposed Business Combination; (7) the projected technological developments of Airship
AI; (8) current and future potential commercial and customer relationships; (9) the ability to operate efficiently at scale; (10) anticipated
investments in capital resources and research and development, and the effect of these investments; (11) the amount of redemption requests
made by BYTE’s public shareholders; (12) the ability of the combined company to issue equity or equity-linked securities in the
future; (13) the failure to achieve the minimum cash at closing requirements; (14) the inability to obtain or maintain the listing of
the combined company’s common stock on Nasdaq following the Proposed Business Combination, including but not limited to redemptions
exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the Proposed
Business Combination; and (15) expectations related to the terms and timing of the Proposed Business Combination. These statements are
based on various assumptions, whether or not identified in this press release, and on the current expectations of BYTE’s and Airship
AI’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of BYTE and Airship AI. These forward-looking statements are subject to a
number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Registration Statement and the other documents that BYTE has filed, or will file, with the SEC
relating to the Proposed Business Combination. If any of these risks materialize or our assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive,
and there may be additional risks that neither BYTE nor Airship AI presently know or that BYTE and Airship AI currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements
reflect BYTE’s and Airship AI’s expectations, plans or forecasts of future events and views as of the date of this press
release. BYTE and Airship AI anticipate that subsequent events and developments will cause BYTE’s and Airship AI’s assessments
to change. However, while BYTE and Airship AI may elect to update these forward-looking statements at some point in the future, BYTE
and Airship AI specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
BYTE’s and Airship AI’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Contacts
Sam
Gloor
CEO & CFO
BYTE Acquisition Corp.
sam.gloor@bytespac.com
+1 (917) 969-9250
Airship
AI Investor Contact:
Chris
Tyson/Larry Holub
MZ
North America
949-491-8235
AISP@mzgroup.us
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