United States securities and exchange commission logo
November 2, 2023
Samuel Gloor
Chief Executive Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re: BYTE Acquisition
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 18,
2023
File No. 333-274464
Dear Samuel Gloor:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our October 6, 2023
letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Projected Financial Information for Airship AI, page 113
1. We note your response
to prior comment 10. Please revise to provide a more complete
discussion regarding
the Market Research or RFI Opportunities in your estimated sales
pipeline. Additionally,
we note your disclosure that Market Research or RFI opportunities
largely consist of
formal or informal responses to a customer about needs and
requirements and
Airship AI s ability to solve them. Please quantify and clearly discuss
the underlying
assumptions related to how such "formal or informal responses" are
converted into revenue.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30,
2023, page 187
2. Please revise to label
the adjustment that reduces redeemable common stock by
$19.26 million as pro
forma adjustment (3) rather than pro forma adjustment (1).
Samuel Gloor
FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
Comapany 2,
November NameBYTE
2023 Acquisition Corp.
November
Page 2 2, 2023 Page 2
FirstName LastName
Information About Airship AI, page 214
3. We note your response to prior comment 17. Please expand your
disclosure with respect
to your other offerings to discuss how your AI models structure data
from the various
inputs and the specific data points customers receive.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Airship AI
Key Performance Indicators, page 221
4. We note your revised disclosure and response to prior comment 18.
Please explain
further how you have historically evaluated your business from a
customer standpoint, and
whether you have historically tracked any customer related metrics.
Results of Operations, page 223
5. We note your disclosure that for the six months ended June 30, 2023
one customer
accounted for 60% of revenue. Please revise to provide additional
discussion regarding
the increase in reliance on a single customer. In addition, please
tell us whether you are
substantially dependent on this customer, and if so, please provide
any agreement with
them as an exhibit or tell us why it is not required.
General
6. We note your disclosure that BYTS no longer needs to have net tangible
assets of at least
$5,000,001 prior to or upon consummation of the Business Combination.
Please revise
your registration statement to clarify that this is no longer a
condition of the Merger
Agreement, including on the cover page and pages 22 and 136. In
addition, we note that if
the amount in the trust falls below $5,000,001 as a result of
redemptions, Airship Pubco
would likely also no longer meet the Nasdaq listing standards. At that
point it is possible
Airship Pubco could become a penny stock. Please revise your cover
page and risk factors
to clearly discuss the impact that the trust falling below $5,000,001
could have upon your
listing on Nasdaq. Please provide clear disclosure that removal of
this provision may
result in your securities falling within the definition of penny
stock, and clearly discuss the
risk to the company and investors if your securities were to be
considered penny stock.
Samuel Gloor
FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
Comapany 2,
November NameBYTE
2023 Acquisition Corp.
November
Page 3 2, 2023 Page 3
FirstName LastName
Please contact Brittany Ebbertt at 202-551-3572 or Christine Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alexandra Barone at 202-551-8816 or Matthew Derby at 202-551-3334 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Elliott Smith