United States securities and exchange commission logo
November 16, 2023
Samuel Gloor
Chief Executive Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re: BYTE Acquisition
Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed November 7,
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 November 2, 2023
letter.
Amendment No. 2 to Registration Statement on Form S-4
Certain Projected Financial Information for Airship AI, page 115
1. We note your response
to prior comment 1. Please revise to quantify the assumed contract
win rate and revenue
that each opportunity classification in your pipeline will provide. For
example, of the $162.9
million pipeline, you estimate $6.7 million in RFQ responses,
$30.5 million in Quoted
opportunities, and $125.7 million in Market Research or RFI
opportunities; however,
it is unclear the amount that you expect will result in awarded
contracts and related
revenue. As part of your disclosure, clarify whether your assumed
conversion and/or
contract win rate is based on historical trends or experience, and
provide a discussion
supporting your assumptions. To the extent your assumptions are
based on historical
trends, disclose such historical information for each of the periods
presented.
Samuel Gloor
FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
Comapany 16,
November NameBYTE
2023 Acquisition Corp.
November
Page 2 16, 2023 Page 2
FirstName LastName
2. Please revise here and in your Growth Strategy section on page 222 to
quantify the total
number of awarded contracts and other opportunities, such as RFQs,
RFIs, Quoted
Opportunities, and Market Research Opportunities, in your pipeline. To
the extent
material, discuss the average contract amount of your awarded
contracts and other
opportunities in your pipeline or if they are highly variable, provide
additional discussion
regarding such variability.
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