8-K
Airship AI Holdings, Inc. (AISP)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 7, 2021
BYTE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40222 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br> File Number) | (IRS Employer<br><br>Identification No.) |
445 Park Avenue, 9^th^ Floor
New York, NY 10022
(Address of principal executive offices, including 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, par value $0.0001 par value | BYTS | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | BYTSW | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
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. ☐
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K of BYTE Acquisition Corp. (the “Company”), on March 23, 2021, the Company consummated its initial public offering (“IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. The underwriters of the IPO (the “Underwriters”) were granted a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On April 7, 2021, the Underwriters 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.
As previously reported on a Current Report on Form 8-K of the Company, on March 23, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 1,030,000 units (the “Private Placement Units”) to Byte Holdings LP (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $10,300,000.
On April 7, 2021, the Company issued a press release announcing the closing of the over-allotment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. ****
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated April 7, 2021. |
1
SIGNATURE
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 hereunto duly authorized.
| BYTE ACQUISITION CORP. | ||
|---|---|---|
| By: | /s/ Danny Yamin | |
| Name: Danny Yamin | ||
| Title: Chief Executive Officer | ||
| Dated: April 13, 2021 |
2
Exhibit 99.1
BYTE Acquisition Corporation Announces Exerciseand Closing of Over-Allotment Option in Initial Public Offering Resulting in Approximately $324 Million of Gross IPO Proceeds
NEW YORK, NY – April 7, 2021 – BYTE Acquisition Corporation (the “Company”), a special purpose acquisition company, today announced that Citigroup Global Markets Inc. partially exercised its over-allotment option resulting in the issuance of an additional 2,369,251 units at a price of $10.00 per unit, for gross proceeds of approximately $23.7 million. Combined with the previously announced initial public offering of 30,000,000 units at a price of $10.00 per unit, this resulted in gross IPO proceeds of $323.7 million. The units began trading on The Nasdaq Capital Market (“Nasdaq”) on March 19, 2021, under the ticker symbol "BYTSU".
Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Once the securities comprising the units commence separate trading, the Class A ordinary shares and warrants are expected to be respectively listed on Nasdaq under the symbols “BYTS” and “BYTSW”. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Citigroup Global Markets Inc. acted as sole book-running manager for the offering.
A registration statement relating to the securities became effective on March 17, 2021. The offering was made only by means of a prospectus, which forms a part of the registration statement. Copies of the prospectus may be obtained for free by visiting EDGAR on the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. Alternatively, copies may be obtained, when available, from Citigroup Global Markets Inc., Attention: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at 800-831-9146.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BYTE Acquisition Corporation
BYTE Acquisition Corporation is a newly formed blank check company incorporated as a Cayman Islands exempted company and incorporated 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, which we refer to as our initial business combination. While the Company may pursue an acquisition opportunity in any industry or sector, we intend to focus our search for targets in the Israeli technology industry, including those engaged in enterprise software, SaaS, cybersecurity, cloud computing, artificial intelligence (“AI”) and robotics, fintech, automotive technology, semiconductors, medical technology and that offer differentiated technology platforms and products. For more information on BYTE Acquisition Corporation, please visit www.bytespac.com.
Cautionary Statement Concerning Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and search for a Business Combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
BYTS Company Contact:
Sam Gloor, CFO
(917) 969-9250
info@bytespac.com
BYTS Investor Relations Contact:
Chris Tyson/Doug Hobbs
SPAC Alpha IR+
(949) 491-8235
BYTS@mzgroup.us