SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Byte Holdings LP
(Last) (First) (Middle)
C/O BYTE ACQUISITION CORP.
445 PARK AVENUE, 9TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BYTE Acquisition Corp. [ BYTS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares, par value $0.0001 per share(1) 08/21/2023 P 500,000 A $10.57 8,592,313 D(2)(3)
Class A Ordinary Shares, par value $0.0001 per share 1,030,000(4) D(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share (5)(6) 06/26/2023 J(6) 1 (5)(6) (5)(6) Class A Ordinary Shares, par value $0.0001 per share 1 $0.00 1 D
1. Name and Address of Reporting Person*
Byte Holdings LP
(Last) (First) (Middle)
C/O BYTE ACQUISITION CORP.
445 PARK AVENUE, 9TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Byte Holdings GP Corp.
(Last) (First) (Middle)
C/O BYTE ACQUISITION CORP.
445 PARK AVENUE, 9TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Komissarov Vadim
(Last) (First) (Middle)
C/O BYTE ACQUISITION CORP.
445 PARK AVENUE, 9TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rozengarten Kobi
(Last) (First) (Middle)
C/O BYTE ACQUISITION CORP.
445 PARK AVENUE, 9TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Non-Redemption Agreement dated August 1, 2023 between Byte Holdings LP ("Sponsor"), Byte Acquisition Corp. ("Company"), and Airship AI Holdings, Inc., the Sponsor agreed to acquire from shareholders of the Company $6 million in aggregate value of the Company's Class A ordinary shares, par value $0.0001 per share ("Class A Shares"), either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share that would be payable to public shareholders who exercise their redemption rights. On August 21, 2023, the Sponsor acquired an aggregate of 500,000 Class A Shares in privately negotiated transactions at a price per share of $10.565, for an aggregate purchase price of $5,282,500.
2. This form is being filed by the following reporting persons: Byte Holdings LP and each of Byte Holdings GP Corp., Vadim Komissaorv and Kobi Rozengarten (and together with the Sponsor, the "Reporting Persons"). Because of the relationships among the Reporting Persons described in footnote 3, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
3. The securities are held directly by the Sponsor and the members of BYTE Acquisition Corp.'s management team are among the limited partners of the Sponsor. Byte Holdings GP Corp. is the general partner of the Sponsor, and Kobi Rozengarten and Vadim Komissarov are the sole directors of Byte Holdings GP Corp. and share voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interests.
4. Includes securities underlying 1,030,000 units of the Company. Each unit consists of one Class A Share and one-half of one warrant, with each whole warrant exercisable to purchase one Class A Share beginning 30 days after the completion of the Company's initial business combination.
5. The Company's Class B ordinary shares, par value $0.0001 per share ("Class B Shares") are (i) convertible into Class A Shares at the holder's election on a one-for-one basis and (ii) automatically convertible into Class A Shares at the time of the closing of Company's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
6. On June 26, 2023, the Company issued one Class B Share to the Sponsor for no consideration for administrative purposes. Pursuant to the merger agreement dated as of June 27, 2023 between the Company, Airship AI Holdings, Inc., and the other parties thereto, Sponsor will surrender the Class B Share to the Issuer for no consideration immediately following shareholder approval of the business combination and related matters.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Company.
/s/ Vadim Komissarov for Byte Holdings LP 08/21/2023
/s/ Vadim Komissarov for Byte Holdings GP Corp. 08/21/2023
/s/ Vadim Komissarov 08/21/2023
/s/ Kobi Rozengarten 08/21/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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