Filed pursuant to Rule 424(b)(3)
Registration No. 333-274464

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

BYTE ACQUISITION CORP.
(a Cayman Islands exempted company)

PROSPECTUS
FOR UP TO 54,159,532 SHARES OF COMMON STOCK AND
16,699,626 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Issuance)

AND 9,207,868 SHARES OF COMMON STOCK AND
515,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK (For Reoffer)

OF

BYTE ACQUISITION CORP.
(to be renamed “Airship AI Holdings, Inc.” following Domestication in the State of Delaware and in connection with the Business Combination described herein)

On June 26, 2023, the board of directors of BYTE Acquisition Corp., a Cayman Islands exempted company (“BYTS”), unanimously approved the Merger Agreement, dated as of June 27, 2023, by and among BYTS, BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”) and Airship AI Holdings, Inc., a Washington company (“Airship AI”), attached to this proxy statement/prospectus as Annex A (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is approved by BYTS’s shareholders and the transactions contemplated by the Merger Agreement are consummated, the following will occur: (1) the domestication of BYTS as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and the amended and restated memorandum and articles of association of BYTS (as may be amended from time to time, the “Cayman Constitutional Documents”), in which BYTS will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the Cayman Constitutional Documents, Section 388 of the DGCL and Part XII of the Companies Act (the “Domestication”); (2) the merger (the “Merger”) of Merger Sub with and into Airship AI, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the separate corporate existence of Merger Sub will cease and Airship AI will be the surviving corporation and a wholly-owned subsidiary of BYTS, pursuant to the terms of the Merger Agreement and in accordance with the Washington Business Corporation Act, as amended, as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Proposed Transaction” or “Business Combination”). In connection with the Proposed Transaction, BYTS will be renamed “Airship AI Holdings, Inc.” (“Airship Pubco”).

In connection with the Domestication, (x) immediately prior to the Domestication, Byte Holdings LP, a Cayman Islands exempted limited partnership and the Sponsor of BYTS (“Sponsor”), will surrender to BYTS for no consideration the sole issued and outstanding Class B ordinary share of BYTS, par value $0.0001 per share (the “BYTS Class B Ordinary Share”) and (y) at the effective time of the Domestication, (i) each then issued and outstanding Class A ordinary share of BYTS, par value $0.0001 per share (each, a “BYTS Class A Ordinary Share” and together with the BYTS Class B Ordinary Share, the “BYTS Ordinary Shares”), will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of Airship Pubco (the “Airship Pubco Common Stock”); (ii) each then issued and outstanding warrant to purchase one BYTS Class A Ordinary Share (each, a “BYTS Warrant”) will become exercisable for one share of Airship Pubco Common Stock (each, an “Airship Pubco Warrant”) pursuant to the terms of the Warrant Agreement, dated as of March 18, 2021, by and between BYTS and Continental Stock Transfer & Trust Company, as warrant agent; and (iii) each then issued and outstanding unit of BYTS (each, a “BYTS Unit”) will separate and convert automatically into one share of Airship Pubco Common Stock and one-half of one Airship Pubco Warrant.

Under the Merger Agreement, the holders of common stock of Airship AI (“Airship Common Stock”) immediately prior to the Closing, the holders of Airship Options (as defined below) immediately prior to the Closing, the holders of the Airship Earnout Warrants (as defined below) immediately prior to the Closing and the holders of Airship SARs (as defined below) immediately prior to the Closing will receive aggregate consideration of $225.0 million in the form of shares of Airship Pubco Common Stock (at a deemed value of $10.00 per share) (the “Aggregate Merger Consideration”) in exchange for their outstanding equity interests, as set forth in more detail below.

The Merger Agreement also provides, among other things, that the Airship AI equityholders that hold shares of Airship Common Stock, Airship Options, Airship Earnout Warrants or Airship SARs (the “Airship Earnout Holders”) have the contingent right to receive up to 5.0 million additional shares of Airship Pubco Common Stock (the “Earnout Shares”), subject to the following contingencies:

(A)    25% of the Earnout Shares if, for the period starting on the Closing Date and ending on the last day of the full calendar quarter immediately following the first anniversary of the Closing Date, (1) Company Revenue (as defined below) is at least $39 million, or (2) the aggregate value of new contract awards (including awards obtained through purchase orders) with federal law enforcement agencies (whether such awards are obtained directly or through intermediaries) has grown by at least 100% as compared to the year-over-year amount for the twelve-month period ending on the date of the Merger Agreement (the “First Operating Performance Milestone”);

(B)    75% of the Earnout Shares if, for the period starting on the Closing Date and ending on the last day of the full calendar quarter immediately following the third anniversary of the Closing Date, Company Revenue is at least $100 million (the “Second Operating Performance Milestone”);

(C)    50% of the Earnout Shares if, at any time during the period starting on the Closing Date and ending on the fifth anniversary of the Closing Date, over any twenty (20) trading days within any thirty (30) trading day period the volume weighted average price (“VWAP”) of the Airship Pubco Common Stock is greater than or equal to $12.50 per share (the “First Share Price Performance Milestone”); and

(D)    50% of the Earnout Shares if, at any time during the period starting on the Closing Date and ending on the fifth anniversary of the Closing Date, over any twenty (20) trading days within any thirty (30) trading day period the VWAP of the Airship Pubco Common Stock is greater than or equal to $15.00 per share (the “Second Share Price Performance Milestone”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each option to purchase shares of Airship Common Stock (each, an “Airship Option”) that is outstanding as of immediately prior to the Effective Time will be converted into (i) an option (each, a “Converted Stock Option”), on substantially the same terms and conditions as are in effect with respect to each such Airship Option immediately prior to the Effective Time, to purchase the number of shares of Airship Pubco Common Stock, determined by multiplying the number of shares of Airship Common Stock subject to such Airship Option as of immediately prior to the Effective Time by the Conversion Ratio (as defined below), at an exercise price per share of Airship Pubco Common Stock equal to (A) the exercise price per share of Airship Common Stock of such Airship Option divided by (B) the Conversion Ratio, and (ii) the right to receive a number of Earnout Shares (as defined below) in accordance with, and subject to, the contingencies set forth in the Merger Agreement. At the Effective Time, Airship Pubco will assume all obligations of Airship AI with respect to each Converted Stock Option.

Pursuant to the Merger Agreement, at the Effective Time, each warrant to acquire shares of Airship Common Stock (each, an “Airship Warrant”) that is outstanding as of immediately prior to the Effective Time will be converted into (i) a warrant (a “Converted Warrant”) to purchase, on substantially the same terms and conditions as are in effect with respect to each such Airship Warrant immediately prior to the Effective Time, the number of shares of Airship Pubco Common Stock, determined by multiplying the number of shares of Airship Common Stock subject to such Airship Warrant immediately prior to the Effective Time by the Conversion Ratio, at an exercise price per share of Airship Pubco Common Stock equal to (A) the exercise price per share of Airship Common Stock of such Airship Warrant divided by (B) the Conversion Ratio, and (ii) with respect to certain warrants to purchase shares of Airship Common Stock set forth in the Merger Agreement (the “Airship Earnout Warrants”), the right to receive a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement. At the Effective Time, Airship Pubco will assume all obligations of Airship AI with respect to any Converted Warrants.

Pursuant to the Merger Agreement, at the Effective Time, each stock appreciation right granted under Airship AI’s stock appreciation rights plan (each, an “Airship SAR”) that is outstanding immediately prior to the Effective Time will automatically be assumed by Airship Pubco and converted into a stock appreciation right denominated in shares of Airship Pubco Common Stock (each, a “Converted SAR”). Each Converted SAR will continue to have and be subject to substantially the same terms and conditions as were applicable to such Airship SAR immediately prior to the Effective Time, except that (i) each Converted SAR will cover that number of shares of Airship Pubco Common Stock equal to (A) the product of (1) the number of shares of Airship Common Stock subject to such Airship SAR immediately prior to the Effective Time and (2) the Conversion Ratio and (B) a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement, and (ii) the per share base value for each share of Airship Pubco Common Stock covered by the Converted SAR will be equal to the quotient obtained by dividing (A) the base value per share of Airship Common Stock of such Airship SAR immediately prior to the Effective Time by (B) the Conversion Ratio. At the Effective Time, Airship Pubco will assume all obligations of Airship AI with respect to each Converted SARs.

The “Conversion Ratio” is the quotient obtained by dividing (i) 22.5 million shares of Airship Pubco Common Stock by (ii) the number of shares constituting the aggregate number of shares of Airship Common Stock that are issued immediately prior to the Effective Time, plus the aggregate number of shares of Airship Common Stock that are issuable upon full exercise of all Airship Earnout Warrants outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of Airship Common Stock issuable upon full exercise of all Airship Options (whether vested or unvested) outstanding as of immediately prior to the Effective Time, plus the aggregate number of Airship SARs (whether vested or unvested) outstanding as of immediately prior to the Effective Time.

Airship Pubco’s bylaws will provide that the shares of Airship Pubco Common Stock issued to all holders of Airship Common Stock, Airship Options, Airship Earnout Warrants and Airship SARs as merger consideration will be subject to a lock-up for a period of 180 days following the Closing, and that Airship Pubco Common Stock issued to such holders upon satisfaction of the First Operating Performance Milestone (if any) will be subject to a 12-month lock-up period beginning on the date such shares are issued, unless waived, amended or repealed by the unanimous approval of the board of directors.

Additionally, in connection with the execution of the Merger Agreement, BYTS entered into a support agreement (the “Parent Support Agreement”) with the Sponsor and Airship AI, pursuant to which the Sponsor agreed to, among other things, vote in favor of the adoption and approval of the Business Combination, forfeit 1,000,000 BYTS Class A Ordinary Shares owned by the Sponsor on the Closing Date and to contribute 2,600,000 BYTS Class A Ordinary Shares owned by the Sponsor to secure non-redemption agreements and/or potential PIPE Financing and to forfeit the balance of such shares that are not so contributed (such contribution, the “Share Contribution”). The Parent Support Agreement also provides that the Sponsor Shares will be subject to a lock-up for a period of 180 days following the Closing. At the time of this filing, there is no commitment for any PIPE Financing and there can be no assurance that BYTS and Airship AI will enter into agreements for any PIPE Financing.

Following the Business Combination (assuming maximum redemptions), Victor Huang, Airship AI’s co-Founder and Chief Executive Officer, and Derek Xu, Airship AI’s co-Founder and Chief Operating Officer, will beneficially own (including shares underlying Converted Warrants, Converted Stock Options and Converted SARs) approximately 59.4% of the combined voting power for the election of directors to the Airship Pubco Board, and, as a result, Airship Pubco will be considered a “controlled company” for the purposes of Nasdaq listing rules. For so long as Airship Pubco remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Airship Pubco’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See “Risk Factors — Airship Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

For information on the percentage of the issued and outstanding shares of Airship Pubco Common Stock immediately following the Closing that are expected to be held by the Airship Securityholders (as defined below), the Sponsor and BYTS’ current public security holders, in various redemption scenarios, based on Airship AI’s balance of capital stock as of September 30, 2023, see “Questions and Answers for Shareholders of BYTS — What equity stake will current BYTS shareholders and Airship Securityholders hold in Airship Pubco immediately after the consummation of the Proposed Transaction?”

The BYTS Units, BYTS Class A Ordinary Shares and BYTS Warrants are currently listed on Nasdaq under the symbols “BYTSU,” “BYTS” and “BYTSW,” respectively. BYTS has applied to obtain the listing of the Airship Pubco Common Stock and Airship Pubco Warrants on Nasdaq under the symbols “AISP” and “AISPW”, respectively, upon the Closing. Airship Pubco will not have publicly traded units following the Closing. Pursuant to the terms of the Merger Agreement, as a closing condition, BYTS is required to cause the Airship Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, BYTS may not have received from Nasdaq either confirmation of the listing of the Airship Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived and therefore the Airship Pubco Common Stock would not be listed on any nationally recognized securities exchange.

Unlike other special purpose acquisition companies, BYTS’ Cayman Constitutional Documents do not prohibit BYTS from redeeming Public Shares if such redemption would cause BYTS’ net tangible assets to be less than $5,000,001 following such redemption. The Merger Agreement includes a condition to Closing that BYTS must have, after giving effect to any redemption of the Public Shares in connection with the transactions contemplated by the Merger Agreement, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) or otherwise being exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), however such condition may be waived by BYTS and Airship AI. Accordingly, if the condition to closing is waived, and if redemptions in connection with the Business Combination cause BYTS’ net tangible assets to be less than $5,000,001 and Airship Pubco does not meet another exemption from the “penny stock” rule (such as the Airship Pubco Common Stock being listed on Nasdaq, or the price of the Airship Pubco Common Stock exceeding $5.00), then the Airship Pubco Common Stock may be a “penny stock” upon Closing. A determination that the Airship Pubco Common Stock is a “penny stock” would require brokers trading in shares of Airship Pubco Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Airship Pubco’s securities. See “Risk Factors — A shareholder-approved amendment to BYTS’ Cayman Constitutional Documents removed the minimum net tangible assets requirement. The Merger Agreement contains a closing condition that BYTS have at least $5,000,001 of net tangible assets or otherwise be exempt from the provisions of Rule 419 under the Securities Act, however such condition may be waived by the parties. Accordingly, BYTS and Airship AI may complete the Business Combination even if the Airship Pubco Common Stock would be a “penny stock” upon the Closing.”

BYTS will hold an extraordinary general meeting of its shareholders (the “extraordinary general meeting”) to consider matters relating to the Business Combination at 4:30 p.m., Eastern Time, on December 15, 2023. The extraordinary general meeting will be a virtual meeting conducted via live webcast. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the meeting will be at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020. You or your proxyholder will also be able to attend and vote at the extraordinary general meeting online by visiting https://www.cstproxy.com/byteacquisition/egm2023 and using a control number assigned by Continental Stock Transfer & Trust Company (the “Transfer Agent”). To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your shares in BYTS, please contact Morrow Sodali LLC, our 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. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/byteacquisition/egm2023.

This document is (i) a prospectus related to the issuance by Airship Pubco of Airship Pubco Common Stock and Airship Pubco Warrants in the Business Combination, (ii) a proxy statement for BYTS to use in soliciting proxies for the extraordinary general meeting, and (iii) a prospectus for the sale by the selling stockholders of Airship Pubco Common Stock and Airship Pubco Warrants received in the Business Combination.

This proxy statement/prospectus provides shareholders of BYTS with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of BYTS. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 48 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

BYTE ACQUISITION CORP.
Cayman Islands Exempted Company
(Company Number 363230)
445 Park Avenue, 9th Floor,
New York, NY 10022
(917) 969-9250

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 15, 2023

To the Shareholders of BYTE Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of BYTE Acquisition Corp., a Cayman Islands exempted company (“BYTS”), will be held virtually at 4:30 p.m., Eastern Time, on December 15, 2023. The extraordinary general meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/byteacquisition/egm2023. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of BYTS (as may be amended from time to time, the “Cayman Constitutional Documents”), the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1)    Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution and adopt the Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023, and as may be further amended and/or restated from time to time, the “Merger Agreement”), by and among BYTS, BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI Holdings, Inc., a Washington company (“Airship AI”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Proposed Transaction” or “Business Combination”). Pursuant to the Merger Agreement, and in accordance with the Washington Business Corporation Act, as amended, Merger Sub will merge with and into Airship AI (the “Merger”), with Airship AI continuing as the surviving entity of the Merger and becoming a wholly-owned subsidiary of Airship Pubco (as defined below), as described in more detail in the attached proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that BYTS’ entry into the Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023, and as may be further amended and/or restated from time to time, the “Merger Agreement”), by and among BYTS, BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI Holdings, Inc., a Washington company (“Airship AI”), (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, among other things, following the Domestication of BYTS to the State of Delaware as described below, the merger of Merger Sub with and into Airship AI (the “Merger”), with Airship AI surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement, and in accordance with the Washington Business Corporation Act, as amended, to be approved, ratified and confirmed in all respects.”

(2)    Proposal No. 2 — The Domestication Proposal — The holder of the sole BYTS Class B Ordinary Share issued and outstanding, voting as a separate class, to consider and vote upon a proposal to approve by way of special resolution, to de-register BYTS from the Register of Companies in the Cayman Islands (the “Cayman Registrar”) by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the Cayman Constitutional Documents, Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), and Part XII of the Cayman Islands Companies Act (As Revised) (the “Companies Act”) (the “Domestication”). The Domestication will be effected at least one business day prior to the effective time of the Merger in accordance with Section 388 of the DGCL and Part XII of the Companies Act, including the filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, together with the proposed new certificate of incorporation of Airship Pubco (as defined below) (the “Proposed Charter”). Upon the effectiveness of the Domestication, BYTS will become a Delaware corporation and will change its corporate name to “Airship AI Holdings, Inc.” (BYTS following

the Domestication and the Business Combination, “Airship Pubco”) and all outstanding securities of BYTS will convert into securities of Airship Pubco, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution of the holders of Class B Ordinary Shares, voting as a separate class, that BYTS be de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with Article 49 of the Amended and Restated Articles of Association of BYTS (as amended), Section 388 of the Delaware General Corporation Law, as amended, and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”) and conditional upon, and with effect from, the effective time of the Domestication, and the name of Airship Pubco be changed to “Airship AI Holdings, Inc.”

(3)    Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Airship Pubco Common Stock and securities convertible into shares of Airship Pubco Common Stock to (i) the Airship AI equityholders pursuant to the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements BYTS may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal”. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Airship Pubco Common Stock to Airship AI equityholders pursuant to the Merger Agreement, and any other persons pursuant to subscription, purchase or similar agreements BYTS may enter into prior to Closing be approved in all respects.”

(4)    Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve by way of special resolution the Proposed Charter and the proposed new bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Airship Pubco (a corporation incorporated in the State of Delaware), (the “Organizational Documents Proposal”). The forms of each of the Proposed Charter and the Proposed Bylaws are attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively), with such principal changes as described in the Advisory Organizational Documents Proposals 5A through 5F.”

(5)    Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six (6) separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by way of ordinary resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

(A)    Advisory Organizational Documents Proposal 5A (Authorized Shares) — authorize the change in the authorized capital stock of BYTS from (a) 200,000,000 BYTS Class A Ordinary Shares, 20,000,000 BYTS Class B Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of BYTS to (b) 200,000,000 shares of Airship Pubco Common Stock and 5,000,000 shares of preferred stock (“Advisory Organizational Documents Proposal 5A”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the authorized capital stock of BYTS be changed from 200,000,000 BYTS Class A Ordinary Shares, par value $0.0001 per share, 20,000,000 BYTS Class B Ordinary Shares, par value $0.0001 per share,

and 1,000,000 preference shares, par value $0.0001 per share, to 200,000,000 shares of Airship Pubco Common Stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share, as described in Advisory Organizational Documents Proposal 5A.”

(B)   Advisory Organizational Documents Proposal 5B (Exclusive Forum Provision) — to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended (the “Securities Act”) (“Advisory Organizational Documents Proposal 5B”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States be adopted as the exclusive forum for asserting a cause under the Securities Act, as described in Advisory Organizational Documents Proposal 5B.”

(C)    Advisory Organizational Documents Proposal 5C (Required Vote to Amend Charter) — to approve provisions providing that the affirmative vote of at least 66 and 2/3% of the voting power of all the then outstanding shares of capital stock of Airship Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Article V(B), Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, Article XIII and Article XIV of the Proposed Charter (“Advisory Organizational Documents Proposal 5C”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions providing that the affirmative vote of at least 66 and 2/3% of the voting power of all the then outstanding shares of capital stock of Airship Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Article V(B), Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, Article XIII and Article XIV of the Proposed Charter; provided that, so long as any shares of Airship Pubco Common Stock remain outstanding, Airship Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Airship Pubco Common Stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Airship Pubco Common Stock so as to affect them adversely as described in Advisory Organizational Documents Proposal 5C, be approved.”

(D)    Advisory Organizational Documents Proposal 5D (Removal of Directors) — to approve provisions permitting the removal of a director, with or without cause, by the affirmative vote of at least 66 and 2/3% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 5D”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions permitting the removal of a director, with or without cause, by the affirmative vote of at least 66 and 2/3% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class, as described in Advisory Organizational Documents Proposal 5D, be approved.”

(E)    Advisory Organizational Documents Proposal 5E (Stockholder Action by Written Consent) — to approve provisions that require or permit stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting (“Advisory Organizational Documents Proposal 5E”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting, as described in Advisory Organizational Documents Proposal 5E, be approved.”

(F)    Advisory Organizational Documents Proposal 5F (Additional Changes) — to approve and adopt an amendment to the Cayman Constitutional Documents to authorize certain additional changes, including, among other things, (a) making Airship Pubco’s corporate existence perpetual, and (b) removing certain provisions related to BYTS’s status as a blank check company that will no longer be applicable upon Closing, all of which the BYTS Board believes is necessary to adequately address the needs of Airship Pubco after the Business Combination (“Advisory Organizational Documents Proposal 5F”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that certain additional changes, including, among other things, (i) making Airship Pubco’s corporate existence perpetual and (ii) removing certain provisions related to BYTS’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the BYTS Board believes is necessary to adequately address the needs of Airship Pubco after the Business Combination, as described in Advisory Organizational Documents Proposal 5F, be approved.”

(6)    Proposal No. 6 — The Airship Pubco Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Airship Pubco Equity Incentive Plan (the “Airship Pubco Equity Incentive Plan Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the Airship AI Holdings, Inc. 2023 Equity Incentive Plan (a copy of which is attached to this proxy statement/prospectus as Annex C) and any form award agreements thereunder, be approved and adopted in all respects.”

(7)    Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.”

Each of Proposal Nos. 1, 2, 3, 4 and 6 is cross-conditioned on the approval of each other (the “Condition Precedent Proposals”). The Advisory Organizational Documents Proposal and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Only holders of record of BYTS Ordinary Shares at the close of business on November 21, 2023 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to BYTS’ shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of BYTS’ shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 48 of this proxy statement/prospectus.

After careful consideration, the board of directors of BYTS (the “BYTS Board”) has unanimously approved the Proposed Transaction and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Proposed Transaction, and “FOR” all other proposals presented to BYTS’ shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the BYTS Board, you should keep in mind that BYTS’ directors and officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. Additionally, the Sponsor (as defined below) has the right to vote an aggregate of 9,122,314 shares, or approximately 83.2% of the issued and outstanding BYTS Ordinary Shares, and the Sponsor owns the sole outstanding BYTS Class B Ordinary Share. Accordingly, the Sponsor will be able to approve the Business

Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Airship Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals. See “The Business Combination Proposal — Certain Interests of BYTS’ Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request that BYTS redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) hold Public Shares through BYTS Units and elect to separate your BYTS Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), BYTS’ transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that BYTS redeem all or a portion of your Public Shares for cash; and

(iii)   tender or deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 4:00 p.m., Eastern Time, on December 15, 2023 (the same day as the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Holders of BYTS Units must elect to separate Units held by them into the underlying Public Shares and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, BYTS will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the funds held the trust account established at the consummation of BYTS’ IPO (the “Trust Account”) that are available for distribution to Public Shareholders, calculated as of two business days prior to the consummation of the Proposed Transaction. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.78 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of BYTS — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without BYTS’ prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without BYTS’ prior consent.

On August 1, 2023, BYTS entered into a non-redemption agreement (“Non-Redemption Agreement”) with Byte Holdings LP, a Cayman Islands limited partnership and shareholder of BYTS (the “Sponsor”), pursuant to which the Sponsor agreed to acquire from shareholders of BYTS $6 million in aggregate value of Public Shares, either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to Public Shareholders who exercise redemption rights with respect to their Public Shares, prior to the closing date of the Business Combination, to waive its redemption rights and hold the Public Shares through the closing date of the Business Combination, and to abstain from voting and not vote the Public Shares in favor of or against the Business Combination. As consideration for the Non-Redemption Agreement, BYTS agreed to pay the Sponsor $0.033 per Public Share per month, which will begin accruing on the date that is three days after the date

of the Non-Redemption Agreement and terminate on the earlier of the closing date of the Business Combination, the termination of the Merger Agreement, or the Outside Closing Date (as defined in the Merger Agreement). As of the date of this proxy statement/prospectus, the Sponsor has acquired 570,555 Public Shares pursuant to the Non-Redemption Agreement. Additionally, on August 1, 2023, BYTS entered into a Non-Redemption Agreement with an existing shareholder (the “Non-Redeeming Shareholder”) holding Public Shares, pursuant to which the Non-Redeeming Shareholder agreed not to redeem $1 million in aggregate value of Public Shares held by it on the date of the Non-Redemption Agreement in connection with the Business Combination. The Non-Redeeming Shareholder is an investor in our Sponsor and, other than indirectly through its interest in our Sponsor, the Non-Redeeming Shareholder did not receive any separate consideration for such waiver.

The Merger Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of BYTS and Airship AI; (b) the effectiveness of the registration statement on Form S-4 filed by BYTS of which the accompanying proxy statement/prospectus forms a part; (c) the Airship Pubco Common Stock being approved for listing on Nasdaq or another national securities exchange; (d) BYTS having, after giving effect to any redemption of the Public Shares in connection with the transactions contemplated by the Merger Agreement, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) or otherwise being exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (e) the amount of cash remaining in the Trust Account, following redemptions in connection with the transactions, plus the amount of certain permitted financings of BYTS equaling or exceeding $7 million (the “Minimum Cash Condition”); and (f) the unpaid legal fees of BYTS’ outside counsel as of immediately prior to the Closing not exceeding $2 million. Conditions (a) through (d) above are subject to waiver (where permissible) by all parties to the Merger Agreement and conditions (e) and (f) above are subject to waiver by Airship AI. The consummation of any PIPE Financing is not a condition to closing the Business Combination, and BYTS expects the $7 million Minimum Cash Condition will be satisfied through the Non-Redemption Agreements. Accordingly, the “maximum redemptions scenario” presented throughout the accompanying proxy statement/prospectus reflects the redemption of 100% of the Public Shares that are not subject to Non-Redemption Agreements.

Unlike other special purpose acquisition companies, BYTS’ Cayman Constitutional Documents do not prohibit BYTS from redeeming Public Shares if such redemption would cause BYTS’ net tangible assets to be less than $5,000,001 following such redemption. The Merger Agreement includes a condition to Closing that BYTS must have, after giving effect to any redemption of the Public Shares in connection with the transactions contemplated by the Merger Agreement, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) or otherwise being exempt from the provisions of Rule 419 promulgated under the Securities Act, however such condition may be waived by BYTS and Airship AI. Accordingly, if the condition to closing is waived, and if redemptions in connection with the Business Combination cause BYTS’ net tangible assets to be less than $5,000,001 and Airship Pubco does not meet another exemption from the “penny stock” rule (such as the Airship Pubco Common Stock being listed on Nasdaq, or the price of the Airship Pubco Common Stock exceeding $5.00), then the Airship Pubco Common Stock may be a “penny stock” upon Closing. A determination that the Airship Pubco Common Stock is a “penny stock” would require brokers trading in shares of Airship Pubco Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Airship Pubco’s securities. See “Risk Factors — A shareholder-approved amendment to BYTS’ Cayman Constitutional Documents removed the minimum net tangible assets requirement. The Merger Agreement contains a closing condition that BYTS have at least $5,000,001 of net tangible assets or otherwise be exempt from the provisions of Rule 419 under the Securities Act, however such condition may be waived by the parties. Accordingly, BYTS and Airship AI may complete the Business Combination even if the Airship Pubco Common Stock would be a “penny stock” upon the Closing.”

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Airship Pubco Equity Incentive Plan Proposal, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so at the extraordinary general meeting. The approval of the Domestication Proposal requires a special resolution of the holder of the sole BYTS Class B Ordinary Share issued and outstanding, voting as a separate class.

The Sponsor and each director and officer of BYTS (collectively, the “Insiders”) have agreed to, among other things, vote in favor of the Proposed Transaction, and to waive their redemption rights in connection with the consummation of the Proposed Transaction with respect to any BYTS Ordinary Shares held by them. Such redemption rights waiver was provided in connection with BYTS’ IPO and without any separate consideration paid in connection with providing such waiver. The Sponsor, which includes among its members each of the directors and officers of BYTS, owns 8,092,313 Founder Shares, 1,030,000 Private Placement Units, 570,555 Public Shares, and the sole outstanding BYTS Class B Ordinary Share (provided that in connection with the Non-Redemption Agreement and pursuant to SEC guidance, the Sponsor agreed not to vote the 570,555 Public Shares acquired by it on the proposals submitted hereby). As a result, as of the date of the accompanying proxy statement/prospectus, the Insiders own approximately 88.4% of the issued and outstanding BYTS Ordinary Shares and have the right to vote approximately 83.2% of the issued and outstanding BYTS Ordinary Shares. Accordingly, the Insiders will be able to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Airship Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

Following the Business Combination (assuming maximum redemptions), Victor Huang, Airship AI’s co-Founder and Chief Executive Officer, and Derek Xu, Airship AI’s co-Founder and Chief Operating Officer, will beneficially own (including shares underlying Converted Warrants, Converted Stock Options and Converted SARs) approximately 59.4% of the combined voting power for the election of directors to the Airship Pubco Board, and, as a result, Airship Pubco will be considered a “controlled company” for the purposes of Nasdaq listing rules. For so long as Airship Pubco remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Airship Pubco’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See “Risk Factors — Airship Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Proposed Transaction and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your BYTS Ordinary Shares, please contact Morrow Sodali LLC, our 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. This notice of extraordinary general meeting and the proxy statement/prospectus are available at https://www.cstproxy.com/byteacquisition/egm2023.

TABLE OF CONTENTS

Annexes

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by BYTS, constitutes a prospectus of Airship Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Airship Pubco Common Stock and Airship Pubco Warrants to be issued to BYTS shareholders and warrantholders and Airship AI equityholders if the Business Combination described herein is consummated. This document also constitutes a proxy statement of BYTS under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a notice of meeting with respect to the extraordinary general meeting of BYTS.

This proxy statement/prospectus also registers under the Securities Act the potential resale of (i) Airship Pubco Common Stock that may be received in the Business Combination by the selling stockholders identified in this proxy statement/prospectus under the heading “Selling Stockholders and Plan of Distribution” (including Airship Pubco Common Stock that may be issued upon the exercise of Airship Pubco Warrants) and (ii) Airship Pubco Warrants received in the Business Combination by the selling stockholders. Airship Pubco will not receive any proceeds from any such offer or sale by the selling stockholders. Airship Pubco could receive up to an aggregate of approximately $5,922,500 from the exercise of all Airship Pubco Warrants registered hereby, assuming the exercise in full of all such warrants for cash at the initial exercise price of $11.50 per share. Airship Pubco expects to use the proceeds received from the cash exercise of the Airship Pubco Warrants, if any, for working capital and other general corporate purposes.

You should rely only on the information contained in this proxy statement/prospectus. BYTS and Airship AI have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated December 5, 2023, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written request to BYTS’ Chief Executive Officer at 445 Park Avenue, 9th Floor, New York, NY 10022; or to Morrow Sodali LLC, our 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, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of BYTS to be held virtually on December 15, 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, or by December 8, 2023.

Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “BYTS” refer to BYTE Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware). Following the Domestication, BYTS will be renamed “Airship AI Holdings, Inc.” and referred to in this document as Airship Pubco.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Airship Pubco, the Sponsor, certain Airship shareholders and certain other parties thereto upon the completion of the Proposed Transaction. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex D.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by BYTS that more time is necessary or appropriate to approve one or more proposal at the extraordinary general meeting.

“Advisory Organizational Documents Proposals” means the proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.

“Aggregate Fully Diluted Airship Common Stock” means the sum, without duplication, of (a) all shares of Airship Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Airship Common Stock issuable upon full exercise of all Airship Earnout Warrants outstanding as of immediately prior to the Effective Time; plus (c) the aggregate number of shares of Airship Common Stock issuable upon full exercise of all Airship Options (whether vested or unvested) outstanding as of immediately prior to the Effective Time; plus (d) the aggregate number of Airship SARs (whether vested or unvested) outstanding as of immediately prior to the Effective Time.

“Aggregate Merger Consideration” means a number of shares of Airship Pubco Common Stock equal to the quotient obtained by dividing (i) the Base Purchase Price by (ii) $10.00, issuable to Airship Securityholders upon Closing, which is 22.5 million shares.

“Airship AI” means Airship AI Holdings, Inc., a Washington company.

“Airship AI Board” means the board of directors of Airship AI prior to the Closing.

“Airship Common Stock” means the common stock, no par value, of Airship AI.

“Airship Earnout Holders” means the Airship AI equityholders that hold shares of Airship Common Stock, Airship Options, Airship Earnout Warrants or Airship SARs who have the contingent right to receive up to 5.0 million Earnout Shares pursuant to the Merger Agreement.

“Airship Earnout Warrant” means each warrant to purchase shares of Airship Common Stock set forth on Schedule 1.1(a) to the Merger Agreement.

“Airship Option” means each option (whether vested or unvested) to purchase shares of Airship Common Stock outstanding immediately prior to the Effective Time.

“Airship Pubco” means BYTS following the Closing (which after the Domestication will be a corporation incorporated under the laws of the State of Delaware and which will be renamed “Airship AI Holdings, Inc.”).

“Airship Pubco Board” means the board of directors of Airship Pubco subsequent to the Closing.

“Airship Pubco Common Stock” means the common stock of Airship Pubco, par value $0.0001 per share.

“Airship Pubco Equity Incentive Plan” means the Airship AI Holdings, Inc. 2023 Equity Incentive Plan, which will become effective upon the Closing. A copy of the Airship Pubco Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C.

“Airship Pubco Equity Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Airship Pubco Equity Incentive Plan.

“Airship Pubco Security” means a share of Airship Pubco Common Stock or an Airship Pubco Warrant.

“Airship Pubco Warrant” means a BYTS Warrant that will become exercisable for one share of Airship Pubco Common Stock subsequent to the Closing.

“Airship SAR” means a stock appreciation right granted under Airship AI’s stock appreciation rights plan outstanding immediately prior to the Effective Time.

“Airship SAR Holder” means a holder of Airship SARs prior to the Closing.

“Airship Shareholder” means a holder of shares of Airship Common Stock prior to the Closing.

“Airship Securityholder” means a holder of shares of Airship Common Stock, Airship Options, Airship Earnout Warrants or Airship SARs prior to the Closing.

“Airship Warrant” means a warrant to purchase shares of Airship Common Stock that is outstanding and unexercised (in whole or in part) immediately prior to the Effective Time.

“Airship Warrant Holder” means a holder of Airship Warrants prior to the Closing.

“Ancillary Agreements” means each of the agreements and instruments contemplated by the Merger Agreement or otherwise related to the transactions contemplated by the Merger Agreement and such other agreements or instruments contemplated by the Merger Agreement, in each case that was executed and delivered on the date of the Merger Agreement or on or prior to the date of Closing by BYTS, Merger Sub, the Sponsor, Airship AI, an Airship Securityholder and/or any of their respective affiliates, including, the A&R Registration Rights Agreement, the Proposed Charter, the Proposed Bylaws, the Parent Support Agreement and the Company Support Agreement.

“Base Purchase Price” means $225,000,000.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Proposed Transaction.

“BYTS” means BYTE Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“BYTS Board” means the board of directors of BYTS prior to the Closing.

“BYTS Class A Ordinary Shares” means, prior to the Domestication, the Class A ordinary shares of BYTS, par value $0.0001 per share.

“BYTS Class B Ordinary Shares” means, prior to the Domestication, the Class B ordinary shares of BYTS, par value $0.0001 per share.

“BYTS Ordinary Shares” means, collectively, the BYTS Class A Ordinary Shares and the BYTS Class B Ordinary Shares.

“BYTS Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of one BYTS Class A Ordinary Share and one-half of one BYTS Warrant.

“BYTS Warrant” means a redeemable warrant exercisable for one BYTS Class A Ordinary Share at an exercise price of $11.50 per share.

“Cayman Constitutional Documents” means BYTS’ Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“Cayman Registrar” means the Registrar of Companies in the Cayman Islands.

“Closing” means the closing of the Proposed Transaction.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” refers to the Cayman Islands Companies Act (As Revised).

“Company Revenue” means for the applicable earnout period, the revenues of Airship AI on a consolidated basis, calculated in accordance with U.S. GAAP and determined on a basis consistent with past practices.

“Company Support Agreement” means the support agreement, dated as of June 27, 2023, entered by and among BYTS, Airship AI and certain shareholders of Airship AI, as it may be amended and supplemented from time to time, pursuant to which such Airship AI shareholders have agreed, among other things, to vote in favor of the adoption and approval of the Business Combination. A copy of the Company Support Agreement is attached to this proxy statement/prospectus as Annex E.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Airship Pubco Equity Incentive Plan Proposal.

“Continental” or “Transfer Agent” means Continental Stock Transfer & Trust Company.

“Conversion Ratio” means the quotient obtained by dividing (a) the number of shares constituting the Aggregate Merger Consideration, by (b) the number of shares constituting the Aggregate Fully Diluted Airship Common Stock immediately prior to Effective Time.

“DGCL” means the Delaware General Corporation Law, as amended.

“Domestication” means the domestication of BYTS as a Delaware corporation in accordance with the DGCL, the Companies Act and the Cayman Constitutional Documents, in which BYTS will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the Cayman Constitutional Documents, Section 388 of the DGCL and Part XII of the Companies Act; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (as attached hereto at Annex B-1) consistent with the DGCL and changing the name and registered office of BYTS.

“Domestication Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earnout Escrow Agreement” means the escrow agreement, effective as of the Closing, providing for the Earnout Shares to be placed in escrow.

“Effective Time” means the effective time of the Business Combination.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extraordinary General Meeting” means the extraordinary general meeting of BYTS’ shareholders, to be held virtually at 4:30 p.m., Eastern Time on December 15, 2023, via live webcast at https://www.cstproxy.com/byteacquisition/egm2023, and any adjournments or postponements thereof.

“Founder Shares” means the 8,092,313 currently outstanding BYTS Class A Ordinary Shares of BYTS owned by the Sponsor.

“GAAP” means U.S. generally accepted accounting principles.

“IRS” means the U.S. Internal Revenue Service.

“Insiders” means the Sponsor and each director and officer of BYTS.

“Insider Letter” means BYTS’ letter agreements with the Insiders, dated March 18, 2021, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Units, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. No separate consideration was paid to the Insiders in connection with the waiver of Redemption Rights.

“IPO” or “Initial Public Offering” means BYTS’ initial public offering of the BYTS Units, BYTS Class A Ordinary Shares and BYTS Warrants pursuant to registration statements on Form S-1 declared effective by the SEC on March 17, 2021 (SEC File No. 333-253618). On March 23, 2021, BYTS completed its initial public offering.

“Maximum Redemptions Scenario” means a redemptions scenario that assumes that 1,173,604 Public Shares, or approximately 63.9% of the outstanding Public Shares and 100% of all Public Shares that are not subject to Non-Redemption Agreements, are redeemed in connection with the Business Combination for an aggregate payment of approximately $12.6 million from the Trust Account at a redemption price of approximately $10.70 per share. The Maximum Redemptions Scenario also reflects redemptions of the maximum number of Public Shares that can be redeemed without violating the Minimum Cash Condition because BYTS expects the $7 million Minimum Cash Condition will be satisfied through the Non-Redemption Agreements.

“Merger” means the statutory merger of Merger Sub with and into Airship AI pursuant to the terms of the Merger Agreement, and in accordance with the applicable provisions of the WBCA, with Airship AI continuing as the surviving entity and a wholly-owned subsidiary of Airship Pubco and changing its name to “Airship AI, Inc.”.

“Merger Agreement” means the Merger Agreement, dated as of June 27, 2023, by and among BYTS, Merger Sub and Airship AI, as amended on September 22, 2023 and as it may be further amended and/or restated from time to time. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

“Merger Sub” means BYTE Merger Sub, Inc., a Washington corporation and a wholly-owned subsidiary of BYTS.

“Minimum Cash Condition” means the condition that, as of the Closing Date, (a) all amounts in the Trust Account, following payment of all amounts payable to BYTS Class A Ordinary Shares held by the Public Shareholders; plus (b) the amount of any PIPE Financing (as such amounts are finally delivered to Parent at or prior to the Closing by investors in the PIPE Financing) will equal or exceed $7,000,000.

“Morrow Sodali” means Morrow Sodali LLC, proxy solicitor to BYTS.

“Nasdaq” means The Nasdaq Stock Market LLC.

“No Additional Redemptions Scenario” means a redemptions scenario that assumes that no Public Shares are redeemed in connection with the Business Combination.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Charter and the Proposed Bylaws. A copy of each of the Proposed Charter and the Proposed Bylaws is attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively.

“Parent Support Agreement” means the support agreement, dated as of June 27, 2023, entered by and among BYTS, Airship AI and the Sponsor, as it may be amended and supplemented from time to time, pursuant to which the Sponsor has agreed, among other things, to vote in favor of the adoption and approval of the Business Combination, forfeit certain Sponsor Shares and make the Share Contribution. A copy of the Parent Support Agreement is attached to this proxy statement/prospectus as Annex F.

“Person” means any individual, firm, corporation, partnership, limited liability company, association, trust, joint venture, joint stock company, governmental authority or instrumentality or other entity or organization of any other kind.

“PIPE Financing” means any purchase by investors of BYTS shares in connection with a private placement at or prior to the Closing on terms mutually agreeable to BYTS and Airship AI, acting reasonably. At the time of this filing, there is no commitment for any PIPE Financing and there can be no assurance that BYTS and Airship AI will enter into agreements for any PIPE Financing.

“Private Placement Shares” means the BYTS Class A Ordinary Shares underlying the Private Placement Units.

“Private Placement Units” means the 1,030,000 private placement units, each consisting of one BYTS Class A Ordinary Share and one-half of one BYTS Warrant, purchased by the Sponsor for a purchase price of $10,300,000, or $10.00 per unit, simultaneously with the closing of the IPO.

“Private Placement Warrants” means the 515,000 BYTS Warrants comprising part of the Private Placement Units, which will become 515,000 Airship Pubco Warrants in connection with the Closing.

“Proposed Bylaws” mean the proposed bylaws of Airship Pubco to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-2.

“Proposed Charter” means the proposed certificate of incorporation of Airship Pubco to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-1.

“Proposed Organizational Documents” means the Proposed Charter and the Proposed Bylaws.

“Proposed Transaction” or “Business Combination” means the transactions contemplated by the Merger Agreement and the other agreements contemplated therein.

“Public Shareholders” means the holders of BYTS Class A Ordinary Shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means the BYTS Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the BYTS Units or thereafter in the open market) and, following the Domestication, the shares of Airship Pubco Common Stock received in connection with the Domestication upon conversion of such BYTS Class A Ordinary Shares.

“Public Warrant Holders” means the holders of the Public Warrants of BYTS.

“Public Warrants” means the BYTS Warrants sold in the IPO (whether they were purchased in the IPO as part of the BYTS Units or thereafter in the open market).

“Record Date” means November 21, 2023.

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account that are available for distribution to Public Shareholders in accordance with the Cayman Constitutional Documents (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Proposed Transaction in accordance with the Cayman Constitutional Documents.

“Redemption Rights” means the rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Cayman Constitutional Documents and this proxy statement/prospectus.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Scalar” means Scalar, LLC, the fairness opinion provider to BYTS.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Airship Pubco Equity Incentive Plan Proposal and (g) the Adjournment Proposal, if presented.

“Sponsor” means Byte Holdings LP, a Cayman Islands limited partnership.

“Sponsor Shares” means 4,492,313 of the Founder Shares held by the Sponsor.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Airship Pubco Common Stock and securities convertible into shares of Airship Pubco Common Stock to (i) the Airship AI equityholders pursuant to the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements BYTS may enter into prior to Closing.

“Trust Account” means the trust account of BYTS, which holds the net proceeds from the IPO and the sale of the Private Placement Units, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of March 18, 2021, by and between BYTS and the Transfer Agent, as trustee.

“Warrant Agreement” means the Warrant Agreement, dated as of March 18, 2021, between BYTS and the Transfer Agent, as warrant agent, which governs BYTS’ outstanding warrants.

“WBCA” means the Washington Business Corporation Act, as amended.

“25% Redemptions Scenario” means a redemptions scenario that assumes that 293,401 Public Shares are redeemed for an aggregate payment of approximately $3.14 million at an assumed redemption price of approximately $10.70 per share, which represents approximately 25% of the Public Shares that are not subject to Non-Redemption Agreements.

“50% Redemptions Scenario” means a redemptions scenario that assumes that 586,802 Public Shares are redeemed for an aggregate payment of approximately $6.28 million at an assumed redemption price of approximately $10.70 per share, which represents approximately 50% of the Public Shares that are not subject to Non-Redemption Agreements.

“75% Redemptions Scenario” means a redemptions scenario that assumes that 880,203 Public Shares are redeemed for an aggregate payment of approximately $9.42 million at an assumed redemption price of approximately $10.70 per share, which represents approximately 75% of the Public Shares that are not subject to Non-Redemption Agreements.

Market and Industry Data

We are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Airship AI competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Airship AI based on such sources and Airship AI’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Airship AI operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Airship AI’s Business” and elsewhere in this proxy statement/prospectus.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for BYTS and Airship AI to complete the Proposed Transaction. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

•        the benefits of the Proposed Transaction;

•        the ability to consummate the Business Combination;

•        the future financial performance of Airship Pubco following the Proposed Transaction;

•        changes in the market for Airship AI’s products and services; and

•        expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and BYTS and Airship AI managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of BYTS, Airship AI and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing BYTS’ or Airship AI’s views as of any subsequent date. Neither BYTS nor Airship AI undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the occurrence of any event, change or other circumstances that could delay the Proposed Transaction or give rise to the termination of the Merger Agreement;

•        estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the Proposed Transaction;

•        risks relating to the uncertainty of the projected financial information with respect to Airship Pubco;

•        the outcome of any legal proceedings that may be instituted against Airship AI or BYTS following announcement of the Proposed Transaction and transactions contemplated thereby;

•        the inability to complete the Proposed Transaction due to the failure to obtain approval of the BYTS shareholders or the failure of BYTS to meet the conditions to closing in the Merger Agreement;

•        the inability to maintain the listing of the Airship Pubco Common Stock on Nasdaq following the Proposed Transaction;

•        Airship Pubco’s public securities’ liquidity and trading;

•        the risk that the Proposed Transaction disrupts current plans and operations;

•        the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, and the ability of Airship Pubco to grow and manage growth profitably;

•        costs related to the Proposed Transaction;

•        Airship AI’s ability to obtain sufficient additional financing, on acceptable terms or at all, and ability to continue as a going concern;

•        the impact of Airship AI’s remaining indebtedness outstanding following the Proposed Transaction;

•        changes in the market in which Airship AI competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;

•        the impact of macroeconomic events, such as inflation, recessions or depressions, war or fears of war, and the coronavirus (“COVID-19”) pandemic;

•        changes in the vertical markets that Airship AI targets;

•        the impact of current or future government regulation and oversight, including the U.S. federal, state and local authorities;

•        the ability to launch new Airship AI services and products or to profitably expand into new markets;

•        the ability to execute Airship AI’s growth strategies, including identifying and executing acquisitions;

•        the ability to develop and maintain effective internal controls and procedures or correct the previously identified material weakness;

•        the exposure to any liability, protracted and costly litigation or reputational damage relating to Airship AI’s data security;

•        the possibility that Airship AI or BYTS may be adversely affected by other economic, business, and/or competitive factors; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under “Risk Factors” of this proxy statement/prospectus.

If BYTS’ shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could be terminated and the Proposed Transaction may not be consummated. See “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” and “The Airship Pubco Equity Incentive Plan Proposal,” of this proxy statement/prospectus, respectively.

BYTS will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Proposed Transaction and the other matters to be acted upon at the extraordinary general meeting. Shareholders of BYTS should read it carefully.

After careful consideration, the BYTS Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Airship Pubco Equity Incentive Plan Proposal, and (g) the Adjournment Proposal, if presented, are in the best interests of BYTS and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of BYTS’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BYTS and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, BYTS’ officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of BYTS’ Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Proposed Transaction is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.     Why is BYTS proposing the Proposed Transaction?

A.     BYTS was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

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.

Based on its due diligence investigations of Airship AI and the industry in which it operates, including the financial and other information provided by Airship AI in the course of BYTS’ due diligence investigations, the BYTS Board believes that the Proposed Transaction with Airship AI is in the best interests of BYTS and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “The Business Combination Proposal — BYTS Board of Director’s Reasons for the Approval of the Business Combination” for additional information.

Although the BYTS Board believes that the Proposed Transaction with Airship AI presents an attractive business combination opportunity and is in the best interests of BYTS and its shareholders, the BYTS Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in “The Business Combination Proposal — BYTS Board of Director’s Reasons for the Approval of the Business Combination,” as well as in “Risk Factors — Risks Related to Airship AI’s Business”.

Q.     What will Airship Securityholders receive in connection with the Business Combination?

A.     Under the Merger Agreement, the holders of shares of Airship Common Stock, Airship Options, Airship Earnout Warrants and Airship SARs immediately prior to the Closing will receive aggregate consideration of $225.0 million in the form of shares of Airship Pubco Common Stock (at a deemed value of $10.00 per share) in exchange for their outstanding equity interests, as set forth in more detail below.

The Merger Agreement also provides, among other things, that the Airship Earnout Holders have the contingent right to receive up to 5.0 million Earnout Shares, subject to the following contingencies:

(A)    25% of the Earnout Shares if the First Operating Performance Milestone is achieved;

(B)    75% of the Earnout Shares if the Second Operating Performance Milestone is achieved;

(C)    50% of the Earnout Shares if the First Share Price Performance Milestone is achieved; and

(D)    50% of the Earnout Shares if the Second Share Price Performance Milestone is achieved.

Pursuant to the Merger Agreement, at the Effective Time, (i) each Airship Option that is outstanding as of immediately prior to the Effective Time will be converted into a Converted Stock Option and the right to receive a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement, (ii) each Airship Warrant that is outstanding as of immediately prior to the Effective Time will be converted into a Converted Warrant and, with respect to the Airship Earnout Warrants only, the right to receive a number of Earnout Shares in accordance with, and subject to, the contingencies set forth in the Merger Agreement, and (iii) each Airship SAR that is outstanding immediately prior to the Effective Time will automatically be assumed by Airship Pubco and converted into a Converted SAR. At the Effective Time, Airship Pubco will assume all obligations of Airship AI with respect to each Converted Stock Option, Converted Warrant and Converted SAR.

The Proposed bylaws will provide that the shares of Airship Pubco Common Stock issued to all holders of Airship Common Stock, Airship Options, Airship Earnout Warrants and Airship SARs as merger consideration will be subject to a lock-up for a period of 180 days following the Closing, and that Airship Pubco Common Stock issued to such holders upon satisfaction of the First Operating Performance Milestone (if any) will be subject to a 12-month lock-up period beginning on the date such shares are issued, unless waived, amended or repealed by the unanimous approval of the Airship Pubco Board.

For information on the percentage of the issued and outstanding shares of Airship Pubco Common Stock immediately following the Closing that are expected to be held by the Airship Securityholders, the Sponsor and BYTS’ current public security holders, in various redemption scenarios, based on Airship AI’s balance of capital stock as of September 30, 2023, see “— What equity stake will current BYTS shareholders and Airship Securityholders hold in Airship Pubco immediately after the consummation of the Proposed Transaction?”.

Q.     What equity stake will current BYTS shareholders and Airship Securityholders hold in Airship Pubco immediately after the consummation of the Proposed Transaction?

A.     It is anticipated that, following the Business Combination, an aggregate of 27,540,891 shares of Airship Pubco Common Stock will be outstanding, assuming maximum redemptions and based on Airship AI’s balance of capital stock as of September 30, 2023, comprised of: (i) 18,417,089 shares of Airship Pubco Common Stock issued to Airship Securityholders in the Merger (including 5,000,000 Earnout Shares, which shares will be issued and held in escrow as of the Closing Date, but excluding the shares of Airship Pubco Common Stock reserved for issuance upon the exercise of Converted Stock Options, Converted Warrants and Converted SARs, which will not be outstanding immediately following the Closing), constituting approximately 66.9% of the outstanding Airship Pubco Common Stock; (ii) 8,692,868 shares of Airship Pubco Common Stock issued to the Sponsor (which reflects the forfeiture of 1,000,000 shares by the Sponsor pursuant to the Parent Support Agreement, 570,555 Public Shares purchased by the Sponsor pursuant to the Non-Redemption Agreement, and all of the Share Contribution shares retained in respect of such Public Shares), constituting approximately 31.6% of the outstanding Airship Pubco Common Stock; (iii) 93,434 shares of Airship Pubco Common Stock held by the Non-Redeeming Shareholder, constituting less than 1% of the outstanding Airship Pubco Common Stock; (iv) no shares of Airship Pubco Common Stock held by BYTS Public Shareholders (not including the 570,555 Public Shares purchased by the Sponsor pursuant to the Non-Redemption Agreement and the 93,434 Public Shares held by the Non-Redeeming Shareholder), and (v) 337,500 shares of Airship Pubco Common Stock issuable to certain service providers, constituting approximately 1.2% of the outstanding Airship Pubco Common Stock. These percentages assume that no BYTS Warrants will be exercised and there are no other issuances of equity securities of Airship Pubco prior to or in connection with the Closing, including any equity awards that may be issued under

the Airship Pubco Equity Incentive Plan following the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by BYTS’ existing shareholders in the combined company will be different.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Condensed Combined Pro Forma Financial Information”. For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Airship Pubco after the Closing”.

Q.     Will Airship Pubco be a controlled company?

A.     Yes. Following the Business Combination (assuming maximum redemptions), Victor Huang, Airship AI’s co-Founder and Chief Executive Officer, and Derek Xu, Airship AI’s co-Founder and Chief Operating Officer, will beneficially own (including shares underlying Converted Warrants, Converted Stock Options and Converted SARs) approximately 59.4% of the combined voting power for the election of directors to the Airship Pubco Board, and, as a result, Airship Pubco will be considered a “controlled company” for the purposes of Nasdaq listing rules. For so long as Airship Pubco remains as a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Airship Pubco’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See “Risk Factors — Airship Pubco will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Q.     How has the announcement of the Proposed Transaction affected the trading price of the BYTS Class A Ordinary Shares?

A.     On June 26, 2023, the last trading date prior to the public announcement of the Proposed Transaction, BYTS Units, BYTS Class A Ordinary Shares and Public Warrants closed at $11.65, $10.95 and $0.1282, respectively. As of November 21, 2023, the Record Date, the closing price for each BYTS Units, BYTS Class A Ordinary Shares and Public Warrants was $10.64, $10.70 and $0.03, respectively.

Q.     Why is BYTS proposing the Domestication?

A.     The BYTS Board believes that there are significant advantages to Airship Pubco that will arise as a result of a change of BYTS’ domicile to the State of Delaware. Further, the BYTS Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The BYTS Board believes that there are several reasons why a reincorporation in the State of Delaware is in the best interests of BYTS and its shareholders, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in “The Domestication Proposal — Reasons for the Domestication”.

To effect the Domestication, BYTS will (a) file with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, together with the Proposed Charter, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (b) complete and make and procure all those filings required to be made with the Cayman Registrar under the Companies Act in connection with the Domestication, and (c) obtain a certificate of de-registration from the Cayman Registrar, as a result of which BYTS will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the Closing under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law of holders of BYTS Class B Ordinary Shares, being the affirmative vote of the holder of the sole BYTS Class B Ordinary Share issued and outstanding, voting as a separate class, represented in person or by proxy and entitled to

vote thereon and who does so at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

Q.     What amendments will be made to the Cayman Constitutional Documents?

A.     The consummation of the Proposed Transaction is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Proposed Transaction, BYTS’ shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Charter and the Proposed Bylaws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in “The Domestication Proposal” of this proxy statement/prospectus.

Q.     How will the Domestication affect my BYTS Class A Ordinary Shares, BYTS Warrants and BYTS Units?

A.     In connection with the Domestication, at the effective time of the Domestication, (i) each then issued and outstanding BYTS Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of Airship Pubco Common Stock; (ii) each then issued and outstanding BYTS Warrant (including each Private Placement Warrant) will become exercisable for one share of Airship Pubco Common Stock having the same terms and subject to the same conditions of such BYTS Warrant; and (iii) each then issued and outstanding BYTS Unit will separate and convert automatically into one share of Airship Pubco Common Stock and one-half of one Airship Pubco Warrant.

Q.     What are the U.S. federal income tax considerations of the Domestication?

A.     As discussed more fully under “Material U.S. Federal Income Tax Considerations,” White & Case LLP has delivered an opinion that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). As such, subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations,” U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of BYTS stock entitled to vote or 10% or more of the total value of all classes of BYTS stock (a “10% U.S. Shareholder”) on the date of the Domestication must include in income as a dividend deemed paid by BYTS the “all earnings and profits amount” attributable to the BYTS Class A Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Code;

•        A U.S. Holder whose BYTS Class A Ordinary Shares have a fair market value of $50,000 or more and who, on the date of the Domestication, is not a 10% U.S. Shareholder will recognize gain (but not loss) with respect to its BYTS Class A Ordinary Shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s BYTS Class A Ordinary Shares; and

•        A U.S. Holder whose BYTS Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

BYTS does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations,” BYTS believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of BYTS Class A Ordinary Shares or BYTS Warrants for Airship Pubco Common Stock or Airship Pubco Warrants pursuant to the Domestication. Any such gain would be

taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations — QEF Election and Mark-to-Market Election” with respect to their BYTS Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to BYTS Warrants, and the application of the PFIC rules to BYTS Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations — U.S. Holders”.

Each U.S. Holder of BYTS Class A Ordinary Shares or BYTS Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of BYTS Class A Ordinary Shares and BYTS Warrants for Airship Pubco Common Stock and Airship Pubco Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s Airship Pubco Common Stock after the Domestication.

Because the Domestication will occur immediately prior to the redemptions of holders that exercise Redemption Rights with respect to Public Shares, holders exercising Redemption Rights would still be subject to the potential tax consequences of the Domestication, and for U.S. Holders, the determination of whether a U.S. Holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. Holders should consult their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of Redemption Rights.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations”.

Q.     Do I have Redemption Rights?

A.     If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your Redemption Rights, please see the answer to the next question: “How do I exercise my Redemption Rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without BYTS’ prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without BYTS’ prior consent.

As part of the Letter Agreement entered into at the time of BYTS’ IPO, the Insiders agreed to waive their Redemption Rights with respect to all of the Founder Shares in connection with the completion of the Business Combination. The Insiders did not receive any separate consideration paid in connection with providing such waiver. Additionally, the Sponsor agreed to waive its Redemption Rights with respect to the Public Shares acquired by it pursuant to the Non-Redemption Agreement, and in consideration the Sponsor will be paid $0.033

per share per month. The Founder Shares will be excluded from the pro rata calculation used to determine the per share Redemption Price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of the Record Date of approximately $19,811,345, the estimated per share redemption price would have been approximately $10.78.

Holders of BYTS Warrants do not have redemption rights with respect to their BYTS Warrants.

Holders of Public Shares who also hold Public Warrants may elect to redeem their Public Shares, and still retain their Public Warrants. The aggregate value of the 16,184,626 Public Warrants based on the closing price for the Public Warrants of $0.03 on November 21, 2023, the Record Date, was approximately $485,539. Public stockholders who redeem their Public Shares may continue to hold any Public Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Public Warrants, if despite such redemptions, the Business Combination was consummated. Assuming the maximum redemption of 1,173,604 Public Shares, and assuming each redeeming shareholder holds one-half of one warrant for each Public Share redeemed, representing the number of warrants initially included in the BYTS Units, up to 586,802 Public Warrants would be retained by redeeming stockholders (assuming all such holders elected not to exercise their warrants, and assuming the Business Combination occurred despite such redemptions, thereby permitting the exercise of Public Warrants following the Closing) with an aggregate market value of approximately $17,604, based on the market price of $0.03 per Public Warrant as of November 21, 2023. We cannot predict the ultimate value of the Public Warrants following consummation of the Business Combination.

As indicated elsewhere in this proxy statement/prospectus, the outstanding BYTS Warrants represent potential additional dilution to BYTS Shareholders. See “Summary of the Proxy Statement/Prospectus — Ownership of Airship Pubco After the Closing.” The BYTS Warrants will become exercisable beginning 30 days after the Closing. For a discussion of the risks relating to warrant dilution, see “Risk Factors — Airship Pubco Warrants will become exercisable for Airship Pubco Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. Such dilution will increase if more shares of BYTS Class A Ordinary Shares are redeemed.”

Q.     How do I exercise my Redemption Rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through BYTS Units and elect to separate your BYTS Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;

(b)    submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that BYTS redeem all or a portion of your Public Shares for cash; and

(c)     tender or deliver your share certificates for Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 4:00 p.m., Eastern Time, on December 15, 2023 (the same day as the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” beginning on page 29 of this proxy statement/prospectus.

Holders of BYTS Units must elect to separate the BYTS Units into the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their BYTS Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the BYTS Units into the underlying Public Shares and Public Warrants, or if a holder holds BYTS Units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.78 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the

claims of BYTS’ creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Proposed Transaction.

A BYTS shareholder may withdraw a request for Redemption until the redemption deadline and, following this deadline, with BYTS’ consent up until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that BYTS permit the withdrawal of the request for Redemption and instruct the Transfer Agent to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been tendered or delivered (either physically or electronically) to the Transfer Agent, prior to 4:00 p.m. Eastern Time on December 15, 2023 (the same day as the scheduled vote at the extraordinary general meeting).

If a holder of Public Shares properly makes a request for Redemption and the certificates for Public Shares (if any) along with the redemption forms are tendered or delivered as described above, then, if the Proposed Transaction is consummated, Airship Pubco will redeem the Public Shares for a pro rata portion of funds held in the Trust Account that are available for distribution to Public Shareholders, calculated as of two business days prior to the consummation of the Proposed Transaction.

If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your Redemption Rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Q.     How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders post-Business Combination?

A.     The Public Warrants are identical to the Private Placement Warrants in their respective material terms and provisions, except that the Private Placement Warrants will not be redeemable by BYTS so long as they are held by the Sponsor or any of its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or any of its permitted transferees, they will be redeemable by BYTS and exercisable by the holders on the same basis as the Public Warrants. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants until 30 days after the consummation of the Business Combination. The aforementioned terms of the Private Placement Warrants are detailed in the Warrant Agreement and are not modified as a result of the Business Combination.

Following the consummation of the Business Combination, Airship Pubco has the ability to redeem the outstanding Public Warrants for cash at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, among other things, the closing price of Airship Pubco Common Stock is equal to or exceeds $18.00 per share (as adjusted for sub share sub divisions, share capitalizations, reorganizations, recapitalization and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which Airship Pubco sends the notice of redemption to warrant holders. The value received upon redemption of the warrants (i) may be less than the value the holders would have received if they have exercised their warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants.

In addition, Airship Pubco will have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, among other things, the

last reported sale price of the Airship Pubco Common Stock equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which Airship Pubco sends the notice of redemption to the warrant holders. In such a case, the holders will be able to exercise their Public Warrants on a cashless basis prior to redemption for a number of the Airship Pubco Common Stock determined based on the redemption date and the fair market value of the Airship Pubco Common Stock. If the reference value is less than $18.00 per share, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. Any such redemption may have similar consequences to a cashless redemption described in “Description of Airship Pubco Securities — Redemption of Airship Pubco Warrants when the price per share of Airship Pubco Common Stock equals or exceeds $10.00”. In addition, such redemption may occur at a time when the warrants are “out-of-the-money”, in which case warrant holders would lose any potential embedded value from a subsequent increase in the value of Airship Pubco Common Stock had the warrants remained outstanding. For more information, see “Description of Airship Pubco Securities — Warrants — Public Warrants”.

In the event that Airship Pubco determines to redeem the Public Warrants pursuant to Section 6.1 or Section 6.2 of the Warrant Agreement, Airship Pubco will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by Airship Pubco not less than thirty (30) days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner herein provided will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Q.     If I am a holder of BYTS Units, can I exercise Redemption Rights with respect to my BYTS Units?

A.     No. Holders of issued and outstanding BYTS Units must elect to separate the BYTS Units into the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If you hold your BYTS Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the BYTS Units into the underlying Public Shares and Public Warrants, or if you hold BYTS Units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. You are requested to cause your Public Shares to be separated and tendered or delivered to the Transfer Agent, along with the redemption forms by 4:00 p.m., Eastern Time, on December 15, 2023 (the same day as the scheduled date of the extraordinary general meeting) in order to exercise your Redemption Rights with respect to your Public Shares.

Q.     What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A.     The U.S. federal income tax consequences of exercising your Redemption Rights with respect to your Public Shares depend on when the Redemption occurs and your particular facts and circumstances. It is possible that you may be treated as selling your Public Shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a Redemption of Public Shares qualifies for sale treatment will depend largely on the total number of Public Shares of BYTS stock you are treated as owning before and after the redemption (including any shares that you constructively own as a result of owning Public Warrants and any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the shares of BYTS (or Airship Pubco, as the case may be) stock outstanding both before and after the redemption. Redeeming U.S. Holders generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Public Shares (if the Redemption were treated as a sale of shares) or any corporate distributions deemed received on its Public Shares (if the Redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of Redemption Rights, see “Material U.S. Federal Income Tax Considerations”.

All Public Shareholders considering exercising Redemption Rights are urged to consult their tax advisor on the tax consequences to them of an exercise of Redemption Rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Proposed Transaction?

A.     Following the closing of the IPO (including partial exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $323,692,510 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in the Trust Account. BYTS initially had until March 23, 2023 to consummate an initial business combination. On March 16, 2023, BYTS held an extraordinary general meeting (the “First Extension Meeting”). At the First Extension Meeting, the shareholders approved amendments to the Cayman Constitutional Documents to extend the date by which BYTS must complete an initial business combination from March 23, 2023 to September 25, 2023 (the “First Extension”). In connection with the First Extension Meeting, shareholders holding an aggregate of 30,006,034 BYTS Class A Ordinary Shares exercised their right to redeem their shares for $10.22 per share of the funds held in the Trust Account. On September 22, 2023, BYTS held a second extraordinary general meeting (the “Second Extension Meeting”). At the Second Extension Meeting, BYTS shareholders approved amendments to the Cayman Constitutional Documents to (i) further extend the date by which BYTS must complete an initial business combination, from September 25, 2023 to December 26, 2023 and to allow BYTS, without another shareholder vote, by resolution of the BYTS Board, to further extend such date by three months until March 25, 2024 (the “Second Extension”) and (ii) remove the requirement that BYTS have net tangible assets of at least $5,000,001 prior to or upon consummation of the Business Combination. At the Second Extension Meeting shareholders also re-elected Louis Lebedin as a Class I director of the BYTS Board. In connection with the Second Extension Meeting, shareholders holding an aggregate of 525,624 BYTS Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.63 per share of the funds held in the Trust Account.

As of the Record Date, funds in the Trust Account totaled approximately $19,811,345 and were held in an interest-bearing bank deposit account. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of BYTS’ obligation to redeem 100% of the Public Shares if it does not complete a business combination by March 25, 2024 and (c) the Redemption of all of the Public Shares if BYTS is unable to complete a business combination by March 25, 2024 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Proposed Transaction, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their Redemption Rights, to pay transaction fees and expenses associated with the Proposed Transaction, and for working capital and general corporate purposes of Airship Pubco following the Proposed Transaction.

Q.     What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to that certain Underwriting Agreement, dated March 18, 2021, by and between Citigroup Global Markets Inc. (“Citi”), acting individually and as representative of the several underwriters listed on Schedule I thereto (the “Underwriting Agreement”), at the time of the IPO, BYTS provided an upfront discount to the underwriters of its IPO of $6,473,850. In addition, pursuant to the Underwriting Agreement, Citi was entitled to a deferred underwriting discount of $0.35 per BYTS Unit totaling $11,329,238 upon the consummation of the Business Combination, which would be payable from the amounts held in the Trust Account. Citi agreed to allocate a portion of its deferred underwriting commission to B. Riley Securities, Inc. (“BRS”). At the request of BYTS, in order to reduce transaction costs in connection with the Business Combination, on May 30, 2023, Citi gratuitously waived its entitlement to the payment of the deferred compensation solely with respect to the Business Combination. Accordingly, neither Citi nor BRS will receive any portion of the $11,329,238 deferred underwriting fee. Citi was not provided, and will not be provided, from any source, any consideration in exchange

for its waiver of its entitlement to the payment of the deferred compensation or with respect to any agreements, arrangements or understandings between Citi and any party with respect to the waiver. The following table illustrates the effective underwriting discount on a percentage basis for Public Shares at each redemption level identified below, taking into account that the upfront discount will not be adjusted based on redemptions and the waiver of the deferred underwriting discount:

____________

(1)      Reflects redemptions of 525,624 Public Shares in connection with the Second Extension. Includes 570,555 Public Shares purchased by the Sponsor pursuant to the Non-Redemption Agreement and 93,434 Public Shares held by the Non-Redeeming Shareholder assuming a $10.70 price per share.

(2)      Uses an illustrative per share price of $10.70, based on the per share redemption price as of September 30, 2023.

See “Risk Factors — The underwriters of the IPO were to be compensated in part on a deferred basis for already-rendered services in connection with BYTS’ IPO. However, Citi gratuitously waived such compensation. Citi was not engaged as an advisor in this Business Combination and does not have any responsibility for this proxy statement/prospectus” for additional information.

Q.     Did the BYTS Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Proposed Transaction?

A.     Yes. Scalar, LLC (“Scalar”) provided the BYTS Board a fairness opinion which concluded that, as of the date of its opinion, and based on and subject to the assumptions, qualifications and other matters set forth therein, the Aggregate Merger Consideration to be paid by BYTS in the Merger is fair, from a financial point of view, to Public Shareholders unaffiliated with the Sponsor or its affiliates. As part of its analysis, Scalar looked at two valuation approaches: (i) a selected public companies analysis and (ii) a selected transactions analysis.

Scalar’s opinion was provided to the BYTS Board (in its capacity as such) in connection with its evaluation of the Merger and was not provided to any other party for any other purpose. See “The Business Combination Proposal — Opinion of Scalar, as Financial Advisor to BYTS’ Board of Directors” for additional information regarding the scope, assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken and other matters considered by Scalar in connection with the preparation of its fairness opinion.

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A.     Our Public Shareholders are not required to vote in respect of the Proposed Transaction in order to exercise their Redemption Rights. Accordingly, the Proposed Transaction may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of Redemptions by Public Shareholders.

Q.     What conditions must be satisfied to complete the Proposed Transaction?

A.      The Merger Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of BYTS and Airship AI; (b) the effectiveness of the registration statement on Form S-4 filed by BYTS of which this proxy statement/prospectus forms a part; (c) the Airship Pubco Common Stock being approved for listing on Nasdaq or another national securities exchange; (d) BYTS having, after giving effect to any redemption of the Public Shares in connection with the transactions contemplated by the Merger Agreement, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) or otherwise being exempt from the provisions of Rule 419 promulgated under the Securities Act; (e) the amount of cash remaining in the Trust Account, following redemptions in connection with the transactions, plus the amount of certain permitted financings of BYTS equaling or exceeding $7 million; and (f) the unpaid legal fees of BYTS’ outside counsel as of immediately prior to the Closing not exceeding $2 million. The consummation of any PIPE Financing is not a condition to closing the Business Combination, and BYTS expects the $7 million Minimum Cash Condition will be satisfied through the Non-Redemption Agreements. Conditions (a) through (d) above are subject to waiver (where permissible) by all parties to the Merger Agreement and conditions (e) and (f) above are subject to waiver by Airship AI.

For more information about conditions to the consummation of the Proposed Transaction, see “The Business Combination Proposal — Merger Agreement” beginning on page 129 of this proxy statement/prospectus.

Q.     When is the Proposed Transaction expected to be completed?

A.     It is currently expected that the Proposed Transaction will be consummated in the fourth quarter of 2023. This date depends, among other things, on the approval of the proposals to be put to BYTS shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by BYTS’ shareholders at the extraordinary general meeting and BYTS elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Proposed Transaction, see “The Business Combination Proposal — Merger Agreement”.

Q.     What happens if the Proposed Transaction is not consummated?

A.     BYTS will not complete the Domestication to the State of Delaware unless all other conditions to the consummation of the Proposed Transaction have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If BYTS is not able to complete the Proposed Transaction with Airship AI by March 25, 2024 and is not able to complete another business combination by such date, in each case, as such date may be extended by a shareholder-approved amendment to the Cayman Constitutional Documents, pursuant to the Cayman Constitutional Documents, BYTS will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the BYTS Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q.     What interests do the Sponsor and BYTS’ current officers and directors have in the Business Combination?

A.     The Sponsor and BYTS’ directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. See “The Business Combination Proposal — Certain Interests of BYTS’ Directors and Officers and Others in the Business Combination.”

Q.     Following the Proposed Transaction, will BYTS’ securities continue to trade on a stock exchange?

A.     Yes. BYTS has applied to list the Airship Pubco Common Stock and Airship Pubco Warrants on Nasdaq under the proposed symbols “AISP” and “AISPW”, respectively, upon the Closing.

Pursuant to the terms of the Merger Agreement, as a closing condition, BYTS is required to cause the Airship Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, BYTS may not have received from Nasdaq either confirmation of the listing of the Airship Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Airship Pubco Common Stock would not be listed on any nationally recognized securities exchange.

Unlike other special purpose acquisition companies, BYTS’ Cayman Constitutional Documents do not prohibit BYTS from redeeming Public Shares if such redemption would cause BYTS’ net tangible assets to be less than $5,000,001 following such redemption. The Merger Agreement includes a condition to Closing that BYTS must have, after giving effect to any redemption of the Public Shares in connection with the transactions contemplated by the Merger Agreement, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) or otherwise being exempt from the provisions of Rule 419 promulgated under the Securities Act, however such condition may be waived by BYTS and Airship AI. Accordingly, if the condition to closing is waived, and if redemptions in connection with the Business Combination cause BYTS’ net tangible assets to be less than $5,000,001 and Airship Pubco does not meet another exemption from the “penny stock” rule (such as the Airship Pubco Common Stock being listed on Nasdaq, or the price of the Airship Pubco Common Stock exceeding $5.00), then the Airship Pubco Common Stock may be a “penny stock” upon Closing. A determination that the Airship Pubco Common Stock is a “penny stock” would require brokers trading in shares of Airship Pubco Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Airship Pubco’s securities. See “Risk Factors — A shareholder-approved amendment to BYTS’ Cayman Constitutional Documents removed the minimum net tangible assets requirement. The Merger Agreement contains a closing condition that BYTS have at least $5,000,001 of net tangible assets or otherwise be exempt from the provisions of Rule 419 under the Securities Act, however such condition may be waived by the parties. Accordingly, BYTS and Airship AI may complete the Business Combination even if the Airship Pubco Common Stock would be a “penny stock” upon the Closing.”

Q.     Do I have appraisal rights or dissenters’ rights in connection with the Proposed Transaction?

A.     Neither BYTS’ shareholders nor BYTS’ warrant holders have appraisal rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law or the DGCL. BYTS’ shareholders do not have dissenters’ rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law.

Q.     What do I need to do now?

A.     BYTS urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Proposed Transaction will affect you as a shareholder or warrant holder. BYTS’ shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of BYTS Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker,

bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held virtually at 4:30 p.m., Eastern Time, on December 15, 2023. The extraordinary general meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/byteacquisition/egm2023. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020.

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     BYTS has fixed November 21, 2023 as the Record Date for the extraordinary general meeting. If you were a shareholder of BYTS at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     BYTS shareholders are entitled to one vote at the extraordinary general meeting for each BYTS Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 10,959,907 BYTS Ordinary Shares issued and outstanding, of which 1,267,038 were Public Shares not held by Insiders.

Q.     What constitutes a quorum?

A.     A quorum of BYTS shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding BYTS Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 5,479,955 BYTS Ordinary Shares would be required to achieve a quorum. Because the Sponsor has the right to vote 9,122,314 BYTS Ordinary Shares, the presence at the extraordinary general meeting of the shares held by the Sponsor alone will be sufficient to establish a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     The following votes are required to approve each proposal being presented at the extraordinary general meeting:

Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution under Cayman Islands law of holders of BYTS Class B Ordinary Shares, being the affirmative vote of the holder of the sole BYTS Class B Ordinary Share issued and outstanding, voting as a separate class, represented in person or by proxy and entitled to vote thereon and who does so at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who do so at the extraordinary general meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Airship Pubco Equity Incentive Plan Proposal — The approval of the Airship Pubco Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the BYTS Ordinary Shares issued and outstanding, represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The Sponsor, which includes among its members each of the directors and officers of BYTS, owns 8,092,313 Founder Shares, 1,030,000 Private Placement Units, 570,555 Public Shares, and the sole outstanding BYTS Class B Ordinary Share (provided that in connection with the Non-Redemption Agreement and pursuant to SEC guidance, the Sponsor agreed not to vote the 570,555 Public Shares acquired by it on the proposals submitted hereby). As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 88.4% of the issued and outstanding BYTS Ordinary Shares and have the right to vote approximately 83.2% of the issued and outstanding BYTS Ordinary Shares. Accordingly, the Insiders will be able to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Airship Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

Q.     What are the recommendations of the BYTS Board?

A.     The BYTS Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interests of BYTS’ shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Airship Pubco Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented, to the extraordinary general meeting.

The existence of financial and personal interests of one or more of BYTS’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BYTS and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, BYTS’ officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of BYTS’ Directors and Officers and Others in the Business Combination”.

Q.     How do the Insiders intend to vote their BYTS Ordinary Shares?

A.     The Sponsor and the officers and directors of BYTS, who we collectively refer to as the Insiders, have agreed to vote in favor of all the proposals being presented at the extraordinary general meeting. The Sponsor, which includes among its members each of the directors and officers of BYTS, owns 8,092,313 Founder Shares, 1,030,000 Private Placement Units, 570,555 Public Shares, and the sole outstanding BYTS Class B Ordinary Share (provided that in connection with the Non-Redemption Agreement and pursuant to SEC guidance, the Sponsor agreed not to vote the 570,555 Public Shares acquired by it on the proposals submitted hereby). As a result, as of the date of this proxy statement/prospectus, the Insiders own approximately 88.4% of the issued and outstanding BYTS Ordinary Shares and have the right to vote approximately 83.2% of the issued and outstanding BYTS Ordinary Shares. Accordingly, the Insiders will be able to approve the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Airship Pubco Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

The existence of financial and personal interests of one or more of BYTS’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of BYTS and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, BYTS’ officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of BYTS’ Directors and Officers and Others in the Business Combination”.

Q.     Do the Insiders expect to purchase Public Shares from Public Shareholders?

A.     Yes. Pursuant to the Merger Agreement, BYTS agreed to enter into non-redemption agreements with certain investors pursuant to which such investors will commit to hold or acquire, as applicable, and not to redeem an aggregate of $7 million of BYTS Class A Ordinary Shares in connection with the Merger, on the terms and subject to the conditions set forth in these agreements. On August 1, 2023, BYTS entered into a Non-Redemption Agreement with the Sponsor pursuant to which the Sponsor agreed to acquire from shareholders of BYTS $6 million in aggregate value of Public Shares, either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to Public Shareholders who exercise Redemption Rights with respect to their Public Shares, prior to the closing date of the Business Combination, to waive its Redemption Rights and hold the Public Shares through the closing date of the Business Combination, and to abstain from voting and not vote the Public Shares in favor of or against the Business Combination. As consideration for the Non-Redemption Agreement, BYTS agreed to pay the Sponsor $0.033 per Public Share per month, which will begin accruing on the date that is three days after the date of the Non-Redemption Agreement and terminate on the earlier of the closing date of the Business Combination, the termination of the Merger Agreement, or the Outside Closing Date. As of the date of this proxy statement/prospectus, the Sponsor has acquired 570,555 Public Shares pursuant to the Non-Redemption Agreement. Additionally, on August 1, 2023, BYTS entered into a Non-Redemption Agreement with the Non-Redeeming Shareholder holding Public Shares, pursuant to which the Non-Redeeming Shareholder agreed not to redeem $1 million in aggregate value of Public Shares held by it on the date of the Non-Redemption Agreement in connection with the Business Combination. The Non-Redeeming Shareholder is an investor in our Sponsor and, other than indirectly through its interest in our Sponsor, the Non-Redeeming Shareholder did not receive any separate consideration for such waiver.

Additionally, at any time at or prior to the Proposed Transaction, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, the existing equity holders of Airship AI or BYTS or our or their respective directors, officers, advisors or respective affiliates may (a) purchase Public Shares from institutional and other investors who elect to redeem, or indicate an intention to redeem, Public Shares,

(b) execute agreements to purchase such shares from such investors in the future, or (c) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or not redeem their Public Shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of BYTS Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor, the existing equity holders of Airship AI or BYTS or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders, such shares that are purchased by the Sponsor, the Airship Shareholders or our or their respective directors, officers, advisors or respective affiliates would not be voted in favor of the Business Combination Proposal, and the Sponsor, the existing equity holders of Airship AI or BYTS or our or their respective directors, officers, advisors or respective affiliates would waive their Redemption Rights. In the event that the Sponsor, the existing equity holders of Airship AI or BYTS or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares.

The purpose of such share purchases and other transactions would be to reduce the number of Public Shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the price of BYTS Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he, she or it owns, either at or prior to the Proposed Transaction). If such transactions are effected, the consequence could be to cause the Proposed Transaction to be consummated in circumstances where such consummation could not otherwise occur.

Q.     What happens if I sell my BYTS Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Proposed Transaction is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares by 4:00 p.m., Eastern Time, on December 15, 2023 (the same day as the scheduled date of the extraordinary general meeting).

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of our BYTS Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of BYTS Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.      Yes. Shareholders may send a later-dated, signed proxy card to BYTS’ Chairman at BYTS’ address set forth below so that it is received by BYTS’ Chairman prior to the vote at the extraordinary general meeting (which is scheduled to take place on December 15, 2023) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to BYTS’ Chairman, which must be received by BYTS’ Chairman prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Proposed Transaction is approved by shareholders and the Proposed Transaction is consummated, you will become a stockholder or warrant holder of Airship Pubco. If you fail to take any action with respect to the extraordinary general meeting and the Proposed Transaction is not approved, you will remain a shareholder or warrant holder of