What changed in this filing

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Item 1. Financial Statements

2021-08-20 compared with 2021-05-27 · 523 added, 824 removed, 289 unchanged (82% of the section changed)

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BYTE ACQUISITION CORP.

UNAUDITED CONDENSED

BALANCE SHEET

MARCH 31, 2021

CONDENSED BALANCE SHEET

JUNE 30, 2021 (Unaudited)

Current assets:

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Accumulated deficit

( 5,947,861 )

Total shareholders’ equity

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$ 326,509,384

This number includes up to 1,125,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by

the underwriters.

On April 7, 2021, the Founder forfeited 532,687 Class B ordinary shares as a result of a partial exercise of the over-allotment option.

The accompanying

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BYTE ACQUISITION CORP.

UNAUDITED CONDENSED

STATEMENT OF OPERATIONS

CONDENSED STATEMENTS

OF OPERATIONS

For the Three

For The Period From

JANUARY 8, 2021 (INCEPTION) THROUGH MARCH 31, 2021

(inception) through

General and administrative expenses

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Change in fair value of derivative warrant liabilities

( 4,361,590 )

( 4,656,440 )

Offering costs associated with derivative warrant liabilities

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$ ( 4,713,145 )

$ ( 5,947,861 )

Weighted average shares outstanding of Class A common stock subject to possible redemption , basic and diluted

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BYTE ACQUISITION CORP.

STATEMENT OF CHANGE IN SHAREHOLDERS' EQUITY

For The Period From January 8, 2021 (Inception) through March 31, 2021

Additional Paid in

Shareholders' Equity

STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS

ENDED JUNE 30, 2021

AND FOR THE PERIOD

FROM JANUARY 8, 2021 (INCEPTION) THROUGH JUNE 30, 2021 (Unaudited)

Ordinary Shares

Shareholders’

Balance - January 8, 2021 (Inception)

Issuance of Class B ordinary shares

to Sponsor (1)

Sale of units in initial public offering, less allocation

to derivative warrant liabilities

Issuance of Class B ordinary shares to Sponsor (1)

Sale of units in initial public offering, less allocation to derivative warrant liabilities

Offering costs

Sale of units in initial private offering, less allocation

to derivative warrant liabilities

Sale of units in initial private offering, less allocation to derivative warrant liabilities

Shares subject to possible redemption

( 273,236,618

( 273,239,350

Balance - March 31, 2021

(1) This number includes up to 1,125,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

The accompanying notes are an integral part of these financial statements.

Forfeiture of Class B ordinary shares

units in initial public offering, less allocation to derivative warrant liabilities (Over-Allotment)

Offering costs

Shares subject to possible redemption

Balance - June 30, 2021

The accompanying notes are an integral part

of these financial statements.

BYTE ACQUISITION CORP.

STATEMENT OF CASH FLOWS

For The Period From January 8, 2021 (Inception) through March 31, 2021

FOR THE PERIOD FROM

JANUARY 8, 2021 (INCEPTION) THROUGH JUNE 30, 2021 (Unaudited)

Cash Flows from Operating Activities:

$ (1,234,716 )

Adjustments to reconcile net loss to net cash used in operating activities:

General and adminsitrative expenses paid by related party in exchange for issuance of Class B ordinary shares

General and adminsitrative expenses paid by related party under promissory note

General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares

General and administrative expenses paid by related party under promissory note

Change in fair value of derivative warrant liabilities

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Cash - beginning of the period

Cash - ending of the period

Cash - end of the period

Supplemental disclosure of noncash investing and financing activities:

Offering costs included in accounts payable

Offering costs included in accrued expenses

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Initial value of Class A ordinary shares subject to possible redemption

$ 288,041,470

Change in value of Class A common shares subject to possible redemption

$ (14,802,120 )

The accompanying notes are an integral part of these financial statements.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Note 1—Description

The accompanying notes are an integral part

of these financial statements.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Description

of Organization and Business Operations

BYTE Acquisition Corp.

“Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021.

The Company was

formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (“Business Combination”).

While the Company may pursue an initial business combination target

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the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company

As of June 30, 2021, the Company

had not yet commenced operations.

All activity for the period from January 8, 2021 (inception) through March 31, 2021 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”) and since the closing of the initial public offering,

All activity for the period from January 8, 2021 (inception) through June 30, 2021 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”) and since the closing of the initial public offering,

the search for a prospective initial Business Combination.

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of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds

derived from the Initial Public Offering.

The Company generates non-operating income in the form of interest and other income on investments

of the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”).

The registration

statement for the Company’s Initial Public Offering was declared effective on March 17, 2021.

On March 23, 2021, the Company consummated

its Initial Public Offering of 30,000,000 units (the “Units”

and, with respect to the Class A ordinary shares included in

the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting

its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in

the Units, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 300.0 million, and incurring underwriting

fees and other offering costs of approximately $ 17.2 million, inclusive of approximately $ 10.5 million in deferred underwriting commissions

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On April 7, 2021, the underwriter exercised

the over-allotment option in part and purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating gross

proceeds of $ 23,692,510 (see Note 11).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000

Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of

with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000

Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating total gross proceeds of

$ 10.3 million (see Note 4) .

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Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain

of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) and will be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market

of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) and will be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market

fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,

as described below.

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Public Offering.

If the over-allotment was not exercised, such amount would be transferred back into the Company’s operating bank

The Company’s management

If the over-allotment was not exercised, such amount would be transferred back into the Company’s operating bank

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

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The Company will only complete a Business Combination

if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target

or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment

company under the Investment Company Act.

if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or

otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company

under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its

shareholders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public

Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business

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There will be no redemption rights upon the completion of a Business Combination with respect

to the Company’s warrants.

The Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity”

(“ASC 480”).

with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity” (“ASC 480”).

If the Company seeks shareholder

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a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender

offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing

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If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote

its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units (the “Private

Placement Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination

and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units (the “Private Placement

Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and

to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

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if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any

affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming

its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor agreed (a) to

waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business

Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify

the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business

Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’

rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to

redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from

the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any

affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined

under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming

its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor agreed (a) to waive

its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business

Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance

or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination

within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public

Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect

to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until

24 months from the closing of the Initial Public Offering, or March 23, 2023 (the “Combination Period”) to complete a

Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter,

redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders

(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate,

24 months from the closing of the Initial Public Offering, or March 23, 2023 (the “Combination Period”) to complete a Business

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter,

redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor agreed to waive

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any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent

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The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent

public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the

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Liquidity and Capital

of March 31, 2021, the Company had approximately $1.6 million in its operating bank account and working capital of approximately

$2.6 million.

Company’s liquidity through the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the

Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below),

the loan under the Note from the Sponsor of approximately $149,000 (see Note 5) to the Company, and the net proceeds from the consummation

of the Private Placement not held in the Trust Account.

As of June 30, 2021, the Company

had approximately $ 1.8 million in its operating bank account and working capital of approximately $ 2.7 million.

The Company’s liquidity

through the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor to cover certain

offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note

from the Sponsor of approximately $ 149,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement

not held in the Trust Account.

The Company fully repaid the Note on March 25, 2021.

In addition, in order to

finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders

may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

To date, there were no amounts outstanding under

any Working Capital Loans.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through

the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using

these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing

due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire,

and structuring, negotiating and consummating the Business Combination.

continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable

as of the date of the balance sheet.

The financial statement does not include any adjustments that might result from the outcome of this

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Note 2—Basis

In addition, in order to finance transaction costs

in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated

to, provide the Company Working Capital Loans (see Note 5).

To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management

believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation

of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing

accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective

target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating

and consummating the Business Combination.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Risks and Uncertainties

Management continues to evaluate

the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the condensed

balance sheet.

The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

of Presentation and Summary of Significant Accounting Policies

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condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles

GAAP”) for interim financial information and Article 8 of Regulation S-X.

Accordingly, they do not include all of the

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for a fair presentation have been included.

Operating results for the period from January 8, 2021 (inception) through March 31, 2021 are

not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Operating results for the three months ended June 30, 2021 and for the period from January

8, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December

The accompanying unaudited

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8-K and the final prospectus filed by the Company with the SEC on March 29, 2021 and March 19, 2021, respectively.

In April 2021, the

Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its

audited balance sheet as of March 23, 2021 included in its Current Report on Form 8-K, filed March 29, 2021.

The Warrants were

reflected as a component of equity as opposed to liabilities on the balance sheet.

The impact of the error correction is reflected

in the unaudited condensed financial statements contained herein which resulted in a $14.4 million increase to derivative

liabilities and offsetting decrease to Class A ordinary shares subject to possible redemption to the March 23, 2021 balance sheet.

There was an impact on the offering costs allocated to warrant liability.

In April 2021, the Company

identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance

sheet as of March 23, 2021 included in its Current Report on Form 8-K, filed March 29, 2021.

The Warrants were reflected as a component

of equity as opposed to liabilities on the balance sheet.

The impact of the error correction is reflected in the unaudited condensed financial

statements contained herein which resulted in a $ 14.4 million increase to derivative liabilities and offsetting decrease to Class A ordinary

shares subject to possible redemption to the March 23, 2021 balance sheet.

There was an impact on the offering costs allocated to warrant

Emerging Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company

nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used .

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such

extended transition period, which means that when a standard is issued or revised and it has different application dates for public or

private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the

potential differences in accounting standards used .

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Use of Estimates

preparation of financial statement in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate

of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management

The preparation of financial

statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management

considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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results could differ significantly from those estimates.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents

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The Company had no cash equivalents

held outside the Trust Account as of March 31, 2021.

held outside the Trust Account as of June 30, 2021.

Investments Held in Trust Account

The Company’s portfolio

of investments is comprised solely of U.S.

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Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities, or a combination

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented

on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these

securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

government securities and generally

have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised

government securities, the investments are classified as trading securities.

When the Company’s investments held in the

Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in

money market funds are presented on the condensed balance sheet at fair value at the end of each reporting period.

Gains and losses resulting

from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited

condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available

market information.

Concentration of Credit

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account.

2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks

on such accounts.

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Coverage of $ 250,000 , and investments held in Trust Account.

At June 30, 2021, the Company

has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair

Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair

Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet.

Fair Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Fair value is defined as the

price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants

at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair

The hierarchy gives the highest

priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority

to unobservable inputs (Level 3 measurements).

These consist of:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

1 unchanged sentence

that is significant to the fair value measurement.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Derivative Liabilities

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments

are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, “Derivatives

and Hedging –

Contracts in Entity’s Own Equity”

(“ASC 815-40”).

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 15,515,000 warrants

issued in connection with the Initial Public Offering and the Private Placement are recognized as derivative liabilities in accordance

with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments

to fair value at each reporting period.

Derivative Warrant

The Company does not use derivative

instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments,

including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain

features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as

equity, is re-assessed at the end of each reporting period.

The Public Warrants and

the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement are recognized as

derivative liabilities in accordance with ASC 815.

In addition, based on management’s evaluation, the tender offer provision

fails the indexation criteria as contemplated by ASC Section 815-40-25.

As a result, the Company accounts for the Public Warrants as

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to

fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and

any change in fair value is recognized in the Company’s statement of operations.

The estimated fair value of the warrants is measured

at fair value using a Monte Carlo simulation.

any change in fair value is recognized in the Company’s condensed statements of operations.

The initial estimated fair value

of the warrants was measured using a Monte Carlo simulation.

The subsequent estimated fair value of the Public Warrants is based on

the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be

measured using a Monte Carlo simulation.

Offering Costs Associated

with the Initial Public Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering and Private Placement

that were directly related to the Initial Public Offering and Private Placement.

Offering costs are allocated to the separable financial

instruments issued in the Initial Public Offering and Private Placement based on a relative fair value basis, compared to total proceeds

Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses

in the statement of operations.

Offering costs associated with the Class A ordinary shares were charged to shareholders’

upon the completion of the Initial Public Offering and Private Placement.

Class A Ordinary

Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to

possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally

redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’

Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at March 31, 2021, 27,323,935 Class A ordinary shares

subject to possible redemption are presented as temporary equity, outside of the shareholders’

equity section of the Company’s

unaudited condensed balance sheet.

Company accounts for income taxes under ASC 740, “Income Taxes”

(“ASC 740”).

ASC 740 also clarifies the accounting

for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and

no amounts accrued for interest and penalties as of March 31, 2021.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Offering costs consisted of

legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering and Private Placement that were directly

related to the Initial Public Offering and Private Placement.

Offering costs were allocated to the separable financial instruments issued

in the Initial Public Offering and Private Placement based on a relative fair value basis, compared to total proceeds received.

costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statements

of operations.

Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion

of the Initial Public Offering and Private Placement.

Deferred underwriting commissions are classified as non-current liabilities as their

liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares

Subject to Possible Redemption

The Company accounts for its

Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Class A ordinary shares subject to

mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A

ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or

subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

At all other times, Class A ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary

shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence

of uncertain future events.

Accordingly, at June 30, 2021, 28,971,558 Class A ordinary shares subject to possible redemption are presented

as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet.

The Company accounts for income

taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized

in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition

and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must

be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman

Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

The Company is considered an

exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or

the United States.

As such, the Company’s tax provision was zero for the period presented.

The Company’s management does not

expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) Per Ordinary Share

income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to

purchase up to an aggregate of 15,515,000 of the Company’s Class A ordinary shares in the calculation of the diluted income per

share, since their inclusion would be anti-dilutive under the treasury stock method.

Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for shares subject

to possible redemption in a manner similar to the two-class method of income (loss) per share.

Net income (loss) per ordinary share, basic

and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or

loss on investments held by the Trust Account, by the weighted average number of ordinary shares subject to possible redemption outstanding

since original issuance.

income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted

for income or loss on investments held in the Trust Account attributable to ordinary shares subject to possible redemption, by the weighted

average number of non-redeemable ordinary shares outstanding for the period.

Non-redeemable

common stock includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features.

Net income (loss) per share

is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods.

has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase up to an aggregate

of 16,699,626 of the Company’s Class A ordinary shares in the calculation of the diluted income per share, since their inclusion

would be anti-dilutive under the treasury stock method.

The Company’s unaudited

condensed statement of operations includes a presentation of income (loss) per ordinary share for shares subject to possible redemption

in a manner similar to the two-class method of income (loss) per share.

Net income (loss) per ordinary share, basic and diluted, for Class

A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held

by the Trust Account, by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share,

basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on

investments held in the Trust Account attributable to ordinary shares subject to possible redemption, by the weighted average number of

non-redeemable ordinary shares outstanding for the period.

Non-redeemable common stock

includes Founder Shares (as defined below) and non-redeemable Class A ordinary shares, which have been classified as non-redeemable as

of June 30, 2021, to maintain permanent equity of at least $5,000,001.

These shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on investments held in the Trust Account based on non-redeemable shares’

proportionate

following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

ordinary shares participate in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate

The following table reflects

the calculation of basic and diluted net income (loss) per ordinary share:

For The Three Months Ended

For The Period From January 8, 2021 (Inception) through

Class A ordinary shares subject to possible redemption

9 unchanged sentences

$ ( 4,713,145 )

$ ( 5,947,861 )

Net income allocable to Class A ordinary shares subject to possible redemption

1 unchanged sentence

$ ( 4,713,145 )

$ ( 5,947,861 )

weighted average Non-redeemable ordinary shares

1 unchanged sentence

Basic and diluted net loss per share, Non-redeemable ordinary shares

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Recent Accounting

Pronouncements

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current U.S.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for

the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU

2020-06 on January 8, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations

or cash flows.

In August 2020, the FASB issued

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current U.S.

also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception,

and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 8, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material

effect on the accompanying financial statement.

Note 3—Initial

effect on the accompanying unaudited condensed financial statements.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3—Initial

Public Offering

2 unchanged sentences

$ 10.5 million in deferred underwriting commissions .

Each Unit consists of one Class A

ordinary share and one-half of one redeemable warrant (“Public Warrant”).

April 7, 2021, the underwriter exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds

of $ 23,692,510 , and 532,687 Founder Shares were subsequently forfeited by the Sponsor.

Each Unit consists of one Class

A ordinary share and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder

to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 7).

Note 4—Private

Simultaneously with the closing

5 unchanged sentences

does not complete a Business Combination within the Combination Period, the private placement warrants underlying the Private Placement

Units (the “Private Placement Warrants”) will expire worthless.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Note 5—Related

Units (the “Private Placement Warrants”) will expire worthless.

Note 5—Related

Party Transactions

Founder Shares

On January 22, 2021, the

Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of the Company’s

Class B ordinary shares (the “Founder Shares”).

The Founder Shares included an aggregate of up to 1,125,000 shares

subject to forfeiture by the Sponsor to the extent that the underwriters’

over-allotment was not exercised in full or in part, so

that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion

of the Initial Public Offering (excluding the Private Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment

option in part, and 532,687 Founder Shares were subsequently forfeited by the Sponsor.

On January 22, 2021, the Sponsor

paid an aggregate of $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of the Company’s Class

B ordinary shares (the “Founder Shares”).

The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture

by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder

Shares would collectively represent 20 % of the Company’s issued and outstanding shares upon the completion of the Initial Public

Offering (excluding the Private Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment option in part, and

532,687 Founder Shares were subsequently forfeited by the Sponsor.

The Sponsor agreed, subject

to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after

the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the closing price of the Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business Combination,

or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar

transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for

cash, securities or other property.

Promissory Note —

Related Party

On January 22, 2021, the

Company entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to an aggregate principal

amount of $251,000 (the “Note”).

The Note was non-interest bearing and payable upon the completion of the Initial

Public Offering.

(A) one year after the

completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares

equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business Combination, or (y) the

date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that

results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or

other property.

Promissory Note — Related Party

On January 22, 2021, the Company

entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to an aggregate principal amount

of $ 251,000 (the “Note”).

The Note was non-interest bearing and payable upon the completion of the Initial Public Offering.

The Company borrowed approximately $ 149,000 under the Note and fully repaid the Note on March 25, 2021.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Related Party Loans

In order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest,

or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into private

or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into private

placement-equivalent units at a price of $ 10.00 per unit.

Such units would be identical to the Private Placement Units.

that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working

Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing,

the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an

agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed to pay the Sponsor $10,000

per month for office space, utilities, secretarial and administrative support services.

Upon completion of a Business Combination or its

liquidation, the Company will cease paying these monthly fees.

During the period from January 8, 2021 (inception) through March 31, 2021

the Company incurred $10,000 of such fees, reported as general and administrative expenses –

related party in the accompanying statement

of operations.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Note 6—Commitments and

Contingencies

Registration and Shareholder Rights

The holders of the Founder

Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion of the Working

Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial

Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the

Company acquired by them prior to the consummation of the Company’s initial Business Combination.

The holders of these securities

were entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders

have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of

a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the

Initial Public Offering price, less the underwriting discounts and commissions .

7, 2021, the underwriter exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds

of $23,692,510 (see Note 11).

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital

Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

30, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative

Services Agreement

Company entered into an agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed

to pay the Sponsor $ 10,000 per month for office space, utilities, secretarial and administrative support services.

Upon completion of

a Business Combination or its liquidation, the Company will cease paying these monthly fees.

During the three months ended June 30, 2021

and the period from January 8, 2021 (inception) through June 30, 2021 the Company incurred $ 30,000 and $ 40,000 of such fees, reported

as general and administrative expenses – related party in the accompanying condensed statements of operations, respectively.

6—Commitments and Contingencies

and Shareholder Rights

holders of the Founder Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion

of the Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon the effective

date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other

securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination.

of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the completion of a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions .

On April 7, 2021, the underwriter exercised the over-allotment option in part and purchased the

Over-Allotment Units, generating gross proceeds of $ 23,692,510 (see Note 11).

underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $6.0 million in the aggregate, paid upon the closing

of the Initial Public Offering.

In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $10.5 million in the

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that

the Company completes a Business Combination, subject to the terms of the underwriting agreement.

the over-allotment option was exercised in full, the underwriters would be entitled to an aggregate of $0.9 million in fees payable

upon closing and an additional deferred underwriting commission of approximately $1.6 million.

Note 7—Shareholders’

Preference Shares —

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share.

The Company’s board of directors

will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other

special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

The board of directors

will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting

power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

At March 31, 2021, there

were no preference shares issued or outstanding.

Ordinary Shares —

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of

$0.0001 per share.

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

2021, there were 3,706,065 Class A ordinary shares issued or outstanding, excluding 27,323,935

Class A ordinary shares subject to possible redemption.

Class B Ordinary

Shares —

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per

Holders of the Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2021, there were 8,625,000

Class B ordinary shares issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture to

the extent that the underwriters’

over-allotment option was not exercised in full or in part so that the number of Founder

Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private

Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment in part, and 532,687 Class B ordinary shares were subsequently

In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $10.5 million in

the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event

that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

the over-allotment option was exercised in full, the underwriters would be entitled to an aggregate of $ 0.9 million in fees payable upon

closing and an additional deferred underwriting commission of approximately $ 1.6 million.

7—Shareholders’ Equity

Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

The Company’s

board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,

optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could

adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

30, 2021, there were no preference shares issued or outstanding.

A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

At June 30, 2021, there

were 4,427,693 Class A ordinary shares issued or outstanding, excluding 28,971,558 Class A ordinary shares subject to possible redemption.

BYTE ACQUISITION CORP.

1 unchanged sentence

CONDENSED FINANCIAL STATEMENTS

Only holders of the Class B

ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary

shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the

Company’s shareholders except as otherwise required by law.

The Class B ordinary shares

will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination

on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities

are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion

of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion

(excluding the private placement shares underlying the private placement units and after giving effect to any redemptions of Class A

ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable

upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with

or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities

exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and

any private placement-equivalent units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

that such conversion of Founder Shares will never occur on a less than one-for-one basis.

8—Warrants

As of March 31, 2021, there were 15,000,000 and

515,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole

number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants

will become exercisable 30 days after the completion of a Business Combination.

The Public Warrants will expire five years from the

completion of a Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated

to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public

Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying

the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect

to registration.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise

of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be

exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company is registering

the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part

because the warrants will become exercisable 30 days after the completion of its initial business combination, which may be within one

year of this offering.

However, because the warrants will be exercisable until their expiration date of up to five years after the completion

of the Company’s initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act

following the consummation of the Company’s initial business combination, under the terms of the warrant agreement, the Company

agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of its initial business combination,

the Company will use its best efforts to file with the SEC a post-effective amendment to the registration statement of which this

prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares

issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business

days following its initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable

upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration

statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after

the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during

any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In addition, if the Class A ordinary shares are

at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered

security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants

who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and,

in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but

it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per

Holders of the Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2021, there were 8,625,000 Class

B ordinary shares issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture to the extent that

the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 20 %

of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares).

On April 7, 2021, the underwriter exercised its over-allotment in part, and 532,687 Class B ordinary shares were subsequently forfeited.

holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted

to a vote of the Company’s shareholders except as otherwise required by law.

Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion

of a Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked

securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon

conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such

conversion (excluding the private placement shares underlying the private placement units and after giving effect to any redemptions

of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or

issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection

with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities

exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any

private placement-equivalent units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that

such conversion of Founder Shares will never occur on a less than one-for-one basis.

of June 30, 2021, there were 16,184,626 and 515,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only

whole warrants will trade.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary

shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its

obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary

share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified

or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

BYTE ACQUISITION CORP.

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CONDENSED FINANCIAL STATEMENTS

Redemption of warrants when

the price per Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the

Company may call the outstanding warrants for redemption (except as described with respect to the Private Placement Warrants):

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, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).

If and when the warrants become

redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities

for sale under all applicable state securities laws.

Redemption of warrants when

the price per Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the

Company may redeem the outstanding warrants:

Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this

prospectus forms a part because the warrants will become exercisable 30 days after the completion of its initial business combination,

which may be within one year of this offering.

However, because the warrants will be exercisable until their expiration date of up to

five years after the completion of the Company’s initial business combination, in order to comply with the requirements of Section

10(a)(3) of the Securities Act following the consummation of the Company’s initial business combination, under the terms of the

warrant agreement, the Company agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of

its initial business combination, the Company will use its best efforts to file with the SEC a post-effective amendment to the registration

statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of

the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become

effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the Class

A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the

warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective

by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In addition, if the

Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy

the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require

holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a

registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

of warrants when the price per Class A ordinary share equals or exceeds $18.00:

the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the

Private Placement Warrants):

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’ prior written notice of redemption to each warrant holder;

and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending

three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

of warrants when the price per Class A ordinary share equals or exceeds $10.00:

the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $0.10 per Public Warrant;

upon not less than 30 days’

prior written notice of redemption to each warrant holder;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public

Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public

Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of ordinary

shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend,

extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants

will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company

be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination

Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with

respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account

with respect to such Public Warrants.

the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that

wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including

in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except

as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

2 unchanged sentences

CONDENSED FINANCIAL STATEMENTS

In addition, if (x) the

Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with

the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of

addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of

any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances

represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the

volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day

prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per

share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market

Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal

to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants

will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private

Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable,

assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the

Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial

purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon

exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by someone

other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and

exercisable by such holders on the same basis as the Public Warrants.

Note 9—Fair

Value Measurements

The following table presents

information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021

and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume

weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the

day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then

the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the

Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the

higher of the Market Value and the Newly Issued Price.

Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except

that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants

will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited

exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held

by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable

upon exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by

someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company

and exercisable by such holders on the same basis as the Public Warrants.

9—Fair Value Measurements

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account - Money market fund

2 unchanged sentences

Derivative warrant liabilities - Private placement warrants

The remainder of the balance

in Investments held in Trust Account, approximately $900,000, is comprised of cash equivalents.

Transfers to/from Levels 1, 2, and 3 are

recognized at the end of the reporting period.

There were no transfers between levels for the period from January 8, 2021 (inception)

through March 31, 2021.

Level 1 instruments include

investments in mutual funds invested in government securities.

The Company uses inputs such as actual trade data, benchmark yields, quoted

market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The estimated fair value of

the Public Warrants and Private Placement Warrants is measured at fair value using a Monte Carlo simulation, determined using Level 3

Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest

rate and dividend yield.

The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded

warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected

remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants was

transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded

in an active market.

The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level

2 measurement in May 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants

listed price.

initial estimated fair value of the warrants was measured using a Monte Carlo simulation.

The subsequent estimated fair value of the

Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants

continues to be measured using a Monte Carlo simulation.

For the three months ended June 30, 2021 and for the period from January 8,

2021 (inception) through June 30, 2021, the Company recognized a loss resulting from changes in the fair value of derivative warrant

liabilities of approximately $ 4.4 million and $ 4.7 million, respectively, which is presented in the accompanying condensed statements

of operations.

BYTE ACQUISITION CORP.

1 unchanged sentence

CONDENSED FINANCIAL STATEMENTS

The following table provides

quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

Exercise price

Risk-free rate

change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended March 31, 2021 is summarized as

change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended June 30, 2021 is summarized as

Derivative warrant liabilities at March 23, 2021 (inception)

2 unchanged sentences

Derivative warrant liabilities at March 31, 2021

Note 10—Restatement to Prior Period

Financial Statements

During the course of

preparing the quarterly report on Form 10-Q for the period from January 8, 2021 (inception) through March 31, 2021,

the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s

previously issued audited balance sheet dated March 23, 2021, filed on Form 8-K on March 29, 2021 (the “Post-IPO Balance

Sheet”).

On April 12, 2021,

the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement

on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC

Staff Statement”).

In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC

warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity.

issuance on March 23, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously

reported balance sheets.

After discussion and evaluation, including with the Company’s independent registered public accounting

firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent

fair value remeasurement.

The Warrants were reflected

as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s

application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”).

expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions

within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement.

The Company reassessed

its accounting for Warrants issued on March 23, 2021, in light of the SEC Staff’s published views.

Based on this reassessment,

management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes

in fair value reported in the Company Statement of Operations each reporting period.

The Company concluded

that the misstatement was material to the Post-IPO Balance Sheet.

The effect of the restatement to the Post-IPO Balance

Sheet is as follows:

As of March 23, 2021

As Previously

Balance Sheet

$ 303,847,702

Liabilities and shareholders’

Total current liabilities

Deferred underwriting commissions

Derivative warrant liabilities

Total liabilities

Class A ordinary shares, $0.0001 par value;

shares subject to possible redemption

(14,449,550 )

Shareholders’

Preference shares- $0.0001 par value

Class A ordinary shares - $0.0001 par value

Class B ordinary shares - $0.0001 par value

Additional paid-in-capital

Accumulated deficit

Total shareholders’

Total liabilities and shareholders’

$ 303,847,702

Issuance of Public Warrants;

over-allotment

Transfer of Public Warrants to Level 1

( 15,517,550 )

Note 11—Subsequent

April 7, 2021, the underwriter exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds

of $23,692,510, and 532,687 Founder Shares were subsequently forfeited by the Sponsor.

Management has evaluated subsequent events

to determine if events or transactions occurring through the date the financial statements were issued, require

potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition

or disclosure have been recognized or disclosed.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,”

“our,”

“us”

or “we”

refer to BYTE Acquisition Corp.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding

Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such

as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms or other similar expressions.

statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as

all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

are a blank check company incorporated on January 8, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities

(the “Business Combination”), that we have not yet identified.

While we may pursue an initial business combination target

in any business or industry, we intent to focus our search for targets in the Israeli technology industry, including those engaged in

cybersecurity, automotive technology, fintech, enterprise software, cloud computing, semiconductors, medical technology, AI and robotics

and that offer a differentiated technology platform and products.

Our sponsor is Byte Holdings LP, a Cayman Islands exempted limited

partnership (our “Sponsor”).

registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on March 17,

On March 23, 3021, we consummated its Initial Public Offering of 30,000,000 units (the “Units”

and, with respect to

the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating

gross proceeds of $300.0 million, and incurring offering costs of approximately $17.2 million, inclusive of approximately $10.5 million

in deferred underwriting commissions.

On April 7, 2021, the underwriter exercised the over-allotment

option in part and purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating additional gross proceeds

of $23,692,510

Simultaneously

with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 1,030,000 Units

(the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3

the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds

of the sale of the Units in the Initial Public Offering and certain of proceeds of the Private Placement were placed in a trust

account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States

“government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which

invest only in direct U.S.

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a Business

Combination and (ii) the distribution of the Trust Account to the shareholders.

we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 23, 2023,

we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than

10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution

expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, dissolve and liquidate,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable

Results of Operations

entire activity since inception through March 31, 2021 related to our formation, the preparation for the Initial Public Offering, and

since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

We have neither engaged

in any operations nor generated any revenues to date.

We will not generate any operating revenues until after completion of our initial

Business Combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents.

to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

the period from January 8, 2021 (inception) through March 31, 2021, we had net loss of approximately $1.2 million, which primarily

consisted of a noncash loss of approximately $295,000 resulting from changes in fair value of derivative liabilities, approximately

$163,000 general and administrative expenses and a non-operating expense of approximately $778,000 related to offering costs for

derivative liabilities, partially offset by income from investments held in the Trust Account of $721.

Liquidity and Capital

of March 31, 2021, we had approximately $1.6 million in our operating bank account, and working capital of approximately $2.6 million.

liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor

to cover certain expenses on our behalf in exchange for the issuance of the Founder Shares (as defined below), a loan under a note agreement

from our Sponsor of approximately $149,000 (the “Note”), and the net proceeds from the consummation of the Private Placement

not held in the Trust Account.

We fully repaid the Note on March 25, 2021.

In addition, in order to finance transaction costs in connection

with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated

to, provide us working capital loans.

To date, there were no amounts outstanding under any working capital loans.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate

of our Sponsor, or our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or one

year from this filing.

Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating

prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,

selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

continue to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of

the date of the balance sheet.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

liabilities, other than an administrative services agreement to pay our Sponsor $10,000 per month for office space, utilities, secretarial

and administrative support services provided to us.

Critical Accounting

management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,

which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation

of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues

and expenses and the disclosure of contingent assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our

estimates and judgments, including those related to fair value of financial instruments and accrued expenses.

We base our estimates on

historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the

results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

We have identified the following

as its critical accounting policies:

Derivative Liabilities

do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

We evaluate all of our financial

instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives

or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, “Derivatives and Hedging

Contracts in Entity’s Own Equity”

(“ASC 815-40”).

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 15,515,000 warrants

issued in connection with the Initial Public Offering and the Private Placement are recognized as derivative liabilities in accordance

with ASC 815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value

at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in

fair value is recognized in the Company’s statement of operations.

The estimated fair value of the warrants is measured at fair

value using a Monte Carlo simulation.

Class A common stock

subject to possible redemption

We account for our Class A ordinary shares subject to possible redemption

in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject

to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class

A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder

or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

all other times, Class A ordinary shares are classified as shareholders’

Our Class A ordinary shares feature certain redemption

rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, at March

31, 2021, 27,323,935 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

of the shareholders’

equity section of the our unaudited condensed balance sheet.

Net Income (Loss) Per Ordinary Share

income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during

We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase

up to an aggregate of 15,515,000 of the Company’s Class A ordinary shares in the calculation of the diluted income per share, since

their inclusion would be anti-dilutive under the treasury stock method.

Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for shares subject

to possible redemption in a manner similar to the two-class method of income (loss) per share.

Net income (loss) per ordinary share, basic

and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or

loss on investments held by the Trust Account, by the weighted average number of ordinary shares subject to possible redemption outstanding

since original issuance.

income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted

for income or loss on investments held in the Trust Account attributable to ordinary shares subject to possible redemption, by the weighted

average number of non-redeemable ordinary shares outstanding for the period.

Non-redeemable

common stock includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on investments held in the Trust Account based on non-redeemable shares’

proportionate

Recent Accounting

Pronouncements

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current U.S.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for

the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU

2020-06 on January 8, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations

or cash flows.

does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material

effect on the accompanying financial statement.

Off-Balance Sheet Arrangements

of March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We qualify as an “emerging growth company”

and under the JOBS Act are allowed

to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting

standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,”

we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until

we are no longer an “emerging growth company,”

whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

Transfer of Private Placement Warrants to Level 2

Derivative warrant liabilities at June 30, 2021

10—Subsequent Events

has evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date these unaudited

condensed financial statements were issued.

Based upon this review, except as noted above, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements