What changed in this filing

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Item 1. Financial Statements

2021-11-18 compared with 2021-08-20 · 750 added, 554 removed, 258 unchanged (83% of the section changed)

Financial Statements.

BYTE ACQUISITION CORP.

CONDENSED BALANCE SHEET

JUNE 30, 2021 (Unaudited)

ACQUISITION CORP.

BALANCE SHEET

current assets

Prepaid expenses

Total current assets

Investments held in Trust Account

held in Trust Account

$ 326,273,208

Liabilities and Shareholders’ Equity

Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:

current liabilities

Accounts payable

Accrued expenses

Total current liabilities

Deferred underwriting commissions

Derivative warrant liabilities

Total liabilities

Commitments and Contingencies

Class A ordinary shares, $ 0.0001 par value;

28,971,558 shares subject to possible redemption at $ 10.00 per share

Shareholders’ Equity

underwriting commissions

warrant liabilities

and Contingencies

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

32,369,251 shares

Shareholders’

Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

5 unchanged sentences

8,092,313 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

paid-in capital

( 19,178,607 )

Total shareholders’ equity

Total Liabilities and Shareholders’ Equity

shareholders’ deficit

( 19,177,695 )

The accompanying

notes are an integral part of these unaudited condensed financial statements.

BYTE ACQUISITION CORP.

CONDENSED STATEMENTS

OF OPERATIONS

For the Three

For The Period From

(inception) through

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit:

$ 326,273,208

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

Three Months Ended

September 30, 2021

Period From January 8, 2021

(inception) through September 30, 2021

General and administrative expenses

2 unchanged sentences

Change in fair value of derivative warrant liabilities

( 4,361,590 )

( 4,656,440 )

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

$ ( 4,713,145 )

$ ( 5,947,861 )

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

Basic and diluted net income per share, Class A common stock subject to possible redemption

Weighted average shares outstanding of non-redeemable common stock, basic and diluted

Basic and diluted net loss per share, non-redeemable common stock

The accompanying notes

are an integral part of these unaudited condensed financial statements.

BYTE ACQUISITION CORP.

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)

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares

Basic and diluted net income per share, Class B ordinary shares

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP.

OF CHANGE IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM

8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Ordinary Shares

2 unchanged sentences

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

Shares subject to possible redemption

Sale of private placement units, less fair value of derivative warrant liabilities

Accretion of Class A ordinary shares subject to possible redemption amount

( 9,824,484 )

( 23,030,030 )

Balance - March 31, 2021

( 32,854,514 )

( 1,234,716 )

Balance - March 31, 2021 (unaudited), as restated

$ ( 24,264,746 )

$ ( 24,263,780 )

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 JUNE 30, 2021 (Unaudited)

Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital

( 4,713,145 )

Balance - June 30, 2021 (unaudited), as restated

$ ( 28,977,837 )

$ ( 28,976,925 )

Balance - September 30, 2021

$ ( 19,178,607 )

$ ( 19,177,695 )

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

ACQUISITION CORP.

OF CASH FLOWS

THE PERIOD FROM JANUARY 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Cash Flows from Operating Activities:

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

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

Adjustments to reconcile net income 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

Change in fair value of derivative warrant liabilities

( 5,363,330 )

Offering costs associated with derivative warrant liabilities

2 unchanged sentences

Prepaid expenses

Accounts payable

Accrued expenses

Net cash used in operating activities

( 1,487,060 )

Cash Flows from Investing Activities:

8 unchanged sentences

Offering costs paid

( 6,936,516 )

Net cash provided by financing activities

6 unchanged sentences

Deferred underwriting commissions

Initial value of Class A ordinary shares subject to possible redemption

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

The accompanying notes are an integral part

of these financial statements.

accompanying notes are an integral part of these unaudited 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

in any business or industry, it intends to focus its 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.

The Company is an early stage and emerging growth company and, as such,

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

As of June 30, 2021, the Company

had not yet commenced operations.

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.

The Company will not generate any operating revenues until after the completion

of a Business Combination, at the earliest.

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.

1 - Description of Organization and Business Operations

Acquisition Corp.

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

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 in any business or industry, it intends to focus its 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.

The Company is an early stage and emerging

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

of September 30, 2021, the Company had not yet commenced operations.

All activity for the period from January 8, 2021 (inception) through

September 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.

The Company will not

generate any operating revenues until after the completion of a Business Combination, at the earliest.

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.

has selected December 31 as its fiscal year end.

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

8 unchanged sentences

to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $ 10.00 per Unit.

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).

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 .

Simultaneously

2 unchanged sentences

$ 10.3 million (see Note 4).

Upon the closing of the Initial

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

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.

In addition, the Company transferred an excess amount of $900,000 into the Trust Account upon closing of the Initial

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

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

Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal

to at least 80 % of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the

Trust Account) at the time of the agreement to enter into a Business Combination.

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.

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

the closing of the Initial 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.

government 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:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the

Company’s shareholders, as described below.

In addition, the Company transferred an excess amount of $900,000 into the Trust Account

upon closing of the Initial Public Offering.

If the over-allotment was not exercised, such amount would be transferred back into the

Company’s operating bank account.

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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

completing a Business Combination.

The Company must complete its initial Business Combination with one or more target businesses that

together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the amount of any deferred

underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination.

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.

There is no assurance that the Company will be able to successfully

effect a Business Combination.

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

Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination

or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem their Public Shares for a pro

rata portion of the amount held in the Trust Account (at $ 10.00 per share), calculated as of two business days prior to the completion

of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to

the Company to pay its tax obligations.

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

Liabilities from Equity” (“ASC 480”).

If the Company seeks shareholder

approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving

a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold

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

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 Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (at $ 10.00 per share), calculated as of two

business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust

Account and not previously released to the Company to pay its tax obligations.

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 the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under

Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at

a general meeting of the Company.

If a shareholder vote is not required under applicable law or stock exchange listing requirements and

the Company does not decide to hold 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 a Business Combination.

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.

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.

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 .

In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead

may search for an alternate Business Combination.

Additionally, each Public Shareholder may elect to redeem its Public Shares, without

voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing,

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” (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

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

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 .

In such case, the Company would not proceed with the redemption of its Public Shares and the related

Business Combination, and instead may search for an alternate Business Combination.

Additionally, each Public Shareholder may elect to

redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding

the foregoing, 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”

(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

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.

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

of other applicable law.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor agreed to waive

its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination

within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares

will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the

Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust

Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts

will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the

Initial Public Offering price per Unit ($ 10.00 ).

The Sponsor agreed that it

will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company,

or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar

agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public

Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if

less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable.

This liability will not apply to

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”).

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

of any liability for such third-party claims.

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

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital

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.

Sponsor agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial

Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission

(see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period

and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

Sponsor agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of

(1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of

the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable.

This liability

will not apply to 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”).

Moreover, 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 of any liability for such third-party claims.

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 Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Capital Resources

of September 30, 2021, the Company had approximately $ 1.7 million in its operating bank account and working capital of approximately

$ 2.5 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.

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.

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.

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.

and Uncertainties

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.

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

Basis of Presentation

The accompanying unaudited

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

2 - Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

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

accounting principles (“U.S.

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

Accordingly, they do not include all of the

information and footnotes required by U.S.

In the opinion of management, all adjustments (consisting of normal accruals) considered

for a fair presentation have been included.

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

condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

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

Emerging Growth Company

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 .

Accordingly, they

do not include all of the information and footnotes required by U.S.

In the opinion of management, all adjustments (consisting

of normal accruals) considered for a fair presentation have been included.

Operating results for the three months ended September 30,

2021 and for the period from January 8, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that

may be expected for the year ending December 31, 2021.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto

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

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.

of Previously Reported Financial Statements

preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company

concluded it should restate its previously issued financial statements to classify all Public Shares in temporary equity.

In accordance

with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within

the control of the Company require shares subject to redemption to be classified outside of permanent equity.

The Company had previously

classified a portion of its Public Shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its

charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to

be less than $ 5,000,001 .

Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible

Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net

tangible assets.

In accordance with SEC Staff

Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior

Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and

has determined that the related impact was material to the previously filed financial statements that contained the error, reported in

the Company’s Form 8-K filed with the SEC on March 29, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form

10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”).

Therefore, the

Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and the Affected Quarterly Periods should

be restated to present all Public Shares as temporary equity and to recognize accretion from the initial book value to redemption value

at the time of its Initial Public Offering and the Over-Allotment.

As such, the Company is reporting these restatements to those periods

in this Quarterly Report.

The previously presented Post-IPO Balance Sheet and Affected Quarterly Periods should no longer be relied upon.

The impact of the restatement

to the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $ 26.4 million,

a decrease to additional paid-in capital of $ 5.9 million, an increase to the accumulated deficit of $ 20.5 million, and the reclassification

of 2,640,808 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption.

As of March 23, 2021

$ 303,847,702

Total liabilities

Class A ordinary shares subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in capital

( 5,881,028 )

Retained earnings (accumulated deficit)

( 20,526,891 )

( 21,409,042 )

Total shareholders’ equity (deficit)

$ ( 26,408,080 )

$ ( 21,408,076 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)

$ 303,847,702

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Use of Estimates

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.

Accordingly, the actual

results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term

investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents

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.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company

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

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

The impact of the restatement

on the financial statements for the Affected Quarterly Periods is presented below.

The table below presents the

effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance

sheet as of March 31, 2021:

As of March 31, 2021

$ 303,677,311

Total liabilities

Class A ordinary shares subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in capital

( 6,233,491 )

Retained earnings (accumulated deficit)

( 1,234,716 )

( 20,526,891 )

( 21,761,607 )

Total shareholders’ equity (deficit)

$ ( 26,760,650 )

$ ( 21,760,641 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)

$ 303,677,311

The table below presents the effect of the financial statement adjustments

related to the restatement discussed above of the Company’s previously reported 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 March 31, 2021

Cash Flows Used In Operating Activities

$ ( 1,181,799 )

Cash Flows Used In Investing Activities

$ ( 300,900,000 )

Cash Flows Provided By Financing Activities

$ 303,710,581

Supplemental Disclosure of Noncash Financing Activities:

Offering costs included in accounts payable

Offering costs included in accrued expenses

Offering costs paid by related party under promissory note

Deferred underwriting commissions in connection with the initial public offering

Initial value of Class A ordinary shares subject to possible redemption

$ 288,041,470

$ ( 288,041,470 )

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

$ ( 14,802,120 )

The table below presents the effect of the financial statement adjustments

related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021

$ 326,509,384

Total liabilities

Class A ordinary shares subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in capital

( 10,946,615 )

Retained earnings (accumulated deficit)

( 5,947,861 )

( 23,029,975 )

( 28,977,836 )

Total shareholders’ equity (deficit)

$ ( 33,976,930 )

$ ( 28,976,924 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)

$ 326,509,384

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The table below presents the effect of the financial statement adjustments

related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January

8, 2021 (inception) through June 30, 2021:

For the Period From January 8, 2021 (Inception) Through June 30, 2021

Cash Flows Used In Operating Activities

$ ( 1,393,953 )

Cash Flows Used In Investing Activities

$ ( 323,692,510 )

Cash Flows Provided By Financing Activities

$ 326,908,374

Supplemental Disclosure of Noncash Financing Activities:

Offering costs included in accrued expenses

Offering costs paid by related party under promissory note

Deferred underwriting commissions in connection with the initial public offering

Initial value of Class A ordinary shares subject to possible redemption

$ 288,041,470

$ ( 288,041,470 )

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

$ ( 1,674,110 )

In connection with the change

in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation

to allocate income and losses shared pro rata between the two classes of shares.

This presentation contemplates a Business Combination

as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for

the Affected Quarterly Periods:

table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s

previously reported statement of shareholders’ equity for the period from January 8, 2021 (inception) through June 30, 2021:

For the Three Months Ended June 30, 2021 and for the Period From January 8, 2021 (Inception) through June 30, 2021

Balance - January 8, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

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

( 285,550,450 )

Offering costs

( 16,401,375 )

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

Shares subject to possible redemption

( 273,239,350 )

Accretion of Class A ordinary shares subject to possible redemption amount

( 32,854,514 )

( 1,234,716 )

Balance - March 31, 2021 (Unaudited)

$ ( 19,303,072 )

Sale of shares in initial public offering, less allocation to derivative warrant liabilities, gross (Over-allotment)

( 285,550,450 )

Offering costs

( 1,235,587 )

Shares subject to possible redemption

( 16,476,230 )

$ ( 4,713,145 )

Balance - June 30, 2021 (Unaudited)

$ ( 19,985,729 )

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

EPS for Class A ordinary shares

Form 10-Q (March 31, 2021) - For the Period From January 8, 2021 (Inception) Through March 31, 2021

$ ( 1,234,716 )

Weighted average shares outstanding

( 25,386,667 )

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - three months ended June 30, 2021

$ ( 4,713,145 )

Weighted average shares outstanding

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - For the Period From January 8, 2021 (Inception) Through June 30, 2021

$ ( 5,947,861 )

Weighted average shares outstanding

( 10,240,907 )

Basic and diluted earnings per share

EPS for Class B ordinary shares

(non-redeemable)

Form 10-Q (March 31, 2021) - For the Period From January 8, 2021 (Inception) Through March 31, 2021

$ ( 1,234,716 )

Weighted average shares outstanding

( 1,687,587 )

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - three months ended June 30, 2021

$ ( 4,713,145 )

Weighted average shares outstanding

Basic and diluted earnings per share

Form 10-Q (June 30, 2021) - For the Period From January 8, 2021 (Inception) Through June 30, 2021

$ ( 5,947,861 )

Weighted average shares outstanding

( 4,542,964 )

Basic and diluted earnings per share

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 shareholder 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

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 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.

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

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 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.

the actual results could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents held outside the Trust Account as of September 30, 2021.

Held in Trust Account

Company’s portfolio of investments is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16)

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

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 of U.S.

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

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

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.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration

of Credit Risk

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.

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.

Value of Financial Instruments

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

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).

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 consist of:

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

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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

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

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

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.

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.

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.

Warrant 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 share 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 815”).

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.

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 a liability.

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 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

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

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.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Costs Associated with the Initial Public Offering

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

related to the Initial Public Offering.

Offering costs were allocated to the separable financial instruments issued in the Initial Public

Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant

liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations.

Offering costs

associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares subject to possible

redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions 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.

A Ordinary Shares Subject to Possible Redemption

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) 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 the Company’s control) are classified

as temporary equity.

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

The Company’s Public

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.

Accordingly, as of September 30, 2021, 32,369,251 Class A ordinary shares subject to possible redemption

are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed

balance sheet.

with the closing of the Initial Public Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from

initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated

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 September 30, 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.

The Company’s

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

Income Per Ordinary Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has

two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro

rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted

average of ordinary shares outstanding for the respective period.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) Per Ordinary Share

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

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

Earnings allocable to ordinary shares subject to possible redemption

Income from investments held in Trust Account

Company's portion available to be withdrawn to pay taxes

Net income attributable

Weighted average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Non-Redeemable Common Stock

Net Loss minus Net Earnings

$ ( 4,713,145 )

$ ( 5,947,861 )

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

Non-redeemable net loss

$ ( 4,713,145 )

$ ( 5,947,861 )

weighted average Non-redeemable ordinary shares

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares

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

Recent Accounting

Pronouncements

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.

calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the

Initial Public Offering (including sale of the Over-Allotment Units) and the Private Placement to purchase an aggregate of 16,699,626

ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their

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

As a result, diluted net income per share is the same as

basic net income per share for the three months ended September 30, 2021 and for the period from January 8, 2021 (inception) through

September 30, 2021.

Accretion associated with the redeemable Class A ordinary shares is excluded from net income per share as

the redemption value approximates fair value.

following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

Three Months Ended

September 30,

For The Period From

January 8, 2021

(inception) through

September 30,

Basic and diluted net income per ordinary share:

Allocation of net income

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

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

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

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 unaudited condensed financial statements.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3—Initial

Public Offering

3 - Initial Public Offering

March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $ 10.00 per Unit, generating gross proceeds

3 unchanged sentences

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

of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at a price of $ 10.00

per Private Placement Unit, generating total gross proceeds of $ 10.3 million.

The proceeds from the sale

of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company

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.

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.

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.

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

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4 - Private Placement

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at

a price of $ 10.00 per Private Placement Unit, generating total gross proceeds of $ 10.3 million.

proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust

If the Company 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.

5 - Related Party Transactions

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.

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.

Note - Related Party

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”).

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

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

Such units would be identical to the Private Placement Units.

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.

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”).

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

Such units would be identical to the

Private Placement Units.

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

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

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Administrative

4 unchanged sentences

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.

During the three months ended September

30, 2021 and the period from January 8, 2021 (inception) through September 30, 2021 the Company incurred $ 30,000 and $ 70,000 of such

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

6 - Commitments and Contingencies

10 unchanged sentences

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 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.

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 .

The underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the

Initial Public Offering and sale of Over-Allotment Units.

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

or $11.3 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.

7 - Class A Ordinary Shares Subject to Possible Redemption

Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and

subject to the occurrence of future events.

As of September 30, 2021, there were 32,369,251 Class A ordinary shares subject to possible

redemption and classified outside of permanent equity in the condensed balance sheet.

Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units

$ 323,692,510

Fair value of Public Warrants at issuance

( 15,217,550 )

Offering costs allocated to Class A ordinary shares subject to possible redemption

( 17,636,964 )

Accretion on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption

$ 323,692,510

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8 - Shareholders’ Equity

6 unchanged sentences

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

A 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.

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.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

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

At September 30, 2021, there were 1,030,000

Class A ordinary shares issued or outstanding, excluding 32,369,251 Class A ordinary shares subject to possible redemption, which have

been classified as temporary equity (see Note 7).

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

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.

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.

14 unchanged sentences

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.

of September 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.

10 unchanged sentences

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

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

26 unchanged sentences

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,

of $0.01 per warrant;

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

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

4 unchanged sentences

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;

● 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;

and not in part;

of $0.10 per Public Warrant;

less than 30 days’ prior written notice of redemption to each warrant holder;

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

12 unchanged sentences

Accordingly, the Public Warrants may expire worthless.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

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

20 unchanged sentences

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

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

such fair value.

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

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

7 unchanged sentences

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.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

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, with level 2 inputs.

For the three months ended September 30, 2021 and for the period

from January 8, 2021 (inception) through September 30, 2021, the Company recognized a gain resulting from changes in the fair value

of derivative warrant liabilities of approximately $ 10.0 million and $ 5.4 million, respectively, which is presented in the

accompanying condensed statements of operations.

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

1 unchanged sentence

Risk-free rate

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

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

Derivative warrant liabilities at March 23, 2021 (inception)

8 unchanged sentences

Derivative warrant liabilities at June 30, 2021

Derivative warrant liabilities at September 30, 2021

11 - Subsequent Events

4 unchanged sentences

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