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Item 2. Management’s Discussion and Analysis

2022-08-12 compared with 2022-05-12 · 171 added, 151 removed, 2 unchanged (99% of the section changed)

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

to the “Company,” “our,” “us” or “we” refer to BYTE Acquisition Corp.

The following discussion

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

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

Certain information contained in the discussion and analysis

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

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking

statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and

unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements

to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”

“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”

“estimate,” “continue,” or the negative of such terms or other similar expressions.

Such statements include,

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

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

Factors that might cause or contribute to such a discrepancy include,

but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

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

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

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

While we may pursue an initial business combination target

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

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

and that offer a differentiated technology platform and products.

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

partnership (our “Sponsor”).

registration statement for our initial public offering was declared effective on March 17, 2021.

On March 23, 2021, we consummated its

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

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

offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions.

7, 2021, the underwriter exercised the over-allotment option in part and purchased an additional 2,369,251 Units (the “Over-Allotment

Units”), generating additional gross proceeds of $23,692,510 (such offering, including the exercise of the over-allotment, the

“Initial Public Offering”).

Simultaneously

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

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

$10.3 million.

the closing of the Initial Public Offering, sale of the Over-Allotment Units, and the Private Placement, $323.7 million ($10.00 per Unit)

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

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

United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity

of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act

which invest only in direct U.S.

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

(i) the completion of a

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

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

we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business

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

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

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

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

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

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

of Operations

entire activity since inception through March 31, 2022 related to our formation, the preparation for the Initial Public Offering, and

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

We have neither engaged

in any operations nor generated any revenues to date.

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

Business Combination.

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

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

as well as for due diligence expenses.

the three months ended March 31, 2022, we had net income of approximately $5.3 million, which primarily consisted of a noncash gain of

approximately $5.6 million resulting from changes in fair value of derivative warrant liabilities and income from investments held in

the Trust Account of approximately $31,000, partially offset by approximately $318,000 of general and administrative expenses, including

$30,000 of general and administrative expenses to related parties.

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

of a noncash loss of approximately $295,000 resulting from changes in fair value of derivative liabilities, approximately $163,000 general

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

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

and Going Concern

of March 31, 2022, we had cash of $1.5 million.

Until the consummation of the Public Offering, our only source of liquidity was an initial

purchase of ordinary shares and private placement units by the Sponsor and loans from our Sponsor.

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

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

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

not held in the Trust Account.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,” “our,”

“us” or “we” refer to BYTE Acquisition Corp.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto

contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking

statements by terminology such as “may,” “should,” “could,” “would,” “expect,”

“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of

such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange

Commission (“SEC”) filings.

We are a blank check company incorporated on January

8, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses or entities (the “Business Combination”), that

we have not yet identified.

While we may pursue an initial business combination target in any business or industry, we intent to focus

our search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech, enterprise

software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology platform and

Our sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (our “Sponsor”).

Our registration statement for our initial public

offering was declared effective on March 17, 2021.

On March 23, 2021, we consummated its Initial Public Offering of 30,000,000 units (the

“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”),

at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.2 million, inclusive

of approximately $10.5 million in deferred underwriting commissions.

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

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

$23,692,510 (such offering, including the exercise of the over-allotment, the “Initial Public Offering”).

Simultaneously with the closing of the Initial

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

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

Upon the closing of the Initial Public Offering,

sale of the Over-Allotment Units, and the Private Placement, $323.7 million ($10.00 per Unit) of the net proceeds of the sale of the Units

in the Initial Public Offering and certain of proceeds of the Private Placement were placed in a trust account (“Trust Account”)

with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations,

as determined by us, until the earlier of:

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

to the shareholders.

If we are unable to complete a Business Combination

within 24 months from the closing of the Initial Public Offering, or March 23, 2023, we will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

Results of Operations

Our entire activity since inception through June

30, 2022 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering,

the search for a prospective initial Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

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

We will generate non-operating

income in the form of interest income on cash and cash equivalents.

We expect to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had

net income of approximately $1.9 million, which primarily consisted of a noncash gain of approximately $1.8 million resulting from changes

in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately $424,000, partially

offset by approximately $288,000 of general and administrative expenses, including $30,000 of general and administrative expenses to related

For the three months ended June 30, 2021, we had

net loss of approximately $4.7 million, which primarily consisted of a noncash loss of approximately $4.4 million resulting from changes

in fair value of derivative liabilities, approximately $294,000 general and administrative expenses and a non-operating expense of approximately

$68,000 related to offering costs for derivative liabilities, partially offset by income from investments held in the Trust Account of

For the six months ended June 30, 2022, we had

net income of approximately $7.2 million, which primarily consisted of a noncash gain of approximately $7.4 million resulting from changes

in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately $455,000, partially

offset by approximately $637,000 of general and administrative expenses, including $60,000 of general and administrative expenses to related

For the period from January 8, 2021 (inception)

through June 30, 2021, we had net loss of approximately $5.9 million, which primarily consisted of a noncash loss of approximately $4.7

million resulting from changes in fair value of derivative liabilities, approximately $457,000 general and administrative expenses and

a non-operating expense of approximately $845,000 related to offering costs for derivative liabilities, partially offset by income from

investments held in the Trust Account of $11,000.

Liquidity and Going Concern

As of June 30, 2022, we had cash of $1.3 million.

Until the consummation of the Public Offering, our only source of liquidity was an initial purchase of ordinary shares and private placement

units by the Sponsor and loans from our Sponsor.

Our liquidity needs prior to the consummation

of the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on our behalf

in exchange for the issuance of the Founder Shares (as defined below), a loan under a note agreement from our Sponsor of approximately

$149,000 (the “Note”), and the net proceeds from the consummation of the Private Placement not held in the Trust Account.

We fully repaid the Note on March 25, 2021.

In addition, in order to finance transaction costs in connection

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

to, provide us working capital loans.

In addition, in order to finance transaction costs in connection with a Business Combination,

our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working

capital loans.

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

connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards

Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial

Statements – Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial

doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets

or liabilities should the Company be required to liquidate after March 23, 2023.

The unaudited condensed financial statements do not

include any adjustment that might be necessary if the Company is unable to continue as a going concern.

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

the date of the balance sheet.

The unaudited condensed financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than, an agreement

to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial, and administrative and support services.

began incurring these fees on March 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of the

Business Combination and our liquidation.

underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,329,238 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 we complete a Business Combination, subject to

the terms of the underwriting agreement.

Accounting Policies

preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

summary of our significant accounting policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this

Quarterly Report.

Certain of our accounting policies are considered critical, as these policies are the most important to the depiction

of our financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects

of matters that are inherently uncertain.

Such policies are summarized in the Management’s Discussion and Analysis of Financial

Condition and Results of Operations section in our 2021 Annual Report on Form 10-K filed with the SEC on April 6, 2022.

There have been

no significant changes in the application of our critical accounting policies during the three months ended March 31, 2022.

Accounting Standards

Note 2 to the unaudited condensed financial statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent

accounting pronouncements.

Sheet Arrangements and Contractual Obligations

of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not

have any commitments or contractual obligations.

JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements

based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting

standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such

standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that

comply with new or revised accounting pronouncements as of public company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required

of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement

that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public

Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

In connection with the Company’s assessment

of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards

Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined

that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a

going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after March 23, 2023.

The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company

is unable to continue as a going concern.

We continue to evaluate the impact of the COVID-19

pandemic and have concluded that the specific impact is not readily determinable as of the date of the balance sheet.

The unaudited condensed

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

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than, an agreement to pay the Sponsor a monthly fee of $10,000

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

We began incurring these fees on March 23, 2021

and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriters are entitled to a deferred fee

of $0.35 per Unit, or $11,329,238 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 we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates

and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

A summary of our significant accounting

policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this Quarterly Report.

Certain of our accounting

policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant,

difficult or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain.

policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in

our 2021 Annual Report on Form 10-K filed with the SEC on April 6, 2022.

There have been no significant changes in the application of

our critical accounting policies during the six months ended June 30, 2022.

Recent Accounting Standards

See Note 2 to the unaudited condensed financial

statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements and Contractual

As of June 30, 2022, we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

The JOBS Act contains provisions that, among other

things, relax certain reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and

under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly

traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with

new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as

of public company effective dates.

Additionally, we are in the process of evaluating

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among

other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to

Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public

companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by

the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until

we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis