What changed in this filing

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Item 1. Financial Statements

2022-11-07 compared with 2022-08-12 · 355 added, 337 removed, 545 unchanged (56% of the section changed)

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CONDENSED BALANCE SHEETS

September 30, 2022

December 31, 2021

Current assets:

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Class A ordinary shares subject to possible redemption at $ 10.056 and $ 10.000 per share, $ 0.0001 par value;

32,369,251 shares issued and outstanding as of June 30, 2022 and December 31, 2021

32,369,251 shares issued and outstanding as of September 30, 2022 and December 31, 2021

Shareholders' Deficit:

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200,000,000 shares authorized;

1,030,000 shares issued and outstanding (excluding 32,369,251 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021

1,030,000 shares issued and outstanding (excluding 32,369,251 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

8,092,313 shares issued and outstanding as of June 30, 2022 and December 31, 2021

8,092,313 shares issued and outstanding as of September 30, 2022 and December 31, 2021

Additional paid-in capital

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CONDENSED STATEMENTS OF OPERATIONS

September 30,

General and administrative expenses

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Change in fair value of derivative warrant liabilities

( 4,361,590 )

( 4,656,440 )

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

Net income (loss)

$ ( 4,713,145 )

$ ( 5,947,861 )

Weighted average shares outstanding of Class A ordinary shares

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

Weighted average shares outstanding of Class B ordinary shares

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

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares

Basic and diluted net income per share, non-redeemable Class A ordinary shares and Class B ordinary shares

The accompanying notes are an integral part

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STATEMENTS OF CHANGE IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Ordinary Shares

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$ ( 12,753,139 )

Remeasurement of redemption value of Class A ordinary shares subject to redemption

Increase in redemption value of Class A ordinary shares subject to redemption

Balance - June 30, 2022

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$ ( 11,217,826 )

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND

FOR THE PERIOD FROM JANUARY 8, 2021

(INCEPTION) THROUGH JUNE 30, 2021

Increase in redemption value of Class A ordinary shares subject to redemption

( 1,445,136 )

Balance - September 30, 2022

$ ( 11,153,038 )

$ ( 11,152,126 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

AND FOR THE PERIOD FROM

JANUARY 8, 2021 (INCEPTION) THROUGH SEPTEMBER

Ordinary Shares

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$ ( 28,976,925 )

Balance - September 30, 2021

$ ( 19,178,607 )

$ ( 19,177,695 )

The accompanying notes are an integral part

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STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

Net income (loss)

$ ( 5,947,861 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

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

General and adminsitrative expenses paid by related party under promissory note

Adjustments to reconcile net income 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

Change in fair value of derivative warrant liabilities

( 7,685,810 )

( 5,363,330 )

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

( 1,899,910 )

Changes in operating assets and liabilities:

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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, 2022, the Company had not yet commenced

All activity for the period from January 8, 2021 (inception) through June 30, 2022 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.

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 September 30, 2022, the Company had not

yet commenced operations.

All activity for the period from January 8, 2021 (inception) through September 30, 2022 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

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

The Company’s sponsor is Byte Holdings LP,

a Cayman Islands exempted limited partnership (the “Sponsor”).

The Company’s sponsor is Byte Holdings

LP, a Cayman Islands exempted limited partnership (the “Sponsor”).

The registration statement for the Company’s Initial

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The underwriter was granted

a 45-day option from the date of the final prospectus relating to the Initial Public Offering 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 .

a 45-day option from the date of the final prospectus relating to the Initial Public Offering 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 .

Simultaneously with the closing of the Initial

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

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

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.

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NOTES 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 $ 10.012 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

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 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 $ 10.056 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

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

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,

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

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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

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.

$ 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

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than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor agreed (a) to waive its redemption

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(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

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

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

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,

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.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

The Sponsor agreed to waive its liquidation rights

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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”).

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.

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”).

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.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2 - Basis of Presentation and Summary

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statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and

regulations of the SEC.

Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from

these financial statements as they are not required for interim financial statements.

In the opinion of management, the unaudited condensed

financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the

balances and results for the periods presented.

Operating results for the three and six months ended June 30, 2022 are not necessarily

indicative of the results that may be expected through December 31, 2022.

dollars in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant

to the rules and regulations of the SEC.

Accordingly, certain disclosures included in the annual financial statements have been condensed

or omitted from these financial statements as they are not required for interim financial statements.

In the opinion of management, the

unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair

statement of the balances and results for the periods presented.

Operating results for the three and nine months ended September 30,

2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying unaudited condensed financial

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filed with the SEC on April 5, 2022, which contains the audited financial statements and notes thereto.

The financial information as of

December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2021, as filed with the SEC on April 6, 2022.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The financial information as

of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2021, as filed with the SEC on April 6, 2022.

Liquidity and Going Concern

As of June 30, 2022, the Company had approximately

As of September 30, 2022, the Company had approximately

$ 1.2 million in its operating bank account and working capital of approximately $ 1.2 million.

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if the Company is unable to continue as a going concern.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Risks and Uncertainties

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

The JOBS Act provides that an emerging

growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

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

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

This 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

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.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Use of Estimates

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from those estimates.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents

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

The Company had no cash equivalents as of June

The Company had no cash equivalents as of September

30, 2022 or December 31, 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.

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

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Depository Insurance Coverage of $ 250,000 , and investments held in Trust Account.

At June 30, 2022, the Company has not experienced losses

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

At September 30, 2022, 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 Instruments

The 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 sheets.

The 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 sheets.

Fair Value Measurements

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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.

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.

In some circumstances, the inputs used to measure

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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”).

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

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in accordance with ASC 815.

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 with the key inputs being directly or indirectly observable from the Public Warrants listed price.

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 with the key inputs being directly or indirectly observable from the Public Warrants listed price.

Offering Costs Associated with the Initial

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that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

as of June 30, 2022 and December 31, 2021, 32,369,251 Class A ordinary shares subject to possible redemption are presented at redemption

as of September 30, 2022 and December 31, 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 sheets.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 or December 31,

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.

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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December

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

deviation from its position.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) Per Ordinary Share

The Company is considered an exempted Cayman

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

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

The Company’s management does not expect that the

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

Net Income Per Ordinary Share

The 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.

per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective

The calculation of diluted net income (loss) per

ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 16,699,626

Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares.

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.

The calculation of diluted net income per ordinary

shares does not consider the effect of the Public Warrants and the Private Placement Warrants 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 (loss) per share is the same as basic net income

(loss) per share for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from January

8, 2021 (inception) through June 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.

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

share for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January

8, 2021 (inception) through September 30, 2021.

Remeasurement associated with the redeemable Class A ordinary shares is excluded from

net income per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares:

the Six Months

June 30, 2022

The Period From

January 8, 2021

(Inception) through

June 30, 2021

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss)

$ ( 4,131,006 )

$ ( 1,816,855 )

For The Three Months Ended

September 30, 2022

For The Three Months Ended

September 30, 2021

Class A non-redeemable and Class B

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 (loss) per ordinary share

the Three Months

June 30, 2022

the Three Months

June 30, 2021

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss)

$ ( 3,726,397 )

$ ( 986,748 )

Basic and diluted net income per ordinary share

For the Nine Months Ended

September 30, 2022

For The Period

From January 8, 2021 (Inception) through

September 30, 2021

Class A non-redeemable and Class B

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 (loss) per ordinary share

Basic and diluted net income per ordinary share

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

2 unchanged sentences

financial statements.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3 - Initial Public Offering

7 unchanged sentences

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 9).

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 9).

Note 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.

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

1 unchanged sentence

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.

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

4 unchanged sentences

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.

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.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor agreed, subject to limited exceptions,

2 unchanged sentences

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

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.

$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

4 unchanged sentences

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

13 unchanged sentences

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

As of June 30, 2022 and December 31,

As of September 30, 2022 and December

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

3 unchanged sentences

space, utilities, secretarial and administrative support services.

Upon completion of a Business Combination or its liquidation, the Company

will cease paying these monthly fees.

During the three months ended June 31, 2022 and 2021 the Company incurred $ 30,000 and $ 30,000 of

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

During the six months ended June 31, 2022 and the period from January 8, 2021 (inception) through June 30, 2021 the Company incurred $ 60,000

Upon completion of a Business Combination or its liquidation, the

Company will cease paying these monthly fees.

During the three months ended September 30, 2022 and 2021 the Company incurred $ 30,000

and $ 30,000 of such fees, reported as general and administrative expenses - related party in the accompanying condensed statements of

operations, respectively.

As of June 30, 2022 and December 31, 2021, there were $ 0 and $ 10,000 of such expenses unpaid in accounts payable

on the condensed balance sheets, respectively.

During the nine months ended September 30, 2022 and the period from January 8, 2021 (inception) through September

30, 2021 the Company incurred $ 90,000 and $ 70,000 of such fees, reported as general and administrative expenses - related party in the

accompanying condensed statements of operations, respectively.

As of September 30, 2022 and December 31, 2021, there were $ 0 and $ 10,000

of such expenses unpaid in accounts payable on the condensed balance sheets, respectively.

Note 6 - Commitments and Contingencies

3 unchanged sentences

to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring

the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior

to the consummation of the Company’s initial Business Combination.

The holders of these securities were entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them

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

The holders of these securities were entitled to make

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

In addition, the holders have certain “piggy-back”

1 unchanged sentence

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

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Underwriting Agreement

9 unchanged sentences

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

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 - Class A Ordinary Shares Subject to

2 unchanged sentences

redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

of June 30, 2022 and December 31, 2021, there were 32,369,251 Class A ordinary shares subject to possible redemption and classified outside

of permanent equity in the condensed balance sheets.

of September 30, 2022 and December 31, 2021, there were 32,369,251 Class A ordinary shares subject to possible redemption and classified

outside of permanent equity in the condensed balance sheets.

The Class A ordinary shares subject to possible

redemption reflected on the condensed balance sheets as of June 30, 2022 is reconciled on the following table:

redemption reflected on the condensed balance sheets as of September 30, 2022 is reconciled on the following table:

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

6 unchanged sentences

Remeasurement on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption, September30, 2022

$ 325,516,889

5 unchanged sentences

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

The board of directors will

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

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

At June 30, 2022 and December 31, 2021, there

were no preference shares issued or outstanding.

The board of directors

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

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

At September 30, 2022 and December

31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares - The Company

2 unchanged sentences

A ordinary shares are entitled to one vote for each share.

At June 30, 2022 and December 31, 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

At September 30, 2022 and December 31, 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).

3 unchanged sentences

are entitled to one vote for each share.

As of June 30, 2022 and December 31, 2021, there were 8,092,313 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’

As of September 30, 2022 and December 31, 2021, there were 8,092,313 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.

On April 7, 2021,

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

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Only holders of the Class B ordinary shares will

7 unchanged sentences

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

in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal,

in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (excluding the private placement

shares underlying the private placement units and after giving effect to any redemptions of Class A ordinary shares by public shareholders),

including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked

securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination,

excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,

or to be issued, to any seller in a Business Combination and any private placement-equivalent units issued to the Sponsor, officers or

directors upon conversion of Working Capital Loans;

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

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will

equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (excluding the private

placement shares underlying the private placement units and after giving effect to any redemptions of Class A ordinary shares by public

shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise

of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation

of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class

A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent units issued

to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will

never occur on a less than one-for-one basis.

Note 9 - Warrants

As of June 30, 2022 and December 31, 2021, the

Company had an aggregate of 16,699,626 warrants outstanding, comprised of 16,184,626 Public Warrants and 515,000 Private Placement Warrants.

As of September 30, 2022 and December 31, 2021,

the Company had an aggregate of 16,699,626 warrants outstanding, comprised of 16,184,626 Public Warrants and 515,000 Private Placement

Public Warrants may only be exercised for a whole

5 unchanged sentences

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

The Company will not be obligated to deliver any

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

unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective

and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class

A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of

the state of residence of the registered holder of the warrants.

The Company will not be obligated to deliver

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

unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then

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

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

the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities

laws of the state of residence of the registered holder of the warrants.

The Company is registering the Class A ordinary

11 unchanged sentences

If a registration statement covering the Class A ordinary

shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant

holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to

maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act or another exemption.

In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not

listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)

of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on

a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so,

the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register

or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00:

shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination,

warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have

failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section

3(a)(9) of the Securities Act or another exemption.

In addition, if the Class A ordinary shares are at the time of any exercise of a

warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

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

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects

to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Redemption of warrants when the price per

Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company

2 unchanged sentences

at a price of $0.01 per warrant;

● upon a minimum of 30 days’

prior written notice of redemption to each warrant holder;

● if, and only if, the closing

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

reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before

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

upon a minimum of 30 days’ prior written notice of redemption

to each warrant holder;

if, and only if, the closing price of the Class A ordinary shares equals

or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the

like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of

redemption to the warrant holders (the “Reference Value”).

If and when the warrants become redeemable by

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

under all applicable state securities laws.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00:

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

sale under all applicable state securities laws.

Redemption of warrants when the price per

Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company

1 unchanged sentence

in whole and not in part;

● at a price of $0.10 per Public

● upon not less than 30 days’

prior written notice of redemption to each warrant holder;

● if, and only if, the Reference

Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading

days before the Company sends the notice of redemption to the warrant holders;

● if the Reference Value is less

than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms

as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption,

as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on

a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon

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

or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted

for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the Public Warrants.

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

liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public

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

Public Warrants.

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;

if the Reference Value is less than $18.00 per share (as adjusted),

the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants,

as described above.

If the Company calls the Public Warrants for

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

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

The exercise price and number of ordinary shares issuable

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

dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not

be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required

to net cash settle the Public Warrants.

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

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

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

respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In addition, if (x) the Company issues additional

1 unchanged sentence

at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price

to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,

without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest

thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary

shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination

(such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the

nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger

price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its

affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance)

(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity

proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price

of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates

a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants

will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the

Newly Issued Price.

The Private Placement Warrants will be identical

10 unchanged sentences

The 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, 2022 and December 31, 2021

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December

31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

June 30, 2022

Quoted Prices

Significant Other

September 30, 2022

Observable Inputs

Significant Other

Unobservable Inputs

Investments held in Trust Account - Money market fund

2 unchanged sentences

Derivative warrant liabilities – Private placement warrants

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2021

Quoted Prices

in Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

5 unchanged sentences

at the beginning of the reporting period.

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

a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market.

The estimated fair

value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as the key inputs

The estimated fair value of the Public Warrants was transferred from a Level 3 measurement

to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market, and subsequently

transferred to a Level 2 measurement during the quarter ending September 30, 2022 due to low trading volume.

The estimated fair value

of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as the key inputs

to the valuation model became directly or indirectly observable from the Public Warrants listed price.

BYTE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

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, with level 2 inputs.

For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) resulting from

changes in the fair value of derivative warrant liabilities of approximately $ 1.8 million and ($ 4.4 million), which is presented in the

accompanying condensed statements of operations, respectively.

For the six months ended June 30, 2022 and for the period from January

8, 2021 (inception) through June 30, 2021, the Company recognized a gain/(loss) resulting from changes in the fair value of derivative

warrant liabilities of approximately $ 7.4 million and ($ 4.7 million), which is presented in the accompanying condensed statements of operations,

respectively.

For the three months ended September 30, 2022 and 2021, the Company recognized a gain/(loss) resulting

from changes in the fair value of derivative warrant liabilities of approximately $ 0.3 million and $ 10.0 million, which is presented

in the accompanying condensed statements of operations, respectively.

For the nine months ended September 30, 2022 and for the period

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

value of derivative warrant liabilities of approximately $ 7.7 million and $ 5.4 million, which is presented in the accompanying condensed

statements of operations, respectively.

The following table provides quantitative information

3 unchanged sentences

The change in the fair value of derivative liabilities,

measured using Level 3 inputs, for the period ended June 30, 2021 is summarized as follows:

measured using Level 3 inputs, for the period ended September 30, 2021 is summarized as follows:

Derivative warrant liabilities at March 23, 2021 (inception)

7 unchanged sentences

Transfer of Private Placement Warrants to Level 2

Derivative warrant liabilities at June 30, 2021

Derivative warrant liabilities at September 30, 2021

Note 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