What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-31 compared with 2022-04-06 · 98 added, 76 removed, 121 unchanged (59% of the section changed)

12 unchanged sentences

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form

10-K 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-K.

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.

We are a blank check company

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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”).

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

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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.

a Business Combination by the Extended Date, 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

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as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

period from January 8, 2021 (inception) through December 31 , we had net income of approximately $5.0 million, which primarily consisted

of a noncash gain of approximately $6.9 million resulting from changes in fair value of derivative warrant liabilities and income from

investments held in the Trust Account of approximately $24,000, partially offset by approximately $845,000 of offering costs associated

with derivative warrant liabilities, and $1.0 million of general and administrative expenses, including $100,000 of general and administrative

expenses to related parties.

For the year ended December

31, 2022, we had net income of approximately $10.6 million, which primarily consisted of a noncash gain of approximately $7.5 million

resulting from changes in fair value of derivative warrant liabilities and income from investments held in the Trust Account of approximately

$4.5 million, partially offset by approximately $1.4 million of general and administrative expenses, including $120,000 of general and

administrative expenses to related parties.

For the period from January

8, 2021 (inception) through December 31, 2021, we had net income of approximately $5.0 million, which primarily consisted of a noncash

gain of approximately $6.9 million resulting from changes in fair value of derivative warrant liabilities and income from investments

held in the Trust Account of approximately $24,000, partially offset by approximately $845,000 of offering costs associated with derivative

warrant liabilities, and $1.0 million of general and administrative expenses, including $100,000 of general and administrative expenses

to related parties.

Liquidity and Going Concern

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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 FASB Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a 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 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 has concluded that the specific impact is not readily determinable as of the date of the balance sheet.

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

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 the Extended Date.

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

unable to continue as a going concern.

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.

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than, an agreement to pay Sagara Group, LLC

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

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purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as

embedded derivatives, pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and

Hedging” (“ASC 815”).

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

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

embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and

FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including

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

The warrants issued in connection

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fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation.

Class A ordinary shares

subject to possible redemption

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

Class A ordinary shares

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

Conditionally redeemable

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

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

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

The Company’s Public Shares feature

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

future events.

Accordingly, as of 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 our balance sheet.

with the closing of the Public Offering (including sale of the Over-Allotment Units), we recognized the accretion from initial book value

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

Net income per ordinary

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

Income and losses are shared

pro rata between the two classes of shares.

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

of ordinary shares outstanding for the respective period.

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

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

in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive

under the treasury stock method.

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

January 8, 2021 (inception) through December 31, 2021.

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

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

Class A ordinary shares subject to possible

We account for our Class A

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

Class A ordinary shares subject to mandatory

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

Conditionally redeemable Class A ordinary shares

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

upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

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

The Company’s Public Shares feature certain redemption

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

as of December 31, 2022 and 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 our balance sheet.

Effective with the closing

of the Public Offering (including sale of the Over-Allotment Units), we recognized the accretion from initial book value to redemption

amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net income per ordinary share

We have 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

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 warrants issued in connection with the Public Offering (including sale

of the Over-Allotment Units) and the Private Placement to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted

income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury

stock method.

As a result, diluted net income per share is the same as basic net income per share for the year ended December 31, 2022

and for the period from January 8, 2021 (inception) through December 31, 2021.

Accretion associated with the redeemable Class A ordinary

shares is excluded from net income per share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe

that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our

financial statements.

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial

Off-Balance Sheet Arrangements and Contractual

As of December 31, 2021, 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.

As of December 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.

The JOBS Act contains provisions

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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-K

Item 7. Management’s Discussion and Analysis