What changed in this filing

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Item 1A. Risk Factors

2023-11-01 compared with 2023-08-14 · 102 added, 97 removed, 14 unchanged (93% of the section changed)

of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report

on Form 10-K filed with the SEC on March 31, 2023 other than the risk factors listed below.

Any of these factors could result in a significant

or material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or

that we currently deem immaterial may also impair our business or results of operations.

We may disclose changes to such risk factors

or disclose additional risk factors from time to time in our future filings with the SEC.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

As of the date of this Quarterly Report on Form

10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March

31, 2023 other than the risk factors listed below.

Any of these factors could result in a significant or material adverse effect on our

results of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may

also impair our business or results of operations.

We may disclose changes to such risk factors or disclose additional risk factors from

time to time in our future filings with the SEC.

If we are deemed to be an investment company

under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,

which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under

the Investment Company Act, our activities may be restricted, including:

o restrictions

2 unchanged sentences

on the issuance of securities,

of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome

requirements, including:

each of which may make it difficult for us to

complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

o registration

2 unchanged sentences

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC

issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating

the condensed financial statement requirements applicable to transactions involving shell companies;

the use of projections

by SPACs in SEC filings in connection with proposed business combination transactions;

the potential liability of certain participants

in proposed business combination transactions;

and the extent to which SPACs could become subject to regulation under the Investment

Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy

certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does

not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule.

above, we completed our initial public offering in March 23, 2021 and have operated as a blank check company searching for a target business

with which to consummate an initial business combination since such time (or approximately 29 months after the effective date of our

initial public offering, as of the date of this Quarterly Report).

If we were deemed to be an investment company for purposes of the

Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required

to liquidate the Company.

If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning

shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such

a transaction, and our warrants would expire worthless.

funds in the Trust Account were, since the Company’s initial public offering, held only in U.S.

With respect to the regulation of special purpose

acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules relating to, among other

items, disclosures in business combination transactions involving SPACs and private operating companies;

the condensed financial statement

requirements applicable to transactions involving shell companies;

the use of projections by SPACs in SEC filings in connection with proposed

business combination transactions;

the potential liability of certain participants in proposed business combination transactions;

the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide

SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset

composition, business purpose and activities.

There is currently uncertainty concerning the

applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination

within the proposed time frame set forth in the proposed safe harbor rule.

As indicated above, we completed our initial public offering

in March 23, 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business

combination since such time (or approximately 29 months after the effective date of our initial public offering, as of the date of this

Quarterly Report).

If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon

our efforts to complete an initial business combination and instead be required to liquidate the Company.

If we are required to liquidate

the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the

potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust Account were, since the

Company’s initial public offering, held only in U.S.

government treasury obligations with a maturity of 185 days or less or in money

market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment

However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including

under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February 10, 2023, the Company instructed Continental

Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury obligations

with a maturity of 185 days or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain

conditions under Rule 2a-7 under the Investment Company Act.

However, to mitigate the risk of the Company being deemed to have been operating

as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February

10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate

government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust

Account in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial business combination

or liquidation.

have identified a material weakness in our internal control over financial reporting as of March 31, 2023.

If we are unable to develop

and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial

results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and

operating results.

We have identified a material weakness in our internal

controls over financial reporting relating to our accounting for complex financial instruments and accruals.

A material weakness is a

deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility

or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit

account until the earlier of consummation of the Company’s initial business combination or liquidation.

We have identified a material weakness in

our internal control over financial reporting as of March 31, 2023.

If we are unable to develop and maintain an effective system of internal

control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely

affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material weakness in our

internal controls over financial reporting relating to our accounting for complex financial instruments and accruals.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely

internal controls are necessary for us to provide reliable financial reports and prevent fraud.

Measures to remediate material weaknesses

may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects.

unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report

our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our

business and operating results .

If we identify any new material weaknesses in the future, any such newly identified material

weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement

of our annual or interim financial statements.

In such case, we may be unable to maintain compliance with securities law requirements

regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence

in our financial reporting and adversely affect our business and operating results.

We cannot assure you that the measures we have taken

to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Company’s ability to complete an initial business combination with a U.S.

target company may be impacted if such initial business

combination is subject to U.S.

foreign investment regulations and review by a U.S.

government entity, such as the Committee on Foreign

Investment in the United States (“CFIUS”), and ultimately prohibited.

Sponsor, BYTE Holdings LP, is a Cayman Islands exempted limited partnership, and is likely to be considered a “foreign person”

under the regulations administered by CFIUS.

Effective internal controls are necessary for

us to provide reliable financial reports and prevent fraud.

Measures to remediate material weaknesses may be time-consuming and costly

and there is no assurance that such initiatives will ultimately have the intended effects.

If we are unable to develop and maintain an

effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely

manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results .

we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent

or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial

In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic

reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely

affect our business and operating results.

We cannot assure you that the measures we have taken to date, or any measures we may take in

the future, will be sufficient to avoid potential future material weaknesses.

The Company’s ability to complete

an initial business combination with a U.S.

target company may be impacted if such initial business combination is subject to U.S.

investment regulations and review by a U.S.

government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”),

and ultimately prohibited.

The Sponsor, BYTE Holdings LP, is a Cayman Islands

exempted limited partnership, and is likely to be considered a “foreign person” under the regulations administered by CFIUS.

As such, an initial business combination with a U.S.

business may be subject to CFIUS jurisdiction,

the scope of which includes controlling investments (within the meaning of “control” under the CFIUS regulations) as well

as certain non-passive, non-controlling investments in sensitive U.S.

business may be subject to CFIUS jurisdiction, the scope of which includes controlling

investments (within the meaning of “control” under the CFIUS regulations) as well as certain non-passive, non-controlling

investments in sensitive U.S.

businesses meeting certain criteria.

If the Company’s potential

initial business combination with a U.S.

business falls within CFIUS’s jurisdiction, the parties may determine that they are required

to make a mandatory filing or that they will submit a voluntary filing to CFIUS, or to proceed with the initial business combination

without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to delay

the initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination

or recommend that the U.S.

If the Company’s potential initial business combination with

business falls within CFIUS’s jurisdiction, the parties may determine that they are required to make a mandatory filing or

that they will submit a voluntary filing to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk

CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to delay the initial business combination,

impose conditions to mitigate national security concerns with respect to such initial business combination or recommend that the U.S.

president block the initial business combination or order the Company to divest all or a portion of a U.S.

business of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain initial business

combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders.

As a result, the pool of

potential targets with which the Company could complete an initial business combination may be impacted, and it may be adversely affected

in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

the process of government review, whether by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete its

initial business combination.

If the Company cannot complete its initial business combination by September 25, 2023, or such later date

that may be approved by the Company’s shareholders, because the review process extends beyond such timeframe or because the initial

business combination is ultimately prohibited by CFIUS or another U.S.

business of the combined company,

which may limit the attractiveness of or prevent the Company from pursuing certain initial business combination opportunities that it

believes would otherwise be beneficial to the Company and its shareholders.

As a result, the pool of potential targets with which the

Company could complete an initial business combination may be impacted, and it may be adversely affected in terms of competing with other

special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether

by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete its initial business combination.

If the Company

cannot complete its initial business combination by December 26, 2023, or March 25, 2024, if the Company, without shareholder approval, elects to further extend such deadline, or such later date that may be approved by the Company’s

shareholders, because the review process extends beyond such timeframe or because the initial business combination is ultimately prohibited

by CFIUS or another U.S.

government entity, the Company may be required to liquidate.

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 1A. Risk Factors