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Item 1. Business

2024-04-01 compared with 2023-03-31 · 152 added, 857 removed, 0 unchanged (100% of the section changed)

We are a blank check company

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

reorganization or similar business combination with one or more businesses or entities, which we refer to herein as our “initial

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

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

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

Our international management

team is comprised of accomplished technology, finance, investment and merchant banking professionals with strong ties to the Israeli technology

Israel is one of the fastest-growing innovation and technology hubs in the world and has earned the moniker of “Start-up

Nation” as a result of having the largest number of startups per capita in the world.

Moreover, Israel is becoming a “Scale-up

Nation” with a number of Unicorns growing rapidly.

Although we may pursue an initial business combination opportunity in any industry,

sector or geography, we intend to leverage our intimate knowledge and network and focus on these innovative, high-growth Israeli technology

companies seeking access to the capital markets.

On March 23, 2021, we consummated

our initial public offering of 30,000,000 units (the “Units”).

Each Unit consists of one Class A ordinary share of the Company,

par value $0.0001 per share (“Class A ordinary shares”), and one-half of one redeemable warrant of the Company (“Warrant”),

with each whole Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.

The underwriter was granted

a 45-day option from the date of the final prospectus relating to the 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 (such offering, including the exercise

of the over-allotment, the “IPO” or “Public Offering”).

On January 22, 2021, pursuant

to an agreement by and between the Company and Byte Holdings LP (the “Sponsor”), our Sponsor purchased 8,625,000 Class B ordinary

shares (the “founder shares”) for $25,000.

Prior thereto, the company had no assets, tangible or intangible.

The number of

founder shares outstanding was determined based on the expectation that the founder shares would represent 20% of the outstanding shares

after the IPO.

Simultaneously with the closing

of the IPO, pursuant to a private placement units purchase agreement (the “Private Placement Units Purchase Agreement”), the

Company completed the private sale of an aggregate of 1,030,000 private placement units to the Sponsor at a purchase price of $10.00 per

private placement unit, generating gross proceeds to the Company of $10,300,000 (the “Private Placement”).

The private placement

units are identical to the Units sold in the IPO, except that the private placement warrants underlying the private placement units, so

long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class

A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by

the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless

basis, and (iv) will be entitled to registration rights.

No underwriting discounts or commissions were paid with respect to such sales.

The Private Placement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,

A total of $323,692,510, comprised

of $317,218,660 of the proceeds from the IPO and sale of the Over-Allotment Units (which amount included $11,329,238 of the underwriters’

deferred discount) and $6,473,850 of the proceeds of sales of the private placement units to the Sponsor, including the Private Placement,

was placed in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A.

maintained by Continental Stock Transfer & Trust Company,

acting as trustee.

Except with respect to interest earned on the funds held in the trust account that may be released to the Company to

pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion

of the Company’s initial business combination, (ii) the redemption of any Class A ordinary shares included in the Units sold in

the IPO and sale of the Over-Allotment Units (“public shares”) properly tendered in connection with a shareholder vote to

amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to modify the substance

or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100%

of the public shares if the Company does not complete its initial business combination by the Extended Date (as defined below) or with

respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (iii)

the redemption of the public shares if the Company is unable to complete an initial business combination by the Extended Date, subject

to applicable law.

After the payment of underwriting

discounts and commissions (excluding the deferred portion of $11,329,238 in underwriting discounts and commissions, which amount will

be payable upon consummation of our initial business combination if consummated) and approximately $0.7 million in expenses relating to

the Public Offering, approximately $1.8 million of the net proceeds of the Public Offering and Private Placement was not deposited into

the Trust Account and was retained by us for working capital purposes.

The net proceeds deposited into the Trust Account remain on deposit

in the Trust Account earning interest.

As of December 31, 2022 there was $323,716,979 in investments held in the Trust Account and $1,054,581

of cash held outside the Trust Account available for working capital purposes.

As of December 31, 2022, none of the funds had been withdrawn

from the Trust Account to fund the Company’s working capital expenses.

The Company had until March

23, 2023 to consummate an initial business combination.

On March 16, 2023, the Company held an extraordinary general meeting of shareholders

In this meeting the shareholders approved amendments to the Company’s Articles to extend the date by which

the Company must complete an initial business combination from March 23, 2023 to September 25, 2023 (the “Extension” and such

date, the “Extended Date”).

In connection with the EGM, shareholders holding an aggregate of 30,006,034 shares of the Company’s

Class A Ordinary Shares exercised their right to redeem their shares for $10.20 per share of the funds held in the Company’s trust

account, leaving approximately $24.1 million in the trust account after such redemption.

Non-Redemption Agreements

On March 8, 2023, the Company

entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of its existing shareholders

(the “Non-Redeeming Shareholders”) holding Class A Ordinary Shares of the Company.

Pursuant to the Non-Redemption Agreements,

each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held by them on the date of the Non-Redemption

Agreements (the “Shares”) in connection with the vote to amend the Company’s Articles to extend the date by which the

Company has to consummate an initial business combination from March 23, 2023 to September 25, 2023 and (b) vote their Shares in favor

of the Extension presented by the Company for approval by its shareholders.

In connection with the foregoing, the Company agreed to pay

to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended Date.

Letter of Intent

On March 10, 2023, the Company

issued a press release announcing that it has entered into a non-binding letter of intent (“LOI”) for a business combination

with Airship AI Holdings, Inc.

(“Airship AI”).

Airship AI, a robust AI-driven edge video, sensor and data management platform

for government agencies and enterprises that gathers unstructured data from surveillance cameras and sensors, applies artificial intelligence

(“AI”) analytics, and provides visualization tools to improve decision making in mission critical environments.

terms of the LOI, the Company and Airship AI would become a combined entity, with Airship AI’s existing equity holders rolling 100%

of their equity into the combined public company.

The proposed transaction values Airship AI at an enterprise value of $290 million.

Company expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed.

Our Management Team

Our team is comprised

of Israeli technology leaders and entrepreneurs, as well as finance, investment and merchant banking executives with multi-national operational

and transactional experience drawn from top global institutions including Microsoft, Sony, Texas Instruments, Jerusalem Venture Partners,

Societe Generale, Bank of America Corporation, Nomura and BNY Mellon.

Furthermore, the members of our Board have a variety of experience

and expertise in growing and operating technology companies, as well as experience as investors and entrepreneurs.

We have completed over

50 initial public offerings, mergers and acquisitions and financing transactions amounting to billions of dollars in aggregate deal value.

Our management team also has extensive experience in operating public and private companies, serving on both public and private company

boards of directors, including leading technology companies and financial institutions.

As a result, we have strong knowledge and experience

in financial, legal and regulatory matters, initial public offerings and private equity and venture capital.

We capitalize on the significant

contacts and experience of our management team and Board, including Kobi Rozengarten, our Executive Chairman, Samuel Gloor, our Chief

Executive Officer, Chief Financial Officer and director, Vadim Komissarov, a director, Oded Melamed, a director, and Louis Lebedin, a

director, to identify, evaluate and acquire a target business.

We believe that our position

in the Israeli tech ecosystem, as well as our broad networks of contacts and relationships provides us with an important source of potential

initial business combination targets.

In addition, we believe that target business candidates may be brought to our attention from various

unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting

firms and large business enterprises.

Kobi Rozengarten, our Executive

Chairman, has over 35 years of experience in investment and management positions in the multinational and Israeli technology sector, with

a focus on the fields of semiconductors, cloud computing, and enterprise software.

Rozengarten has been the Chief Executive Officer

of Rozengarten Management Ltd.

since December 2008.

Rozengarten has experience as a sponsor of various SPACs since 2019.

As an entrepreneur,

venture capitalist and board member, Mr.

Rozengarten has led 12 start-ups with a total exit value of over $2.5 billion.

served from 2007 to 2019 as a General Partner and then as Managing Partner in Jerusalem Venture Partners, a leading Israeli venture capital

firm with $1.5 billion assets under management.

In this capacity, Mr.

Rozengarten led or co-led more than 25 deals and was instrumental

in leading many of Jerusalem Venture Partners’s exits including the sale of Altair Semiconductor to Sony, CyOptics, Inc.

XtremIO to EMC and Dune Network to Broadcom Inc.

From 1997 to 2007, Mr.

Rozengarten served as a COO and President of Saifun Semiconductors

Ltd., a leading provider of IP solutions for the non-volatile (Flash) memory market, and was responsible for the formulation and execution

of the company’s business strategy and co-led its IPO on Nasdaq, raising $270 million at a valuation of $1 billion.

Rozengarten held multiple positions, as VP of Operation and VP of Business Development with K&S, a US based leading supplier

of equipment for the semiconductor industry, and was the Managing Director of Micro-Swiss, K&S’s subsidiary in Israel.

began his career in 1983 as a programmer and Financial Controller at Elbit Systems Ltd., an Israel-based international defense electronics

Rozengarten serves as a member of the Board of Governors of Technion.

He holds B.Sc.

degrees in Industrial and

Management Engineering from Technion and participated in an Executive MBA program at Stanford University.

Samuel Gloor has been our Chief

Financial Officer since January 2021 and our Chief Executive Officer since November 2022.

Gloor is an experienced investment banker

that has transacted in the TMT, consumer, healthcare, industrial, oil & gas and specialty finance verticals.

Since November 2020,

Gloor has been the Founder and Managing Member of Sagara Group, LLC, where he specializes in strategic consulting and business services

for growth-stage companies, alternative asset managers and others.

From October 2018 to August 2020, Mr.

Gloor was a member of the Financial

Institutions Group at Nomura specializing in SPAC and Specialty Finance investment banking.

From November 2014 to September 2018, Mr.

Gloor was a member of the Advisory & Financing Group at Societe Generale Corporate & Investment Banking, where he provided event-driven

bridge and term lending and capital structure advisory services to blue-chip corporate clients and completed several prominent financing

transactions supporting M&A and corporate actions.

Gloor received an M.Sc.

in Accounting and Finance from the London School of

Economics and Political Science in London, United Kingdom and a BBA from the Norwegian Business School in Oslo, Norway.

Vadim Komissarov, one of our

directors, is a seasoned investment and merchant banker with over 20 years of international experience in technology and telecommunications,

including advising companies in large investments in the high-tech telecom industry.

Komissarov has been a Director and Chief Financial

Officer of Trident Acquisitions Corp since April 2016, the Chief Executive Officer of Trident Acquisitions Corp since November 2020, and

since May 2015, has been the Chief Executive Officer of VK Consulting.

From April 2019 to November 2020, Mr.

Komissarov was a Founder

and Director of Netfin, which merged and completed a $250 million business combination with Triterras in November 2020.

From 2014 through

Komissarov represented The UMW Holdings Berhad as an Investment Advisor.

From 1999 to 2014, Mr.

Komissarov held senior level

management positions with Russian investment banks such as Troika Dialog and Vnesheconombank.

In his role as Executive Director of Globex

Capital and Chairman of Vnesheconombank Capital Americas, Mr.

Komissarov was responsible for its worldwide corporate finance practice

from September 2009 to March 2014.

Komissarov started his investment banking career in 1998 in New York working for international

banks, including Merrill and BNY Mellon, handling private equity transactions and alternative dispute resolution programs for Eastern

European clients.

Komissarov holds an MBA degree from New York University’s Stern School of Business.

Oded Melamed, one of our directors,

is an entrepreneur with over 30 years of experience in management positions in the Israeli high-tech sector.

Melamed is currently

the Chief Executive Officer of Kiralis Technologies Ltd., a company enabling the development of safer drugs by providing affordable and

timely access to pure enantiomers.

From 2005 to 2019, Mr.

Melamed was the founder and Chief Executive Officer of Altair Semiconductor,

a leading semiconductor company in the cellular IoT space.

The company was acquired by Sony in 2016 for $212 million.

Prior to founding

Altair Semiconductor, Mr.

Melamed was Director of Cable Modem Communications at Texas Instruments from 1999 to 2005.

In this role, he

managed Altair Semiconductor after its acquisition by Texas Instruments, and played a key role in transitioning the business into profitability.

From 1997 to 1999, Mr.

Melamed was product line manager at Libit Signal Processing Ltd., an Israeli fabless semiconductor start-up company

that developed CATV modems.

Libit Signal Processing Ltd.

was acquired by Texas Instruments in 1999 for $365 million.

From 1995 to 1997,

Melamed was with Motorola Solutions, Inc., and was involved in the development and deployment of the first CDMA cellular system in

From 1989 to 1995, Mr.

Melamed was an officer in the Israel Defense Force, Intelligence Corps.

He holds B.Sc.

in Electrical Engineering, Cum Laude, from Tel-Aviv University, and an EMBA degree from Kellogg-Recanati International Executive MBA program,

Northwestern University/Tel-Aviv University.

Louis Lebedin, one of our

directors, has over 25 years of banking experience with a proven track record of building and leading a world class business.

Lebedin served as an advisor to Unio Capital LLC, an asset management firm, responsible for product development.

Lebedin was global head of JP Morgan’s prime brokerage business, a leading provider of clearing and financing services

for equity and fixed income hedge funds.

He was responsible for defining and executing the strategy for the business, to expand its market

share while continuing to meet the evolving needs of its hedge fund clients.

From 2008 to 2012, Mr.

Lebedin served on JP Morgan Clearing

Corp.’s Operations Committee and the Equities Division’s Executive Committee.

From 2001 to 2005, Mr.

Lebedin was the chief

operating officer and chief financial officer of Bear Stearns’s Global Clearing Services division.

Lebedin joined the Clearance

Division in 1988 assuming the role of controller before being promoted to chief financial officer in 1996.

From 1980 to 1987, he worked

at Coopers & Lybrand, rising to the level of audit manager specializing in financial services.

Lebedin holds a B.S.

in accounting

from Syracuse University, and he earned his CPA license in 1982.

With respect to the above,

past experience or performance of our management team and the businesses with which they have been associated is not a guarantee of either

(i) our ability to successfully identify and consummate a business combination or (ii) success with respect to any business combination

that we may consummate.

You should not rely on the historical record of our management team or the businesses with which they have been

associated as indicative of our future performance.

Business Strategy

We believe that the wide network

of our management team delivers access to a broad spectrum of business combination opportunities across the technology sector and specifically

those that are located in Israel.

The concept of special purpose acquisition companies is relatively new to Israeli companies and thought

Our intimate knowledge and connections within this market will help us identify targets that can best utilize the tools as well

as the operational and financial expertise within our management team, and eventually act as a pathway to the public market for best-in-class private

We intend to target technology

companies that we consider to have strong management teams, robust growth prospects and that provide a differentiated product or service.

Opportunities range from high-growth, disruptive technologies to more mature, high-margin, stable businesses with established market presence

and leadership position.

Because we believe that certain

domains present particularly strong growth opportunities, we intend to focus primarily on the following technology sectors:

Cybersecurity

Enterprise software and SaaS

Automotive technology, including autonomous driving and EV

Semiconductor

Medical Technology

Cloud computing

While we see opportunities

in the above market segments, we do not limit our search to only those segments of the tech ecosystem, but target a wide variety of companies

that deliver a unique technology solution, disruptive product or service instead.

We believe that our extensive experience and demonstrated

success in both investing and operating businesses in this industry has culminated in a unique set of capabilities, such as:

Management and operating expertise :

Our management team has extensive experience in the tech industry and contacts that will enhance our ability to identify appropriate business combination candidates.

The members of our management team have managed public and private companies, served as board members in public and private companies, have the experience managing large-scale operations, and can bring significant value, both operationally and strategically to target companies.

Status as a public company :

Many venture capital, entrepreneur or private equity-owned companies lack the public market currency needed to grow and take the next step in its evolution.

We believe that our company provides a solution that will enable accelerated growth of the target.

Our vast experience growing companies, as well as taking companies public, will bring significant value to the target company.

Business Combination Criteria

We have identified the following

general criteria and guidelines that we believe are important in evaluating prospective target companies.

We use these criteria and guidelines

in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target

company that does not meet these criteria and guidelines.

High Growth and Large Addressable Markets .

We intend to seek out opportunities in large markets and fast-growing technology segments.

Companies with Strong Market Position .

We intend to pursue an initial business combination with companies that have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors.

Companies with

Competitive Technological Edge .

We intend to pursue an initial business combination with companies that have developed or

have access to technologies that give them a competitive advantage, are utilizing or are able to utilize such technologies to expand

their customer base, increase market share and outperform their peers through innovation, which we believe can drive improved

financial performance.

Companies with a

Strong Management Team .

We will select companies with a strong management team that is passionate about their business, have

the capability as well as the expertise to grow their business, capable of defining their long-term strategy, excel in

execution, and have the expertise to develop great products and services.

Companies with

Revenue and Earnings Growth Potential .

We intend to pursue an initial business combination with companies that have

multiple, diverse potential drivers of revenue and earnings growth.

Companies that Can

Benefit from Access to Capital .

We intend to pursue an initial business combination with fundamentally sound companies that

display unrecognized value, a need for capital to achieve the company’s growth strategy by utilizing access to capital through

an initial business combination with us and access to broader capital markets by being a publicly traded company.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

that we decide to enter into a business combination with a target company that does not meet the above criteria and guidelines, we will

disclose that the target company does not meet the above named criteria in our shareholder communications related to our initial business

combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable,

that we would file with the SEC.

In evaluating a prospective target company, we expect to conduct a due diligence review which may encompass,

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections

of facilities, as well as reviewing financial and other information which will be made available to us.

Initial Business Combination

Nasdaq rules require that

we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held

in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at

the time of our signing a definitive agreement in connection with our initial business combination.

We refer to this as the 80% of fair

market value test.

Our Board will make the determination as to the fair market value of our initial business combination.

is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial

advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting

firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our Board will not be able to make an independent

determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced

with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets

or prospects.

We anticipate structuring

our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior

to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed

to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of

new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest

in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial

business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s

80% of fair market value test.

If the business combination involves more than one target business, the 80% of fair market value test will

be based on the aggregate value of all of the transactions.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the

business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.

In the event we

seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee

of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent

accounting firm that such an initial business combination is fair to our company from a financial point of view.

Members of our management

team and our independent directors directly or indirectly own founder shares and/or private placement units and, accordingly, may have

a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial

business combination.

Further, each of our officers

and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation

of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant

to which such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if

any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she

has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our Articles provide

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete

on a reasonable basis.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will

materially affect our ability to complete our initial business combination.

In addition, our sponsor and

our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business

or investment ventures during the period in which we are seeking an initial business combination.

Any such companies, businesses or investments

may present additional conflicts of interest in pursuing an initial business combination.

However, we do not believe that any such potential

conflicts would materially affect our ability to complete our initial business combination.

We have previously filed a

Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act

of 1934, as amended, or the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent

to the consummation of our initial business combination.

Status as a Public Company

We believe our structure makes

us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other business combination with us.

In a business combination transaction

with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class

A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor

the consideration to the specific needs of the sellers.

We believe target businesses will find this method a more expeditious and cost

effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes

a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market

and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show

efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed

business combination is completed, the target business will have effectively become public, whereas an initial public offering is always

subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent

the offering from occurring or could have negative valuation consequences.

Following an initial business combination, we believe the target

business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’

interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our

structure and our management team’s backgrounds make us an attractive business partner, some potential target businesses may view

our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed

initial business combination, negatively.

We are an “emerging

growth company,” as defined in the JOBS Act.

We will remain an emerging growth company until the earlier of (1) the last day of

the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at

least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary

shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than

$1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds

$250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market

value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th.

Financial Position

With funds available for a

business combination in the amount of $24.1 million (assuming no further redemptions), we offer a target business a variety of options,

such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening

its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or

equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us

to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure

third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged

in, and we will not engage in, any operations for an indefinite period of time following the IPO.

We intend to effectuate our initial

business combination using cash from the proceeds of the IPO and the private placement of the private placement units, the proceeds of

the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements

we may enter into following the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank

or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We may seek to complete our

initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,

which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination

is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration

in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance

of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business

combination, to fund the purchase of other companies, or for working capital.

While we may pursue an initial

business combination target in any industry, we intend to focus our search on companies with advanced and highly differentiated solutions

for the technology sector.

Accordingly, there is no current basis for investors in the IPO to evaluate the possible merits or risks of

the target business with which we may ultimately complete our initial business combination.

Although our management will assess the risks

inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying

all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do

nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional

funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and

we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds

of the IPO and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount

available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek

additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we

would expect to complete such financing only simultaneously with the completion of our initial business combination.

In the case of an

initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing

the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval

of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or

through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase

agreements or backstop agreements we may enter into following consummation of the IPO.

At this time, we are not a party to any arrangement

or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business

Sources of Target Businesses

We anticipate that

target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, private

investment funds and other members of the financial and fintech communities.

Target businesses may be brought to our attention by

such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to

target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this

Annual Report on Form 10-K and know what types of businesses we are targeting.

Our officers and directors, as well as their

affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as

a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a

result of the track record and business relationships of our officers and directors.

While we do not presently anticipate engaging

the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage

these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the

extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or

if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be

paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our existing officers or

directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the

company prior to, or for any services they render in order to effectuate, the completion of our initial business combination

(regardless of the type of transaction that it is).

In addition, we pay Sagara Group, LLC $10,000 per month for office space,

utilities, secretarial and administrative support services provided to members of our management team.

We may also elect to make

payment of customary fees to members of our board of directors for director service.

Any such payments prior to our initial business

combination will be made from funds held outside the trust account.

Other than the foregoing, there will be no finder’s fees,

reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers

or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to

effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

We are not prohibited from

pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors,

or from completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor,

officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm

which is a member of FINRA or an independent accounting firm, that such an initial business combination is fair to our company from a

financial point of view.

We are not required to obtain such an opinion in any other context.

Evaluation of a Target Business and Structuring

of Our Initial Business Combination

In evaluating a prospective

target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management

and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of

financial, operational, legal and other information which will be made available to us.

If we determine to move forward with a particular

target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of,

and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

The company will not pay any consulting

fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial

business combination.

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

By completing our initial business combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s

Management Team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination

with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management

may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of

our management team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any

of the members of our management team will remain with the combined company will be made at the time of our initial business combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business

combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations

of the particular target business.

We cannot assure you that

any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we

will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience

necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve

Our Initial Business Combination

We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Articles.

However, we will seek

shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business

or other reasons.

Under Nasdaq’s listing

rules, shareholder approval would be required for our initial business combination if, for example:

We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);

Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more;

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The decision as to whether

we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required

by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and

legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction, including in the

event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval

or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

expected cost of holding a shareholder vote;

(iii) the risk that the shareholders would fail to approve the proposed business combination;

(iv) other time and budget constraints of the company;

and (v) additional legal complexities of a proposed business combination that would

be time-consuming and burdensome to present to shareholders.

Permitted Purchases of Our Securities

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public

warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may

purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

However, they have no current commitments,

plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

the funds in the trust account will be used to purchase shares or public warrants in such transactions.

If they engage in such transactions,

they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or

if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor,

directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have

already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem

their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer

rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the

purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such

The purpose of any such purchases

of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder

approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum

net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would

otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding

or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been

In addition, if such purchases

are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial

holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities

on a national securities exchange.

Our sponsor, officers, directors

and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors or

their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption

requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with

our initial business combination.

To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private

purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares

for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already

submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the shareholder

meeting related to our initial business combination.

Our sponsor, officers, directors, advisors or any of their affiliates will select

which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant,

and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the

extent such purchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders upon

Completion of Our Initial Business Combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business

combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of

two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust

account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations

and on the conditions described herein.

The amount in the trust account will initially be $10.00 per public share.

The per share amount

we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will

pay to the underwriters.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have

agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may

hold in connection with the completion of our initial business combination.

Limitations on Redemptions

Our Articles provide that

in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or

its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for

redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed

the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class

A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance

of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including

pursuant to forward purchase agreements or backstop arrangements we may enter into following the closing of the IPO, in order to, among

other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business

combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) without a shareholder

vote by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination or conduct

a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing

requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder

approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business

Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with

our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or

seek to amend our Articles would require shareholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq,

we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide

our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in

provisions of our Articles and applies whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq.

provisions may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon, so long as we offer redemption

in connection with such amendment.

If we provide our public shareholders

with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our Articles:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

file proxy materials with the SEC.

In the event that we seek

shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval,

we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the

affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

A quorum for such meeting

will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person

Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers

and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the IPO

(including in open market and privately-negotiated transactions) in favor of our initial business combination.

For purposes of seeking

approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is

As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would not need any

of the public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination

These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely

that we will consummate our initial business combination.

Each public shareholder may elect to redeem their public shares irrespective

of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general

meeting held to approve the proposed transaction.

If a shareholder vote is not

required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer

In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we

are permitted to redeem.

If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer

and not complete the initial business combination.

Upon the public announcement

of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate

any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with

Rule 14e-5 under the Exchange Act.

We intend to require our public

shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer

agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth

in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days

prior to the scheduled vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection

with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request

for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares

The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection

with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or

action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost.

If the proposed

initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates

or shares delivered by public shareholders who elected to redeem their shares.

Our Articles provide that

in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or

its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for

redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed

the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class

A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance

of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,

including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the IPO, in order

to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Limitation on Redemption Upon Completion of

Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our Articles provide that a public shareholder, together with any affiliate of such shareholder or any other person

with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be

restricted from seeking redemption rights with respect to Excess Shares without our prior consent.

We believe this restriction will discourage

shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their

redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant

premium to the then-current market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than

an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not

purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.

our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO, we believe we will limit the ability of a small

group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection

with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of

However, we would not be restricting

our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Redemption of Public Shares and Liquidation

If No Initial Business Combination

Our Articles provide that

we will have until the Extended Date to complete our initial business combination.

If we are unable to complete our initial 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 not more than ten business days thereafter, redeem the 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 on the funds held in the trust account (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 our remaining shareholders

and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands

law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption

rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business

combination by the Extended Date.

In identifying, evaluating

and selecting a target business for our initial business combination, we may encounter competition from other entities having a business

objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public

companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience

identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or

greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our

available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available

to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent,

may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

We currently utilize office space

at 445 Park Avenue, 9th Floor, New York, NY 10022 from Sagara Group, LLC as our executive offices.

We consider our current office space

adequate for our current operations.

We currently have one officer:

Samuel Gloor.

This individual is not obligated to devote any specific number of hours to our matters but he intends to devote as much

of his time as he deems necessary to our affairs until we have completed our initial business combination.

The amount of time he will

devote in any time period will vary based on whether a target business has been selected for our initial business combination and the

stage of the business combination process we are in.

We do not intend to have any full time employees prior to the completion of our initial

business combination.

Available Information

We are required to file Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material

events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary

course of business and bankruptcy) in a Current Report on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy

and information statements and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website

is located at http://www.sec.gov .

In addition, the Company will provide copies of these documents without charge upon request from

us in writing 445 Park Avenue, 9th Floor, New York, NY 10022 or by telephone at (917) 969-9250.

The Company has been in business since 2003 and on December 21, 2023, the Company completed the merger (the “Merger”) contemplated by the Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the “Merger Agreement”) by and among BYTS, BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of BYTS (“Merger Sub”), and Airship AI.

Effective December 21, 2023, following the filing of Articles of Merger with the Secretary of State of the State of Washington, Merger Sub merged with and into Airship AI with Airship AI as the surviving corporation.

Thus, Airship AI became a wholly-owned subsidiary of the Company.

In connection with the Merger, Airship AI changed its name to “Airship AI, Inc.” On December 21, 2023, our common stock, par value $0.0001 per share, and public warrants formerly of Byte, began trading on the Nasdaq Global Market under the symbols “AISP” and “AISPW”, respectively.

We are a robust AI-driven data management platform that solves complex data challenges for large institutions operating in dynamic and mission-critical environments with rapidly increasing volumes of data being ingested from a similarly rapidly growing number of data sources.

We solve these challenges by structuring “dark” or unstructured data at the edge, the location at which the data is generated and collected, and leveraging purpose-built AI models.

Unstructured, or “dark” data, which is typically categorized as qualitative data, cannot be processed and analyzed via conventional data tools and methods.

Conversely, structured data, typically categorized as quantitative data, is highly organized and easily decipherable by machine learning algorithms.

Structuring and then analyzing data using AI models at the edge, versus transmitting the data from the edge back to a central processing location for structuring and analysis, enables real-time decision making and data-driven operational efficiency.

We specialize in ingesting all available metadata from edge-based sensors used by government and law enforcement agencies around the world, including surveillance cameras (video), audio, telemetry, acoustic, seismic, and autonomous devices, along with large commercial corporations with fundamentally similar capabilities and requirements.

Data generated by these edge-based sensors, including video, can then be run through our trained AI models to detect objects present within the video frame.

Once an object is detected, for example an automobile, additional identifying characteristics of the object can be extracted from the image including the license plate characters and the make, model, and color of the automobile.

This process of analyzing, logging and categorizing ingested data is referred to as “structuring” the data.

Airship AI’s software allows customers to view structured data both in real-time as well as to conduct searches on the structured data at a later point in time.

Real-time structured data use includes, for example, alarms on a specific license plate or a specific make, model or color of automobile.

Non-real-time structured data use includes, for example, searching a database of video data that has been previously ingested and stored to find instances of a particular license plate being visible, along with other logged vehicle characteristics such as make, model and color of an automobile.

Additional edge deployed AI models enable similar object detection and recognition of common and custom trained objects, such as an aircraft, boat, person, animal, bag, or weapon.

Airship AI’s models provide similar data points for these object types allowing analysts the ability to be notified in real-time of the detection of a specified object and similarly search for historically detected objects.

Examples include detecting aircrafts and boats along with their respective tail numbers and hull registration numbers.

Our AI modelling process starts with pre-trained AI models from our technology ecosystem partners which we then customize using proprietary datasets tailored towards our customers unique workflow requirements.

Where customers have pre-existing AI models or engines, we integrate those models or engines into our edge platform allowing customers to leverage proprietary models within the Airship AI software ecosystem.

Our primary offerings include Outpost AI, Acropolis, and Airship Command.

Our offerings allow customers to manage their data across the full data lifecycle, when and where they need it, using a highly secure permissioned based architecture.

Outpost AI is our edge hardware and software offering that is purpose built to structure and analyze data efficiently and effectively at the source using Airship AI trained models.

Once structured, Outpost AI securely encodes the data and streams it to Acropolis for further processing.

In the automobile example, Outpost AI will process the unstructured and unlabeled video data into structured data including images of vehicles, images of plates, make, model, color, locations and plate numbers, as well as confidence levels on the structured results.

Acropolis is our enterprise management software suite which serves as the backbone of our software ecosystem.

Acropolis allows customers with a handful of devices or hundreds of thousands of devices to manage their user and install base efficiently and securely from a single graphical user interface.

Acropolis can be installed and managed locally (on-premises) as well as in cloud/multi-cloud-based system architectures.

Acropolis can work with structured and unstructured data.

In the scenario where Outpost AI processes the unstructured video of vehicles into images, plate numbers and other structured data, Acropolis will compare the structured data against customer repositories of structured data in order to add labels to results for user attention.

Here, Acropolis leaves the initial processing of unstructured data to the edge device (Outpost AI) and handles additional labeling which requires bigger centralized datasets.

Where Acropolis is receiving unstructured data as input from devices, it will do the initial processing of unstructured to structured data similar to what Outpost AI does at the edge before any additional labelling.

This holistic approach allows customers to leverage the benefits of both edge and back-end data structuring and analysis in a “single-pane-of-glass” approach.

Airship Command then allows the customer to view the final labelled data which can be presented in real-time or as search results, as alerts, in automatically updating lists or on maps.

In the vehicle example, Airship Command can present alarms on specific filters such as specific plates, intelligent partial matches, make, model, color and any combination thereof, as well as searches using the same filters against character recognition and vehicle characteristics results.

Airship Command is our suite of visualization tools that allow customers to interact with their data and devices securely and efficiently.

Customer data interaction may include receiving and viewing an alarm triggered by an AI detected event at the edge on a mobile phone, or receiving and viewing events from thousands of edge devices spread across multiple different locations on a large video wall in a Security Operations Center (“SOC”).

Our visualization tools span applications for workstations, web-based browsers, and applications for mobile handheld devices ensuring our customers data is never out of their immediate reach.

We apply AI across the entire offering suite, ensuring that we are extracting as much value from our customers’ existing and emerging data as possible.

Whether it is using machine learning to train new models for deployment at the edge, or using a rules-based approach to detect anomalies based on data generated by machine learning models, we are constantly expanding and evolving our AI capabilities.

Our offerings are used by some of the largest government agencies and commercial organizations in the world.

While we are heavily focused on continuing to grow market share in the United States, our offerings are currently deployed around the world, with significant room to grow in both the governmental and commercial markets.

Our typical customer engagement is a multi-year contractual agreement, an agreement which includes our core offerings as well as professional services, technical support, and software maintenance, which we expect will result in predictable, long-term recurring revenue.

Our history shows that organizations that have chosen to partner with Airship AI stick with Airship AI.

Since our inception and until the Merger in December 2023, we have operated as a 100% employee-owned bootstrapped company with no outside investment, operating in a fiscally conservative model.

based company, we operate in high growth areas, namely the intersection of public safety and AI, with a combined $7 billion edge AI hardware and software addressable market.

Our customers trust us to collect and analyze vast amounts of data in real-time as well as make it available to their users when they need it, where they need it, as securely as possible.

We believe our offerings are purpose built from the ground up to help ensure we continue to meet or exceed these expectations.

We believe a robust digital transformation strategy is imperative today for companies to discover new revenue opportunities, gain competitive advantages, and create efficient business operations.

Whether companies are established brick and mortar operations with large disparate operational footprints and user bases or newer entrants to the marketplace with centralized operations, the need to ingest and process data efficiently and effectively is critical.

Nowhere across the digital data lifecycle is transformation occurring at a greater rate and pace than at the edge.

While the advantages of operating at the edge are clearly recognized, it is only recently that physical technology has caught up with the virtual capabilities software has to offer.

These advancements include the shrinking size of processors capable of performing advanced analytics at the edge and networking advancements such as 5G that can efficiently move the data processed at the edge (in real-time).

With these advancements, the ability to move data processing workloads to the edge and achieve true digital transformation has started to become reality.

To achieve the full value of this transformation, we must be able to do the following key technical attributes at the edge:

Structure data and analyze it in real-time,

Extract value from the analyzed data in real-time,

Securely transmit the usable data to the consumers who need it in real-time, and

Securely retain all data at the edge for regulatory/evidentiary purposes.

Achieving these end-states at the edge should allow companies to substantially reduce the time needed to make decisions that affect operations across their environment, in some cases in a predictive manner.

This ability to make real-time decisions using data analyzed at the edge can transform operations across industry and government by improving public safety, tailoring predictive maintenance, improving quality control, mitigating organized retail crime, and providing more efficient operations, which drive better customer experiences and operational outcomes.

In addition to the benefits achieved by increasing the speed and efficiency at which decisions can be made by offloading workflow and AI capabilities to the edge, significant cost benefits such as reduced operational costs associated with moving data across networks, processing and analyzing data using traditional massive backend servers and processors, and storage costs for extraneous data that is not valuable.

Data security is also greatly enhanced, as are regulatory and compliance requirements for data, when compared to legacy data center approaches to data management.

Similarly, transformative changes are happening between edge and the cloud, leveraging applications that allow you to interact with your data wherever it resides, at the edge, on-premises, and/or in the cloud.

True digital transformation can then be fully achieved when you have the “single pane of glass” interface that brings all your data together, securely, and efficiently, structured and analyzed, when and where the data consumer needs it.

Airship AI’s platform today is used across multiple verticals and markets, including commercial and government, and small and enterprise.

Our products are purpose-built to be scalable and flexible, operating in the environments our customers are in today as well as where they want to be tomorrow.

Our software can be installed in air-gapped stand-alone environments as well as enterprise-wide federated environments with countless devices, users, and end-points where data is aggregated and consumed.

Our software is installed on bare-metal servers on-premises, in data centers, and in the cloud, as well as in physical and virtualized environments.

Our software is also designed to replace existing capabilities as well as augment and/or enhance existing capabilities, from sensors to IT infrastructure to analytics.

In many cases, our customers are able to achieve greater functionality out of existing capabilities through our unique approach to sensor integration and fusion than they could through the OEM manufacturers offerings, further improving ROI on existing infrastructure and cost-savings on planned future technology.

Our primary product offering is our software operating system, Airship Acropolis, supported by our edge (Airship Outpost AI) and end point visualization (Airship Command) offerings.

Within Airship Acropolis, we have two variations, our commercial offering (Acropolis Commercial) and our government offering (Acropolis Law).

While both variations are derived from the same code base, each is tailored towards specific workflow and operational requirements for their respective customer environments.

Acropolis Commercial.

We built this platform first, supporting a variety of small and medium businesses across various commercial verticals, including schools, hospitals, casinos, logistics, and retail establishments.

Our growth led us to larger commercial entities where we branched out from a standalone platform managing small numbers of cameras to an enterprise platform capable of managing hundreds of thousands of cameras and users from a single graphical user interface.

Acropolis Commercial continues to support our commercial customers’ requirements today.

Acropolis Law.

We built this platform based on the success of our commercial offering and we have grown our customer base to include agencies across the law enforcement, defense, and intelligence sectors, with dozens of custom sensor integrations and unique workflows allowing agencies to break down data sharing silos when operating standalone or in joint interagency environments.

Our edge platform, Airship Outpost AI, can be used in a standalone environment as well as pointed back to Airship Acropolis.

Outpost AI primarily ingests either single or multiple feeds and using edge inference AI analyzes each feed for specific defined data parameters to alert on.

All data is then encoded and streamed back to Acropolis securely for downstream visualization as well as further processing and/or analysis.

Our end point visualization platforms, Airship Command, consists of a thick client application, a web-based thin client, and our iOS and Android applications.

Each of these visualization applications provides users the opportunity to securely view and interact with data being managed by Acropolis and control sensors/devices at the edge.

Airship Command is the “single pane of glass” solution customers need.

Our professional services include custom model training for customers using their proprietary and sensitive data, on-site and/or remote engineering services supporting customer deployments and operations, as well as custom integrations and workflow enhancements aimed at creating additional operational efficiencies in their environments.

Our support and software maintenance agreements (“SMA”) create recurring revenue opportunities for the life of the contract and include options for general support as well as dedicated support through cleared individuals (up to the Top Secret clearance level).

Our SMA provides customers access to new releases, patches, and other software updates as they are made public.

Our Customer Base

Our market-entry strategy has been to build enduring partnerships with large early adopters, or lighthouse customers, primarily in the United States.

We believe these lighthouse customers serve as validation of our capabilities to other potential customers in similar and adjacent verticals by demonstrating the value and operational efficiencies our platform provides.

From our first lighthouse customer in the commercial space, we have successfully expanded our footprint to include additional enterprise customers in the commercial market, as well as numerous federal, military, and intelligence agencies across the U.S.

After our initial contract is established, our customers tend to expand their use of our products and services, as they realize the efficiency and value provided.

We also tend to see rapid expansion into adjacent buying entities within the customer, allowing them to break down data silos between functional areas that have historically existed, through the sharing of data securely and efficiently across network and operational domains.

We believe there are substantial opportunities to leverage work done for our existing lighthouse customers in the commercial and government sectors, where we continue to see growing parallels around operational needs and the technology capabilities we provide that can solve them.

Historically, a majority of our product revenue has consisted primarily of a bundled hardware and software product and to date we have sold or licensed a minimal amount of standalone software.

In the future, we expect to see more deliveries of our products using a cloud based software solution which will allow us to create additional subscription revenue.

We expect to capitalize on the significant investments made over the last several years by refining our enterprise software platform for federated users in our defined customer verticals and completing the development of our AI driven edge hardware platform running our proprietary edge software and analytic platform.

These investments have positioned us to not only significantly grow market share at higher margins in these existing verticals but to also find and/or create opportunities in greenfield spaces where the benefits of AI are just starting to emerge.

Competitive Strengths

We believe that our approach to providing a holistic data management solution that leverages AI is the key to our future success, as much as the foresight to build a scalable and federated data management backend was when we first started our company.

Our software and capabilities are more than just tools in a customer’s toolbox, they are integral parts of their day-to-day operational workflow and equally ingrained into their operational processes.

Single Pane of Glass Platform:

Our platform brings together disparate edge generated data into one place, structured and unstructured, allowing our customers the ability to visualize multiple analyzed data forms in a true “single pane of glass.” This approach substantially reduces the infrastructure, human and physical, that has been historically needed to view and extract operational value from the customers’ data.

Superior Customer Experience:

Our direct approach to customer engagements enables our team to manage the entire customer experience, starting with the first platform demonstration and continuing through installation and long-term employment.

This is key to our goal to build partnerships with our customers, which we equate to potential long-term recurring revenue engagements with strong opportunities for expansion within the organization.

Ease of Use and Adoption:

Our solution is architected such that it can be installed in as little as one hour with minimal direct engagement or support needed, yet ready to support operational engagements of a handful of users and devices to thousands of users and tens of thousands of attached devices.

Everything within the architecture is purpose built to be intuitive and straightforward, allowing users to become operationally proficient in short order with limited training.

Hardened and Secure Platform:

Our offerings are compliant with the National Defense Authorization Act (“NDAA”), the Commercial Software and the Trade Agreements Act (“TAA”), and the Buy American Act.

Thus, cybersecurity and safeguarding data at rest and in transit is factored into everything we do, resulting in our platform having been accredited with numerous Authorities to Operate (“ATO”) for U.S.

government agencies for on-premise deployments as well at the Fed Ramp high impact level in the secure cloud.

This allows us to bring government-grade security to the larger commercial sector.

Significant Cost Savings:

Our edge solution enables customers to add AI capabilities to their existing IT infrastructure, allowing them to immediately recognize the operational benefits of our AI platform without having to add expensive backend servers.

Additionally, our open approach to edge sensors and devices allows customers to extract the full value out of their existing devices compared to the more common industry standard rip and replace approach.

Market Opportunity

Airship AI serves a large and rapidly growing addressable market.

We determined the total addressable market (“TAM”) based upon publicly-available third-party industry reports on the current and projected markets for edge AI hardware and software offerings as well as federal, state, and local grants and set-aside funding for law enforcement, public safety, and community violence intervention efforts.

In addition to the $7 billion combined edge AI hardware and software addressable market by 2029, growing at a blended compounded average growth rate (“CAGR”) of 21.8%, for 2023 alone the U.S.

government has set aside $3.2 billion in discretionary resources for state and local grants and $30 billion in mandatory resources to support law enforcement, crime prevention, and violence intervention, based on The President’s Budget for Fiscal Year 2023.

We believe our existing product market fit in the law enforcement vertical supported by our rapidly growing edge AI hardware and software offerings positions us well in this market.

We plan to take advantage of this nexus market opportunity by targeting the larger state and local public safety marketplaces as well as commercial customers where our edge AI platform can allow them to participate in joint public-private ventures to improve public safety for their larger communities.

We expect that our market opportunity will continue to grow as we expand our edge AI hardware and software capabilities allowing us to serve our customers more broadly across their operations.

Growth Strategy

For FY 2024, we started with a pipeline of $142 million, consisting largely of U.S.

government agency contracts.

The opportunities that make up this pipeline include opportunities for expansion within existing agencies as well as new opportunities within the agency and/or new agencies themselves.

While many of these opportunities are multi-year engagements which are expected to be highly competitive, they represent years of work of developing the opportunity around our unique value proposition and differentiators in support of a sole source award or to position Airship AI as the company to beat.

While this pipeline represents the path for substantial growth over the next 12-18 months, we are executing a number of strategies which we believe will bring our value proposition to a broader audience in the United States and abroad.

Embrace Existing Direct Routes to Market While Building a Channel Program:

Our focus in the near term is to continue building and expanding relationships with existing customers who we enjoy direct relationships with, while we build partnerships with global integrators who bring capabilities outside our core competencies along with access and placement to customers and verticals which we do not currently enjoy.

We believe that these strategies can not only co-exist but be mutually beneficial.

Expand Our Technology Partnerships and Integrations:

Our focus remains on providing a best of breed “single pane of glass” solution for our customers data management challenges, which entails expanding our existing technology partnership ecosystem within our existing customer framework, as well as adjacent verticals.

We believe this will drive new customer acquisitions as well as help expand our distribution capability into spaces our partners already participate.

Commercial Expansion:

Based on our existing lighthouse customers and the rapid acceleration of AI in solving public safety and operational challenges, we see significant opportunities for expansion of our platform in the broader commercial marketplace.

While we see opportunities across multiple industry verticals, our focus in the short term will be on those verticals that can immediately benefit from the work already done, significantly reducing additional development efforts along with shortening the sales cycle.

These verticals include infrastructure, transportation, logistics, and retail.

Strategic M&A Activities:

As part of our commercial landing and government expansion strategies, we plan to focus on strategic acquisition targets with complementary technologies that can rapidly accelerate existing development efforts or add new capabilities to our platform that are supportive of our existing technology partnerships and routes to market strategies.

We employed forty seven employees as of December 31, 2023.

The employees are headquartered in Redmond, WA and are supported by a growing team at our Customer Center of Excellence located in Charlotte, NC.

We employed eight research and development personnel in Taiwan as of December 31, 2023.

Intellectual Property

We do not have any patents and instead rely on trade secrets and know-how in the development of our business.

Although large technology companies use patent portfolios as a means of strategic and legal deterrence, we believe it is more advantageous not to disclose our proprietary know-how.

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 1. Business