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Item 1A. Risk Factors

2024-05-15 compared with 2023-11-01 · 3 added, 116 removed, 0 unchanged (100% of the section changed)

As of the date of this Quarterly Report on Form

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

31, 2023 other than the risk factors listed below.

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

results of operations or financial condition.

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

also impair our business or results of operations.

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

time to time in our future filings with the SEC.

If we are deemed to be an investment company

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

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

If we are deemed to be an investment company under

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

o restrictions

on the nature of our investments;

o restrictions

on the issuance of securities,

each of which may make it difficult for us to

complete our initial business combination.

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

o registration

as an investment company;

of a specific form of corporate structure;

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

With respect to the regulation of special purpose

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

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

the condensed financial statement

requirements applicable to transactions involving shell companies;

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

business combination transactions;

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

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

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

composition, business purpose and activities.

There is currently uncertainty concerning the

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

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

As indicated above, we completed our initial public offering

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

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

Quarterly Report).

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

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

If we are required to liquidate

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

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

The funds in the Trust Account were, since the

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

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

market funds investing solely in U.S.

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

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

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

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

government treasury obligations

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

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

We have identified a material weakness in

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

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

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

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

We have identified a material weakness in our

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

A material weakness

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

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

Effective internal controls are necessary for

us to provide reliable financial reports and prevent fraud.

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

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

If we are unable to develop and maintain an

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

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

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

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

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

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

affect our business and operating results.

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

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

The Company’s ability to complete

an initial business combination with a U.S.

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

investment regulations and review by a U.S.

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

and ultimately prohibited.

The Sponsor, BYTE Holdings LP, is a Cayman Islands

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

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

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

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

investments in sensitive U.S.

businesses meeting certain criteria.

If the Company’s potential initial business combination with

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

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

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

CFIUS may decide to delay the initial business combination,

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

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

business of the combined company,

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

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

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

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

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

Moreover, the process of government review, whether

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

If the Company

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

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

by CFIUS or another U.S.

government entity, the Company may be required to liquidate.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Our market risks are similar to those disclosed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and our other filings with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors