BYTE ACQU Item 7.01 Regulation FD Disclosure.
On
Under the terms of the LOI, BYTE and Airship AI would be 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
The press release also reminds BYTE shareholders that BYTE is seeking
shareholder approval of an extension of time to complete our initial business
combination, from
On
Shareholders who wish to withdraw their previously submitted redemption request
may do so prior to the shareholder meeting by requesting that BYTE's transfer
agent return such shares. Shareholders may make such request by contacting
BYTE's transfer agent,
Shareholders are encouraged to submit their vote for the Extension as soon as
possible to ensure it is represented at the shareholder meeting. Please note
that if shares are held at a brokerage firm or bank, brokers will not vote
shareholders' shares for them. Shareholders must instruct their bank or broker
to cast the vote. For assistance with voting shares, please contact
Completion of a business combination with Airship AI is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the board and shareholders of both BYTE and Airship AI. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Attached as Exhibit 99.2 hereto and incorporated by reference herein is an investor presentation, which will be used by BYTE with respect to the proposed business combination.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, that is required to be disclosed solely by Regulation FD.
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Additional Information and Where to Find It
If a legally binding definitive agreement with respect to the proposed business
combination is executed, BYTE intends to file with the
This communication may be deemed to be offering or solicitation material in
respect of the proposed business combination, which will be submitted to the
shareholders of BYTE for their consideration. BYTE urges investors, shareholders
and other interested persons to carefully read, when available, the preliminary
and definitive Proxy Statement/Prospectus as well as other documents filed or
that will be filed with the
Participants in the Solicitation
BYTE and Airship AI and certain of their respective directors, executive
officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the extension of the
time that BYTE has to consummate an initial business combination and/or with
respect to the proposed business combination described herein under the rules of
the
No Offer or Solicitation
This release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with respect to the extension of the time that BYTE has to consummate an initial business combination and/or in respect of the proposed business combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "project," "forecast," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not
forward looking. These forward-looking statements include, but are not limited
to, (1) statements regarding estimates and forecasts of other financial,
performance and operational metrics and projections of market opportunity; (2)
references with respect to the anticipated benefits of the proposed business
combination and the projected future financial performance of Airship AI
following the proposed business combination; (3) changes in the market for
Airship AI's services and technology, and expansion plans and opportunities; (4)
Airship AI's unit economics; (5) the sources and uses of cash of the proposed
business combination; (6) the anticipated capitalization and enterprise value of
the combined company following the consummation of the proposed business
combination; (7) the projected technological developments of Airship AI, (8)
current and future potential commercial and customer relationships; (9) the
ability to operate efficiently at scale; (10) anticipated investments in capital
resources and research and development, and the effect of these investments;
(11) the amount of redemption requests made by BYTE's public shareholders; (12)
the ability of the combined company to issue equity or equity-linked securities
in the future; and (13) expectations related to the terms and timing of the
proposed business combination . These statements are based on various
assumptions, whether or not identified in this release, and on the current
expectations of BYTE's and Airship AI's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Airship AI. These
forward-looking statements are subject to a number of risks and uncertainties,
as set forth in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in BYTE's IPO prospectus, filed with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
99.1 Press Release.
99.2 Investor Presentation.
104 Cover Page Interactive Data File - Embedded within the inline XBRL document.
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