BYTE Acquisition : Certificate of Incorporation/Bylaws - Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 22, 2023 (March 16, 2023)

BYTE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-40222		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
445 Park Avenue, 9th FloorNew York, NY		10022
(Address of principal executive offices)		(Zip Code)

[phone]
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant		BYTSU		The NasdaqStock Market LLC
Class A ordinary shares, par value $0.0001 per share		BYTS		The NasdaqStock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		BYTSW		The NasdaqStock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 16, 2023, BYTE Acquisition Corp. (the "Company") held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, the Company's shareholders approved amendments to the Company's Amended and Restated Memorandum and Articles of Association (the "Articles Amendments") to extend the date by which the Company must complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a "business combination") from March 23, 2023 to September 25, 2023 and to provide for the right of a holder of the Company's Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an initial business combination.

The following is a tabulation of the votes with respect to the Extension Proposal and the Founder Share Amendment Proposal, which were approved by the Company's shareholders:

1.

The Extension Proposal. A proposal to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Articles") to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an "initial business combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, from March 23, 2023, to September 25, 2023 (the "Extended Date").The Extension Proposal was approved. The final voting tabulation for this proposal was as follows:

For			Against			Abstain
	28,248,645				898,679				0

2.

The Founder Share Amendment Proposal. A proposal to amend the Company's Articles to provide for the right of a holder of the Company's Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an initial business combination at the election of the holder. The Founder Share Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

For			Against			Abstain
	28,248,645				898,679				0

In connection with the Extraordinary General Meeting, 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 approximately $10.18 per share of the funds held in the Company's trust account, leaving approximately $24 million in cash in the trust account after satisfaction of such redemptions.

In addition, on March 16, 2023, the Company adopted the Charter Amendment, effective the same day. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
3.1		Amendment to the Registrant's Amended and Restated Memorandum and Articles of Association.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BYTE ACQUISITION CORP.
	By:	/s/ Sam Gloor
		Name:	Sam Gloor
		Title:	Chief Executive Officer and Chief Financial Officer

Date: March 22, 2023

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