Byte Holdings LP - Dec 20, 2023 Form 4 Insider Report for BYTE Acquisition Corp. (AISP)

Signature
/s/ Vadim Komissarov for BYTE Holdings LP
Stock symbol
AISP
Transactions as of
Dec 20, 2023
Transactions value $
$0
Form type
4
Date filed
12/22/2023, 04:15 PM
Previous filing
Sep 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AISP Common Stock, par value $0.0001 per share Conversion of derivative security +1.03M +11.89% 9.69M Dec 20, 2023 Direct F1, F2, F3
transaction AISP Common Stock, par value $0.0001 per share Other $0 -8.54M -88.14% $0.00 1.15M Dec 20, 2023 Direct F1, F3, F5, F6, F7
transaction AISP Common Stock, par value $0.0001 per share Other $0 -150K -13.04% $0.00 1M Dec 21, 2023 Direct F1, F3, F8
transaction AISP Common Stock, par value $0.0001 per share Other $0 -1M -100% $0.00* 0 Dec 21, 2023 Direct F1, F3, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AISP Units Conversion of derivative security $0 -1.03M -100% $0.00* 0 Dec 20, 2023 See footnote Direct F1, F2, F3
transaction AISP Warrants Conversion of derivative security +515K 515K Dec 20, 2023 Common Stock 515K Direct F1, F2, F4
transaction AISP Warrants Other -515K -100% 0 Dec 20, 2023 Common Stock 515K Direct F1, F4, F10, F11
transaction AISP Class B Ordinary Shares Other $0 -1 -100% $0.00* 0 Dec 20, 2023 Class A Ordinary Shares 1 Direct F1, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Byte Holdings LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This form is being filed by the following reporting persons: Byte Holdings LP (the "Sponsor") and each of Byte Holdings GP Corp., Vadim Komissarov and Kobi Rozengarten (and together with the Sponsor, the "Reporting Persons"). The securities are held directly by the Sponsor. Byte Holdings GP Corp. is the general partner of the Sponsor, and Kobi Rozengarten and Vadim Komissarov are the sole directors of Byte Holdings GP Corp. and share voting and investment discretion with respect to the securities held of record by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
F2 Prior to the events reported herein, the Sponsor owned 1,030,000 units of BYTE Acquisition Corp. ("BYTE"), with each unit consisting of one Class A ordinary share, par value $0.0001 per share ("Class A Shares"), and one-half of one warrant to purchase Class A Shares beginning 30 days after the completion of the Company's initial business combination. On December 20, 2023, the Sponsor elected to separate 1,030,000 units into 1,030,000 Class A Shares and 515,000 warrants.
F3 In connection with the consummation of the transactions contemplated by the Merger Agreement, dated as of June 27, 2023, as amended on September 22, 2023 (the "Merger Agreement"), by and among BYTE, BYTE Merger Sub, Inc., and Airship AI Holdings, Inc. ("Airship AI") (the transactions contemplated thereby, the "Business Combination"), on December 20, 2023, BYTE domesticated as a Delaware corporation (the "Domestication") and changed its name to Airship AI Holdings, Inc. ("Airship Pubco"), and on December 21, 2023, Airship AI merged with and into BYTE Merger Sub, Inc. In connection with the Domestication, the Class A Shares held by the Sponsor were automatically converted into shares of common stock, par value $0.0001 per share, of Airship Pubco (the "Common Stock"), on a one-for-one basis.
F4 In connection with the Domestication, the warrants to purchase Class A Shares held by the Sponsor were automatically converted into warrants to purchase Common Stock ("Warrants"). Each Warrant is exercisable at an initial exercise price of $11.50 per share, subject to adjustment, commencing 30 days following the closing of the Business Combination, into one share of Common Stock and will expire five years following the closing of the Business Combination.
F5 Represents a pro rata distribution to the limited partners of the Sponsor for no consideration.
F6 Kobi Rozengarten is a limited partner of the Sponsor and received 309,983 shares of Common Stock distributed by the Sponsor and now owns those shares directly.
F7 Vadim Komissarov is a limited partner of the Sponsor and received 320,788 shares of Common Stock distributed by the Sponsor and now owns those shares directly.
F8 The Sponsor forfeited 150,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination.
F9 The Sponsor forfeited 1,000,000 shares of Common Stock to Airship Pubco for no consideration in connection with the closing of the Business Combination pursuant to the terms of the Parent Support Agreement, dated as of June 27, 2023, by and among BYTE, the Sponsor, and Airship AI.
F10 Represents a pro rata distribution to the limited partners of the Sponsor for no consideration.
F11 Vadim Komissarov is a limited partner of the Sponsor and received 5,000 Warrants distributed by the Sponsor and now owns those Warrants directly.
F12 Prior to the Domestication, BYTE's Class B ordinary shares, par value $0.0001 per share ("Class B Shares"), were (i) convertible into Class A Shares at the holder's election on a one-for-one basis and (ii) automatically convertible into Class A Shares at the time of the closing of BYTE's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.
F13 As previously disclosed, the Company issued one Class B Share to the Sponsor for no consideration for administrative purposes. Pursuant to the Merger Agreement, on December 20, 2023, the Sponsor surrendered the Class B Share to BYTE for no consideration.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.