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United States securities and exchange commission logo





                               October 6, 2023

       Samuel Gloor
       Chief Executive Officer
       BYTE Acquisition Corp.
       445 Park Avenue, 9th Floor
       New York, NY 10022

                                                        Re: BYTE Acquisition
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed September 11,
2023
                                                            File No. 333-274464

       Dear Samuel Gloor:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-4 filed September 11, 2023

       Cover Page

   1.                                                   We note that the
registration statement refers to PIPE Financing. Please revise the cover
                                                        page to highlight the
terms of the PIPE Financing. Also expand your disclosure on the
                                                        cover page and
throughout the filing to highlight material differences in the terms and
                                                        price of securities
issued at the time of the IPO as compared to the PIPE Financing.
   2.                                                   Disclose whether the
consummation of any PIPE Financing is a condition of closing or
                                                        whether the Minimum
Cash Condition may equal or exceed $7 million without any PIPE
                                                        Financing.
   3.                                                   You disclose that the
Insiders will be able to approve all of the proposals even if all other
                                                        outstanding shares are
voted against such proposals. You also disclose that the Maximum
                                                        Redemptions Scenario
assumes 71.9% of the outstanding Public Shares are redeemed.
 Samuel Gloor
FirstName  LastNameSamuel Gloor
BYTE Acquisition  Corp.
Comapany
October    NameBYTE Acquisition Corp.
        6, 2023
October
Page 2 6, 2023 Page 2
FirstName LastName
         Please clarify whether any amount of redemptions may cause the parties
to be unable to
         meet the Minimum Cash Condition and therefore result in the inability
to approve all of
         the proposals.
4.       Please revise the cover page and prospectus summary to disclose the
voting power
         percentage of your directors and executive officers and that you
expect to be a "controlled
         company" post-business combination and provide a cross-reference to
your risk factor
         disclosure and the longer discussion of the exemptions available to
you as a "controlled
         company."
Risk Factors, page 46

5.       In your risk factors, please highlight the risk that the sponsor will
benefit from the
         completion of a business combination and may be incentivized to
complete an acquisition
         of a less favorable target company or on terms less favorable to
shareholders rather than
         liquidate.
Historically, existing customers have expanded their relationships..., page 48

6.       We note your disclosure that Airship AI depends on a relatively small
number of
         customers. To add context to this disclosure, please revise to
disclose the number of
         customers for each period presented. In addition, for each customer
that provided greater
         than 10% of revenue, quantify the specific percentage each represented
for each period.
         Finally, disclose the details of any material agreements with your top
two customers and
         file the agreements as exhibits, or tell us why it is not required.
We are currently an emerging growth company..., page 79

7.       Expand your risk factor disclosure to describe how and when a company
may lose
         emerging growth company status.
The underwriters of the IPO were to be compensated in part on a deferred
basis..., page 80

8.       We understand that Citigroup, the lead underwriter in your SPAC IPO,
waived the
         deferred underwriting commissions that would otherwise be due to it
upon the closing of
         the business combination. Disclose whether Citigroup provided you with
any reasons for
         the fee waiver. If there was no dialogue and you did not seek out the
reasons why
         Citigroup was waiving the deferred fees, despite already completing
their services, please
         indicate so in your registration statement.
BYTS Board of Directors' Reasons for the Approval of the Business Combination,
page 107

9.       We note your disclosure that    Airship AI is operating in the Edge AI
Software Market that
         is projected to grow at a ~25% CAGR to approximately $3.5 billion by
2029E and the
         Edge AI Hardware Market that is projected to grow at a ~19% CAGR to
approximately
 Samuel Gloor
FirstName  LastNameSamuel Gloor
BYTE Acquisition  Corp.
Comapany
October    NameBYTE Acquisition Corp.
        6, 2023
October
Page 3 6, 2023 Page 3
FirstName LastName
         $39 billion by 2030E.    Please revise to address how you calculated
or determined these
         amounts. In addition, provide a source for each of your market and
industry statements
         throughout the registration statement.
The Business Combination Proposal
Certain Projected Financial Information for Airship AI, page 108

10.      Please expand your disclosure of the material assumptions underlying
the financial
         projections to also include any limitations or other estimates. Expand
your disclosure to
         provide additional detail and quantification of all the material
assumptions used, including
         those related to the sales pipeline report to forecast revenue by
customer and project.
         Given that the revenue and gross margin forecasts are based on such
sales pipeline report,
         disclose the details and assumptions of such report.
Material U.S. Federal Income Tax Considerations, page 162

11.      We note that BYTS intends for the Domestication and the Merger to
qualify as a
         reorganization, and, if so, U.S. Holders would generally not recognize
any gain or loss as
         a result of each transaction. Please attribute this representation of
tax consequences to
         counsel and file a tax opinion pursuant to Item 601(b)(8) of
Regulation S-K or advise why
         the tax consequences are not material to an investor.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023, page
184

12.      Please revise to indicate the $198,000 adjustment to accumulated
deficit relates to pro
         forma balance sheet adjustment (5).
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30,
2023, page 189

13.      Please provide us with your detailed calculations to arrive at pro
forma adjustment (4).
         Specifically, tell us how you determined the $2,054 adjustment to
common stock, the
         $9.61 million adjustment to additional paid-in capital, and the $9.65
million adjustment to
         accumulated deficit. Please revise, as appropriate, to provide
additional disclosure that
         supports these calculations.
Information About Airship AI, page 210

14.      We note your statements here and on pages 212 and 213 that you expect
predictable, long-
         term recurring revenue from your support and maintenance agreements.
Tell us what
         consideration was given to disclosing recurring revenue in your key
performance indicator
         disclosure on page 217. If management uses recurring revenue to manage
the business,
         revise to disclose how you define and calculate this measure, how you
track it, and the
         amount of recurring revenue for each period presented. Include
discussion of any
         significant changes in the amount from period to period. Refer to SEC
Release 33-10751.
 Samuel Gloor
FirstName  LastNameSamuel Gloor
BYTE Acquisition  Corp.
Comapany
October    NameBYTE Acquisition Corp.
        6, 2023
October
Page 4 6, 2023 Page 4
FirstName LastName
15.      We note your disclosure that you "specialize in ingesting data from
edge-
         based sensors...including surveillance cameras (video), audio,
telemetry, acoustic, seismic,
         and autonomous devices." Please revise to provide a more detailed
discussion regarding
         the specific data points or types of data your artificial intelligence
platform collects and
         utilizes from each of the identified sources. As one example, it is
unclear whether the
         surveillance camera data collected and used includes facial or gait
recognition, or other
         forms of identifying data. In addition, clarify whether your AI or
machine learning
         models use outside data sources, such as publicly available datasets
or from your other
         customers, or if they are closed-loop systems.
16.      Please revise to more clearly explain what "dark" and "unstructured"
data are, as well as
         how "edge" AI differs from artificial intelligence more generally.
17.      Please revise to provide a more complete discussion regarding how your
AI models
         operate including how your AI models structure data from the various
inputs and the
         specific data points customers receive. As a non-exclusive example, we
note your
         disclosure that "Airship Command is our suite of visualization tools
that allow customers
         to interact with their data and devices securely and efficiently" but
it is unclear what
         visualization and structured data customers have access to and
specifically how it can
         increase efficiency and operational metrics.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Airship AI
Key Performance Indicators, page 217

18.      We note your qualitative discussion of certain key performance
indicators. Please revise
         to provide quantitative information related these measures for each
period presented and
         include a discussion of any significant fluctuations in the measures
from period to period.
         Refer to SEC Release 33-10751.
Liquidity and Capital Resources as of June 30, 2023 and 2022, page 221

19.      Please disclose the minimum funding required to remain in business for
at least the next
         12 months, as well as the minimum number of months that you will be
able to conduct
         your planned operations using currently available capital resources.
Refer to Item
         303(a)(1) and (2) of Regulation S-K.
Critical Accounting Policies and Estimates, page 223

20.      We note that your disclosures here appear to provide information
similar to that in your
         summary of significant accounting policies disclosures in Note 2.
Please revise to explain
         why each critical accounting estimate is subject to uncertainty and,
to the extent the
         information is material and reasonably available, how much each
estimate and/or
         assumption has changed over a relevant period, and the sensitivity of
the reported amounts
         to the material methods, assumptions and estimates underlying its
calculation. Refer to
         Item 303(b)(3) of Regulation S-K.
 Samuel Gloor
FirstName  LastNameSamuel Gloor
BYTE Acquisition  Corp.
Comapany
October    NameBYTE Acquisition Corp.
        6, 2023
October
Page 5 6, 2023 Page 5
FirstName LastName
Management of Airship Pubco Following the Business Combination
Board Composition, page 228

21.      Please expand your disclosure here to identify how many Board members
each party will
         designate to the Airship Pubco Board.
Airship AI Holdings, Inc. Consolidated Statements of Operations and
Comprehensive Loss, page
F-64

22.      Revise to disclose revenue and cost of revenue related to sales of
products, i.e. hardware,
         separately from sales of services. Refer to Rule 5-03(b)(1) and (2) of
Regulation S-X.
Airship AI Holdings, Inc. Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition and Deferred Revenue, page F-69

23.      We note your disclosure on page 212 that you offer both enterprise and
edge software and
         software-as-a-service (SaaS). You also refer to software license
renewals on page F-74.
         Please explain to us in your response the details of each of your
software offerings. Also,
         revise your revenue recognition policy to include a thorough
discussion of all your
         software offerings and how that revenue is recognized and ensure this
disclosure aligns
         with disclosure elsewhere in the filing.
24.      We note your disclosure on page 48 that you generally offer five-year
contract terms, but
         some customers enter shorter-term contracts such as one-year
subscriptions with an option
         to renew. Please revise here to disclose your typical contract terms,
including length of
         contracts, renewal options and payment terms. Please also tell us how
much revenue in
         each period is generated from multi-year contracts versus one-year
contracts that must be
         renewed.
25.      Revise to disclose how you determine and allocate the transaction
price for the hardware
         and software components in contracts with multiple-performance
obligations. Refer to
         ASC 606-10-50-20.
5. Revenues
Disaggregation of Revenue, page F-74

26.      Please reconcile for us your disaggregation disclosures here to the
revenue mix
         disclosures on page 212.
General

27.      Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing a range of redemption scenarios, including minimum, maximum
and interim
         redemption levels.
 Samuel Gloor
BYTE Acquisition Corp.
October 6, 2023
Page 6
28.      Please tell us whether the BYTS directors and officers have any
interests in Airship AI,
         and revise as appropriate.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Brittany Ebbertt at 202-551-3572 or Christine Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alexandra Barone at 202-551-8816 or Matthew Derby at 202-551-3334 with
any other
questions.



FirstName LastNameSamuel Gloor                                Sincerely,
Comapany NameBYTE Acquisition Corp.
                                                              Division of
Corporation Finance
October 6, 2023 Page 6                                        Office of
Technology
FirstName LastName
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