Item 1.01
Entry into a Material Definitive Agreement.
On March
8, 2023, BYTE Acquisition Corp. (the “Company”) entered into non-redemption agreements (collectively, the “Non-Redemption
Agreements”) with certain of its existing shareholders (the “Non-Redeeming Shareholders”) holding Class A ordinary shares,
par value $0.0001, of the Company (the “Class A Ordinary Shares”).
Pursuant
to the Non-Redemption Agreements, each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held
by them on the date of the Non-Redemption Agreements (the “Shares”) in connection with the vote to amend the Company’s
amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business
combination from March 23, 2023 to September 25, 2023 (the “Extension” and such extended date, the “Extended Date”)
and (b) vote their Shares in favor of the Extension presented by the Company for approval by its shareholders.
In
connection with the foregoing, the Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through
the Extended Date.
The
foregoing description of the Non-Redemption Agreements does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Non-Redemption Agreements,
copies of which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated by reference herein.
Additional Information and Where to Find It
The Company has filed a definitive
proxy statement (the “Extension Proxy Statement”) to be used at the Extension Meeting to approve an extension of time in which
the Company must complete an initial business combination or liquidate the trust account that holds the proceeds of the Company’s
initial public offering (the “Extension”). The Company has mailed the Extension Proxy Statement to its shareholders of record
as of February 21, 2023 in connection with the Extension. Investors and security holders of the Company are advised to read the Extension
Proxy Statement and any amendments thereto, because these documents will contain important information about the Extension and the Company.
Shareholders will also be able to obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov
or by directing a request to: BYTE Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022.
Participants in the Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the Extension under the rules of
the SEC. Information about the directors and executive officers of the Company and a description of their interests in the Company and
the Extension are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with
the SEC on April 6, 2022 (the “Annual Report”) and the definitive Extension Proxy Statement, which was filed with the SEC
on February 27, 2023. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
Certain statements made in
this Current Report are “forward looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. When used in this Current Report, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include: the risk that approval of the Company’s shareholders for the Extension
is not obtained; the inability of the Company to enter into a definitive agreement with respect to an initial business combination within
the time provided in the Company’s amended and restated certificate of incorporation; the level of redemptions made by the Company’s
shareholders in connection with the Extension and its impact on the amount of funds available in the Company’s trust account to
complete an initial business combination; and those factors discussed in the Annual Report under the heading “Risk Factors,”
and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.