BYTE Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Airship AI Holdings, Inc.
ENTERPRISE VALUE: $303 million
ANTICIPATED SYMBOL: AISP
BYTE Acquisition Corp. proposes to combine with Airship AI Holdings, Inc.
Founded in 2006, Airship AI is a U.S. owned and operated technology company headquartered in Redmond, Washington. Airship AI is an AI-driven video, sensor and data management surveillance platform that improves public safety and operational efficiency for public sector and commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers. Airship AI’s product suite includes Outpost edge hardware and software offerings, Acropolis enterprise software stack, and Command family of viewing clients.
EXTENSION – 9/27/23 – LINK
- The SPAC approved the extension from September 25, 2023 until March 26, 2024
- 525,624 shares were redeemed at the meeting
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 9/26/23 – LINK
- The SPAC extend the Outside Closing Date from December 26, 2023 to March 26, 2024
SUBSEQUENT EVENT – 9/14/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,000,000 shares
- The Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended Date
SUBSEQUENT EVENT – 8/2/23 – LINK
- The Sponsor will acquire $6 million worth of Class A ordinary shares of BYTS from shareholders, waive redemption rights, and abstain from voting on the Business Combination.
- In return, BYTS will pay the Sponsor $0.033 per Public Share per month until the Business Combination’s closing or agreement termination.
- Additionally, BYTS made a similar agreement with an existing shareholder, who will not redeem $1 million worth of Public Shares during the Business Combination.
TRANSACTION
- Pursuant to the business combination agreement, BYTE will acquire Airship AI for a pre-money equity value of $225 million. In connection with the transaction, BYTE will issue 22.5 million newly issued shares to current shareholders of Airship AI.
- Airship AI shareholders will not receive any cash proceeds as part of the transaction and will roll 100% of their equity into the combined company.
- Assuming no BYTE shareholders exercise their redemption rights, gross proceeds of approximately $25 million will be released to the combined company from the trust account in connection with the transaction.
- The transaction is expected to close in the third quarter of 2023.
SPAC FUNDING
- Non-Redemption Agreement
- BYTE has agreed to secure $7 million in non-redemption agreements to be executed within 21 business days following the later of
- (a) the date of the business combination agreement and
- (b) the delivery of Airship AI’s year-end financials with an unmodified opinion of a U.S. registered independent accounting firm.
- BYTE has agreed to secure $7 million in non-redemption agreements to be executed within 21 business days following the later of
EARNOUT
- Company
- Equityholders of Airship AI as of the date of the business combination agreement will also receive the contingent right to receive up to 5 million additional shares.
- The shares will un-vest at the earlier of:
- Share Performance Milestones
- 2.5 million shares at a share price of $12.50
- 2.5 million share at a share price of $15.00
- Shares will vest for a total of 5 years after the business combination.
- Operating Performance Milestones
- 1.25 million shares
- $39 million of revenue during the full calendar year 1 year post closing
- The aggregate value of new contract awards with federal law enforcement agencies growing by at least 100% as compared to the year-over-year amount for the twelve-month period ending on the date of the business combination agreement
- 3.75 million shares of revenue of $100 million during the period ending on the full calendar quarter immediately following 3 years post-closing of the business combination.
- 1.25 million shares
- Share Performance Milestones
SPONSOR SUPPORT AGREEMENT
- The Sponsor has also agreed
- (a) to forfeit 1,000,000 BYTS Class A ordinary shares owned by the Sponsor on the Closing Date and
- (b) to contribute 2,600,000 BYTS Class A ordinary shares owned by the Sponsor to secure the non-redemption agreements and/or the PIPE Financing.
LOCK-UP
- Company and Sponsor
- 180 days following the Closing of the business combination
NOTABLE CONDITIONS TO CLOSING
- The amount of cash remaining in the trust account established for the benefit of BYTS’ public shareholders and others, following redemptions in connection with the transactions, plus the amount of certain permitted financings of BYTS equaling or exceeding $7 million
- The unpaid legal fees of BYTS’ outside counsel as of immediately prior to the Closing not exceeding $2 million.
NOTABLE CONDITIONS TO TERMINATION
- By either BYTS or the Company if the Closing has not occurred on or before September 25, 2023 (the “Outside Date”) which can be extended to December 26, 2023 if an extension is approved.
- The SPAC extend the Outside Closing Date from December 26, 2023 to March 26, 2024 – LINK
ADVISORS
- Company
- Roth Capital Partners is acting as exclusive M&A advisor to Airship AI.
- Loeb & Loeb LLP is acting as legal advisor to Airship AI.
- SPAC
- White & Case LLP is acting as legal advisor to BYTE.
SUBSEQUENT EVENT – 5/15/23 – LINK
- Redeeming Shareholders initially received $10.20 per share, but it was later corrected to $10.22 per share due to an administrative error in interest calculation.
EXTENSION – 3/22/23 – LINK
- The SPAC approved the extension from March 23, 2023 to September 25, 2023
- 30,006,034 shares were redeemed at the meeting
- No contribution will be made into the trust account.
LETTER OF INTENT – 3/10/23 – LINK
- The SPAC and Airship AI Holdings, Inc. Announce Letter of Intent for a Business Combination
- Founded in 2006, Airship AI is a 100% U.S.-based technology company headquartered in Redmond, Washington. Airship AI is an AI-driven surveillance video, sensor and data management platform that improves public safety and operational efficiency for public sector and commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers. Airship AI’s product suite includes its Outpost edge device, Acropolis operating system and Command Nexus viewing client among others.
SUBSEQUENT EVENT – 3/8/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,000,000 shares
- The Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended Date
MANAGEMENT & BOARD
Executive Officers
Danny Yamin, 62
Chief Executive Officer and Director
Mr. Yamin has an extensive proven 30-year track record as a business and technology leader and was named by Globes, a leading financial daily newspaper in Israel, as one of the top 10 most influential people in the Israeli High-Tech sector. Mr. Yamin has been a board member at Axilion, a smart mobility solutions company, since June 2020, and at Isracard, Israel’s largest payments and financial service provider, since November 2020. Both companies are listed on the TASE. Most recently, Mr. Yamin worked at Microsoft for 16 years, until 2018. His last role at Microsoft was Vice-President in Greater China and as a member of the worldwide leadership team of Microsoft’s enterprise business. In this role Mr. Yamin was responsible for all enterprise and partners business in China, Hong-Kong and Taiwan and led the strategy and execution of transforming the sales engagement from on-premise to a cloud-based model. Previously, Mr. Yamin led Microsoft Israel as the Country Manager for 10 years. Mr. Yamin was awarded the Platinum Circle of Excellence Award three times, the highest recognition at Microsoft for business achievements and effective leadership. Mr. Yamin also served as chairman of the Executive Council of Technion, Israel’s leading institute of technology. As chairman, he led the Technion globalization strategy by collaborating with Cornell University to establish the TCII — Technion Cornell Innovation Institute in New York City and established the Guangdong-Technion Institute of Technology in China. Prior to that, Mr. Yamin served as the Chief Executive Officer of Malam Information Technology, a division of Malam Systems, one of Israel’s leading IT system integrators, and as the Chief Information Officer of Elscint, a global leading medical imaging company. From November 2018 to January 2020, Mr. Yamin was a member of the board of directors of Reduxio. Mr. Yamin received a B.Sc. degree in Industrial and Management Engineering from Technion and participated in a Microsoft Senior Leadership Program at Wharton Business School.
Samuel Gloor, 34
Chief Financial Officer
Mr. Gloor is an experienced investment banker that has transacted in the TMT, consumer, healthcare, industrial, oil & gas and specialty finance verticals. Since November 2020, Mr. Gloor has been the Founder and Managing Member of Sagara Group, LLC, where he specializes in fundraising and strategic consulting for growth-stage companies, alternative asset managers and others. From October 2018 to August 2020, Mr. Gloor was a member of the Financial Institutions Group at Nomura specializing in SPAC and Specialty Finance investment banking. From November 2014 to September 2018, Mr. Gloor was a member of the Advisory & Financing Group at Societe Generale Corporate & Investment Banking, where he provided event-driven bridge and term lending and capital structure advisory services to blue-chip corporate clients and completed several prominent financing transactions supporting M&A and corporate actions. Mr. Gloor received an M.Sc. in Accounting and Finance from the London School of Economics and Political Science in London, United Kingdom and a BBA from the Norwegian Business School in Oslo, Norway.
Board of Directors
Kobi Rozengarten, 64
Executive Chairman Director
Mr. Rozengarten has over 35 years of experience in investment and management positions in the multinational and Israeli technology sector, with a focus on the fields of semiconductors, cloud computing, and enterprise software. Mr. Rozengarten has been the Chief Executive Officer of Rozengarten Management Ltd. since December 2008. Mr. Rozengarten has experience as a sponsor of various SPACs since 2019. Mr. Rozengarten served from 2007 to 2019 as a General Partner and then as Managing Partner in Jerusalem Venture Partners, a leading Israeli venture capital firm with $1.5 billion assets under management. In this capacity, Mr. Rozengarten led or co-led more than 25 deals and was instrumental in leading many of Jerusalem Venture Partners’s exits including the sale of Altair Semiconductor to Sony, CyOptics, Inc. to Avago, XtremIO to EMC and Dune Network to Broadcom Inc. From 1997 to 2007, Mr. Rozengarten served as a COO and President of Saifun Semiconductors Ltd., a leading provider of IP solutions for the non-volatile (Flash) memory market, and was responsible for the formulation and execution of the company’s business strategy and co-led its IPO on Nasdaq, raising $270 million. From 1987 to 1996, Mr. Rozengarten held multiple positions, as VP of Operation and VP of Business Development with K&S, a US based leading supplier of equipment for the semiconductor industry, and was the Managing Director of Micro-Swiss, K&S’s subsidiary in Israel. Mr. Rozengarten began his career in 1983 as a programmer and Financial Controller at Elbit Systems Ltd., an Israel-based international defense electronics company. Mr. Rozengarten serves as a member of the Board of Governors of Technion. He holds B.Sc. and M.Sc. degrees in Industrial and Management Engineering from Technion and participated in an Executive MBA program at Stanford University.
Vadim Komissarov, 49
Director
Mr. Komissarov is a seasoned investment and merchant banker with over 20 years of international experience in technology and telecommunications, including advising companies in large investments in the high-tech telecom industry. Mr. Komissarov has been a Director and Chief Financial Officer of Trident Acquisitions Corp since April 2016, the Chief Executive Officer of Trident Acquisitions Corp since November 2020, and since May 2015, has been the Chief Executive Officer of VK Consulting. From April 2019 to November 2020, Mr. Komissarov was a Founder and Director of Netfin, which merged and completed a $250 million business combination with Triterras in November 2020. From 2014 through 2015, Mr. Komissarov represented The UMW Holdings Berhad as an Investment Advisor. From 1999 to 2014, Mr. Komissarov held senior level management positions with Russian investment banks such as Troika Dialog and Vnesheconombank. In his role as Executive Director of Globex Capital and Chairman of Vnesheconombank Capital Americas, Mr. Komissarov was responsible for its worldwide corporate finance practice from September 2009 to March 2014. Mr. Komissarov started his investment banking career in 1998 in New York working for international banks, including Merrill and BNY Mellon, handling private equity transactions and alternative dispute resolution programs for Eastern European clients. Mr. Komissarov holds an MBA degree from New York University’s Stern School of Business.
Oded Melamed, 53
Director
Mr. Melamed is an entrepreneur with over 30 years of experience in management positions in the Israeli high-tech sector. Mr. Melamed is currently the Chief Executive Officer of Kiralis Technologies Ltd., a company enabling the development of safer drugs by providing affordable and timely access to pure enantiomers. From 2005 to 2019, Mr. Melamed was the founder and Chief Executive Officer of Altair Semiconductor, a leading semiconductor company in the cellular IoT space. Prior to founding Altair Semiconductor, Mr. Melamed was Director of Cable Modem Communications at Texas Instruments from 1999 to 2005. In this role, he managed Altair Semiconductor after its acquisition by Texas Instruments, and played a key role in transitioning the business into profitability. From 1997 to 1999, Mr. Melamed was product line manager at Libit Signal Processing Ltd., an Israeli fabless semiconductor start-up company that developed CATV modems. From 1995 to 1997, Mr. Melamed was with Motorola Solutions, Inc., and was involved in the development and deployment of the first CDMA cellular system in Israel. From 1989 to 1995, Mr. Melamed was an officer in the Israel Defense Force, Intelligence Corps. He holds B.Sc. and M.Sc. degrees in Electrical Engineering, Cum Laude, from Tel-Aviv University, and an EMBA degree from Kellogg-Recanati International Executive MBA program, Northwestern University/Tel-Aviv University.
Louis Lebedin, 63
Director
Mr. Lebedin has over 25 years of banking experience with a proven track record of building and leading a world class business. From 2017 to 2019, Mr. Lebedin served as an advisor to Unio Capital LLC, an asset management firm, responsible for product development. From 2006 to 2012, Mr. Lebedin was global head of JP Morgan’s prime brokerage business, a leading provider of clearing and financing services for equity and fixed income hedge funds. He was responsible for defining and executing the strategy for the business, to expand its market share while continuing to meet the evolving needs of its hedge fund clients. From 2008 to 2012, Mr. Lebedin served on JP Morgan Clearing Corp.’s Operations Committee and the Equities Division’s Executive Committee. From 2001 to 2005, Mr. Lebedin was the chief operating officer and chief financial officer of Bear Stearns’s Global Clearing Services division. Mr. Lebedin joined the Clearance Division in 1988 assuming the role of controller before being promoted to chief financial officer in 1996. From 1980 to 1987, he worked at Coopers & Lybrand, rising to the level of audit manager specializing in financial services. Mr. Lebedin holds a B.S. in accounting from Syracuse University, and he earned his CPA license in 1982.

