Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On May 30, 2023, the audit committee of the board of directors (the "Audit
Committee") of BYTE Acquisition Corp. (the "Company"), based on the
recommendation of and after consultation with management, concluded that
Company's financial statements and other financial data as of and for the three
months ended March 31, 2023 included in the Company's Quarterly Report on Form
10-Q filed on May 5, 2023 (the "2023 Q1 10-Q") should no longer be relied upon
and should be restated in a Form 10-Q/A due to a change in total liabilities and
Class A ordinary shares subject to possible redemption. As previously disclosed,
in connection with the approval by the shareholders of the amendments to the
Company's Amended and Restated Memorandum and Articles of Association to extend
the date by which the Company must complete its initial business combination,
the holders of 30,006,034 of the Company's Class A ordinary shares (the
"Redeeming Shareholders") properly exercised their right to redeem their shares
for cash, and such Redeeming Shareholders were paid approximately $10.20 per
share properly redeemed. Due to a third-party administrative error in the
calculation of accrued interest earned on the trust account, it was later
determined that the Redeeming Shareholders were entitled to a redemption payment
of approximately $10.22 per share instead of approximately $10.20 per share.
This resulted in an error on our March 31, 2023 balance sheet for the redemption
payable and the Class A ordinary shares subject to possible redemption per share
redemption value. Further, there is no impact to the reported amounts for total
assets or total liabilities.
Therefore, on May 30, 2023, the Company's management and the Audit Committee,
after consultation with Marcum LLP ("Marcum"), the Company's independent
registered public accounting firm, concluded that the Company's previously
issued financial statements and other financial data as of March 31, 2023, filed
with the SEC in the 2023 Q1 10-Q, should be restated and should no longer be
relied upon. As such, the Company intends to restate its financial statements in
a Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2023,
to be filed with the SEC (the "Form 10-Q/A").
In connection with the restatement, management has re-evaluated the
effectiveness of the Company's disclosure controls and procedures and internal
control over financial reporting as of March 31, 2023. The Company's management
has concluded that in light of the error described above, and the filing of the
Form 10-Q/A, a material weakness exists in the Company's internal control over
financial reporting and that the Company's disclosure controls and procedures
were not effective. A discussion of management's consideration of the Company's
disclosure controls and procedures, internal controls over financial reporting,
and the material weaknesses identified will be described in more detail in the
Form 10-Q/A.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number
of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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