SEC Comment Letter 0000000000-23-012555 to Airship AI Holdings, Inc. (AISP)
Airship AI Holdings, Inc.
Date: Nov. 16, 2023 · CIK: 0001842566 · Accession: 0000000000-23-012555
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274464
Letter
United States securities and exchange commission logo November 16, 2023 Samuel Gloor Chief Executive Officer BYTE Acquisition Corp. 445 Park Avenue, 9th Floor New York, NY 10022 Re:BYTE Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed November 7, 2023 File No. 333-274464 Dear Samuel Gloor: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our November 2, 2023 letter. Amendment No. 2 to Registration Statement on Form S-4 Certain Projected Financial Information for Airship AI, page 115 1.We note your response to prior comment 1. Please revise to quantify the assumed contract win rate and revenue that each opportunity classification in your pipeline will provide. For example, of the $162.9 million pipeline, you estimate $6.7 million in RFQ responses, $30.5 million in Quoted opportunities, and $125.7 million in Market Research or RFI opportunities; however, it is unclear the amount that you expect will result in awarded contracts and related revenue. As part of your disclosure, clarify whether your assumed conversion and/or contract win rate is based on historical trends or experience, and provide a discussion supporting your assumptions. To the extent your assumptions are based on historical trends, disclose such historical information for each of the periods presented.
FirstName LastNameSamuel Gloor Comapany NameBYTE Acquisition Corp. November 16, 2023 Page 2 FirstName LastName Samuel Gloor BYTE Acquisition Corp. November 16, 2023 Page 2 2.Please revise here and in your Growth Strategy section on page 222 to quantify the total number of awarded contracts and other opportunities, such as RFQs, RFIs, Quoted Opportunities, and Market Research Opportunities, in your pipeline. To the extent material, discuss the average contract amount of your awarded contracts and other opportunities in your pipeline or if they are highly variable, provide additional discussion regarding such variability. 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. Sincerely, Division of Corporation Finance Office of Technology cc: Elliott Smith
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United States securities and exchange commission logo
November 16, 2023
Samuel Gloor
Chief Executive Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re:BYTE Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 7, 2023
File No. 333-274464
Dear Samuel Gloor:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our November 2, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Certain Projected Financial Information for Airship AI, page 115
1.We note your response to prior comment 1. Please revise to quantify the assumed contract
win rate and revenue that each opportunity classification in your pipeline will provide. For
example, of the $162.9 million pipeline, you estimate $6.7 million in RFQ responses,
$30.5 million in Quoted opportunities, and $125.7 million in Market Research or RFI
opportunities; however, it is unclear the amount that you expect will result in awarded
contracts and related revenue. As part of your disclosure, clarify whether your assumed
conversion and/or contract win rate is based on historical trends or experience, and
provide a discussion supporting your assumptions. To the extent your assumptions are
based on historical trends, disclose such historical information for each of the periods
presented.
FirstName LastNameSamuel Gloor
Comapany NameBYTE Acquisition Corp.
November 16, 2023 Page 2
FirstName LastName
Samuel Gloor
BYTE Acquisition Corp.
November 16, 2023
Page 2
2.Please revise here and in your Growth Strategy section on page 222 to quantify the total
number of awarded contracts and other opportunities, such as RFQs, RFIs, Quoted
Opportunities, and Market Research Opportunities, in your pipeline. To the extent
material, discuss the average contract amount of your awarded contracts and other
opportunities in your pipeline or if they are highly variable, provide additional discussion
regarding such variability.
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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Elliott Smith