SecProbe.io

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 airsp_corresp.htm Airship AI Holdings, Inc. 8210 154th Ave NE Redmond, WA 98052 VIA EDGAR March 19, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Airship AI Holdings, Inc. Registration Statement on Form S-3 File No. 333-285678 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Airship AI Holdings, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on March 21, 2025, or as soon as thereafter practicable. Very truly yours, /s/ Victor Huang Victor Huang, Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 19, 2025

Victor Huang
Chief Executive Officer
Airship AI Holdings, Inc.
8210 154th Ave NE
Redmond, WA 98052

 Re: Airship AI Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 10, 2025
 File No. 333-285678
Dear Victor Huang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: David Levine, Esq.
</TEXT>
</DOCUMENT>

January 29, 2025
Mark Scott
Chief Financial Officer
Airship AI Holdings, Inc.
8210 154th Avenue NE
Redmond, WA 98052
Re:Airship AI Holdings, Inc.
Registration Statement on Form S-3
Filed January 23, 2025
File No. 333-284462
Dear Mark Scott:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 and Mitchell Austin at 202-551-3574
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David J. Levine

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airsp_corresp.htmAirship AI Holdings, Inc.

 8210 154th Ave NE

 Redmond, WA  98052

 VIA EDGAR

 January 29, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Airship AI Holdings, Inc.

   Registration Statement on Form S-3

   File No. 333-284462

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Airship AI Holdings, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on January 31, 2025, or as soon as thereafter practicable.

   Very truly yours,

   /s/ Victor Huang

   Victor Huang,

 Chief Executive Officer

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aisp_corresp

Airship AI Holdings, Inc.

8210
154th Ave NE

Redmond, WA  98052

VIA EDGAR

August
28, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Airship AI Holdings, Inc.

Registration Statement on Form S-1

File No. 333-281333

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Airship
AI Holdings, Inc. hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become
effective at 5:00 p.m., Eastern Time, on August 29, 2024, or as
soon as thereafter practicable.

Very
truly yours,

/s/ Victor Huang

Victor
Huang,

Chief
Executive Officer

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aisp_corresp

Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

August
28, 2024

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

Re:

       Airship
AI Holdings, Inc.

Registration
Statement on Form S-1 (Registration No. 333-281333)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

Roth
Capital Partners, LLC (“Roth”), as placement
agent for the referenced offering, hereby concurs in the request by
Airship AI Holdings, Inc. that the effective date of the
above-referenced registration statement be accelerated to 5:00 p.m.
(Eastern Time), or as soon as practicable thereafter, on Thursday,
August 29, 2024, pursuant to Rule 461 under the Securities Act.
Roth affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

[Signature
Page Follows]

Very
truly yours,

ROTH
CAPITAL PARTNERS, LLC

By:
__/s/ Aaron
M. Gurewitz___ ____

Name:
Aaron M. Gurewitz

Title:
President & Head of Investment Banking

August 13, 2024
Victor Huang
Chief Executive Officer
Airship AI Holdings, Inc.
8210 154th Ave NE
Redmond, WA 98052
Re:Airship AI Holdings, Inc.
Registration Statement on Form S-1
Filed August 7, 2024
File No. 333-281333
Dear Victor Huang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Mitchell S. Nussbaum

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aisp_corresp

Airship AI Holdings, Inc.

8210
154th Ave NE

Redmond, WA  98052

VIA EDGAR

May 6,
2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Kathleen Krebs

Re:

Airship AI Holdings, Inc.

Registration Statement on Form S-1

File No. 333-276932

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Airship
AI Holdings, Inc. hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become
effective at 4:00 p.m., Eastern Time, on May 8, 2024, or as soon as
thereafter practicable.

Very
truly yours,

/s/ Victor Huang

Victor
Huang,

Chief
Executive Officer

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airsp_corresp.htmAirship AI Holdings, Inc.

 8210 154th Ave NE

 Redmond, WA  98052

 April 30, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Kathleen Krebs

   Re:

   Airship AI Holdings, Inc.

   Amendment No. 2 to Registration Statement on Form S-1

   Filed April 10, 2024

   File No. 333-276932

 Dear Ms. Krebs:

 Airship AI Holdings, Inc. (the “Company”, “we”, “us” or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 24, 2024, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 (the “Registration Statement”) previously filed with the Commission on April 10, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 3 to the Registration Statement (“Amendment No. 3”) which is being submitted to the Commission concurrently with the submission of this letter.

 Amendment No. 2 to Form S-1

 Selling Securityholders, page 79

    1.

   Please refer to prior comment 6 where we requested disclosure of the potential profit the selling securityholders would earn based on the current trading price. In response, you disclosed two examples of potential profits. Please disclose the potential profit each selling securityholder would earn based on the current trading price, to the extent applicable.

 RESPONSE: The Company has revised the disclosure on page 79 of Amendment No. 3 in response to the Staff’s comment.

 ***

 We thank the Staff in advance for its review of the foregoing and Amendment No. 3. If you have further comments, we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

   Very truly yours,

   /s/ Victor Huang

   Victor Huang,

 Chief Executive Officer

United States securities and exchange commission logo
April 24, 2024
Victor Huang
Chief Executive Officer
Airship AI Holdings, Inc.
8210 154th Ave NE
Redmond, WA 98052
Re:Airship AI Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-276932
Dear Victor Huang:
            We have reviewed your amended registration statement and have the following comment.
            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 February 21, 2024 letter.
Amendment No. 2 to Form S-1
Selling Securityholders, page 79
1.Please refer to prior comment 6 where we requested disclosure of the potential profit the
selling securityholders would earn based on the current trading price. In response, you
disclosed two examples of potential profits. Please disclose the potential profit each
selling securityholder would earn based on the current trading price, to the extent
applicable.

 FirstName LastNameVictor Huang
 Comapany NameAirship AI Holdings, Inc.
 April 24, 2024 Page 2
 FirstName LastName
Victor Huang
Airship AI Holdings, Inc.
April 24, 2024
Page 2
            Please contact Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell S. Nussbaum

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airsp_corresp.htmAirship AI Holdings, Inc.

 8210 154th Ave NE

 Redmond, WA 98052

 April 10, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Alexandra Barone

      Re:

   Airship AI Holdings, Inc.

       Registration Statement on Form S-1

       Filed February 7, 2024

       File No. 333-276932

 Dear Ms. Barone:

 Airship AI Holdings, Inc. (the “Company”, “we”, “us” or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February 21, 2024, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”) previously filed with the Commission on February 7, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 2 to the Registration Statement (“Amendment No. 2”) which is being submitted to the Commission concurrently with the submission of this letter.

 Registration Statement on Form S-1

 Cover Page

    1.

   For each of the securities being registered for resale, disclose the price that the selling securityholders paid for such securities.

 RESPONSE: The Company has revised the disclosure on the cover page and page 79 of Amendment No. 2 in response to the Staff’s comment.

 Risk Factors, page 8

    2.

   In your risk factors and MD&A section, disclose the exercise prices of the warrants compared to the market price of the underlying securities and the likelihood that warrant holders will not exercise their warrants. Disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

 RESPONSE: The Company has revised the disclosure on pages 28 and 38 of Amendment No. 2 in response to the Staff’s comment.

   1

    3.

   Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, certain private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

 RESPONSE: The Company has revised the risk factor disclosure on page 28 of Amendment No. 2 in response to the Staff’s comment.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Company Overview, page 48

    4.

   Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Derek Xu and Victor Huang and their affiliates, beneficial owners of 40.5% and 30% of your outstanding shares, respectively, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

 RESPONSE: The Company has revised the disclosure on page 42 of Amendment No. 2 in response to the Staff’s comment.

 Liquidity and Capital Resources as of September 30, 2023 and 2022, page 54

    5.

   In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the Business Combination. For example, disclose the total number of public shares that were redeemed since the SPAC IPO and in connection with the Business Combination and the resulting amount of funds you received from the trust account. Disclose the amount of debt and other securities issued, net proceeds received, and fees paid or payable to finance the company and its obligations in connection with and following the Business Combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 RESPONSE: The Company has revised the disclosure on page 38 of Amendment No. 2 in response to the Staff’s comment.

   2

 General

    6.

   Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their securities, and the price that the public securityholders acquired their shares and warrants. Disclose that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 RESPONSE: The Company has revised the disclosure on the cover page, page 28 and page 79 of Amendment No. 2 in response to the Staff’s comment.

 ***

 We thank the Staff in advance for its review of the foregoing and Amendment No. 2. If you have further comments, we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

   Very truly yours,

   /s/ Victor Huang

   Victor Huang,

 Chief Executive Officer

   3

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airsp_corresp.htmAirship AI Holdings, Inc.

 8210 154th Ave NE

 Redmond, WA 98052

 March 6, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Alexandra Barone

      Re:

   Airship AI Holdings, Inc.

       Registration Statement on Form S-1

       Filed February 7, 2024

       File No. 333-276932

 Dear Ms. Barone:

 Airship AI Holdings, Inc. (the “Company”, “we”, “us” or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February 21, 2024, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”) previously filed with the Commission on February 7, 2024.

 For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 1 to the Registration Statement (“Amendment No. 1”) which is being submitted to the Commission concurrently with the submission of this letter.

 Registration Statement on Form S-1

 Cover Page

 1. For each of the securities being registered for resale, disclose the price that the selling securityholders paid for such securities.

 RESPONSE: The Company has revised the disclosure on the cover page and page 97 of Amendment No. 1 in response to the Staff’s comment.

 Risk Factors, page 8

 2. In your risk factors and MD&A section, disclose the exercise prices of the warrants compared to the market price of the underlying securities and the likelihood that warrant holders will not exercise their warrants. Disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

  1

 RESPONSE: The Company has revised the disclosure on pages 28 and 55 of Amendment No. 1 in response to the Staff’s comment.

 3. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, certain private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

 RESPONSE: The Company has revised the risk factor disclosure on page 28 of Amendment No. 1 in response to the Staff’s comment.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Company Overview, page 48

 4. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Derek Xu and Victor Huang and their affiliates, beneficial owners of 40.5% and 30% of your outstanding shares, respectively, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

 RESPONSE: The Company has revised the disclosure on page 48 of Amendment No. 1 in response to the Staff’s comment.

 Liquidity and Capital Resources as of September 30, 2023 and 2022, page 54

 5. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the Business Combination. For example, disclose the total number of public shares that were redeemed since the SPAC IPO and in connection with the Business Combination and the resulting amount of funds you received from the trust account. Disclose the amount of debt and other securities issued, net proceeds received, and fees paid or payable to finance the company and its obligations in connection with and following the Business Combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 RESPONSE: The Company has revised the disclosure on page 55 of Amendment No. 1 in response to the Staff’s comment.

  2

 General

 6. Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their securities, and the price that the public securityholders acquired their shares and warrants. Disclose that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 RESPONSE: The Company has revised the disclosure on the cover page, page 28 and page 97 of Amendment No. 1 in response to the Staff’s comment.

 ***

  3

 We thank the Staff in advance for its review of the foregoing and Amendment No. 1. If you have further comments, we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

   Very truly yours,

   /s/ Victor Huang

   Victor Huang,

 Chief Executive Officer

   4

United States securities and exchange commission logo
February 21, 2024
Victor Huang
Chief Executive Officer
Airship AI Holdings, Inc.
8210 154th Ave NE
Redmond, WA 98052
Re:Airship AI Holdings, Inc.
Registration Statement on Form S-1
Filed February 7, 2024
File No. 333-276932
Dear Victor Huang:
            We have conducted a limited review of 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-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
Risk Factors, page 8
2.In your risk factors and MD&A section, disclose the exercise prices of the warrants
compared to the market price of the underlying securities and the likelihood that warrant
holders will not exercise their warrants. Disclose that cash proceeds associated with the
exercises of the warrants are dependent on the stock price. As applicable, describe the
impact on your liquidity and update the discussion on the ability of your company to fund
your operations on a prospective basis with your current cash on hand.

 FirstName LastNameVictor Huang
 Comapany NameAirship AI Holdings, Inc.
 February 21, 2024 Page 2
 FirstName LastName
Victor Huang
Airship AI Holdings, Inc.
February 21, 2024
Page 2
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, certain private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 48
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Derek Xu and Victor Huang and their affiliates, beneficial owners
of 40.5% and 30% of your outstanding shares, respectively, will be able to sell all of their
shares for so long as the registration statement of which this prospectus forms a part is
available for use.
Liquidity and Capital Resources as of September 30, 2023 and 2022, page 54
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the Business Combination. For example, disclose the
total number of public shares that were redeemed since the SPAC IPO and in connection
with the Business Combination and the resulting amount of funds you received from the
trust account. Disclose the amount of debt and other securities issued, net proceeds
received, and fees paid or payable to finance the company and its obligations in
connection with and following the Business Combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their securities, and the price that
the public securityholders acquired their shares and warrants. Disclose that while the
selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading

 FirstName LastNameVictor Huang
 Comapany NameAirship AI Holdings, Inc.
 February 21, 2024 Page 3
 FirstName LastName
Victor Huang
Airship AI Holdings, Inc.
February 21, 2024
Page 3
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.
            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 Alexandra Barone at 202-551-8816 or Kathleen Krebs at 202-551-3350
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell S. Nussbaum

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BYTE Acquisition Corp.

445 Park Avenue, 9th
Floor

New York, NY 10022

December 1, 2023

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

Re:  BYTE
                                            Acquisition Corp.

    Registration
                                            Statement on Form S-4

    File
                                            No. 333-274464

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended,
BYTE Acquisition Corp. hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-4, as
amended (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at,
4:00 p.m. Eastern Time, on December 5, 2023, or as soon as practicable thereafter.

Please call Elliott
Smith of White & Case LLP at (212) 819-7644 to provide notice of the effectiveness of the Registration Statement.

    Very truly yours,

    By:
    /s/ Samuel Gloor

    Name:
    Samuel Gloor

    Title:
    Chief Executive Officer and Chief Financial Officer

    cc:
    Airship AI Holdings, Inc.

    Loeb & Loeb LLP

    White & Case LLP

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    November 21, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE Washington, D.C. 20549

    Re: BYTE Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed November 7, 2023

    File No. 333-274464

Ladies and Gentlemen:

Set forth below are the responses of BYTE Acquisition
Corp. (the “BYTS,” “we,” “us” or “our”)
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) by letter dated November 16, 2023, with respect to Amendment
No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”), File No. 333-274464, filed
with the Commission on November 7, 2023. BYTS has filed Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment
No. 3”), together with this letter, via EDGAR submission.

For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to the
Amendment No. 3 unless otherwise specified. Capitalized terms used but not defined herein have the meanings ascribed to them in Amendment
No. 3.

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.

Response: BYTS acknowledges the Staff’s comment and notes that Airship AI has revised its disclosure on pages 115-116 of Amendment No. 3 accordingly.

    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.

Response: BYTS acknowledges
the Staff’s comment and notes that Airship AI has revised its disclosure on pages 115-116 of Amendment No. 3 accordingly.

Please do not hesitate to contact Elliott Smith
at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ White & Case LLP

    White & Case LLP

    cc:
    Samuel Gloor, BYTE Acquisition Corp.

Victor Huang, Airship AI Holdings, Inc.

Loeb & Loeb LLP

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

CORRESP
1
filename1.htm

    November 7, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE Washington, D.C. 20549

    Re: BYTE Acquisition Corp.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed October 18, 2023

    File No. 333-274464

Ladies and Gentlemen:

Set forth below are the responses of BYTE Acquisition
Corp. (the “BYTS,” “we,” “us” or “our”)
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) by letter dated November 2, 2023, with respect to Amendment
No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”), File No. 333-274464, filed
with the Commission on October 18, 2023. BYTS has filed Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment
No. 2”), together with this letter, via EDGAR submission.

For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to the
Amendment No. 2 unless otherwise specified. Capitalized terms used but not defined herein have the meanings ascribed to them in Amendment
No. 2.

Amendment No. 1 to Registration Statement on Form S-4

Certain Projected Financial Information for Airship AI, page 113

    1.
    We note your response to prior comment 10. Please revise to provide a more complete discussion regarding the Market Research or RFI Opportunities in your estimated sales pipeline. Additionally, we note your disclosure that Market Research or RFI opportunities largely consist of formal or informal responses to a customer about needs and requirements and Airship AI’s ability to solve them. Please quantify and clearly discuss the underlying assumptions related to how such “formal or informal responses” are converted into revenue.

Response: BYTS acknowledges the
Staff’s comment and notes that it has revised its disclosure on page 115 of Amendment No. 2 accordingly.

Unaudited Pro Forma Condensed Balance Sheet
as of June 30, 2023, page 187

    2.
    Please revise to label the adjustment that reduces redeemable common stock by $19.26 million as pro forma adjustment (3) rather than pro forma adjustment (1).

Response: BYTS acknowledges the
Staff’s comment and notes that it has revised its disclosure on page 190 of Amendment No. 2 accordingly.

Information About Airship AI, page 214

    3.
    We note your response to prior comment 17. Please expand your disclosure with respect to your other offerings to discuss how your AI models structure data from the various inputs and the specific data points customers receive.

Response: BYTS acknowledges the
Staff’s comment and notes that it has revised its disclosure on pages 217-218 of Amendment No. 2 accordingly.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations of

Airship AI

Key Performance Indicators, page 221

    4.
    We note your revised disclosure and response to prior comment 18. Please explain further how you have historically evaluated your business from a customer standpoint, and whether you have historically tracked any customer related metrics.

Response: BYTS acknowledges the
Staff’s comment and notes that it has revised its disclosure on page 224 of Amendment No. 2 accordingly.

Results of Operations, page 223

    5.
    We note your disclosure that for the six months ended June 30, 2023 one customer accounted for 60% of revenue. Please revise to provide additional discussion regarding the increase in reliance on a single customer. In addition, please tell us whether you are substantially dependent on this customer, and if so, please provide any agreement with them as an exhibit or tell us why it is not required.

Response: BYTS acknowledges the Staff’s comment and notes that it has revised its disclosure on pages 50 and 58 of Amendment No. 2 accordingly.
As indicated in the revised disclosure, the high level of 60% customer concentration for the six months ended June 30, 2023 is not typical.
The primary reason for the increase in reliance on a single customer for the six months ended June 30, 2023 was due to the lag-time in
delivering on a large order received in late 2022 from one division of a customer which was not fulfilled until 2023. Airship AI is not
substantially dependent on this customer or any one customer. Therefore, we do not believe the filing of any agreement with this customer
as an exhibit to the Registration Statement is required.

General

    6.
    We note your disclosure that BYTS no longer needs to have net tangible assets of at least $5,000,001 prior to or upon consummation of the Business Combination. Please revise your registration statement to clarify that this is no longer a condition of the Merger Agreement, including on the cover page and pages 22 and 136. In addition, we note that if the amount in the trust falls below $5,000,001 as a result of redemptions, Airship Pubco would likely also no longer meet the Nasdaq listing standards. At that point it is possible Airship Pubco could become a penny stock. Please revise your cover page and risk factors to clearly discuss the impact that the trust falling below $5,000,001 could have upon your listing on Nasdaq. Please provide clear disclosure that removal of this provision may result in your securities falling within the definition of penny stock, and clearly discuss the risk to the company and investors if your securities were to be considered penny stock.

Response: BYTS acknowledges the
Staff’s comment and respectfully notes that the obligations of all of the parties to consummate the Business Combination remain
conditioned on BYTS having, after giving effect to any redemption of the Public Shares in connection with the transactions contemplated
by the Merger Agreement, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the
Exchange Act) or otherwise being exempt from the provisions of Rule 419 promulgated under the Securities Act. Such condition may
be waived by the parties to the Merger Agreement. In September 2023, BYTS’ shareholders approved an amendment to BYTS’ Amended
and Restated Memorandum and Articles of Association to remove the requirement that BYTS have net tangible assets of at least $5,000,001
prior to or upon consummation of the Business Combination, but the Merger Agreement condition has not been amended or waived at this time.
We have clarified such disclosure on the cover page and pages 23 and 69-70 of Amendment No. 2.

BYTS further notes for the Staff that the Nasdaq Global Market’s
initial and continued listing criteria do not include a net tangible assets requirement. However, BYTS acknowledges that if the net tangible
assets condition to closing under the Merger Agreement is waived by the parties, and if redemptions in connection with the Business Combination
cause BYTS’ net tangible assets to be less than $5,000,001 and Airship Pubco does not meet another exemption from the “penny
stock” rule (such as the Airship Pubco Common Stock being listed on the Nasdaq Stock Market LLC, or the price of the Airship Pubco
Common Stock exceeding $5.00), then the Airship Pubco Common Stock may be a “penny stock” upon closing, which could negatively
affect the trading activity in the Airship Pubco Common Stock in the secondary trading markets. BYTS has revised its disclosure on the
cover page and pages 23 and 69-70 of Amendment No. 2 to clarify this risk.

    2

Please do not hesitate to contact Elliott Smith
at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ White & Case LLP

    White & Case LLP

    cc:
    Samuel Gloor, BYTE Acquisition Corp.

Victor Huang, Airship AI Holdings, Inc.

Loeb & Loeb LLP

3

United States securities and exchange commission logo
November 2, 2023
Samuel Gloor
Chief Executive Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re:BYTE Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 18, 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 October 6, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Projected Financial Information for Airship AI, page 113
1.We note your response to prior comment 10.  Please revise to provide a more complete
discussion regarding the Market Research or RFI Opportunities in your estimated sales
pipeline. Additionally, we note your disclosure that Market Research or RFI opportunities
largely consist of formal or informal responses to a customer about needs and
requirements and Airship AI’s ability to solve them. Please quantify and clearly discuss
the underlying assumptions related to how such "formal or informal responses" are
converted into revenue.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023, page 187
2.Please revise to label the adjustment that reduces redeemable common stock by
$19.26 million as pro forma adjustment (3) rather than pro forma adjustment (1).

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 November 2, 2023 Page 2
 FirstName LastName
Samuel Gloor
BYTE Acquisition Corp.
November 2, 2023
Page 2
Information About Airship AI, page 214
3.We note your response to prior comment 17. Please expand your disclosure with respect
to your other offerings to discuss how your AI models structure data from the various
inputs and the specific data points customers receive.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Airship AI
Key Performance Indicators, page 221
4.We note your revised disclosure and response to prior comment 18. Please explain
further how you have historically evaluated your business from a customer standpoint, and
whether you have historically tracked any customer related metrics.
Results of Operations, page 223
5.We note your disclosure that for the six months ended June 30, 2023 one customer
accounted for 60% of revenue.  Please revise to provide additional discussion regarding
the increase in reliance on a single customer.  In addition, please tell us whether you are
substantially dependent on this customer, and if so, please provide any agreement with
them as an exhibit or tell us why it is not required.
General
6.We note your disclosure that BYTS no longer needs to have net tangible assets of at least
$5,000,001 prior to or upon consummation of the Business Combination. Please revise
your registration statement to clarify that this is no longer a condition of the Merger
Agreement, including on the cover page and pages 22 and 136. In addition, we note that if
the amount in the trust falls below $5,000,001 as a result of redemptions, Airship Pubco
would likely also no longer meet the Nasdaq listing standards. At that point it is possible
Airship Pubco could become a penny stock. Please revise your cover page and risk factors
to clearly discuss the impact that the trust falling below $5,000,001 could have upon your
listing on Nasdaq. Please provide clear disclosure that removal of this provision may
result in your securities falling within the definition of penny stock, and clearly discuss the
risk to the company and investors if your securities were to be considered penny stock.

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 November 2, 2023 Page 3
 FirstName LastName
Samuel Gloor
BYTE Acquisition Corp.
November 2, 2023
Page 3
            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

CORRESP
1
filename1.htm

    October
                                            18, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE Washington, D.C. 20549

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

Ladies and Gentlemen:

Set forth below are the responses of BYTE Acquisition
Corp. (the “Company,” “we,” “us” or “our”)
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) by letter dated October 6, 2023, with respect to the Registration
Statement on Form S-4 (the “Registration Statement”), File No. 333-274464, filed with the Commission on
September 11, 2023. The Company has filed Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”),
together with this letter, via EDGAR submission.

For your convenience, each response is prefaced by the exact text of
the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to the Amendment No. 1 unless
otherwise specified.

Registration Statement on Form S-4, 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.

Response: The Company acknowledges
the Staff’s comment and respectfully notes that, as of the date of the filing of Amendment No. 1, there is no commitment for any
PIPE Financing. The Company has revised its disclosure on the cover page and throughout Amendment No. 1 accordingly.

 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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on the cover page and throughout Amendment No. 1 accordingly.

 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. 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.

Response: The Company acknowledges the Staff’s comment and respectfully
notes that the Company expects the Minimum Cash Condition to be satisfied through the Non-Redemption Agreements. The Company has revised
its disclosure on the cover page and throughout Amendment No. 1 accordingly.

 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.”

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on the cover page and throughout Amendment No. 1 accordingly.

Risk Factors, page 49

 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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 73-75 of Amendment No. 1 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and notes for the
Staff that Airship AI has revised its disclosure on page 49 of Amendment No. 1 to provide the total number of customers for each period
presented and the specific percentage each customer that provided greater than 10% of revenue represented for each period. For the Staff’s
information, Airship AI does not have any master service agreements with its customers. For its government agency customers, Airship AI
must submit and complete standard bidding forms which contain all the applicable terms and conditions for its service offerings. For its
commercial customers, the customers submit detailed purchase orders which generally contain all the key terms and conditions, but such
purchase orders may be supported by separate statements of work for particular projects. No single purchase order is a material contract
under Regulation S-K Item 601(b)(10). Accordingly, Airship AI does not believe it is required to file the purchase orders as exhibits.
However, the disclosure has been revised on page 49 of Amendment No. 1 to describe the material terms of the purchase orders.

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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 71 and 82 of Amendment No. 1 accordingly.

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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 20, 83-84, and 104 of Amendment No. 1 accordingly.

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 $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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 109 and 218 of Amendment No. 1 accordingly.

 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.

Response: The Company
believes that the material assumptions underlying the financial projections include any relevant limitations or other estimates that
would be helpful to investors. Airship AI has expanded the disclosure on page 113 of Amendment No. 1 to provide additional detail
and quantification of the material assumptions related to the sales pipeline report.

    2

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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 15, 87, and 166-174 of Amendment No. 1. Additionally, White &
Case LLP will deliver an opinion that the Domestication should qualify as a reorganization under section 368 of the Internal Revenue
Code of 1986, as amended (the “Code”), and Loeb & Loeb LLP will deliver an opinion that the Merger should qualify as a
reorganization under section 368(a) of the Code. Forms of such opinions have been filed as Exhibits 8.1 and 8.2 to Amendment No. 1.

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).

Response: The Company
acknowledges the Staff’s comment and has revised its disclosure on page 193 of Amendment No. 1 accordingly.

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.

Response: The Company has
set forth below the detailed calculation to support and reflect the recapitalization of
Airship AI through (a) the contribution of all the share capital in Airship AI to Airship Pubco Common Stock, (b) the issuance of
13,693,215 Airship Pubco shares, (c) the forfeiture of an aggregate of 2,269,437 shares in connection with the Parent Support
Agreement consisting of 1,000,000 founder shares to be forfeited at Closing and 1,269,437 of the Share Contribution shares subject
to forfeiture at Closing, (d) the surrender of the Class B Ordinary Share of the Company, and (e) the elimination of the historical
accumulated deficit of the Company of $9.71 million as adjusted and calculated below, of the legal acquiree, consisting of $16.28
million historical accumulated deficit as of June 30, 2023 plus the waived underwriting fee of $11.33 million and transaction costs
totaling $4.76 million.

Class A ordinary shares reconciliation:

    Class B ordinary shares converted to Class A ordinary shares at par
    $ 912

    Issuance of 13,693,215 shares at par
      1,369

    Forfeiture of Sponsor Class A ordinary shares at par
      (227 )

    Total Class A ordinary shares adjustment at par
    $ 2,054

BYTS historical accumulated deficit elimination reconciliation
in millions:

    Historical accumulated deficit
    $ 16.28

    BYTS waived underwriting fee
      (11.33 )

    BYTS transaction cost settled in cash
      2.81

    BYTS transaction cost settled in stock
      3.38

    Accrued transaction cost included in balance sheet
      (1.43 )

    Total eliminated historical accumulated deficit
    $ 9.71

    Less historical Airship capital to be recapitalized
    $ 0.04

    Net impact to additional paid in capital
    $ 9.67

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.

Response: For the Staff’s information, Airship AI considered and determined
not to disclose recurring revenue as a key performance indicator. Historically, a majority of Airship AI’s product revenue consisted
primarily of a bundled hardware and software product and to date it has sold or licensed a minimal amount of standalone software. In the
future, Airship AI expects to see more delivery of its products using a cloud based software solution which will allow it to create additional subscription revenue. As Airship AI grows and increases its product offerings and customer base, Airship AI intends to
consider more advanced key performance indicators such as recurring revenue. Airship AI has revised its disclosure on page 221 of Amendment
No. 1 to provide more detail in this regard.

    3

 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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 214 of Amendment No. 1 accordingly.

 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.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 214 of Amendment No. 1 accordingly.

 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.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 214 of Amendment No. 1 accordingly.

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.

Response: As discussed in response to Comment 14, Airship AI’s product
revenue has consisted primarily of a bundled hardware an

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.

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 October 6, 2023 Page 2
 FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
October 6, 2023
Page 2
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

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 October 6, 2023 Page 3
 FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
October 6, 2023
Page 3
$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.

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 October 6, 2023 Page 4
 FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
October 6, 2023
Page 4
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.

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 October 6, 2023 Page 5
 FirstName LastNameSamuel Gloor
BYTE Acquisition Corp.
October 6, 2023
Page 5
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.

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

United States securities and exchange commission logo
July 6, 2023
Samuel Gloor
Chief Executive Officer and Chief Financial Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re:BYTE Acquisition Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-40222
Dear Samuel Gloor:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
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  June 29, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street NE

Washington, D.C. 20549

Attn:
Jennifer O’Brien and Raj Rajan

Re:  BYTE Acquisition
                                            Corp.

    Form 10-K for Fiscal Year Ended December 31,
                                            2022

    Filed March 31, 2023

    File No. 001-40222

Dear Ms. O’Brien and Mr. Rajan:

On behalf of our client,
BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s
response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities
and Exchange Commission contained in the Staff’s letter dated June 21, 2023, with respect to the above-referenced Form 10-K for
the fiscal year ended December 31, 2022, filed on March 31, 2023.

Form 10-K for the Fiscal Year Ended December
31, 2022

General

 1. We note disclosure in your Form Form 14A filed on February 27, 2023 indicating that your sponsor is
a non-U.S. person and the potential risks of your initial business combination being subject to a review by the Committee on Foreign Investment
in the United States. Please include corresponding disclosure in future periodic reports.

Response: The
Company respectfully acknowledges receipt of the Staff’s comment. In response to the comment of the Staff, the Company confirms
it will include corresponding disclosure in future periodic reports as follows:

“The Company’s
ability to complete an initial business combination with a U.S. target company may be impacted if such initial business combination is
subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in
the United States (“CFIUS”), and ultimately prohibited.

The Sponsor, BYTE Holdings
LP, is a Cayman Islands exempted limited partnership, and is likely to be considered a “foreign person” under the regulations
administered by CFIUS. As such, an initial business combination with a U.S. business may be subject to CFIUS jurisdiction, the scope
of which includes controlling investments (within the meaning of “control” under the CFIUS regulations) as well as certain
non-passive, non-controlling investments in sensitive U.S. businesses meeting certain criteria. If the Company’s potential initial
business combination with a U.S. business falls within CFIUS’s jurisdiction, the parties may determine that they are required to
make a mandatory filing or that they will submit a voluntary filing to CFIUS, or to proceed with the initial business combination without
notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay the
initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination
or recommend that the U.S. president block the initial business combination or order the Company to divest all or a portion of a U.S.
business of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain initial business
combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders. As a result, the pool of
potential targets with which the Company could complete an initial business combination may be impacted, and it may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete its
initial business combination. If the Company cannot complete its initial business combination by September 25, 2023, or such later date
that may be approved by the Company’s shareholders, because the review process extends beyond such timeframe or because the initial
business combination is ultimately prohibited by CFIUS or another U.S. government entity, the Company may be required to liquidate.”

* * *

  United States Securities and Exchange Commission

  June 29, 2023

Please do not hesitate
to contact Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

  Sincerely,

  /s/ White & Case LLP

  White & Case LLP

cc:  Samuel Gloor, BYTE Acquisition Corp.

United States securities and exchange commission logo
June 21, 2023
Samuel Gloor
Chief Executive Officer and Chief Financial Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re:BYTE Acquisition Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-40222
Dear Samuel Gloor:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
General
1.We note disclosure in your Form Form 14A filed on February 27, 2023 indicating that
your sponsor is a non-U.S. person and the potential risks of your initial business
combination being subject to a review by the Committee on Foreign Investment in the
United States.  Please include corresponding disclosure in future periodic reports.

 FirstName LastNameSamuel Gloor
 Comapany NameBYTE Acquisition Corp.
 June 21, 2023 Page 2
 FirstName LastName
Samuel Gloor
BYTE Acquisition Corp.
June 21, 2023
Page 2
            In closing, 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.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Raj Rajan, Staff
Accountant, at 202-551-3388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
November 28, 2022
Danny Yamin
Chief Executive Officer
BYTE Acquisition Corp.
445 Park Avenue, 9th Floor
New York, New York 10022
Re:BYTE Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 17, 2022
File No. 001-40222
Dear Danny Yamin:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Elliott Smith, Esq.

CORRESP
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November 23, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

 Attn: Jeffrey Gabor

Brigitte Lippmann

 Re: BYTE Acquisition
                                            Corp.

 Preliminary  Proxy
                                            Statement

 Filed  November
                                            17, 2022

 File No. 001-40222

Ladies and Gentlemen:

On behalf of our client, BYTE
Acquisition Corp. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of
the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to
the above-referenced preliminary proxy statement filed on November 17, 2022 (the “Proxy Statement”), delivered telephonically
on November 22, 2022.

All page references in the
response set forth below refer to page numbers in the Proxy Statement. Capitalized terms used but not defined herein have the meanings
set forth in the Proxy Statement.

Preliminary Proxy Statement filed November 17, 2022

Questions and Answers About the Extraordinary General Meeting, page
5

 1. Response: The Company has revised the disclosure on page 5 to remove a paragraph that was inadvertently
not deleted, stating the Company’s sponsor is not a “foreign person”. The changes are as shown below.

The Company’s ability to
complete an initial business combination with a U.S. target company may be impacted if such initial business combination is subject to
U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United
States (“CFIUS”), and ultimately prohibited.

United States Securities and Exchange Commission

November 23, 2022

The Sponsor, BYTE Holdings LP
is a Cayman Islands exempted limited partnership. Although entities organized in non-U.S. jurisdictions such as the Cayman Islands
are sometimes considered “foreign persons” under the regulations administered by CFIUS, the Company believes the Sponsor would
not be considered a foreign person because it is ultimately controlled and majority-owned by U.S. nationals.

The Sponsor, BYTE Holdings LP is a Cayman
Islands exempted limited partnership, is likely to be considered a “foreign person” under the regulations administered by
CFIUS. As such, an initial business combination with a U.S. business may be subject to CFIUS jurisdiction, the scope of which
includes controlling investments (within the meaning of “control” under the CFIUS regulations) as well as certain non-passive,
non-controlling investments in sensitive U.S. businesses meeting certain criteria. If the Company’s potential initial business
combination with a U.S. business falls within CFIUS’s jurisdiction, the parties may determine that they are required to make
a mandatory filing or that they will submit a voluntary filing to CFIUS, or to proceed with the initial business combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay the initial business
combination, impose conditions to mitigate national security concerns with respect to such initial business combination or recommend that
the U.S. president block the initial business combination or order the Company to divest all or a portion of a U.S. business
of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain initial business combination
opportunities that it believes would otherwise be beneficial to the Company and its shareholders. As a result, the pool of potential targets
with which the Company could complete an initial business combination may be impacted, and it may be adversely affected in terms of competing
with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government
review, whether by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete its initial business combination.
If the Company cannot complete its initial business combination by March 23, 2023 or by [ ], 2023, if the Extension is approved,
or such later date that may be approved by the Company’s shareholders, because the review process extends beyond such timeframe
or because the initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, the Company may
be required to liquidate. If the Company liquidates, its public shareholders may only receive approximately $[    ] per
share (based on the amount held in the Trust Account as of the Record Date (including interest not previously released to BYTE to pay
its taxes), and assuming the Extension is not approved), and the Company’s warrants will expire worthless. This will also cause
you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price
appreciation in the combined company.

Questions and Answers About the Extraordinary General Meeting, pages
9-10

 2. Response:
                                            The Company has revised the disclosure on pages 9 and 10 to address the SEC’s comment
                                            regarding the risks associated with the possibility of the Company being deemed an investment
                                            company, with additional language marked with an underline.

United States Securities and Exchange Commission

November 23, 2022

How are the
funds in the Trust Account currently being held?

With respect to the
regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed
rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving
SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies;
the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability
of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation
under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration,
asset composition, business purpose and activities.

There is currently
uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete
its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed
our IPO in March 23, 2021 and have operated as a blank check company searching for a target business with which to consummate an initial
business combination since such time (or approximately 18 months after the effective date of our IPO, as of the date of this proxy statement).
If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to
complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company,
our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation
in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust
Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company
Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the
subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, and likely will, on or prior to the 24-month
anniversary of the effective date of the registration statement filed in connection with our IPO (the “IPO Registration Statement”),
should our Company continue to exist to such date, instruct Continental, the trustee with respect to the Trust Account, to liquidate the
U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account
in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation,
we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public
shareholders would receive upon any redemption or liquidation of the Company.

In addition, even
prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company.
The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively
in such securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment
company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities
held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash,
which would further reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

If you have any questions related to this letter,
please do not hesitate to contact Elliott Smith at (212) 819-7644 of White & Case LLP.

Sincerely,

/s/White & Case LLP

White & Case LLP

 cc: Sam Gloor, Chief Financial Officer, BYTE Acquisition Corp.