SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Byte Holdings LP

(Last)

(First)

(Middle)

C/O BYTE ACQUISITION CORP.

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BYTE Acquisition Corp. [ BYTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares, par value $0.0001 per share	03/27/2023		C		8,092,313	A	⁽¹⁾	8,092,313	D⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Ordinary Shares, par value $0.0001 per share								1,030,000⁽⁶⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares, par value $0.0001 per share	⁽¹⁾	03/27/2023		C			8,092,313	⁽²⁾	⁽²⁾	Class A Ordinary Shares	8,092,313	$0.00⁽¹⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Byte Holdings LP

(Last)

(First)

(Middle)

C/O BYTE ACQUISITION CORP.

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Byte Holdings GP Corp.

(Last)

(First)

(Middle)

C/O BYTE ACQUISITION CORP.

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Komissarov Vadim

(Last)

(First)

(Middle)

C/O BYTE ACQUISITION CORP

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rozengarten Kobi

(Last)

(First)

(Middle)

C/O BYTE ACQUISITION CORP.

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. In accordance with the amended and restated memorandum and articles of association, as amended (the "Articles") of BYTE Acquisition Corp. (the "Issuer"), the Reporting Person elected to convert its Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), into Class A ordinary shares, par value $0.0001 per share (the "Class A Shares") on a one-for-one basis for no consideration.

2. Pursuant to the Articles, the Class B Shares had no expiration date and were voluntarily convertible into shares of Class A Shares at the Reporting Persons' election at any time and automatically convertible into Class A Shares at the time of the closing of the Issuer's initial business combination, in each case on a one-for-one basis, subject to adjustment.

3. This form is being filed by the following reporting persons: Byte Holdings LP (the "Sponsor") and each of Byte Holdings GP Corp., Vadim Komissaorv and Kobi Rozengarten (and together with the Sponsor, the "Reporting Persons"). Because of the relationships among the Reporting Persons described in footnote 4, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. The securities are held directly by the Sponsor and the members of BYTE Acquisition Corp.'s management team are among the limited partners of the Sponsor. Byte Holdings GP Corp. is the general partner of the Sponsor, and Kobi Rozengarten and Vadim Komissarov are the sole directors of Byte Holdings GP Corp. and share voting and investment discretion with respect to the ordinary shares held of record by the Sponsor.

5. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its respective pecuniary interests.

6. Includes securities underlying 1,030,000 units of the Issuer. Each unit consists of one Class A Share and one-half of one warrant, with each whole warrant exercisable to purchase one Class A Share beginning 30 days after the completion of the Issuer's initial business combination.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Audrey Bae, Attorney-in-Fact for Byte Holdings LP	05/08/2023
	/s/ Audrey Bae, Attorney-in-Fact for Byte Holdings GP Corp.	05/08/2023
	/s/ Audrey Bae, Attorney-in-Fact for Vadim Komissarov	05/08/2023
	/s/ Audrey Bae, Attorney-in-Fact for Kobi Rozengarten	05/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Byte Holdings Lp