BYTE Acquisition and Airship AI Holdings announced today a definitive agreement for a business combination. If approved, upon closing the combined company is expected to list on the Nasdaq under the ticker symbol AISP. The transaction is expected to close in the third quarter.
The target is an AI-driven edge video, sensor and data management platform for government agencies and enterprises that gathers unstructured data from surveillance cameras and sensors, applies artificial intelligence analytics, and provides visualization tools to improve decision making in mission critical environments.
BYTE will acquire Airship AI for a pre-money equity value of $225 million. BYTE proposes to issue 22.5 million new shares to current Airship AI investors. Equityholders of Airship AI as of the date of the business combination agreement will also receive the contingent right to receive up to 5 million additional shares, subject to Airship AI’s achievement of the earlier of:
- Share performance milestones: 1st tranche of 2.5 million shares at share price target of $12.50; 2nd tranche of 2.5 million shares at share price target of $15.00, both within five years of closing of business combination;
- Operating performance milestones: 1st tranche of 1.25 million shares on achievement of (a) $39 million of revenue during the period ending on the full calendar quarter immediately following 1 year post-closing of the business combination or (b) the aggregate value of new contract awards with federal law enforcement agencies growing by at least 100% as compared to the year-over-year amount for the twelve-month period ending on the date of the business combination agreement; 2nd tranche of 3.75 million shares on achievement of $100 million of revenue during the period ending on the full calendar quarter immediately following 3 years post-closing of the business combination.
BYTE also agreed to secure $7 million in non-redemption agreements to be executed within 21 business days following the later of the date of the business combination agreement or the delivery of Airship AI’s year-end financials with an unmodified opinion of an independent accounting firm.
Airship AI shareholders will not receive any cash proceeds as part of the transaction and will roll 100% of their equity into the combined company. Assuming no BYTE shareholders exercise their redemption rights, gross proceeds of approximately $25 million will be released to the combined company from the SPAC’s trust account. Read more.
