BYTE Acquisition and Airship AI Holdings announced today the signing of a non-binding letter of intent for a potential business combination at a $290 million pro forma enterprise value — which the companies said assmuems 98% redemptions by the SPAC's shareholders.
Airship AI 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, according to a press release.
The deal includes a 5 million share performance-based Airship AI management earnout based upon the target's achievement of the earlier of:
- Share performance milestones: 50% 1st tranche at $12.50, 50% 2nd tranche at $15.00, both within five years
- Operating performance milestones: 50% of 1st tranche on achievement of $30 million of revenue and $6 million of EBITDA in 2023, balance earned on achievement of $100 million of revenue and $25 million of EBITDA within three years
BYTE has agreed to secure a $4 million pre-transaction bridge. BYTE and Airship AI also intend to jointly raise additional capital via a PIPE. BYTE and Airship AI expect to announce additional details when a definitive merger agreement is executed.
The SPAC is holding a shareholders meeting March 16 to vote on a deadline extension from March 23 to Sept. 25.
BYTE said it entered into non-redemption agreements earlier this week with some of its existing shareholders in support of the extension. The agreements cover 1 million shares whcih the investors will hold through the completion of a merger. In return, BYTE agreed to pay to each non-redeeming shareholder 3.3 cents per share in cash for every month required under the extension period, if it is approved next week.
BYTE raised $300 million in a March 2021 ipo to target companies in the Israeli technology industry.
Airship AI is based in Redmond, WA. Read more.
Source: BYTE Acquisition Inks LOI with Airship AI in Potential 0M Deal