UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): March 12, 2024
Bite Acquisition
Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
001-40055 |
85-3307316 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
720 N. State Street
Chicago, IL |
60654 |
| (Address of principal executive offices) |
(Zip Code) |
(347) 685-5236
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| |
|
|
|
|
| Units, each consisting of one share of common stock, par value $0.0001 per share and one-half of one warrant |
|
BITE.U |
|
NYSE American LLC |
| |
|
|
|
|
| Common stock, par value $0.0001 per share |
|
BITE |
|
NYSE American LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 |
|
BITE WS |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
As
previously disclosed, on April 29, 2023, Bite Acquisition Corp., a Delaware corporation (“Bite”),
Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (“Above Food”),
2510169 Alberta Inc., an Alberta corporation and a direct, wholly owned subsidiary of Above Food (“TopCo”),
and Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TopCo (“Merger Sub”),
entered into a business combination agreement (the “Business Combination Agreement,”
and transactions contemplated therein, the “Proposed Transaction”), pursuant to which Bite and Above Food agreed to combine
in a business combination that will result in each of Bite and Above Food becoming a wholly owned subsidiary of TopCo. Capitalized terms
used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination
Agreement, a copy of which is filed as Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission (“SEC”)
on May 4, 2023.
On
March 12, 2024, Bite, Above Food, TopCo and Merger Sub entered into an amendment to the Business Combination Agreement (“Amendment
No. 1”) to, among other things, (i) remove the imposition of vesting conditions on 1,100,000 TopCo Common Shares to be issued to
the Sponsor at the Closing, and remove all references to the defined terms “Earnout Shares” and “Sponsor Earnout Shares,”
and (ii) revise the fiscal years to be used for measuring the Adjusted EBITDA of TopCo for purposes of determining the vesting
of Company Earnout Shares from the fiscal years ending January 31, 2024 and January 31, 2025 to the fiscal years ending January 31, 2025
and January 31, 2026.
The
foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the terms and conditions
of Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Additional Information
and Where to Find It
In
connection with the Proposed Transaction, TopCo filed with the SEC a preliminary proxy statement/prospectus on October 16, 2023 (as amended,
the “Proxy/Registration Statement”). After the Proxy/Registration Statement is declared effective, Bite will mail a definitive
proxy statement/prospectus relating to the Proposed Transaction to its stockholders. Bite stockholders and other interested persons
are advised to read, when available, the preliminary proxy statement/prospectus included in the Proxy/Registration Statement and the amendments
thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Proposed Transaction, as these
materials will contain important information about Bite, Above Food, TopCo, Merger Sub and the Proposed Transaction. When available, the
definitive proxy statement/prospectus will be mailed to Bite stockholders as of a record date to be established for voting on the Proposed
Transaction.
Bite’s
stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request
to: Bite Acquisition Corp., 720 N. State Street, Chicago, IL 60654, Attention: Alberto Ardura González or by email at alberto@biteacquisitioncorp.com.
Participants in
Solicitation
Bite,
Above Food, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Bite
stockholders with respect to the Proposed Transaction. Bite stockholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Bite in Bite’s Annual Report on Form 10-K, filed with the SEC
on March 11, 2024, which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding
the participants in the proxy solicitation and a description of their direct interests, by security holdings or otherwise, is set forth
in the Proxy/Registration Statement and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Stockholders,
potential investors and other interested persons should read the Proxy/Registration Statement carefully before making any voting or investment
decisions. These documents, when available, can be obtained free of charge from the sources indicated above.
Cautionary Statement
Regarding Forward-Looking Statements
Certain
statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or events that are not statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of
market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and
on the current expectations of Above Food’s and Bite’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Above Food and
Bite. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign
business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the
Proposed Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company, the expected benefits of the Proposed Transaction or that the approval of
the stockholders of Bite or Above Food is not obtained, any of the other conditions to closing are not satisfied or that events or other
circumstances give rise to the termination of the business combination agreement relating to the Proposed Transaction; (iii) changes to
the structure of the Proposed Transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition
to obtaining the necessary regulatory approvals; (iv) the ability to meet stock exchange listing standards before and following the consummation
of the Proposed Transaction; (v) the risk that the Proposed Transaction disrupts current plans and operations of Above Food as a result
of the announcement and consummation of the Proposed Transaction; (vi) failure to realize the anticipated benefits of the Proposed Transaction,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key employees; (vii) costs related to the Proposed Transaction;
(viii) changes in applicable law or regulations; (ix) risks relating to the uncertainty of the projected financial information with respect
to Above Food; (x) the outcome of any legal proceedings that may be instituted against Bite or Above Food; (xi) the effects of competition
on Above Food’s future business; (xii) the impact of the COVID-19 pandemic on Above Food’s business; (xiii) the ability of
Bite or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Transaction
or in the future; (xiv) the enforceability of Above Food’s intellectual property rights, including its copyrights, patents, trademarks
and trade secrets, and the potential infringement on the intellectual property rights of others; (xv) Above Food’s ability to execute
its planned acquisition strategy, including to successfully integrate completed acquisitions and realize anticipated synergies; and (xvi)
those factors discussed under the heading “Risk Factors” in Bite's Annual Report on Form 10-K for the fiscal year ended December
31, 2023, filed with the SEC on March 11, 2024, the Proxy/Registration Statement and other documents filed, or to be filed, by Bite and/or
New Above Food with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that none of Bite or Above Food presently
know or that Bite or Above Food currently believe are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking statements reflect Bite’s and Above Food’s expectations, plans
or forecasts of future events and views as of the date of this Current Report on Form 8-K. Bite and Above Food anticipate that subsequent
events and developments may cause Bite’s and Above Food’s assessments to change. However, while Bite and Above Food may elect
to update these forward-looking statements at some point in the future, Bite and Above Food specifically disclaim any obligation to do
so. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Accordingly, undue reliance
should not be placed upon the forward-looking statements. Certain market data information in this Current Report on Form 8-K is based
on the estimates of Above Food and Bite management. Above Food and Bite obtained the industry, market and competitive position data used
throughout this Current Report on Form 8-K from internal estimates and research as well as from industry publications and research, surveys
and studies conducted by third parties. Above Food and Bite believe their estimates to be accurate as of the date of this Current Report
on Form 8-K. However, this information may prove to be inaccurate because of the method by which Above Food or Bite obtained some of the
data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of
raw data and the voluntary nature of the data gathering process.
No Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange
Act of 1934, as amended. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell
any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any offer, solicitation
or sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
No Assurances
There
can be no assurance that the Proposed Transaction will be completed, nor can there be any assurance, if the Proposed Transaction is completed,
that the potential benefits of combining the companies will be realized.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
BITE Acquisition Corp. |
| |
|
| |
By: |
/s/ Alberto Ardura González |
| |
|
Name: Alberto Ardura González |
| |
|
Title: Chief Executive Officer and Chairman of the Board |
Date: March 13, 2024
Exhibit 2.1
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 1 TO BUSINESS
COMBINATION AGREEMENT (this “Amendment”), dated as of March 12, 2024, is made by and among Bite Acquisition Corp.,
a Delaware corporation (“SPAC”), Above Food Corp., a Saskatchewan corporation (the “Company”), Above
Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), an Alberta corporation and a direct, wholly owned subsidiary of the Company
(“TopCo”), and Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TopCo (“Merger
Sub”). SPAC, the Company, TopCo and Merger Sub are referred to herein collectively as “Parties”. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined
below).
WHEREAS, the Parties previously
entered into that certain Business Combination Agreement, dated as of April 29, 2023 (as it may be amended, restated or otherwise modified
from time to time in accordance with its terms, the “Business Combination Agreement”); and
WHEREAS, the Parties desire
to amend the Business Combination Agreement in certain respects as described in this Amendment.
NOW, THEREFORE, in consideration
of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Amendment to the Business Combination Agreement.
(a) Amendments to Section 1.1. Section 1.1 of the Business Combination Agreement is hereby amended to delete the defined terms
“Earnout Shares” and “Sponsor Earnout Shares” in their entirety. The definition of “Diluted Company Shares”
in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“Diluted Company Shares”
means, as of immediately prior to the Share Exchange Effective Time, the sum, without duplication, of (a) the aggregate number of all
(i) issued and outstanding Company Shares, including the Company Bonus Shares, as of March 12, 2024 (ii) Company Common Shares issuable
upon exercise of the Company In-The-Money Vested Options (assuming exercise on a cashless basis), (iii) Company Common Shares issuable
upon settlement of the Company RSUs, (iv) Company Common Shares issuable upon exercise of the Company In-the-Money Warrants, plus (b)
the aggregate number of Company Common Shares equal to (i) the ANF Purchase Consideration Shares divided by (ii) the ratio determined
by dividing the Company Shareholder Transaction Consideration by the number of Company Shares set forth in subsection (a) (and excluding,
for the avoidance of doubt, subsections (b) and (c)) plus (c) the aggregate number of Company Common Shares equal to (i) the aggregate
number of TopCo Common Shares issued as Convertible Loan PIK Interest Shares divided by (ii) the ratio determined by dividing the Company
Shareholder Transaction Consideration by the number of Company Shares set forth in subsection (a) (and excluding, for the avoidance of
doubt, subsections (b) and (c)).
(b) Amendments to Section 1.2. Section 1.2 of the Business Combination Agreement is hereby amended to delete references to the
defined terms “Sponsor First Tranche Earnout Shares” and “Sponsor Second Tranche Earnout Shares” in their entirety.
(c) Amended
and Restated Section 2.3(h). Section 2.3(h) of the Business Combination Agreement is hereby amended and restated in its entirety
as follows:
“(h) Treatment of SPAC
Common Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of SPAC, TopCo, Merger Sub,
the Company or the holders of SPAC Common Stock, each issued and outstanding share of SPAC Common Stock (other than the shares of SPAC
Common Stock that will be cancelled pursuant to Section 2.3(j) and after giving effect to the SPAC Share Redemption) shall be automatically
converted into and exchanged for the right to receive one (1) TopCo Common Share (the “SPAC Per Share Merger Consideration”),
following which each SPAC Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist by
virtue of the Merger, and each holder of SPAC Common Stock issued and outstanding immediately prior to the Merger Effective Time shall
thereafter cease to have any rights with respect to the shares of SPAC Common Stock, except as provided herein or by applicable Law. TopCo
shall use commercially reasonable efforts to cause the TopCo Common Shares issued pursuant to this Section 2.3(h) to be issued
in book-entry form as of the Merger Effective Time. In accordance with Section 262(b) of the DGCL, no appraisal rights will be available
to holders of SPAC Common Stock in connection with the Merger.”
(d) Amended and Restated Section 2.8. Section 2.8 of the Business Combination Agreement is hereby amended and restated in its
entirety as follows:
“Section 2.8 Earnout
Shares.
(a) At
the Share Exchange Effective Time, on the terms and subject to the conditions set forth in this Agreement and the Plan of Arrangement,
each Company Shareholder shall be entitled to receive the portion of the Company Earnout Shares to which he, she or it is entitled in
accordance with the Allocation Schedule, Section 2.6 and this Section 2.8.
(b) From
and after the Closing, a number of Company Earnout Shares shall be issued upon exercise of Assumed Warrants, converted into TopCo Common
Shares and/or redeemed, as follows:
(i) if
at any time during the Earnout Period, (x) on any twenty (20) Trading Days within any thirty (30) Trading Day period, the Trading
Price of the TopCo Common Shares is greater than or equal to $12.50 (as adjusted for share splits, reverse share splits,
sub-divisions, rights issuances, stock dividends, reorganizations, recapitalizations and other similar transactions), (y) the
Adjusted EBITDA of TopCo for the fiscal year ending January 31, 2025 is greater than or equal to $21,200,000 based on the audited
consolidated financial statements for such period or (z) there occurs any transaction resulting in a Change of Control with a
valuation of the TopCo Common Shares that is greater than or equal to $12.50 per TopCo Common Share (such value per share to be
calculated without giving effect to the conversion of any applicable Company Earnout Shares) (any such event, a “First
Tranche Earnout Target”), then, upon the earlier First Tranche Earnout Target to occur, all of the TopCo Class A Earnout
Shares shall automatically be converted into TopCo Common Shares; provided that the TopCo Class A Earnout Shares shall
convert into TopCo Common Shares only once upon the earlier occurrence of one of the First Tranche Earnout Targets and, thereafter
no additional TopCo Class A Earnout Shares shall convert into TopCo Common Shares under this Section 2.8(b)(i).
(ii) if
at any time during the Earnout Period, (x) on any twenty (20) Trading Days within any thirty (30) Trading Day period, the Trading Price
of the TopCo Common Shares is greater than or equal to $15.00 (as adjusted for share splits, reverse share splits, sub-divisions, rights
issuances, stock dividends, reorganizations, recapitalizations and other similar transactions), (y) the Adjusted EBITDA of TopCo for the
fiscal year ending January 31, 2026 is greater than or equal to $32,900,000 based on the audited consolidated financial statements for
such period, or (z) there occurs any transaction resulting in a Change of Control with a valuation of the TopCo Common Shares that is
greater than or equal to $15.00 per TopCo Common Share (such value per share to be calculated without giving effect to the conversion
of any applicable Company Earnout Shares) (any such event, a “Second Tranche Earnout Target”), then, upon the earlier
Second Tranche Earnout Target to occur, all of the TopCo Class B Earnout Shares shall automatically be converted into TopCo Common Shares;
provided that the TopCo Class B Earnout Shares shall convert into TopCo Common Shares only once upon the earlier occurrence of
one of the Second Tranche Earnout Targets and, thereafter no additional TopCo Class A Earnout Shares shall convert into TopCo Common Shares
under this Section 2.8(b)(ii).
(iii) upon
exercise of an Assumed Warrant during the Earnout Period, TopCo shall issue to the holder thereof the Company Earnout Shares allocated
thereto pursuant to Section 2.5(a)(vi); provided that (x) no TopCo Class A Earnout Shares or TopCo Class B Earnout Shares
will be issuable to holders of Assumed Warrants upon exercise thereof if, prior to such exercise, the Company Earnout Shares are redeemed
pursuant to Section 2.8(b)(iv), (y) no TopCo Class A Earnout Shares will be issuable to holders of Assumed Warrants upon exercise
thereof if, prior to such exercise, the First Tranche Earnout Target has been achieved and (z) no TopCo Class B Earnout Shares will be
issuable to holders of Assumed Warrants upon exercise thereof if, prior to such exercise, the Second Tranche Earnout Target has been achieved;
(iv) if
(y) there occurs any transaction resulting in a Change of Control and the applicable valuation of the TopCo Common Shares (such value
per share to be calculated without giving effect to the conversion of any applicable Company Earnout Shares) is less than the respective
dollar values set forth in Section 2.8(b)(i) and Section 2.8(b)(ii) above or (z) any Company Earnout Share has not been
converted into TopCo Common Shares on the last date of the Earnout Period, then each such Earnout Share shall automatically be cancelled
or redeemed, without any action or consent on the part of the holders of Company Earnout Shares, and without any consideration paid to
any holder of Company Earnout Shares, except in the case of TopCo Class A Earnout Shares and TopCo Class B Earnout Shares, which shall
be redeemed at a price of US$0.00000000001 per TopCo Class A Earnout Share or TopCo Class B Earnout Share.
(c) TopCo
shall take such actions as are reasonably requested by any holder of Company Earnout Shares, as applicable, to evidence the
issuances to or ownership by him, her or it of TopCo Common Shares pursuant to this Section 2.8, including through the
provision of an updated securities registry showing such issuances (as certified by an officer of TopCo responsible for maintaining
such registry or the applicable registrar or transfer agent of TopCo).
(d) In
the event TopCo shall at any time during the Earnout Period effect a subdivision or consolidation of the outstanding TopCo Common Shares
into a greater or lesser number of TopCo Common Shares, then (i) any Company Earnout Shares that have not converted into TopCo Common
Shares shall be subdivided or consolidated in the same manner and (ii) the dollar values set forth in Section 2.8(b)(i) and Section
2.8(b)(ii) above shall be adjusted accordingly to provide to the Company Shareholders the same economic effect as contemplated by
this Agreement prior to such corporate event.
(e) During
the Earnout Period, TopCo shall take all reasonable efforts for TopCo to remain listed as a public company on, and for the TopCo Common
Shares (including, for the avoidance of doubt, the TopCo Common Shares issuable in accordance with this Section 2.8) to be tradable
over, the NYSE or Nasdaq, as applicable; provided, however, the foregoing shall not limit TopCo from consummating a Change
of Control or entering into a Contract that contemplates a Change of Control. Subject to the terms hereof, upon the consummation of any
Change of Control during the Earnout Period, other than as set forth in Section 2.8(b)(iv) above, TopCo shall have no further obligations
pursuant to this Section 2.8(e).
(f) Maximum
Earnout Shares. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreements, the aggregate number of TopCo
Common Shares issuable pursuant to this Section 2.8 on conversion of Company Earnout Shares that are issued in exchange for Company
Common Shares at the Share Exchange Effective Time shall not exceed 6,114,620 TopCo Common Shares, as adjusted for share splits, reverse
share splits, sub-divisions, rights issuances, stock dividends, reorganizations, recapitalizations and other similar transactions.”
2. Effect of Amendment. Except as set forth herein, all other terms and provisions of the Business Combination Agreement shall
remain unchanged and in full force and effect. On and after the date hereof, each reference in the Business Combination Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a reference to the Business
Combination Agreement as amended or otherwise modified by this Amendment.
3. Construction. This Amendment shall be governed by all provisions of the Business Combination Agreement unless context requires
otherwise, including all provisions concerning construction, enforcement and governing law.
4. Entire Agreement. This Amendment together with the Business Combination Agreement and the other agreements referenced herein
constitute the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersede all prior or contemporaneous
understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. In the event of a conflict between the terms of the Business Combination Agreement,
on the one hand, and this Amendment, on the other hand, the terms of this Amendment shall prevail.
5. Counterparts.
This Amendment may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as
if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of
executed counterparts of this Amendment transmitted by electronic transmission (including by email or in .pdf format) or facsimile as
well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures
and shall be considered original executed counterparts of this Amendment.
[Signature Page Follows.]
IN WITNESS WHEREOF, the Parties
have caused this Amendment to be executed as of the date first written above.
| SPAC: |
BITE ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Alberto Ardura González |
| |
Name: Alberto Ardura González |
| |
Title: Chief Executive Officer |
| |
|
| COMPANY: |
ABOVE FOOD CORP. |
| |
|
| |
By: |
/s/ Lionel Kambeitz |
| |
Name: Lionel Kambeitz |
| |
Title: President |
| |
|
| TOPCO: |
ABOVE FOOD INGREDIENTS INC. |
| |
|
| |
By: |
/s/ Lionel Kambeitz |
| |
Name: Lionel Kambeitz |
| |
Title: Chief Executive Officer |
| |
|
| MERGER SUB: |
ABOVE MERGER SUB, INC. |
| |
|
| |
By: |
/s/ Lionel Kambeitz |
| |
Name: Lionel Kambeitz |
| |
Title: President |
[Signature Page to Amendment No. 1 to Business
Combination Agreement]
Bite Acquisition (NYSE:BITE)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Bite Acquisition (NYSE:BITE)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024
