United States securities and exchange commission logo





                               November 14, 2023

       Lionel Kambeitz
       Chief Executive Officer
       Above Food Ingredients Inc.
       2305 Victoria Avenue #001
       Regina, Saskatchewan, S4P 0S7

                                                        Re: Above Food
Ingredients Inc.
                                                            Registration
Statement on Form F-4
                                                            Filed October 16,
2023
                                                            File No. 333-275005

       Dear Lionel Kambeitz:

                                                        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 F-4 filed October 16, 2023

       Financial Statement Presentation, page 1

   1.                                                   We note the financial
statements of New Above Food have not been included in the
                                                        filing. We also note
the registrant is a foreign private issuer and will succeed to a business
                                                        for which financial
statements are included in the Form F-4. Please explain how you
                                                        determined financial
statements of the registrant are not required pursuant to Item 14(h) of
                                                        Form F-4. To the extent
the registrant has not commenced operations and has been in
                                                        existence for less than
a year, an audited balance sheet that is no more than nine
                                                        months old may be
sufficient.
   2.                                                   Please provide updated
financial statements and related disclosures for both Above Food
                                                        and Bite to the extent
required by the form requirements of Form F-4.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
              2023      Food Ingredients Inc.
November
Page 2    14, 2023 Page 2
FirstName LastName
Industry and Market Data, page 1

3.       We note your disclosure that you obtained some of the market and
industry data included
         in the registration statement from various third-party sources and
that you have not
         independently verified the data. This statement appears to imply a
disclaimer of
         responsibility for this information in the registration statement.
Please either revise this
         section to remove such implication or specifically state that you are
liable for all
         information in this registration statement.
What conditions must be satisfied to complete the Business Combination, page 19

4.       We note that the parties may waive certain closing conditions
including, but not limited
         to, Available Cash Condition. Please amend your disclosure to clarify
which material
         conditions to closing are waivable, and tell us how you will inform
investors if and/or
         when a material provision has been waived.
Questions and Answers about the Special Meeting and the Proposals
What interests do Bite's current officers and directors have in the Business
Combination, page 22

5.       The third bullet appears to be inconsistent with your disclosure on
page 77
         that approximately $1,715,000 was outstanding in out-of-pocket expense
reimbursements.
         Please advise or revise.
6.       Please revise to disclose the amount that the Sponsor paid per share
for the Founder
         Shares.
Summary of the Registration Statement/Proxy Statement, page 31

7.       Please revise this section to describe the expected sources and use of
funds in connection
         with the business combination.
8.       Please provide your organizational chart outlining your post-business
combination
         corporate structure and illustrating the relationships of the various
entities discussed
         throughout the registration statement in this section. Please include
the security and
         percentage of voting interests that each entity/group of shareholders
will have in each
         entity following the business combination.
Risk Factors, page 43

9.       Please disclose whether you are subject to material cybersecurity
risks in your supply
         chain based on third-party products, software, or services used in
your products, services,
         or business and how a cybersecurity incident in your supply chain
could impact your
         business. Discuss the measures you have taken to mitigate these risks.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
              2023      Food Ingredients Inc.
November
Page 3    14, 2023 Page 3
FirstName LastName
Background of the Business Combination, page 115

10.      We note your disclosure on page 118 that a draft of the Convertible
Loan Agreement was
         delivered on December 26, 2023. Please revise.
11.      We note your disclosure that ATB Capital Markets has been acting as
co-lead placement
         agent in connection with the PIPE Financing, and EarlyBird is acting
as a financial
         advisor to Bite. Please state whether ATB Capital Markets and
EarlyBird will receive
         fees and expense reimbursements in connection with these roles. If so,
please disclose the
         fees payable to ATB Capital Markets and EarlyBird.
12.      Please revise your disclosure in this section to include negotiations
relating to material
         terms of the transaction, including, but not limited to, valuation,
structure, consideration,
         amount of the PIPE, proposals and counter-proposals, and the minimum
cash amount. In
         your revised disclosure, please explain the reasons for the terms,
each party   s position on
         the issues, and how you reached agreement on the final terms.
Resignation of BMO, page 121

13.      Please provide us with the engagement letter between Bite and BMO
Capital Markets
         Corp. We note your disclosure regarding ongoing obligations of the
Company pursuant to
         the engagement letter that will survive the termination of the
engagement. Please disclose
         whether there are any other obligations, such as rights of first
refusal and lockups, and
         discuss the impacts of those obligations on the Company in the
registration statement.
Certain Above Food Projected Financial Information, page 125

14.      We note your projections are based on "assumptions that Above Food
management
         believed to be material." Please revise to provide greater specificity
concerning the
         material assumptions underlying your projections, including
quantifying the assumptions,
         and clearly explain how the assumptions relate to the projected
information.
Unaudited Pro Forma Condensed Combined Financial Information, page 131

15.      We note your disclosure on page 133 that the maximum redemption
assumes the
         redemption of 1,450,000 shares so that the trust account would hold
the minimum cash
         required to satisfy the Available Cash Condition. Please revise your
disclosures to more
         clearly explain how the number of shares was calculated. Please also
disclose whether
         there are any circumstances under which the Available Cash Condition
can be waived,
         and, if it can, please explain how and why you determined the current
presentation
         actually presents the maximum redemption scenario.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
              2023      Food Ingredients Inc.
November
Page 4    14, 2023 Page 4
FirstName LastName
16.      Please revise the pro forma financial statements to address the
following:
             Refer to transaction adjustment 2. Explain how you determined it
is appropriate to
             record anticipated transaction costs in accounts payable rather
than as a reduction to
             cash. Specifically disclose what, if any, arrangements or
negotiations you have had
             with third parties to extend the repayment for these costs. Also,
explain how
             you determined none of the anticipated costs are required to be
recorded in the pro
             forma statement of operations.
             Refer to transaction adjustment 3. More fully explain how you
determined the
             appropriate accounting for the A and B Earnout shares and the
Sponsor Earnout
             shares. Specifically address what entity the disclosed assumptions
relate to and how
             they were determined. Also, more fully explain how you determined
the gain
             recorded in the pro forma statement of operations and provide a
sensitivity analysis to
             disclose the potential impact of changes in your stock price.
             Refer to transaction adjustment 4. Based on the last sentence of
the note, is it not
             clear why the adjustment to cash for the issuance of convertible
debt subsequent to
             1/31/23 is reduced for interest expense or why additional interest
expense is recorded
             in the pro forma statement of operations. Clarify or revise.
             Refer to transaction adjustment 10. More fully explain how you
determined the terms
             of the warrant exchange, including if and how you determined the
estimated fair
             values of the warrants before and after the warrant exchange.
Specifically address
             what entity the disclosed assumptions relate to and how they were
determined. Also,
             more fully explain how you determined the gain recorded in the pro
forma statement
             of operations and provide a sensitivity analysis to disclose the
potential impact of
             changes in your stock price.
             The pro forma financial statements appear to include shares to be
issued to acquire
             the remaining interest in ANF and shares to be issued to acquire
NRGene; however,
             they do not appear to reflect the pro forma impact of either
acquisition. Clarify or
             revise.
             Due to the fact that assets in the trust account are assumed to be
released as of 2/1/22,
             it is not clear why you have not recorded an adjustment to the pro
forma statement of
             operations to eliminate the interest income earned on the trust
account reflected in
             Bite   s historical financial statements. Clarify or revise.
             Provide a pro forma note to explain how the weighted average
shares outstanding
             used to compute pro forma net losses per share were determined and
to disclose the
             numbers and nature of the securities excluded from pro forma
diluted losses per share
             because they are anti-dilutive.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
              2023      Food Ingredients Inc.
November
Page 5    14, 2023 Page 5
FirstName LastName
Comparative Share Information, page 146

17.      Please clarify if amounts are presented in CAN $ or US $. Please also
clarify or revise the
         two headings related to Bite, which appear to be identical, and more
fully explain how the
         book value per share amounts are calculated, including if they are
calculated using the
         number of shares outstanding as of the date presented and if and/or
how redeemable
         shares are treated.

Description of Business, page 169

18.      We note your disclosure on page 47 regarding your collaboration
arrangements. Please
         revise this section to disclose the nature of your collaboration
arrangements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Above Food
Results of Operations, page 203

19.      We note throughout the discussion of results of operations you
attribute changes in each
         financial statement line item to numerous causal factors. Please
revise your disclosures to
         provide a more detailed and granular discussion that provides greater
transparency into the
         material components and potential variability of your revenue, cost of
sales, and operating
         losses during the periods presented. For example, for each financial
statement line item
         where you attribute changes to multiple components you should:
             Identify and quantify each individually significant component;
             Quantify the change in each respective component during each
period; and
             Discuss the reasons for changes in each components identified.
         To facilitate a clear and comprehensive understanding, please consider
providing tabular
         information to supplement your discussion and analysis. For example,
please expand your
         discussion of revenue to quantify the impact that acquisitions,
changes in volumes sold,
         and changes in commodity prices had during each period. In this
regard, we note you
         quantify volume growth but absent understanding changes in prices
relative to changes
         in volumes, it is not clear how much the disclosed volume growth
impacted revenue. It is
         also not clear how much the mark-to-market and foreign exchange losses
impacted gross
         profit or the reasons why such losses occurred.
Segment Information , page 205

20.      Please revise your disclosures to more fully address the specific
facts and circumstances
         that resulted in the following:
             Increases in realized and unrealized losses on forward commodity
contracts and
              foreign exchange during FY 2023;
             Impairment losses on goodwill and intangible assets in FY 2023;
and
             Increases in employee headcount and professional fees during FY
2023.
 Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 6
Liquidity and capital resources, page 206

21.      Please revise your disclosures to more fully explain how you intend to
service your debt
         classified in current liabilities based on the related repayment terms
or current debt
         covenant violations. Please specifically address your plans to repay
debt, refinance debt,
         extend debt terms, cure debt covenant violations, and/or obtain
waivers. Please also
         address the potential risks and consequences if these plans are not
successful.
Material U.S. Federal Income Tax Considerations of the Business Combination,
page 260

22.      We note your disclosure that it is intended that the business
combination qualify as a
         transaction described in Section 351(a) and thus not a taxable
transaction.
         Please revise your disclosures here to more clearly state counsel's
tax opinion on the
         business combination. Also, state in your disclosure here that the
discussion is the opinion
         of tax counsel and identify counsel. Whenever there is significant
doubt about the tax
         consequences of the transaction, it is permissible for the tax opinion
to use    should    rather
         than    will,    but counsel providing the opinion must explain why it
cannot give a    will
         opinion and describe the degree of uncertainty in the opinion. Please
refer to Sections
         III.B and C of Staff Legal Bulletin 19.

Consolidated Financial Statements - Above Food Corp.
Note 2. Summary of Significant Accounting Policies
Revenue, page F-56

23.      Please revise your disclosure that indicates revenue from commodity
contracts is
         recognized at a point in time by transferring control of the commodity
to the customer to
         clarify when and how control transfers.
Note 4. Acquisitions and dispositions, page F-61

24.    Notwithstanding your disclosures in the pro forma financial statements,
based on the
       numerous acquisitions that have occurred during the most recent fiscal
year and
       subsequent interim period and that appear to be probable, please
demonstrate to us how
FirstName LastNameLionel Kambeitz
       you determined, individually and in the aggregate, that no additional
financial statements
Comapany    NameAbove
       are required     Food
                    by Rule   Ingredients
                            3-05          Inc. S-X.
                                 of Regulation
November 14, 2023 Page 6
FirstName LastName
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
              2023      Food Ingredients Inc.
November
Page 7    14, 2023 Page 7
FirstName LastName
Note 14. Derivative instruments , page F-70

25.      Please provide the disclosures required by ASC 815-10-50-4A(b) or
explain how you
         determined the current disclosures are adequate.
Note 19. Segment information, page F-77

26.      Please provide the disclosures required by ASC 280-10-50-22, including
the amounts of
         revenue attributable to each reportable segment during each period
presented and, if
         applicable, the disclosures required by ASC 280-10-50-30(a). Please
also
         provide the disclosures required by ASC 280-10-50-41(b), in this
regard, based on
         disclosures under Business, it appears you may have long-lived assets
in Canada and in
         the United States.

Note 20. Revenue, page F-77

27.      We note your disclosures of disaggregated revenue based on revenue
recognized under
         different accounting guidance. Please revise your disclosures to
comply with ASC 606-
         10-50-6. Please also tell us your consideration of disclosing revenue
from external
         customers for each product category based on your disclosures on page
205 and the
         requirements of ASC 606-10-55-90.
Note 21. Fair value measurements, page F-78

28.      Please provide the disclosures required by ASC 820-10-50-2(bbb) and
(g) or explain how
         you determined the current disclosures are adequate.
General

29.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
30.      We note your disclosure that the Sponsor "may" purchase Bite common
stock from
 Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 8
         institutional and other investors for the purpose of increasing the
likelihood of approval of
         the Business Combination Proposal. Please provide your analysis on how
such potential
         purchase would comply with Rule 14e-5.
31.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
32.      Please revise your conflicts of interest discussion to clarify how the
board considered
         those conflicts in negotiating and recommending the business
combination.
33.      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.
34.      We note that certain shareholders agreed to waive their redemption
rights. Please describe
         any consideration provided in exchange for this agreement.
35.      Please revise your disclosure to state whether your charter waived the
corporate
         opportunities doctrine. If waived, explicitly state that and address
this as a potential
         conflict of interest, and state whether it impacted your search for an
acquisition target.
36.    It appears that underwriting fees remain constant and are not adjusted
based on
FirstName LastNameLionel Kambeitz
       redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
Comapany    NameAbove
       percentage          Food
                    basis for    Ingredients
                              shares         Inc.
                                     at each redemption level presented in your
sensitivity analysis
       related
November    14, to dilution.
                 2023  Page 8
FirstName LastName
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
              2023      Food Ingredients Inc.
November
Page 9    14, 2023 Page 9
FirstName LastName
37.      Please disclose whether and how your business, lines of service,
projects, or operations
         are materially impacted by supply chain disruptions. For example,
discuss whether you
         have or expect to:
             Suspend the production, purchase, sale or maintenance of certain
items;
             Experience higher costs due to constrained capacity or increased
commodity prices of
             challenges sourcing materials;
             Experience surges or declines in consumer demand for which you are
unable t4o
             adequately adjust your supply; or
             Be unable to supply products at competitive prices or at all due
to export restrictions
             or sanctions.
         Explain whether and how you have undertaken efforts to mitigate and
where possible,
         quantify the impact to your business.
38.      Please acknowledge that there are risks presented to investors by
taking the company
         public through a merger rather than an underwritten offering. These
risks could include
         the absence of due diligence conducted by an underwriter that would be
subject to strict
         liability for any material misstatements or omissions in a
registration statement.
39.      Please provide us with any correspondence between BMO Capital Markets
Corp. and Bite
         Acquisition Corp. relating to BMO Capital Markets Corp.'s resignation.
40.      We note that you are registering the primary issuance of New Above
Food Common
         Shares underlying the Promissory Note Conversion and Convertible Loan
Agreement.
         Please note that a transaction that commenced privately cannot be
converted to a
         registered offering. Please revise or provide your analysis as to why
you believe you are
         eligible to register the primary issuance of the underlying common
shares to the
         Promissory Note Conversion and Convertible Loan Agreement as the
overlying securities
         appear to have been offered privately. Refer to Securities Act
Sections Compliance and
         Disclosure Interpretations Questions 103.04 and 134.02.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
           Ingredients Inc.Kambeitz
Comapany 14,
November  NameAbove
             2023      Food Ingredients Inc.
November
Page 10 14, 2023 Page 10
FirstName LastName
41.      We note that you are registering the primary issuance of New Above
Food Common
         Shares to be issued in connection with the NRGene Acquisition and ANF
Purchase
         Agreement. Please note that a transaction that commenced privately
cannot be converted
         to a registered offering. Please revise or provide your analysis as to
why you believe you
         are eligible to register the primary issuance of these shares. Refer
to Securities Act
         Sections Compliance and Disclosure Interpretations Questions 103.04
and 134.02.
        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 Stephany Yang at 202-551-3167 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing