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                          February 26, 2024

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

                                                        Re: Above Food
Ingredients Inc.
                                                            Amendment No. 1 to
Registration Statement on Form F-4
                                                            Filed February 9,
2024
                                                            File No. 333-275005

       Dear Lionel Kambeitz:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our November 14,
2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4

       Background of the Business Combination, page 127

   1.                                                   We note your response
to prior comment 12 and reissue our comment.
   2.                                                   Please revise your
disclosure to state whether the aggregate fees and reimbursement
                                                        amounts due to Roth
Capital Partners, LLC and ATB Capital Markets are contingent upon
                                                        the closing of the
business combination.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany26,
February  NameAbove
            2024        Food Ingredients Inc.
February
Page 2 26, 2024 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 145

3.       We note your response to prior comment 15 and the additional
disclosures you provided
         including, if the Available Cash Condition is not met, Above Food has
the right to waive
         the condition which could result in the Business Combination
proceeding if shareholder
         redemptions exceed those presented under the Maximum Redemption
scenario. Based on
         your disclosures, it does not appear to us that the current pro forma
financial statements
         appropriately reflect the range of possible outcomes that can occur if
the Available Cash
         Condition is waived. Please revise the pro forma financial statements
to comply with the
         requirements of Rule 11-02(a)(10) of Regulation S-X and to give effect
to the range of
         possible results that may occur by presenting an additional pro forma
scenario that
         assumes the Available Cash Condition is waived.
4.       We note your response to prior comment 16 related to transaction
adjustment 2 that
         anticipated transaction costs are not recorded in the pro forma
statement of operations as
         they are directly related to raising capital through the transaction
with Bite. Please be
         advised, although anticipated transaction costs incurred by Above Food
may be
         considered offering costs, to the extent the costs do not exceed the
amount of cash that
         will be acquired as a result of the Business Combination, it appears
to us anticipated
         transaction costs incurred by Bite would be required to be expensed as
incurred and
         recorded as a pro forma adjustment to retained earnings in the pro
forma balance sheet and
         as an additional expense in the pro forma statement of operations for
the year ended
         January 31, 2023.
5.       We note your response to prior comment 16 related to transaction
adjustment 4; however,
         since the annual and interim pro forma statements of operations are
prepared giving effect
         to the Business Combination and related transactions as if they
occurred on February 1,
         2022, it remains unclear to us why you included a pro forma adjustment
to reflect
         additional interest expense during the annual pro forma period. To the
extent outstanding
         debt is assumed to be repaid in cash or converted into shares of
common stock as of
         February 1, 2022, it is not clear why the annual pro forma statement
of operations would
         include a pro forma adjustment to increase interest expense rather
then the annual and
         interim pro forma statements of operations being revised to include
pro forma adjustments
         to eliminate related historical interest expense or fair value changes
that would not have
         occurred given the repayments or conversions. Please clarify or
revise.
 Lionel Kambeitz
FirstName
Above FoodLastNameLionel
            Ingredients Inc.Kambeitz
Comapany26,
February  NameAbove
            2024        Food Ingredients Inc.
February
Page 3 26, 2024 Page 3
FirstName LastName
6.       We note your response to prior comment 16 related to transaction
adjustments 10 and
         13. Please more fully address the following:
             In regard to adjustment 10, disclose and discuss the specific
factors that resulted in
             the gains recorded in the annual and interim pro forma statements
of operations
             related to the Above Food warrants and the SPAC warrants and also
clarify how
             changes in the stock price subsequent to the Business Combination
would impact the
             pro forma financial statements. In addition, more fully explain to
us how each gain
             amount was calculated as the gains appear to indicate the related
liabilities would
             have been 78% and 20% higher as of February 1, 2022.
             In regard to adjustment 13, disclose and discuss the specific
factors that resulted in
             the gains recorded in the annual and interim pro forma statements
of operations
             related to the earnout shares and also clarify how changes in the
stock price
             subsequent to the Business Combination would impact the pro forma
financial
             statements. In addition, more fully explain to us how each gain
amount was
             calculated.

Comparative Share Information, page 164

7.       Please provide historical disclosures for Above Food as of and for the
year ended January
         31, 2023. Please also present Above Food's net loss per share (basic)
and net loss per
         share (diluted) for the nine months ended October 31, 2023 in
parenthesis to appropriately
         reflect the losses as negative amounts.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Bite
Results of Operations, page 180

8.       Please revise the disclosures to reflect the most updated financial
statements of Bite
         included in the filing.
General

9.       We note your response to prior comment 1 indicates financial
statements of the registrant
         (New Above Food) are not included in the registration statement based
on your reliance
         on Section 1160 of the SEC staff   s Financial Reporting Manual;
however, we note Section
         1160.1 specifically indicates if a registrant will succeed to a
business in a transaction that
         is not a reorganization, as is the case in the proposed transaction
due to the change in
         shareholders' interests that will occur, financial statements of both
the
         acquired/predecessor business and the registrant are required to be
included in the filing.
         We also note your response refers to Section 1170.2(b); however, we
note Section
         1170.2(b) relates to financial statement requirements in Exchange Act
filings after an
         acquisition is consummated and is not applicable to the registration
statement. Please
         provide audited financial statements of the registrant as required by
Item 14(h) of Form F-
         4.
 Lionel Kambeitz
Above Food Ingredients Inc.
February 26, 2024
Page 4
10.      We note your response to prior comment 2. In regard to the financial
statement updating
         requirements for Above Food, since their audited financial statements
are now older than
         12 months and this filing essentially represents their initial public
offering, it appears
         Above Food is required to either provide updated audited financial
statements and related
         disclosures pursuant to Item 14 of Form F-4 and Item 8.A.4 of Form
20-F or, if
         applicable, provide the representations required by Instruction 2 to
Item 8.A.4 of Form 20-
         F and file them in an exhibit to the registration statement.
11.      We note your response to prior comment 2. In regard to the financial
statement updating
         requirements for Bite, given their updated interim financial
statements reflect a significant
         net loss, it appears updated annual audited financial statements and
related disclosures for
         the year ended December 31, 2023 may be required by Rule 8-08(b) of
Regulation S-X.

       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.



FirstName LastNameLionel Kambeitz                              Sincerely,
Comapany NameAbove Food Ingredients Inc.
                                                               Division of
Corporation Finance
February 26, 2024 Page 4                                       Office of
Manufacturing
FirstName LastName