F-4 1 tm2326271-1_f4.htm F-4 tm2326271-1_f4 - none - 68.6511066s
As filed with the Securities and Exchange Commission on October 16, 2023.
Registration Statement No. 333-        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABOVE FOOD INGREDIENTS INC.
(Exact Name of Registrant as Specified in Its Charter)
Canada
2000
Not Applicable
(State or other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
2305 Victoria Avenue #001
Regina, Saskatchewan, S4P 0S7
306-779-2268
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Corporation Services Company
251 Little Falls Drive
Wilmington, DE 19808
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan J. Maierson
Ryan J. Lynch
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Tel: (713) 546-5400
Alan I. Annex, Esq.
Jason T. Simon, Esq.
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1000
McLean, VA 22102
Tel: (703) 749-1300
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. The securities described herein may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 16, 2023
PROXY STATEMENT AND PROSPECTUS DATED            , 2023
BITE ACQUISITION CORP.
720 N. State Street
Chicago, IL 60654
Dear Bite Acquisition Corp. Stockholders:
You are cordially invited to attend the special meeting of stockholders of Bite Acquisition Corp., which we refer to as “we,” “us,” “our,” or “Bite,” at       a.m., Eastern time, on      , 2023, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.
At the special meeting of stockholders, our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”) to approve and adopt the Business Combination Agreement (as may be amended and/or amended and restated, the “Business Combination Agreement”) that Bite has entered into with Above Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), a corporation organized under the laws of Alberta, Canada (“New Above Food”), Above Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (“Above Food”), and the Business Combination (as defined below) contemplated thereby. Each of New Above Food and Merger Sub is a newly formed entity that was formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. New Above Food is a direct, wholly owned subsidiary of Above Food and Merger Sub is a direct, wholly owned subsidiary of New Above Food. Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) prior to the closing of the Business Combination (the “Closing”), Above Food will continue from the laws of Saskatchewan to a corporation under the laws of the Province of Alberta pursuant to the Business Corporations Act (Alberta); (ii) on the date of the Closing (the “Closing Date”) and pursuant to a Plan of Arrangement, Above Food’s shareholders will effect a share exchange (the “Share Exchange”), pursuant to which, among other things, Above Food’s shareholders will contribute to New Above Food all of the issued and outstanding equity of Above Food in exchange for newly issued New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares (as such terms are defined below), and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of New Above Food; and (iii) on the Closing Date and following the completion of the Share Exchange, Merger Sub will merge (the “Merger”) with and into Bite, with Bite surviving as a direct, wholly owned subsidiary of New Above Food (together with the other transactions related thereto, the “Business Combination”).
Pursuant to the Share Exchange, a number of New Above Food Common Shares equal to $206,000,000 divided by $10.00 shall be issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. Upon completion of the Share Exchange, all of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange shall convert, respectively, into options, restricted share units and warrants exercisable for New Above Food Common Shares.
As a result of the Merger, (i) each issued and outstanding share of Bite’s common stock will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one New Above Food Common Share and (ii) each issued and outstanding warrant to purchase shares of Bite’s common stock will no longer be outstanding and will, pursuant to the terms of the Warrant Agreement, dated February 11, 2021, between Bite and Continental Stock Transfer & Trust Company, be automatically converted into and become one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite’s common stock underlying such warrants will be automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of New Above Food Common Shares and warrants in accordance with the Business Combination Agreement.
At the effective time of the Share Exchange, New Above Food will (A) issue to the holders of Above Food’s shares an amount of (i) New Above Food Class A Earnout Shares and (ii) New Above Food Class B Earnout Shares, in each case equal to the number of shares of Above Food multiplied by the Above Food Earnout Ratio (as defined below), and (B) allocate to the holders of Above Food’s warrants, for issuance upon

exercise thereof, an amount of New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, in each case equal to the number of shares of Above Food underlying Above Food warrants multiplied by the Above Food Earnout Ratio (collectively, the “Above Food Earnout Shares”). In addition, an aggregate of 1,100,000 New Above Food Common Shares to be issued to Bite’s sponsor, Smart Dine, LLC (the “Sponsor”), at the Closing (the “Sponsor Earnout Shares”) in exchange for Bite founder shares currently held by the Sponsor, will be subject to vesting conditions, and will be forfeited if such conditions are not satisfied. All or a portion of the Above Food Earnout Shares will convert into New Above Food Common Shares, and all or a portion of the Sponsor Earnout Shares will vest, in each case if certain conditions are satisfied within five years following the Closing Date, as described in this Registration Statement/Proxy Statement. Unless converted into New Above Food Common Shares as a result of the foregoing conditions being satisfied, the Above Food Earnout Shares shall bear no economic or voting rights other than the right to be redeemed at a price of US $0.00000000001 per share upon certain conditions.
Concurrently with the execution and delivery of the Business Combination Agreement, Above Food, Bite and certain shareholders of Above Food, collectively holding approximately 70% of the total number of outstanding Above Food Common Shares, executed a voting and support agreement (the “Shareholder Support Agreement”), pursuant to which each such shareholder agreed to, among other things, support and vote in favor of the Business Combination.
Concurrently with the execution and delivery of the Business Combination Agreement, Above Food, Bite and the Sponsor executed a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote the shares of Bite common stock held by it as of the date of the Sponsor Support Agreement and any additional shares of common stock and preferred stock of Bite that it acquires prior to the special meeting of stockholders, in each case, in favor of the Business Combination Agreement and each of the Transaction Proposals (as defined in the Business Combination Agreement) and (ii) to not redeem any shares of Bite common stock held by the Sponsor in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
Prior to signing the Business Combination Agreement, Above Food, the Sponsor and certain strategic investors entered into the Convertible Loan Agreement, pursuant to which the Lenders have loaned, or committed to loan, an aggregate of $9,500,000 to Above Food. On the Closing Date, each Loan (as defined in the Convertible Loan Agreement) will be converted into a number of New Above Food Common Shares equal to the principal amount of the Loan (plus the interest paid on the Closing Date in the form of New Above Food Common Shares pursuant to the terms of the Convertible Loan Agreement) divided by $10.00. Prior to the Closing, New Above Food may enter into one or more subscription agreements (each, a “PIPE Subscription Agreement”) with certain investors (the “PIPE Investors”), pursuant to which New Above Food would issue and sell New Above Food Common Shares to such PIPE Investors on the Closing Date, at such prices and on such other terms as may be set forth in the PIPE Subscription Agreements (the “PIPE Financing”).
It is anticipated that, upon completion of the Business Combination, Above Food’s existing shareholders, Bite’s public stockholders, Bite’s initial stockholders (including the Sponsor), the Lenders, and the existing shareholders of NRGene Technologies Ltd. (the assets of which are to be acquired by Above Food as described in the accompanying Registration Statement/Proxy Statement) will own approximately 69.0%, 9.6%, 15.7%, 3.2% and 2.5%, respectively, of the outstanding New Above Food Common Shares under the “Minimum Redemption Scenario,” and approximately 72.5%, 5.0%, 16.5%, 3.3% and 2.6%, respectively, of the outstanding New Above Food Common Shares under the “Maximum Redemption Scenario,” each as described in the accompanying Registration Statement/Proxy Statement and not including the Sponsor Earnout Shares or the Above Food Earnout Shares.
Under the Business Combination Agreement, the Closing is subject to a number of conditions, including (i) that the Bite Stockholders approve the Business Combination Proposal and (ii) at least $5,000,000 of cash shall be available to New Above Food upon the Closing, net of all transaction expenses of Bite and Above Food, taking into account cash held by Bite either in or outside of the trust account, any amounts in excess of $9,000,000 received pursuant to the Convertible Loan Agreement and all proceeds from any PIPE Financing or alternative financing that may be undertaken in connection with the transactions contemplated by the Business Combination Agreement (“Available Cash”).

In addition to being asked to approve the Business Combination Proposal, our stockholders will also be asked to consider and vote upon:
(1)
a proposal to approve and adopt, on a non-binding, advisory basis, material differences between the bylaws of Above Food in effect immediately prior to the consummation of the Business Combination and the bylaws of New Above Food, the form of which is attached to the accompanying Registration Statement/Proxy Statement as Annex C (the “New Above Food Bylaws”), and specifically with respect to certain provisions related to advance notice procedural requirements contained in the New Above Food Bylaws that the holders of New Above Food Common Shares must comply with in order to propose nominations of candidates to be elected as directors to the New Above Food Board or any other proper business to be considered by shareholders at an annual general meeting, which provisions are being presented separately in accordance with the requirements of the United States Securities and Exchange Commission (the “Advisory Governance Proposal”); and
(2)
a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the available cash condition to the Closing would not be satisfied (the “Adjournment Proposal”).
The Bite common stock, units and warrants are currently listed on the NYSE American under the symbols “BITE,” “BITE.U” and “BITE.WT,” respectively. New Above Food has applied to list the New Above Food Common Shares and warrants (“New Above Food Warrants”) on the NYSE under the symbols “ABVE” and “ABVE.W”, respectively, in connection with the Closing. We cannot assure you that the New Above Food Common Shares or New Above Food Warrants will be approved for listing on the NYSE.
Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem their shares of Bite common stock (“public shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of our initial public offering, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $31,002,996 on June 30, 2023, the estimated per share redemption price would have been approximately $10.34.
Public stockholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals set forth herein.   A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the outstanding public shares without our prior consent. Holders of our outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of the founder shares and our officers and directors have agreed to waive their redemption rights with respect to such shares and shares of Bite common stock that they may have acquired during or after our initial public offering in connection with the completion of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the initial stockholders own approximately 66.2% of the issued and outstanding shares of Bite common stock, of which the Sponsor owns approximately 64.0% of the issued and outstanding shares, and our independent directors collectively own approximately 0.5% of the issued and outstanding shares.
We are providing this Registration Statement/Proxy Statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements of the special meeting of stockholders. Whether or not you plan to attend the special meeting of stockholders, we urge you to read this Registration Statement/Proxy Statement (and any documents incorporated into this Registration Statement/Proxy Statement by reference) carefully. Please pay particular attention to the section titled “Risk Factors,” beginning on page 43.

Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders. When you consider the board of directors’ recommendation of the Business Combination Proposal, you should keep in mind that certain of our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal —  Interests of Bite Directors and Officers in the Business Combination.”
The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all shares of Bite common stock issued and outstanding as of the record date that are entitled to vote thereon at the special meeting of stockholders. Each of the Advisory Governance Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of Bite common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. The Closing is conditioned upon the approval of the Business Combination Proposal. The Business Combination Proposal is not conditioned upon the approval of the Advisory Governance Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in the accompanying Registration Statement/Proxy Statement.
We have no specified maximum redemption threshold under our amended and restated certificate of incorporation. It is a condition to the Closing under the Business Combination Agreement, however, that there be at least $5,000,000 in Available Cash. If redemptions by Bite’s public stockholders cause Bite to be unable to meet this closing condition, then Above Food will not be required to consummate the Business Combination, although Above Food may, in its sole discretion, waive this condition. In the event that Above Food waives this condition, Bite does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no event, however, will Bite redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 immediately after the Closing.
The holders of our private shares and our officers and directors have agreed to vote their private shares, which represent approximately 66.2% of the issued and outstanding shares of Bite common stock, and any shares of Bite common stock acquired during or after our initial public offering in favor of the Business Combination Proposal.
Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting of stockholders in person. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.
If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting of stockholders. A failure to vote your shares will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the outcome of the Advisory Governance Proposal, or, if presented, the Adjournment Proposal.
If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting of stockholders. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting of stockholders in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the other proposals. If you are a stockholder of record and you attend the special meeting of stockholders and wish to vote in person, you may withdraw your proxy and vote in person.
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
           , 2023
Alberto Ardura González
Chairman and Chief Executive Officer

The accompanying Registration Statement/Proxy Statement is dated      , 2023 and is first being mailed to the stockholders of Bite on or about that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS REGISTRATION STATEMENT/PROXY STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REGISTRATION STATEMENT/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 
BITE ACQUISITION CORP.
720 N. State Street
Chicago, IL 60654
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                   , 2023
To the Stockholders of Bite Acquisition Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting of stockholders”) of Bite Acquisition Corp., a Delaware corporation (“Bite,” “we,” “our” or “us”), will be held on                      , 2023, at           a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102. You are cordially invited to attend the special meeting of stockholders for the following purposes:
(1)
The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of April 29, 2023 (as may be amended and/or amended and restated, the “Business Combination Agreement”), by and among Bite, Above Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), a corporation organized under the laws of Alberta, Canada (“New Above Food”), Above Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (“Above Food”), and the Business Combination (as defined below) contemplated thereby, pursuant to which:

Prior to the closing of the Business Combination (as defined below) (the “Closing”), Above Food will continue from the laws of Saskatchewan to a corporation under the laws of the Province of Alberta pursuant to the Business Corporations Act (Alberta);

On the date of the Closing (the “Closing Date”) and pursuant to a Plan of Arrangement, Above Food’s shareholders will effect a share exchange (the “Share Exchange”), pursuant to which, among other things, Above Food’s shareholders will contribute to New Above Food all of the issued and outstanding equity of Above Food in exchange for newly issued New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares (as such terms are defined below), and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of New Above Food; and

On the Closing Date and following the completion of the Share Exchange, Merger Sub will merge with and into Bite, with Bite surviving as a direct, wholly owned subsidiary of New Above Food (together with the other transactions related thereto, the “Business Combination”).
(2)
The Advisory Governance Proposal: to consider and vote, on a non-binding, advisory basis, certain material differences between the bylaws of Above Food in effect immediately prior to the consummation of the Business Combination and the bylaws of New Above Food, the form of which is attached to the accompanying Registration Statement/Proxy Statement as Annex C (the “New Above Food Bylaws”), and specifically with respect to certain provisions related to advance notice procedural requirements contained in the New Above Food Bylaws that the holders of New Above Food Common Shares must comply with in order to propose nominations of candidates to be elected as directors to the New Above Food Board or any other proper business to be considered by shareholders at an annual general meeting, which provisions are being presented separately in accordance with the requirements of the U.S. Securities and Exchange Commission (the “Advisory Governance Proposal”); and
(3)
The Adjournment Proposal: to consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the available cash condition to the Closing would not be satisfied (the “Adjournment Proposal”).
 

 
Only holders of record of Bite common stock at the close of business on                   , 2023 are entitled to notice of the special meeting of stockholders and to vote at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of Bite’s stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders at Bite’s principal executive offices for inspection by Bite’s stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.
Pursuant to Bite’s amended and restated certificate of incorporation, Bite is providing its public stockholders with the opportunity to redeem their shares of Bite common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account maintained at JPMorgan Chase Bank, N.A. by Continental Stock Transfer & Trust Company on behalf of Bite’s public stockholders (the “trust account”) which holds the proceeds of Bite’s IPO as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Bite to pay franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $31,002,996 on June 30, 2023, the estimated per share redemption price would have been approximately $10.34. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of Bite’s outstanding public shares without Bite’s prior consent. Holders of outstanding warrants to purchase shares of Bite common stock do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of shares of Bite common stock issued prior to Bite’s IPO (“founder shares”) and Bite’s officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and any public shares that they may have acquired during or after Bite’s IPO in connection with the completion of the Business Combination and (ii) vote any such shares in favor of the Business Combination Proposal. The founder shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. Currently, Smart Dine, LLC (the “Sponsor”), EarlyBird and Bite’s independent directors own approximately 66.2% of the issued and outstanding shares of Bite common stock, of which the Sponsor owns approximately 64.0% of the issued and outstanding shares, and Bite’s independent directors collectively own approximately 0.5% of the issued and outstanding shares.
The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all shares of Bite common stock issued and outstanding as of the record date that are entitled to vote thereon at the special meeting of stockholders. Each of the Advisory Governance Proposal, and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of Bite common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. The Closing is conditioned upon the approval of the Business Combination Proposal. The Business Combination Proposal is not conditioned upon the approval of the Advisory Governance Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in the accompanying Registration Statement/Proxy Statement.
We have no specified maximum redemption threshold under our amended and restated certificate of incorporation. It is a condition to closing under the Business Combination Agreement, however, that there be at least $5,000,000 in “Available Cash,” defined generally as cash available to New Above Food upon the Closing, net of all transaction expenses of Bite and Above Food, taking into account cash held by Bite either in or outside of the trust account, any amounts in excess of $9,000,000 received pursuant to the Convertible Loan Agreement and all proceeds from any PIPE Financing or alternative financing that may be undertaken in connection with the transactions contemplated by the Business Combination Agreement. If redemptions by Bite’s public stockholders cause Bite to be unable to meet this closing condition, then Above Food will not be required to consummate the Business Combination, although Above Food may, in its sole discretion, waive this condition. In the event that Above Food waives this condition, Bite does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no event, however, will Bite redeem public shares in an amount that would cause Bite’s net tangible assets to be less than $5,000,001 immediately after the Closing.
 

 
Your attention is directed to the Registration Statement/Proxy Statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We encourage you to read the entire Registration Statement/Proxy Statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor,                , at                   , banks and brokers may reach            at            . This notice of meeting and the accompanying Registration Statement/Proxy Statement are available at                         .
By Order of the Board of Directors,
      , 2023 Alberto Ardura González
Chairman and Chief Executive Officer
 

 
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ANNEXES
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ABOUT THIS REGISTRATION STATEMENT/PROXY STATEMENT
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-            ) by Above Food Ingredients Inc. (“New Above Food,” formerly known as 2510169 Alberta Inc.), a corporation organized under the laws of Alberta, Canada, constitutes a prospectus of New Above Food under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect (1) to the New Above Food Common Shares to be issued to shareholders of Above Food, (2) the New Above Food Common Shares to be issued to Bite Stockholders, (3) the warrants to acquire New Above Food Common Shares to be issued to Bite warrant holders, (4) the New Above Food Common Shares underlying such warrants and (5) the New Above Food Common Shares issuable upon conversion of the Above Food Earnout Shares (as defined below), if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of stockholders at which Bite Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
FINANCIAL STATEMENT PRESENTATION
New Above Food
New Above Food was incorporated under the laws of Alberta, Canada on April 18, 2023 for the purpose of effectuating the Business Combination described herein. New Above Food has no material assets and does not operate any businesses. Accordingly, no financial statements of New Above Food have been included in this Registration Statement/Proxy Statement. Following the consummation of the Business Combination, New Above Food will qualify as a foreign private issuer as defined under Rule 405 under the Securities Act and will prepare its financial statements denominated in Canadian Dollars and in accordance with U.S. GAAP. Accordingly, the unaudited pro forma combined financial information presented in this Registration Statement/Proxy Statement has been prepared in accordance with U.S GAAP and is denominated in Canadian Dollars.
Bite
The financial statements of Bite included in this Registration Statement/Proxy Statement have been prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.
Above Food
The financial statements of Above Food included in this Registration Statement/Proxy Statement have been prepared in accordance with U.S. GAAP and are denominated in Canadian Dollars.
INDUSTRY AND MARKET DATA
In this Registration Statement/Proxy Statement, Above Food relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. This information appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Above Food,” “Industry Overview,” “Business of Above Food and Certain Information about Above Food” and other sections of this Registration Statement/Proxy Statement. While Above Food has compiled, extracted, and reproduced industry data from these sources, Above Food has not independently verified the data. Similarly, internal surveys, industry forecasts and market research, which Above Food believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While Above Food believes that the market data, industry forecasts and similar information included in this Registration Statement/Proxy Statement are generally reliable, such information
 
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is inherently imprecise and the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Registration Statement/Proxy Statement. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and Above Food. See “Forward-Looking Statements.”
IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES
To evaluate the performance of its business, Above Food’s management relies on both its results of operations recorded in accordance with U.S. GAAP and certain non-GAAP financial measures. Accordingly, this Registration Statement/Proxy Statement includes certain references to prospective and historical financial measure that were not prepared in accordance with U.S. GAAP, including, but not limited to Adjusted EBITDA and certain ratios and other metrics derived therefrom. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for Above Food’s consolidated financial results prepared in accordance with U.S. GAAP. For additional information, see the sections entitled “The Business Combination Proposal—Certain Above Food Projected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Above Food — Key non-GAAP financial measures and key performance indicators.
CURRENCY AND EXCHANGE RATES
In this Registration Statement/Proxy Statement, unless otherwise specified, all monetary amounts are in U.S. Dollars and all references to “$,” “US $” or “dollars” mean U.S. Dollars. Certain monetary amounts described herein have been expressed in U.S. Dollars for convenience only and, when expressed in U.S. Dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.
 
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FREQUENTLY USED TERMS
In this Registration Statement/Proxy Statement, unless indicated otherwise or the context requires, the following terms have the meanings set forth below.
In this document:
“ABCA” means the Business Corporations Act (Alberta) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.
“Above Food” means Above Food Corp., a company organized under the laws of Saskatchewan, Canada and continued to Alberta, Canada, individually or collectively with its consolidated subsidiaries, as the context requires.
“Above Food Board” means Above Food’s board of directors.
“Above Food Bonus Shares” means an amount of Above Food Common Shares equal to the quotient of (a) 400,000 New Above Food Common Shares divided by (b) the Exchange Ratio.
“Above Food Common Shares” means the common shares in the capital of Above Food.
“Above Food Disclosure Schedules” means the disclosure schedules delivered by Above Food in connection with the execution of the Business Combination Agreement.
“Above Food Dissenting Shareholder” means a registered holder of Above Food Common Shares who has duly and validly exercised the Dissent Rights in respect of all Above Food Common Shares held and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as of the applicable time of determination.
“Above Food Earnout Ratio” means the fraction equal to (a) 3,057,310 divided by (b) the number of issued and outstanding Above Food Shares, including the Above Food Bonus Shares, as of immediately prior to the Share Exchange Effective Time.
“Above Food Earnout Shares” means the New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, collectively.
“Above Food Option Plan” means the stock option plan of Above Food Corp., as amended and/or restated from time to time.
“Above Food Options” means any options granted under the Above Food Option Plan to purchase Above Food Common Shares.
“Above Food RSU Plan” means the restricted share unit plan of Above Food Corp., as amended and/or restated from time to time.
“Above Food RSUs” means any restricted share units granted under the Above Food RSU Plan.
“Above Food Securities” means, collectively, the Above Food Shares, Above Food Warrants, Above Food RSUs and Above Food Options.
“Above Food Shares” means, collectively, the Above Food Common Shares and the preferred shares in the capital of Above Food.
“Above Food Shareholders” means, at any time, the holders of Above Food Common Shares issued and outstanding at such time.
“Above Food special meeting” means the special meeting of Above Food shareholders required to approve the Arrangement.
“Above Food Units” means the units, each consisting of one Above Food Common Share and one-half of one Above Food Warrant (as defined below).
 
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“Above Food Warrants” means the outstanding warrants issued by Above Food to purchase Above Food Common Shares.
“Adjournment Proposal” means a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the Available Cash Condition would not be satisfied.
“Adjusted EBITDA of New Above Food” means, for the applicable measurement period, determined in a manner consistent with Above Food’s audited consolidated financial statements as of and for the year ended January 31, 2022, earnings before interest expense, taxes, depreciation, amortization adjusted for non-recurring items in the company’s normal operations resulting from discontinued operations, extraordinary items, unusual or infrequent items, and changes resulting from changes in accounting policies/principles.
“Advance Notice Provisions” means the advance notice provisions regarding the nomination of directors to the New Above Food Board, as set out in the New Above Food Bylaws.
“Advisory Governance Proposal” means a proposal to consider and vote upon, on a non-binding, advisory basis, certain material differences between the bylaws of Above Food in effect immediately prior to the consummation of the Business Combination and the bylaws of New Above Food, the form of which is attached to this Registration Statement/Proxy Statement as Annex C, and specifically with respect to certain provisions related to advance notice procedural requirements that the holders of New Above Food Common Shares must comply with in order to propose nominations of candidates to be elected as directors to the New Above Food Board or any other proper business to be considered by shareholders at an annual general meeting, which provisions are being presented separately in accordance with the requirements of the SEC.
“AFBI” means Above Food Brands Inc.
“AF USA” means Above Food USA Corp.
“Aggregate Closing PIPE Proceeds” means the aggregate cash proceeds actually received in respect of the PIPE Financing (whether on or prior to the Closing Date) and held in a bank account owned and controlled by New Above Food on the Closing Date (and, for the avoidance of doubt, after giving effect to the funding of the PIPE Financing on such date and before giving effect to the payment of any transaction expenses of Bite or Above Food that are not paid prior to Closing).
“Agreement End Date” means March 31, 2024.
“Agri” means Kambeitz Agri Inc.
“Allocation Schedule” means that allocation schedule to be delivered by Above Food to Bite (and to be delivered by Bite to the Exchange Agent thereafter) no later than 5 business days prior to the Closing Date in accordance with Section 2.5 of the Business Combination Agreement.
“Alternative Financing” means any alternative financing obtained by New Above Food, Above Food and Bite in connection with the Proposed Transactions if any portion of the proceeds contemplated to be received by New Above Food upon the consummation of the transactions contemplated by the PIPE Subscription Agreements become unavailable on the terms and conditions contemplated in each PIPE Subscription Agreement, regardless of the reason therefor, and such unavailable proceeds are required to fund the Proposed Transactions on the Closing Date in order to satisfy the minimum Available Cash Condition
“Amended and Restated Certificate” means the amended and restated certificate of incorporation of Bite, as may be amended from time to time.
“Ancillary Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, including the Lock-Up Agreement, the Registration Rights Agreement, the Sponsor Support Agreement and the Shareholder Support Agreement.
“ANF” means Atlantic Natural Foods, LLC, a Delaware limited liability company.
 
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“ANF Purchase Agreement” means that certain Membership Interest Purchase and Option Agreement, dated September 7, 2021, by and among ANF Holdco, LLC, ANF, AF USA and Above Food and that certain Side Letter between ANF, ANF Holdco, LLC, AF USA and Above Food, dated December 29, 2022.
“ANF Purchase Consideration Shares” means the aggregate number of common shares in the capital of New Above Food to be issued to ANF Holdco, LLC or its affiliates in respect of the purchase of the limited liability company interests of ANF pursuant to the ANF Purchase Agreement at or after the Closing, which, for the avoidance of doubt, shall not include the First Year Earn-Out Amount or the Second Year Earn-Out Amount (in each case, as defined in the ANF Purchase Agreement).
“Antitrust Law” means any Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition.
“Arrangement” means the arrangement pursuant to the Plan of Arrangement.
“Arrangement Resolution” means the special resolution of the holders of Above Food Shares approving the Plan of Arrangement which is to be considered at the Above Food special meeting, substantially in the form of Exhibit C to the Business Combination Agreement.
“Available Cash” means an aggregate amount equal to (i) the amount of cash available to be released from the trust account as of immediately prior to the Closing (after giving effect to the exercise of redemption rights by Bite Stockholders), plus (ii) the aggregate amount of unrestricted cash of Bite on hand held outside of the trust account immediately prior to the Closing, plus (iii) the Aggregate Closing PIPE Proceeds, plus (iv) the amount of all unrestricted proceeds of any Alternative Financing that shall have been received at or prior to the Closing in connection with the Proposed Transactions, plus (v) the proceeds of the Loan received by Above Food in excess of $9,000,000.
“Available Cash Condition” means the condition to closing contained in the Business Combination Agreement that Available Cash be at least the sum of (i) all transaction expenses of Bite and Above Food and (ii) $5,000,000.
“Bite” means Bite Acquisition Corp., a Delaware corporation.
“Bite Board” means Bite’s board of directors.
“Bite Business Combination Deadline” means the deadline by which Bite must complete its initial business combination.
“Bite common stock” means shares of common stock of Bite, par value $0.0001 per share.
“Bite Disclosure Schedules” means the disclosure schedules delivered by Bite in connection with the Business Combination Agreement.
“Bite Extension” means the extension or extensions of the Bite Business Combination Deadline made (i) prior to February 17, 2024, in connection with the deposits Bite makes, or causes Sponsor to make, pursuant to the Business Combination Agreement, into the trust account as necessary to extend the deadline by which Bite must complete its initial business combination to February 17, 2024 as set forth in Bite’s Governing Documents and the proxy statement filed with the SEC by Bite on December 15, 2022 and (ii) from and after February 17, 2024, in connection with the actions Bite has taken or takes, pursuant to the Business Combination Agreement, to December 31, 2023 or another date mutually agreed in writing between Bite and Above Food, including the amendment to Bite’s amended and restated certificate of incorporation approved by Bite’s stockholders and filed on August 11, 2023.
“Bite Per Share Merger Consideration” means at the Merger Effective Time, by virtue of the Merger and without any action on the part of Bite, New Above Food, Merger Sub, Above Food or the holders of Bite common stock, each issued and outstanding share of Bite common stock (other than the shares of Bite common stock that will be cancelled pursuant to the Business Combination Agreement and after giving effect to the Redemption) shall be automatically converted into and exchanged for the right to receive one (1) New Above Food Common Share.
 
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“Bite Stockholder” means a stockholder of Bite.
“BMO” means BMO Capital Markets Corp., Bite’s previous financial advisor, capital markets advisor and co-placement agent.
“broker non-vote” means the failure of a Bite Stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“Business Combination” or “Proposed Transactions” means the Merger, the Arrangement and the other transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated as of April 29, 2023, as it may be amended and/or amended and restated, by and among Bite, Above Food, New Above Food and Merger Sub.
“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby.
“Canadian information circular” means an information circular relating to the Above Food special meeting.
“CAD $” means the currency in Canadian dollars.
“Change of Control” means a merger, consolidation, business combination, recapitalization, reorganization, or other similar transaction, however effected, resulting in any individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity, or group (as defined under Section 13 of the Exchange Act) acquiring more than at least 50% of the combined voting power of the then outstanding securities of New Above Food.
“Closing” means the closing of the Business Combination.
“Closing Date” means the date on which the Closing occurs.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Continental” means Continental Stock Transfer & Trust Company.
“Convertible Loan Agreement” means the convertible subordinated loan agreement, dated December 29, 2022, by and among Above Food, the Sponsor and the Lenders, as it may be amended from time to time.
“CRA” means the Canada Revenue Agency.
“DGCL” means the Delaware General Corporation Law.
“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.
“dollars,” “US $” or “$” means the currency in dollars of the United States of America.
“DTC” means the Depositary Trust Company.
“EarlyBird” means EarlyBird Capital, Inc.
“EU” means the European Union.
“Event” means any event, state of facts, development, change, circumstance, occurrence or effect.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Agent” means such Person to be appointed by Above Food to act as exchange agent in accordance with the Business Combination Agreement, reasonably acceptable to Bite (such acceptance not to be unreasonably withheld, conditioned, or delayed) and Above Food, for the purpose of exchanging certificates, if any, representing the Above Food Common Shares, and each Above Food Common Share
 
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held in book-entry form on the securities registry of Above Food immediately prior to the effective time of the Business Combination, in either case, for the portion of New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares issuable in respect of such Above Food Common Shares in accordance with the Allocation Schedule and on the terms and subject to the conditions set forth in the Business Combination Agreement and Plan of Arrangement.
“Exchange Ratio” means the fraction equal to (a) the aggregate number of New Above Food Common Shares equal to (i) the $206,000,000 divided by (ii) $10.00 divided by (b) the number of Diluted Company Shares (as defined in the Business Combination Agreement).
“FDO” means Farmer Direct Organic Foods Ltd.
“Final Order” means the final order of the Court pursuant to Section 193 of the ABCA, in a form acceptable to Above Food and Bite, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Above Food and Bite, such consent to not be unreasonably withheld, conditioned or delayed) at any time prior to the Share Exchange Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, on appeal, provided that any such amendment is acceptable to each of both Above Food and Bite, each acting reasonably.
“founder shares” means shares of Bite common stock initially purchased by the initial stockholders in private sales prior to Bite’s IPO.
“Governing Documents” means the legal documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs.
“Governmental Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental authority, legislature, regulatory or administrative agency (which for the purposes of the Business Combination Agreement shall include the SEC), governmental commission, department, board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.
“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.
“initial stockholders” means the holders of the private shares prior to Bite’s IPO, including the Sponsor, EarlyBird and certain of the initial independent directors of Bite.
“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“Key Above Food Shareholders” means certain Above Food Shareholders holding approximately 70% of the issued and outstanding Above Food Common Shares.
“KF Farms” means KF Kambeitz Farms Inc.
“Law” means any statute, law, ordinance, rule, regulation, directive or Governmental Order, in each case, of any Governmental Authority, including general principles of common and civil law and equity, in each case having binding effect and the force of law.
“Lenders” means the lenders under the Convertible Loan Agreement.
“Letter Agreement” means that certain Letter Agreement, dated February 11, 2021, among Bite, the Sponsor and each of the executive officers, directors and initial stockholders of Bite.
“Lien” means all liens, mortgages, deeds of trust, pledges, hypothecations, charges, security interests, licenses, covenants, options (including options to purchase and options to lease), agreements for sale, leases, subleases, restrictions, title retention devices (including the interest of a seller or lessor under any conditional
 
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sale agreement or capital lease, or any financing lease having substantially the same economic effect as any of the foregoing), collateral assignments, claims or other restrictions or encumbrances of any kind whether consensual, statutory or otherwise, and whether filed, recorded or perfected under applicable Law (including any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset, but in any event excluding restrictions under applicable securities Laws).
“Loan” means the loans made to Above Food pursuant to the Convertible Loan Agreement.
“Lock-Up Agreement” means the Lock-Up Agreement to be entered into at the Closing by and among New Above Food, Sponsor and certain holders of Above Food Securities, the form of which is attached as Exhibit A to the Business Combination Agreement.
“Maximum Redemption Scenario” means 50.4% redemption of Bite’s 2,878,178 public shares (equaling 1,450,000 shares).
“Meeting Notice Date” means the date on which the first notice to the shareholders of or first public announcement of the date of the meeting of shareholders of New Above Food was issued by the New Above Food.
“Merger” means the merger of Merger Sub with and into Bite, with Bite surviving such merger. Pursuant to the Merger, prior stockholders of Bite will receive New Above Food Common Shares, and Bite will become a wholly owned subsidiary of New Above Food.
“Merger Effective Time” means 10:00 am (Calgary time) on the Closing Date.
“Merger Sub” means Above Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Above Food.
“Merger Subsidiaries” means Merger Sub and New Above Food.
“New Above Food” means Above Food Ingredients Inc. (formerly known as 2510169 Alberta Inc.), a newly formed corporation organized under the laws of Alberta, Canada.
“New Above Food Articles” means the amended and restated articles of New Above Food to be adopted by the sole shareholder and sole director of New Above Food in the form agreed upon by Bite and Above Food prior to the Closing.
“New Above Food Board” means New Above Food’s board of directors.
“New Above Food Class A Earnout Shares” has the meaning ascribed to such term in the articles of New Above Food.
“New Above Food Class B Earnout Shares” has the meaning ascribed to such term in the articles of New Above Food.
“New Above Food Common Shares” means common shares in the capital of New Above Food.
“New Above Food Shareholders” means, at any time, the holders of New Above Food Common Shares issued and outstanding at such time.
“New Above Food Warrants” means warrants in the capital of New Above Food.
“No Redemption Scenario” means none of Bite’s public stockholders exercise redemption rights.
“NorQuin” means Northern Quinoa Production Corporation.
“NRGene Shareholders” means the existing shareholders of NRGene Technologies Ltd.
“NYSE” means The New York Stock Exchange.
“NYSE American” means the NYSE American stock exchange.
 
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“PCFC” means Purely Canada Foods Corp.
“PCKI” means Purely Canada Kindersley Ingredients Inc.
“PCLC” means Purely Canada Lands Corp.
“PCTC” means Purely Canada Terminals Corp.
“Person” means any individual, firm, corporation, exempted company, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.
“PIPE Financing” means, collectively, the equity financing under all PIPE Subscription Agreements.
“PIPE Subscription Agreements” means one or more subscription agreements that may be entered into prior to the Closing pursuant to which certain investors (“PIPE Investors”) would agree to subscribe for and purchase on the Closing Date, and New Above Food would agree to issue and sell to each such PIPE Investor on the Closing Date, New Above Food Common Shares.
“Plan of Arrangement” means the plan of arrangement under the laws of Alberta, Canada to be effected pursuant to the terms of the Business Combination Agreement.
“private placement shares” means the shares of Bite common stock included in the private placement units.
“private placement units” means the units, each consisting of one share of Bite common stock and one-half of one warrant to purchase Bite common stock, purchased by the Sponsor and EarlyBird in a private placement in connection with Bite’s IPO.
“private placement warrants” means the warrants to purchase Bite common stock included in the private placement units.
“private shares” means the founder shares, private placement shares and representative shares, collectively.
“public shares” means shares of Bite common stock issued as part of the units sold in Bite’s IPO.
“Public stockholders” means the holders of public shares, including the Sponsor and Bite’s officers and directors to the extent they purchase public shares, provided that their status as “public stockholders” shall only exist with respect to such public shares.
“Public Warrants” means the warrants included in the units sold in Bite’s IPO, each of which is exercisable for one share of Bite common stock, in accordance with its terms.
“Redemption” means the right of the holders of Bite common stock to have their shares redeemed in accordance with the procedures set forth in this Registration Statement/Proxy Statement.
“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the trust account in accordance with the amended and restated certificate of incorporation of Bite (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The redemption price will be calculated two business days prior to the completion of the Business Combination in accordance with the amended and restated certificate of incorporation of Bite, as currently in effect.
“registrant” means New Above Food.
“Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Closing by and among New Above Food, Sponsor, certain other holders of securities of Bite and certain holders of Above Food Securities, the form of which is attached as Exhibit B to the Business Combination Agreement.
 
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“Registration Statement/Proxy Statement” means this registration statement of New Above Food on Form F-4 under the Securities Act relating to all New Above Food Common Shares to be issued in connection with the Proposed Transactions and containing a prospectus of New Above Food and proxy statement of Bite.
“representative shares” means shares of Bite common stock issued to EarlyBird in connection with Bite’s initial public offering.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Share Exchange” means the share exchange to be effected pursuant to the Plan of Arrangement.
“Share Exchange Effective Time” means 9:00 am (Calgary time) on the Closing Date.
“Shareholder Support Agreement” means the Shareholder Support Agreement, dated as of April 29, 2023, by and among Bite and the Key Above Food Shareholders executed in connection with the Business Combination Agreement.
“special meeting of stockholders” means the special meeting of the stockholders of Bite, to be held on                   , 2023 at                      a.m., Eastern Time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.
“Sponsor” means Smart Dine, LLC, a Delaware limited liability company.
“Sponsor Convertible Promissory Note” means that certain non-interest-bearing promissory note issued by Bite to the Sponsor with a principal value not to exceed $350,000, as amended to increase the maximum principal value to $2,000,000.
“Sponsor Earnout Shares” means an aggregate of 1,100,000 New Above Food Common Shares to be issued to Sponsor at the Closing in exchange for Bite founder shares currently held by the Sponsor.
“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of April 29, 2023, by and among Bite, Above Food and the Sponsor executed in connection with the Business Combination Agreement.
“Stock Escrow Agreement” means the Stock Escrow Agreement, dated as of February 11, 2021, by and among Bite, the Sponsor, certain other Bite Stockholders named therein and Continental.
“Subsidiaries” means, with respect to a Person, any corporation, general or limited partnership, limited liability company, joint venture or other entity in which such Person, directly or indirectly, (a) owns or controls fifty percent (50%) or more of the outstanding voting securities, profits interest or capital interest, (b) is entitled to elect at least a majority of the board of directors or similar governing body or (c) in the case of a limited partnership, limited liability company or similar entity, is a general partner or managing member and has the power to direct the policies, management and affairs of such entity, respectively.
“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder.
“Transaction Proposals” means (i) the Business Combination Proposal, (ii) the Advisory Governance Proposal, (iii) the Adjournment Proposal, (iv) any other proposals as the SEC or the NYSE American stock exchange (or the respective staff members thereof) may indicate are necessary in their respective comments to the Registration Statement/Proxy Statement or correspondence related thereto and (v) any other proposals as determined by Bite and Above Food to be necessary or appropriate in connection with the Proposed Transactions.
“trust account” means the trust account that holds a portion of the proceeds of Bite’s IPO and the concurrent sale of the private placement warrants maintained at JPMorgan Chase Bank, N.A. by Continental on behalf of Bite’s public stockholders.
“Trust Agreement” means that certain Investment Management Trust Agreement between Bite and Continental, dated as of February 11, 2021.
 
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“units” means units issued in Bite’s IPO, each consisting of one share of Bite common stock and one warrant of Bite to purchase one share of Bite common stock.
“U.S. GAAP” means United States generally accepted accounting principles.
“Warrant” means a warrant to purchase one share of Bite common stock at a price of $11.50 per share.
“Warrant Agreement” means the warrant agreement, dated as of February 11, 2021, between Bite and Continental.
“Wood & Water” means Wood & Water Foods Inc., doing business as “Culcherd.”
“Working Capital Loans” means any loan made to Bite by the Sponsor, any affiliate of the Sponsor, or any of Bite’s or the Sponsor’s officers or directors for the purpose of financing costs incurred in connection with an initial business combination.
 
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Bite’s stockholders. Stockholders are urged to read carefully this entire Registration Statement/Proxy Statement, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q.
Why am I receiving this Registration Statement/Proxy Statement?
A.
Bite has entered into the Business Combination Agreement with New Above Food, Merger Sub and Above Food, which provides for the Business Combination in which, among other transactions, each of Above Food and Bite will become a direct, wholly owned subsidiary of New Above Food. A copy of the Business Combination Agreement is attached to this Registration Statement/Proxy Statement as Annex A.
If Bite’s stockholders approve the Business Combination Proposal and the parties consummate the Business Combination: (i) prior to the Closing, Above Food will continue from the laws of Saskatchewan to a corporation under the laws of the Province of Alberta pursuant to the ABCA; (ii) on the Closing Date and pursuant to a Plan of Arrangement, Above Food’s shareholders will effect the Share Exchange, pursuant to which, among other things, Above Food’s shareholders will contribute to New Above Food all of the issued and outstanding equity of Above Food in exchange for newly issued New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of New Above Food; and (iii) on the Closing Date and following the completion of the Share Exchange, Merger Sub will merge with and into Bite pursuant to the Merger, with Bite surviving as a direct, wholly owned subsidiary of New Above Food. Pursuant to the Share Exchange, a number of New Above Food Common Shares equal to $206,000,000 divided by $10.00 shall be issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. Upon completion of the Share Exchange, all of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange shall convert, respectively, into options, restricted share units and warrants exercisable for New Above Food Common Shares. As a result of the Merger, (i) each issued and outstanding share of Bite common stock will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one New Above Food Common Share and (ii) each issued and outstanding warrant to purchase shares of Bite common stock will no longer be outstanding and will, pursuant to the terms of the Warrant Agreement, be automatically converted into and become one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite’s common stock underlying such warrants will be automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of New Above Food Common Shares and warrants in accordance with the Business Combination Agreement. Please see the section titled “The Business Combination Proposal — Business Combination Agreement” for further information.
Bite’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement and the Business Combination, among other proposals.
The Bite common stock, warrants and units are currently listed on the NYSE American under the symbols “BITE,” “BITE.WT” and “BITE.U,” respectively. New Above Food has applied to list the New Above Food Common Shares and New Above Food Warrants on NYSE under the symbols “ABVE” and “ABVE.W”, respectively, in connection with the Closing. All outstanding Bite units will be separated into their underlying securities immediately prior to the Closing. Accordingly, New Above Food will not have units following consummation of the Business Combination, and therefore there will be no NYSE listing of the units following the consummation of the Business Combination.
This Registration Statement/Proxy Statement and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting of
 
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stockholders. You should read this Registration Statement/Proxy Statement and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Above Food with respect to the New Above Food Common Shares and New Above Food Warrants issuable in connection with the Business Combination.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this Registration Statement/Proxy Statement and its annexes.
Q.
What matters will Bite Stockholders consider at the special meeting of stockholders?
A.
At the special meeting of stockholders, Bite will ask its stockholders to vote on the following proposals:
1.
The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.
2.
The Advisory Governance Proposal — a proposal to approve and adopt, on a non-binding, advisory basis, certain material differences between the bylaws of Above Food in effect immediately prior to the consummation of the Business Combination (the “Existing Above Food Bylaws”) and the bylaws of New Above Food, the form of which is attached to this Registration Statement/Proxy Statement as Annex C (the “New Above Food Bylaws”).
3.
The Adjournment Proposal — a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the Available Cash Condition would not be satisfied.
Q.   Are any of the proposals conditioned on one another?
A.
The Closing is conditioned upon the approval of the Business Combination Proposal. The Business Combination Proposal is not conditioned upon the approval of the Advisory Governance Proposal. The Advisory Governance Proposal is non-binding and is not conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in this Registration Statement/Proxy Statement.
It is important to note that in the event that the Business Combination Proposal is not approved, then Bite will not consummate the Business Combination. If Bite does not consummate the Business Combination and fails to complete an initial business combination by February 17, 2024, or such later date as may be approved by Bite’s stockholders, Bite will be required to dissolve and liquidate.
Q.
What will happen upon the consummation of the Business Combination?
A.
Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) prior to the Closing, Above Food will continue from the laws of Saskatchewan to a corporation under the laws of the Province of Alberta pursuant to the ABCA; (ii) on the Closing Date and pursuant to a Plan of Arrangement, Above Food’s shareholders will effect the Share Exchange, pursuant to which, among other things, Above Food’s shareholders will contribute to New Above Food all of the issued and outstanding equity of Above Food in exchange for newly issued New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of New Above Food; and (iii) on the Closing Date and following the completion of the Share Exchange, Merger Sub will merge with and into Bite pursuant to the Merger, with Bite surviving as a direct, wholly owned subsidiary of New Above Food. Pursuant to the Share Exchange, a number of New Above Food Common Shares equal to $206,000,000 divided by $10.00 shall be issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. Upon completion of the Share Exchange, all of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange shall convert, respectively, into options, restricted share units and warrants exercisable
 
13

 
for New Above Food Common Shares. As a result of the Merger, (i) each issued and outstanding share of Bite common stock will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one New Above Food Common Share and (ii) each issued and outstanding warrant to purchase shares of Bite common stock will no longer be outstanding and will, pursuant to the terms of the Warrant Agreement, be automatically converted into and become one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite’s common stock underlying such warrants will be automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of New Above Food Common Shares and warrants in accordance with the Business Combination Agreement.
In connection with the Business Combination:

each outstanding share of Bite common stock will be automatically converted into one New Above Food Common Share;

each of Bite’s outstanding warrants will cease to represent a right to acquire shares of Bite common stock and will instead represent the right to acquire the same number of New Above Food Common Shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing; and

the Above Food Shareholders will receive an aggregate of up to 20,600,000 New Above Food Common Shares.
At the effective time of the Share Exchange, New Above Food will issue to the holders of Above Food’s shares, and will allocate to the holders of Above Food’s warrants for issuance upon exercise thereof, the Above Food Earnout Shares, consisting of an amount of shares designated as New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, in each case equal to the number of shares of Above Food, or shares of Above Food underlying Above Food warrants, as applicable, multiplied by the Above Food Earnout Ratio. In addition, the Sponsor Earnout Shares, consisting of an aggregate of 1,100,000 New Above Food Common Shares to be issued to the Sponsor at the Closing in exchange for Bite founder shares currently held by the Sponsor, will be subject to vesting conditions, and will be forfeited if such conditions are not satisfied. All or a portion of the Above Food Earnout Shares will convert into New Above Food Common Shares, and all or a portion of the Sponsor Earnout Shares will vest, in each case if certain conditions are satisfied within five years following the Closing Date, as follows:
(a)
Each New Above Food Class A Earnout Share will convert into New Above Food Common Shares on a one-for-one basis, and 550,000 of the Sponsor Earnout Shares will vest in full, if (i) on any 20 trading days within any 30 trading day period, the trading price of the New Above Food 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), (ii) the Adjusted EBITDA of New Above Food for the fiscal year ending January 31, 2024 is greater than or equal to $21,200,000 based on the audited consolidated financial statements for such period or (iii) there occurs any transaction resulting in a Change of Control with a valuation of the New Above Food Common Shares that is greater than or equal to $12.50 per New Above Food Common Share; and
(b)
Each New Above Food Class B Earnout Share will convert into New Above Food Common Shares on a one-for-one basis, and the remaining 550,000 Sponsor Earnout Shares will vest in full, if (i) on any 20 trading days within any 30 trading day period, the trading price of the New Above Food 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), (ii) the Adjusted EBITDA of New Above Food for the fiscal year ending January 31, 2025 is greater than or equal to $32,900,000 based on the audited consolidated financial statements for such period or (iii) there occurs any transaction resulting in a Change of Control with a valuation of the New Above Food Common Shares that is greater than or equal to $15.00 per New Above Food Common Share.
 
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Unless converted into New Above Food Common Shares as a result of the foregoing conditions being satisfied, the Above Food Earnout Shares shall bear no economic or voting rights other than the right to be redeemed at a price of US $0.00000000001 per share upon certain conditions.
Q.
Why is Bite proposing the Business Combination Proposal?
A.
Bite was organized for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Bite is not limited to a particular industry or geographic region.
Bite received $200,000,000 from its initial public offering and the private placement of the private placement units, which was placed into the trust account immediately following the initial public offering. In accordance with Bite’s amended and restated certificate of incorporation, the funds held in the trust account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the trust account upon consummation of the Business Combination?”
There are currently 8,518,178 shares of Bite common stock issued and outstanding, consisting of 2,878,178 public shares and 5,640,000 private shares, consisting of founder shares, private placement shares and representative shares. In addition, Bite currently has 10,275,000 warrants to purchase shares of Bite common stock outstanding. Each warrant entitles the holder thereof to purchase one share of Bite common stock at a price of $11.50 per share, subject to adjustment as described in the final prospectus for Bite’s IPO. The warrants will become exercisable 30 days after the completion of Bite’s initial business combination, and expire at 5:00 p.m., New York City time, five years after the completion of Bite’s initial business combination or earlier upon redemption or liquidation. The private placement warrants, however, are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. There are no shares of Bite preferred stock issued and outstanding.
Under Bite’s amended and restated certificate of incorporation, Bite must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of Bite’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote.
Based on its due diligence investigations of Above Food and the industry in which it operates, including the financial and other information provided by Above Food in the course of their negotiations in connection with the Business Combination Agreement, the Bite Board believes that Above Food has the potential to drive market share over time in a significant and growing addressable market around the world and, based upon Bite’s analyses and due diligence, has unrecognized value and other positive characteristics, such as competitive advantages in its industry. As a result, Bite believes that a business combination with Above Food has significant potential to create meaningful shareholder value following the consummation of the Business Combination. See the section titled “The Business Combination Proposal — Bite’s Board of Directors’ Reasons for the Approval of the Business Combination.”
Q.
Who is Above Food?
A.
Above Food is a Saskatchewan-based innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients and consumer products. Please see the section entitled “Business of Above Food and Certain Information About Above Food” for more information.
Q:
What will Bite Stockholders and warrant holders receive in the Business Combination?
A.
Each issued and outstanding share of Bite common stock shall no longer be outstanding and shall be automatically converted into and exchanged for the right to receive the Bite Per Share Merger Consideration. Each issued and outstanding Bite Public Warrant shall no longer be outstanding and shall, pursuant to the terms of the Warrant Agreement, be automatically converted into and become one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite common stock underlying such Bite Public Warrants will be automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of
 
15

 
New Above Food Common Shares and warrants in accordance with the terms of the Business Combination Agreement.
Q.
How much dilution may non-redeeming public stockholders experience in connection with the Business Combination and what equity stake will current public stockholders and Above Food Shareholders have in New Above Food after the Closing?
A.
Public stockholders are not required to vote “FOR” the Business Combination Proposal in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders.
If a public stockholder exercises its redemption rights, such exercise will not result in the loss of any public warrants that it may hold. We cannot predict the ultimate value of the public warrants following the consummation of the Business Combination, but assuming that 50.4% shares of Bite common stock held by our public stockholders were redeemed (under the “Maximum Redemption Scenario”), the 10,000,000 retained outstanding public warrants would have an aggregate value of $ based on the price per warrant of $     on, 2023, the most recent practicable date prior to the date of this Registration Statement/Proxy Statement. In addition, on, 2023, the most recent practicable date prior to the date of this Registration Statement/Proxy Statement, the price per share of Bite common stock closed at $. If the shares of Bite common stock are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming public stockholders that the Warrants will be exercised, which would result in immediate dilution to the non-redeeming public stockholders.
The tables below illustrate the anticipated relative ownership of public stockholders, the initial stockholders (being the Sponsor, EarlyBird and certain former and current independent directors of Bite), the Lenders, the Above Food Shareholders and the NRGene Shareholders upon completion of the Business Combination without and after giving effect to the additional dilution that may be caused by the exercise of the outstanding public warrants or private placement warrants, the exercise of warrants underlying the working capital units convertible from the Sponsor Convertible Promissory Note, the conversion of the Above Food Earnout Shares into New Above Food Common Shares and the vesting of the Sponsor Earnout Shares under various redemption scenarios. In the “No Redemption Scenario” as described below in the sensitivity table, the residual equity value owned by the non-redeeming public stockholders is assumed to be the deemed value of $10.00 per share and the implied total equity value of the combined company following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be $298.6 million. As a result of the respective redemption amounts in the illustrative redemption and contractual maximum redemption scenarios as described below in the sensitivity table, the implied total equity value of the combined company following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be $284.1 million in the contractual maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario, as described further below. Stockholders will experience additional dilution to the extent New Above Food issues any such additional securities after the Closing.
Holders
Minimum Redemption
Scenario(1)
% of Total
Maximum Redemption
Scenario(2)
% of Total
Bite public stockholders
2,878,178 9.6% 1,428,178 5.0%
Bite initial stockholders(3)
4,690,000 15.7% 4,690,000 16.5%
Lenders(4)
950,000 3.2% 950,000 3.3%
Above Food shareholders(5)
20,600,000 69.0% 20,600,000 72.5%
NRGene Shareholders
738,334 2.5% 738,334 2.6%
Total shares outstanding
29,856,512 100.0% 28,406,512 100.0%
Total equity value post-redemptions(6)
$ 298,565,123 $ 284,065,123
 
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Additional Dilution Sources
Minimum
Redemption
Scenario(1)
% of
Total(18)
Per
Share
Value(19)
Maximum
Redemption
Scenario
% of
Total(18)
Per
Share
Value(19)
Public warrants(7)
10,000,000 25.1% $ 10.38 10,000,000 26.0% $ 10.39
Private placement warrants(8)
275,000 0.9% $ 10.01 275,000 1.0% $ 10.01
Warrants underlying Sponsor Convertible Promissory Note(9)
75,000 0.3% $ 10.00 75,000 0.3% $ 10.00
Above Food Earnout Shares(10)
6,114,620 17.0% $ 10.64 6,114,620 17.7% $ 10.66
Sponsor Earnout Shares(11)
1,100,000 3.6% $ 10.13 1,100,000 3.7% $ 10.14
Above Food Options Tranche 1(12)
209,893 0.7% $ 9.98 209,893 0.7% $ 9.98
Above Food Options Tranche 2(13)
1,698,453 5.4% $ 10.40 1,698,453 5.6% $ 10.42
Above Food Options Tranche 3(14)
127,384 0.4% $ 10.03 127,384 0.4% $ 10.03
Above Food Warrants(15)
2,397,644 7.4% $ 10.23 2,397,644 7.8% $ 10.24
Above Food Bonus OTM Broker Warrants(16)
170,836 0.6% $ 10.02 170,836 0.6% $ 10.02
ANF Earnout Shares(17)
220,000 0.7% $ 9.99 220,000 0.8% $ 9.99
Total Additional Dilution Sources(18)
22,388,830 42.9% $ 11.21 22,388,830 44.1% $ 11.24
(1)
This scenario assumes that no shares of Bite common stock are redeemed from Bite’s public stockholders in connection with, or prior to, the consummation of the Business Combination.
(2)
This scenario assumes that 1,450,000 shares of Bite common stock are redeemed from Bite’s public stockholders. The 1,450,000 shares redeemed in this scenario was calculated so that the trust account would hold the minimum cash required to satisfy the Available Cash Condition in the Business Combination Agreement.
(3)
Consists of 5,640,000 private shares currently outstanding, less 1,100,000 Sponsor Earnout Shares, plus 150,000 shares underlying the Sponsor Convertible Promissory Note (as to which the Sponsor has agreed, pursuant to the Sponsor Support Agreement, to convert $1.5 million of the outstanding principal into units at the consummation of the Business Combination, which are then converted into a New Above Food Common Share and one half of a warrant to acquire a New Above Food Common Share, with a strike price of $11.50).
(4)
Represents the number of New Above Food Common Shares that will be owned by the Lenders immediately following the consummation of the Business Combination, consisting of 950,000 New Above Food Common Shares to be issued at the Closing upon the conversion of the aggregate principal amount outstanding under the Convertible Loan Agreement.
(5)
In addition to the value of shares issued and outstanding as at January 31, 2023, this row includes the following Above Food equity instruments (i) for which New Above Food Common Shares are issuable upon the consummation of the Business Combination or (ii) which have an exercise price that is lower than a value of $10.00 per share: (a) an assumed 150,000 New Above Food Common Shares issuable to the Lenders to settle the accrued interest pursuant to the terms of the Convertible Loan Agreement, (b) consideration of 1,777,778 New Above Food Common Shares for the acquisition of the remaining interest of ANF, (c) shares of 1,703,761 issuable to Above Food’s employees pursuant to restricted share units that will begin vesting upon the consummation of the Business Combination and pursuant to employment agreements, (d) 417,662 shares issuable for the vested portion of Above Food’s options and (e) 104,027 shares issuable for Above Food’s in-the-money broker warrants.
(6)
This assumes that the total shares outstanding have a value of $10.00 per share.
(7)
This row assumes exercise of all Public Warrants outstanding as of January 31, 2023, to purchase 10,000,000 shares of Bite common stock. Percentages in this row represent (a) the 10,000,000 shares of
 
17

 
Bite common stock underlying the Public Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 10,000,000 shares of Bite common stock underlying the Public Warrants.
(8)
This row assumes exercise of all private placement warrants outstanding as of January 31, 2023, to purchase 275,000 shares of Bite common stock. Percentages in this row represent (a) the 275,000 shares of Bite common stock underlying the private placement warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 275,000 shares of Bite common stock underlying the private placement warrants.
(9)
This row assumes that the maximum amount permitted under the Sponsor Convertible Promissory Note to be converted into units in the aggregate amount of $1,500,000 is converted into units at a price of $10.00 per unit, as required by the terms of the Sponsor Support Agreement, and that the 75,000 warrants included in such units are all exercised. Percentages in this row represent (a) the 75,000 shares of Class A Common Stock underlying such warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 75,000 shares of Class A Common Stock underlying such warrants.
(10)
This row assumes that all of the Above Food Earnout Shares are converted into New Above Food Common Shares. Percentages in this row represent (a) the 6,114,620 Above Food Earnout Shares divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 6,114,620 Above Food Earnout Shares.
(11)
This row assumes that all of the Sponsor Earnout Shares vest in full. Percentages in this row represent (a) the 1,100,000 Sponsor Earnout Shares divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 1,100,000 Sponsor Earnout Shares.
(12)
This row assumes that all of the first tranche of Above Food’s unvested options (“Above Food Options T1”) are converted into New Above Food Common Shares. Percentages in this row represent (a) the 209,893 Above Food Options T1 divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 209,893 Above Food Options T1.
(13)
This row assumes that all of the second tranche of Above Food’s unvested options (“Above Food OTM Options T2”) are converted into New Above Food Common Shares. Percentages in this row represent (a) the 1,698,453 Above Food OTM Options T2 divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 1,698,453 Above Food OTM Options T2.
(14)
This row assumes that all of the third tranche of Above Food’s unvested options (“Above Food OTM Options T3”) are converted into New Above Food Common Shares. Percentages in this row represent (a) the 127,384 Above Food OTM Options T3 divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 127,384 Above Food OTM Options T3.
(15)
This row assumes that all of Above Food’s out-of-the-money warrants (“Above Food OTM Warrants”) are converted into New Above Food Common Shares. Percentages in this row represent (a) the 2,397,644 Above Food OTM Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 2,397,644 Above Food OTM Warrants.
(16)
This row assumes that all of Above Food’s bonus out-of-the-money broker warrants (“Above Food OTM Broker Warrants”) are converted into New Above Food Common Shares. Percentages in this row represent (a) the 170,836 Above Food OTM Broker Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 170,836 Above Food OTM Broker Warrants.
(17)
This row assumes the issuance of (i) 100,000 shares payable to ANF securityholders in the first year following the consummation of the ANF Acquisition (“ANF Year One Earnout Shares”) and (ii) 120,000 shares payable to ANF securityholders in the second year following the consummation of the ANF Acquisition (“ANF Year Two Earnout Shares” and, together with the ANF Year One Earnout Shares, the “ANF Earnout Shares”). These amounts represent the estimated maximum payout in shares under these earn out arrangements. Percentages in this row represent (a) the 220,000 ANF Earnout Shares divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” plus (ii) 220,000 ANF Earnout Shares.
(18)
This row assumes the issuance of all New Above Food Common Shares in connection with each of the additional dilution sources, which equals 22,388,830 New Above Food Common Shares. Percentages
 
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in this row represent (a) the foregoing share amount divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding” for the Minimum Redemption Scenario or the Maximum Redemption Scenario, as applicable.
(19)
The Percentage of Total with respect to each additional dilution source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.
(20)
Calculation of value per share assumes the issuance of the maximum amount of New Above Food Common Shares in connection with the additional dilution sources. In addition, calculation of value per share in the rows entitled “Public Warrants” and “Private placement warrants” and “Warrants underlying Sponsor Convertible Promissory Note” is based on the applicable Total Equity Value Post-Redemptions in the Minimum Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Warrants at $11.50 per share for a total cash exercise price of approximately $115.0 million in the row entitled “Public Warrants,” approximately $3.2 million in the row entitled “Private placement warrants” and approximately $0.9 million in the row entitled “Warrants underlying Sponsor Convertible Promissory Note.” Calculation of value per share in the row entitled “Total Additional Dilution Sources” is based on the applicable Total Equity Value Post-Redemptions in the Minimum Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Warrants at $11.50 per share in the rows entitled “Public Warrants” and “Private placement warrants” and “Warrants underlying Sponsor Convertible Promissory Note.”
The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Bite nor Above Food issues any additional equity securities prior to the Business Combination, including in a PIPE Financing. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.
Q.   Who will be the directors and officers of New Above Food if the Business Combination is consummated?
A.
It is anticipated that, at the Closing, the New Above Food Board will be composed of Lionel Kambeitz, Wayne Bernakevitch, Tyler West, Felipe Gomez,                  ,                   and                  . New Above Food’s executive management team will be led by Mr. Kambeitz, who will serve as Chairman of the New Above Food Board and President and Chief Executive Officer of New Above Food, and will include Jason Zhao as Chief Financial Officer, Tyler West as Vice President of Disruptive Ag & Rudimentary Ingredients and Martin Williams as Vice President of Consumer Brands. We are in the process of identifying the other individuals who will be New Above Food executive officers. See the section titled “Management of New Above Food Following the Business Combination” for additional information.
Q:   How will New Above Food be governed following the Business Combination?
A:
Upon consummation of the Business Combination, New Above Food will be governed by the New Above Food Articles and the New Above Food Bylaws, which are attached hereto as Annex B and Annex C, respectively. The New Above Food Board will be responsible for guiding New Above Food’s business and affairs and overseeing management.
Q.   What conditions must be satisfied to complete the Business Combination?
A.
There are a number of closing conditions in the Business Combination Agreement, including that the Bite Stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section titled “The Business Combination Proposal — Business Combination Agreement.”
Q.   What happens if I sell my shares of Bite common stock before the special meeting of stockholders?
A.
The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Bite common stock after the
 
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record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be able to seek redemption of your shares of Bite common stock because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your shares of Bite common stock prior to the record date, you will have no right to vote those shares at the special meeting of stockholders or to redeem those shares for a pro rata portion of the proceeds held in Bite’s trust account. Only Bite’s stockholders on the date of the Closing will be entitled to receive New Above Food Common Shares upon consummation of the Business Combination.
Q:
How has the announcement of the Business Combination affected the trading price of Bite common stock and Bite Public Warrants?
A:
On April 28, 2023, the last trading date before the public announcement of the Business Combination, Bite common stock and Bite Public Warrants closed at $10.31 and $0.05, respectively. On            , 2023, the trading date immediately prior to the date of this Registration Statement/Proxy Statement, Bite common stock and Bite Public Warrants closed at $     and $     , respectively.
Q:   Following the Business Combination, will Bite’s securities continue to trade on a stock exchange?
A:
No. Bite anticipates that, following consummation of the Business Combination, the Bite common stock and Bite Public Warrants will be delisted from the NYSE American, and Bite will be deregistered under the Exchange Act. Each issued and outstanding share of Bite common stock shall no longer be outstanding and shall be automatically converted into and exchanged for the right to receive the Bite Per Share Merger Consideration. Each issued and outstanding Bite Public Warrant shall no longer be outstanding and shall, pursuant to the terms of the Warrant Agreement, be automatically converted into and become one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite common stock underlying such Bite Public Warrants will be automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of New Above Food Common Shares and warrants in accordance with the terms of the Business Combination Agreement.
New Above Food intends to list the New Above Food Common Shares and New Above Food Warrants on the NYSE. It is anticipated that upon the Closing, the New Above Food Common Shares and New Above Food Warrants will be listed on the NYSE under the ticker symbols “ABVE” and “ABVE.W,” respectively. Please see the subsection entitled “The Business Combination — Certain Information Relating to New Above Food — Listing of New Above Food Common Shares on the NYSE” for additional information.
Q.   What vote is required to approve the proposals presented at the special meeting of stockholders?
A.
The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding shares of Bite common stock entitled to vote thereon at the special meeting of stockholders. Accordingly, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have the same effect as a vote “AGAINST” the Business Combination Proposal.
The approval of each of the Advisory Governance Proposal, and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of Bite common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have no effect on the outcome of any vote on the Advisory Governance Proposal, or, if presented, the Adjournment Proposal.
Additionally, you are not required to affirmatively vote for or against the Business Combination Proposal in order to exercise your redemption rights.
Q.   Do Above Food’s shareholders need to approve the Business Combination?
A.
It is a condition to Closing that Above Food’s shareholders approve the Plan of Arrangement and
 
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related transactions. Above Food expects to convene a meeting of Above Food shareholders providing for, among other things, the calling and holding of such meeting to consider, and if deemed advisable approve, the Plan of Arrangement, which is included as Exhibit D to the Business Combination Agreement, which is included as Annex A to this Registration Statement/Proxy Statement included as Annex A to this Registration Statement/Proxy Statement. In connection with such meeting, Above Food expects to distribute the Canadian information circular to its shareholders which will contain a notice of meeting and the accompanying management information circular.
In connection with the execution of the Business Combination Agreement, Bite and the Key Above Food Shareholders entered into the Shareholder Support Agreement, pursuant to which among other things, the Key Above Food Shareholders agreed to support and vote in favor of the Business Combination.
Q.
May Bite, the Sponsor or Bite’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?
A.
In connection with the stockholder vote to approve the proposed Business Combination, Bite may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the trust account without the prior written consent of Above Food. None of the Sponsor or Bite’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Bite’s directors, officers, advisors or their affiliates purchase shares of Bite common stock in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, or to satisfy the Available Cash Condition. This may result in the completion of the Business Combination that may not otherwise have been possible.
Q.
Will Bite or New Above Food issue additional equity securities in connection with the consummation of the Business Combination?
A.
Prior to signing the Business Combination Agreement, Above Food, the Sponsor and certain strategic investors entered into the Convertible Loan Agreement, pursuant to which the Lenders have loaned, or committed to loan, an aggregate of $9,500,000 to Above Food. On the Closing Date, each Loan will be converted into a number of New Above Food Common Shares equal to the principal amount of the Loan (plus the interest paid on the Closing Date in the form of New Above Food Common Shares pursuant to the terms of the Convertible Loan Agreement) divided by $10.00. Prior to the Closing, New Above Food may enter into one or more PIPE Subscription Agreements with PIPE Investors, pursuant to which New Above Food would issue and sell New Above Food Common Shares to such PIPE Investors on the Closing Date, at such prices and on such other terms as may be set forth in the PIPE Subscription Agreements.
Q.   How many votes do I have at the special meeting of stockholders?
A.
Bite’s stockholders are entitled to one vote at the special meeting of stockholders for each share of Bite common stock held of record as of the record date. As of the close of business on the record date, there were             outstanding shares of Bite common stock.
Q.   How will the initial stockholders, Sponsor and Bite management vote?
A.
In connection with Bite’s IPO, Bite entered into an agreement with the initial stockholders, pursuant to which each agreed to vote their founder shares and any other shares acquired during and after Bite’s
 
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IPO in favor of the Business Combination Proposal. Neither the initial stockholders nor Bite’s directors or officers have purchased any shares during or after Bite’s IPO and neither Bite, the Sponsor nor Bite’s directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares of Bite common stock. Currently, the initial stockholders hold all of the private shares, which represent approximately 66.2% of the issued and outstanding shares of Bite common stock.
Q.   What interests do Bite’s current officers and directors have in the Business Combination?
A.
Bite’s directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

the beneficial ownership of the Sponsor and certain of Bite’s directors and officers of an aggregate of 5,496,667 founder shares and private placement shares, which shares would become worthless if Bite does not complete a business combination within the applicable time period, as the initial stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $57.6M, based on the closing price of the Bite common stock of $10.47 on the NYSE American on October 6, 2023;

the beneficial ownership of the Sponsor and certain of Bite’s directors and officers of an aggregate of 260,000 private placement warrants, which warrants would expire and become worthless if Bite does not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $14,300, based on the closing price of the public warrants of $0.055 on the NYSE American on October 3, 2023;

Bite’s directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on Bite’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated;

the potential continuation of            , one of Bite’s directors, as a director of New Above Food following the consummation of the Business Combination; and

the continued indemnification of current directors and officers of Bite and the continuation of directors’ and officers’ liability insurance after the Business Combination.
These interests may influence Bite’s directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section titled “The Business Combination Proposal — Bite’s Board of Directors’ Reasons for the Approval of the Business Combination.”
Q:
Are there material differences between my rights as a New Above Food Shareholder and my rights as a Bite Stockholder?
A:
Yes. There are certain material differences between your rights as a New Above Food Shareholder and your rights as a Bite Stockholder. You are urged to read the sections entitled “Description of New Above Food Securities” and “Comparison of the Rights of Holders of Bite Common Stock and New Above Food Common Shares.”
Q:   What happens if I vote against the Business Combination Proposal?
A:
If you vote against the Business Combination Proposal but the Business Combination Proposal still receives the requisite vote at the special meeting, then the Business Combination Proposal will be approved and, subject to the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.
If you vote against the Business Combination Proposal but the Business Combination Proposal and the Business Combination Proposal does not receive the affirmative vote of the holders of a majority of the shares of Bite common stock then outstanding, then the Business Combination Proposal will fail and we will not consummate the Business Combination. Under Bite’s amended and restated certificate of incorporation, if the Business Combination Proposal is not approved and Bite does not otherwise
 
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consummate an alternative business combination by February 17, 2024, or such later date as may be approved by Bite’s stockholders, Bite will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to Bite’s public stockholders.
Q:
Why is Bite proposing the Advisory Governance Proposal?
A:
As required by applicable SEC guidance, Bite is requesting that the Bite Stockholders consider and vote upon a proposal to approve, on a non-binding, advisory basis, certain material differences between the Existing Above Food Bylaws and the New Above Food Bylaws. This vote is not required by Alberta law. However, consistent with SEC guidance, Bite is submitting the Advisory Governance Proposal to its stockholders separate and apart from the Business Combination Proposal for approval. This is an advisory vote and is not binding on the Bite Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Governance Proposal. Accordingly, regardless of the outcome of the non-binding, advisory vote on the Advisory Governance Proposal, the New Above Food Bylaws will take effect upon the consummation of the Business Combination.
The full text of the New Above Food Bylaws is attached to this Registration Statement/Proxy Statement as Annex C. Please see the section entitled “The Advisory Governance Proposal” for additional information.
Q.
Did the Bite Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
The Bite Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The Bite Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The Bite Board also determined, without seeking a valuation from a financial advisor, that Above Food’s fair market value was at least 80% of Bite’s net assets (excluding taxes payable on the income accrued in the trust account). Accordingly, investors will be relying on the judgment of the Bite Board as described above in valuing the Above Food business and assuming the risk that the Bite Board may not have properly valued such business.
Q:
What are some of the positive and negative factors that the Bite Board considered when determining to enter into the Business Combination Agreement and their rationale for approving the Business Combination?
A:
The Bite Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Bite Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Bite Board may have given different weight to different factors.

Above Food’s large and growing market opportunity.   The Bite Board believes the total addressable market for Above Food’s products exceeds $200 billion globally, and will continue to grow.

Above Food’s historic growth and significant planned growth and growth potential.   Above Food achieved significant revenue growth over the past several years, from $113 million in fiscal year 2021 to $294 million in fiscal year 2023, and expects that growth to continue, without the need for significant capital expenditures in the next several years.

Above Food’s experienced management team.   The Bite Board believes that Above Food has a proven and experienced management team that is positioned to lead New Above Food after the Business Combination.

Scalable business with a differentiated food and ingredient process.   The Bite Board also believes that Above Food provides a unique opportunity to invest in a vertically integrated business that provides an actionable opportunity for ESG-focused investors.

Above Food’s existing shareholders will rollover 100% of their equity.   The Bite Board considered that the current Above Food shareholders will roll over all of their equity into New Above Food and
 
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become the controlling shareholders of New Above Food, demonstrating their significant commitment to the combined company going forward.

Due diligence.   Prior to entering into the Business Combination Agreement, the Bite Board reviewed and discussed in detail the results of the due diligence examination of Above Food conducted by Bite’s management team and Bite’s financial and legal advisors.

Committed capital.   The Bite Board considered that the $9.5 million in committed investments from strategic investors pursuant to the Convertible Loan Agreement validated Bite’s management evaluation of the attractiveness of the opportunity, and has the potential to provide additional commercial synergies for Above Food.

Attractive Valuation.   At the time of announcement, Above Food’s pro forma enterprise value of $319 million implied a 0.66x multiple of projected fiscal year 2024 revenue, based on Above Food’s management’s projections. This would represent a meaningful discount to the Comparable Companies (as defined below), which had a median enterprise value of calendar year 2023 median consensus revenues of 1.90x to 3.14x projected 2023 revenue as of April 2023.
The Bite Board also identified and considered the following factors and risks and other potentially negative factors concerning the Business Combination, although not weighted or in any order of significance:

Benefits may not be achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

Closing conditions.   The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Bite’s control, including approval by Bite’s stockholders, and approval by NYSE of the initial listing application in connection with the Business Combination.

Post-closing capital requirements.   The ability of the combined company to raise new capital to meet its near and long-term liquidity needs.

Fees and expenses.   The fees and expenses associated with completing the Business Combination.

No third-party valuation.   The risk that Bite did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination.

Potential litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

The Bite Stockholders receiving a minority position.   The fact that the Bite Stockholders will hold a minority position in New Above Food.

Public company experience of officers.   The fact that the Chief Executive Officer and Chief Financial Officer of New Above Food have no experience in operating a U.S. publicly-traded company.

Other risk factors.   Various other risk factors associated with the respective businesses of Bite and Above Food as described in the section entitled “Risk Factors” appearing elsewhere in this Registration Statement/Proxy Statement.
Based on its review of the forgoing considerations, the Bite Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects Bite Stockholders will receive as a result of the Business Combination. The Bite Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.
For more information about the Bite Board’s decision-making process, see the subsection entitled “The Business Combination — Reasons of the Bite Board and Transaction Committee Approving the Business Combination.”
 
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Q.   What happens if the Business Combination Proposal is not approved?
A.
If the Business Combination Proposal is not approved and Bite does not consummate a business combination by February 17, 2024 or amend its amended and restated certificate of incorporation to extend the date by which Bite must consummate an initial business combination, Bite will be required to dissolve and liquidate the trust account.
Q.   Do I have redemption rights?
A.
If you are a holder of public shares, you may redeem your public shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of Bite’s IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Bite to pay its franchise and income taxes, upon the consummation of the Business Combination. Holders of Bite’s outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the initial stockholders have agreed to waive their redemption rights with respect to their founder shares and any public shares that they may have acquired during or after Bite’s IPO in connection with the completion of Bite’s initial business combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price. For illustrative purposes, based on funds in the trust account of approximately $31,002,996 on June 30, 2023, the estimated per share Redemption Price would have been approximately $10.34. This is greater than the $10.00 initial public offering price of Bite’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the trust account, including interest earned on the funds held in the trust account and not previously released to Bite to pay franchise and income taxes, in connection with the liquidation of the trust account.
Q.   Is there a limit on the number of shares I may redeem?
A.
A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the outstanding public shares of Bite common stock, without Bite’s prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of the 15% threshold beneficially owned by such public stockholder or group will not be redeemed for cash, without our prior consent. On the other hand, a public stockholder who holds less than 15% of the public shares may redeem all of the public shares held by such stockholder for cash.
In no event, however, will Bite redeem public shares in an amount that would cause Bite’s net tangible assets to be less than $5,000,001 immediately after the Closing.
Q.   Will how I vote affect my ability to exercise redemption rights?
A.
No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their public shares and no longer remain stockholders, leaving stockholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of NYSE.
It is a condition to the Closing under the Business Combination Agreement, however, that there be at least $5,000,000 in Available Cash. If redemptions by public stockholders cause Bite to be unable to meet this closing condition, then Above Food will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In no event, however, will Bite redeem public shares in an amount that would cause Bite’s net tangible assets to be less than $5,000,001 immediately after the Closing.
 
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Q.   How do I exercise my redemption rights?
A.
In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on            , 2023 (two business days before the special meeting of stockholders), (i) submit a written request to Bite’s transfer agent that Bite redeem your public shares for cash, and (ii) deliver your public shares to Bite’s transfer agent physically or electronically through DTC. The address of Continental, Bite’s transfer agent, is listed under the question “Who can help answer my questions?” below. Bite requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your public shares generally will be faster than delivery of physical stock certificates.
A physical stock certificate will not be needed if your stock is delivered to Bite’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Bite’s transfer agent will need to act to facilitate the request. It is Bite’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Bite does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Bite’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Bite’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Bite’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting Bite’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
For a discussion of the material U.S. federal income tax consequences of exercising your redemption rights, see the section entitled “U.S. Federal Income Tax Considerations.”
Q.
What are the U.S. federal income tax consequences to me of the Merger?
A.
Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations of the Business Combination” below (including the discussion of Section 367(a) of the Code), it is intended that the Merger, taken together with certain related transactions, will constitute an integrated transaction that qualifies for tax-deferred treatment under Section 351(a) of the Code (the “Intended Tax Treatment”). However, if the Merger, taken together with certain related transactions, does not qualify for the Intended Tax Treatment (and does not otherwise qualify for tax-deferred treatment under another section of the Code), the Merger would be a taxable transaction to U.S. holders (as defined below under “Material U.S. Federal Income Tax Considerations of the Business Combination”) of Bite common stock. Further, the receipt of New Above Food Warrants in exchange for Public Warrants pursuant to the Merger generally will be a taxable transaction to U.S. holders of Public Warrants regardless of whether the Merger qualifies for the Intended Tax Treatment.
In addition, Section 367(a) of the Code generally requires a U.S. holder of securities in a U.S. corporation to recognize gain (but not loss) when such securities are exchanged for stock or securities of a non-U.S. corporation in an exchange that would otherwise qualify for tax-deferred treatment unless certain conditions are met. At this time, there is significant uncertainty as to whether all of these conditions will be met with respect to the Merger. The application of Section 367(a) of the Code to the Merger is complex and depends on factors that cannot be determined until the closing of the Merger, as well as the interpretation of legal authorities which are not entirely clear and subject to change. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Merger or that a court will not agree with such a position of the IRS in the event of litigation.
 
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For a more complete discussion of the U.S. federal income tax considerations of the Merger, including the application of Section 367(a) of the Code, see “Material U.S. Federal Income Tax Considerations of the Business Combination” below.
Q:   If I am a Bite warrant holder, can I exercise redemption rights with respect to my warrants?
A:
No. There are no redemption rights with respect to Bite warrants.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
No. There are no appraisal rights available to holders of shares of Bite common stock or warrants in connection with the Business Combination.
Q:
What happens to the funds held in the trust account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the trust account will be released to pay Bite Stockholders who properly exercise their redemption rights. Any additional funds available for release from the trust account will be used for general corporate purposes of New Above Food following the Business Combination, including the payment of transaction expenses of the parties to the Business Combination Agreement.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — Business Combination Agreement — Above Food, New Above Food and Merger Sub Conditions to Closing — Termination” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Business Combination Agreement or otherwise, Bite does not complete an initial business combination by February 17, 2024, or such later date as may be approved by Bite’s stockholders, Bite’s amended and restated certificate of incorporation provides that Bite will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account net of interest that may be used by Bite to pay its franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Bite’s remaining stockholders and the Bite Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the section titled “Risk Factors — Risks Related to the Business Combination, Redemptions and Certain Outstanding Bite Securities — Bite may not be able to complete the Business Combination within the prescribed time frame, in which case Bite would cease all operations except for the purpose of winding up and Bite would redeem its public shares and liquidate, in which case Bite’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and Bite’s warrants will expire worthless” and “— Bite’s stockholders may be held liable for claims by third parties against Bite to the extent of distributions received by them upon redemption of their shares.” Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.
In the event of liquidation, there will be no distribution with respect to Bite’s outstanding warrants. Accordingly, the warrants will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.
For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.
 
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Q:
What do I need to do now?
A:
You are urged to carefully read and consider the information contained in this Registration Statement/Proxy Statement, including the section entitled “Risk Factors”, the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Registration Statement/Proxy Statement on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:   How do I vote?
A:
If you were a holder of record of shares of Bite common stock on            , 2023, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or nominee.
Q:
How do I attend Bite’s special meeting of stockholders?
A:
Bite’s special meeting of stockholders will be held on            , 2023 at             a.m., Eastern Time at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, pursuant to the procedures described in this Registration Statement/Proxy Statement, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Transaction Proposals.
Q:
What will happen if I abstain from voting or fail to vote at the special meeting of stockholders?
A:
At the special meeting of stockholders, Bite will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will the same effect as a vote “AGAINST” the Business Combination Proposal and no effect on the outcome of any vote on the Advisory Governance Proposal, or, if presented, the Adjournment Proposal.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by Bite without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.
Q.
Do I need to attend the special meeting of stockholders to vote my shares?
A.
No. You are invited to attend the special meeting of stockholders to vote on the proposals described in this Registration Statement/Proxy Statement. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Bite encourages you to vote as soon as possible after carefully reading this Registration Statement/Proxy Statement.
Q.
If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?
A.
Yes. After carefully reading and considering the information contained in this Registration Statement/Proxy Statement, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
 
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Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters, unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Bite believes the proposals presented to the stockholders at the special meeting of stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting of stockholders and will have the same effect as a vote “AGAINST” the Business Combination Proposal. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote that has the effect of voting against the Business Combination Proposal also have the effect of exercising your redemption rights for a pro rata portion of the trust account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. You may change your vote by sending a later-dated, signed proxy card to Bite’s proxy solicitor,            , at prior to the vote at the special meeting of stockholders, or attend the special meeting of stockholders and vote in person. You also may revoke your proxy by sending a notice of revocation to            , provided such revocation is received prior to the vote at the special meeting of stockholders. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q.
What should I do if I receive more than one set of voting materials?
A.
You may receive more than one set of voting materials, including multiple copies of this Registration Statement/Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q.
What is the quorum requirement for the special meeting of stockholders?
A.
A quorum will be present at the special meeting of stockholders if a majority of the Bite common stock outstanding and entitled to vote at the meeting is represented in person or by proxy. As of the record date for the special meeting of stockholders, 4,259,090 shares of Bite common stock would be required to achieve a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the special meeting of stockholders will have the power to adjourn such meeting.
Q.
What happens to Bite warrants I hold if I vote my shares of Bite common stock against approval of the Business Combination Proposal and validly exercise my redemption rights?
A.
Properly exercising your redemption rights as a Bite Stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your Bite warrants will automatically convert into warrants to purchase New Above Food Common Shares as described in this Registration Statement/Proxy Statement. If the Business
 
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Combination is not completed, you will continue to hold your Bite warrants, and if Bite does not otherwise consummate an initial business combination by February 17, 2024, or such later date as may be approved by Bite’s stockholders, Bite will be required to dissolve and liquidate, and your warrants will expire worthless.
Q.
Who will solicit and pay the cost of soliciting proxies?
A.
Bite will pay the cost of soliciting proxies for the special meeting of stockholders. Bite has engaged to assist in the solicitation of proxies for the special meeting of stockholders. Bite has agreed to pay a fee of $     . Bite will reimburse        for reasonable out-of-pocket expenses and will indemnify and its affiliates against certain claims, liabilities, losses, damages and expenses. Bite also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Bite common stock for their expenses in forwarding soliciting materials to beneficial owners of Bite common stock and in obtaining voting instructions from those owners. Bite’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q.
Who can help answer my questions?
A.
If you have questions about the proposals, or if you need additional copies of this Registration Statement/Proxy Statement or the enclosed proxy card, you should contact Bite’s proxy solicitor:
You may also contact Bite at:
Bite Acquisition Corp.
720 N. State Street
Chicago, IL 60654
Telephone: (347) 685-5236
Attention: Alberto Ardura González, Chief Executive Officer
To obtain timely delivery of the documents in advance of the special meeting of stockholders to be held on            , 2023, Bite’s stockholders must request the materials no later than five business days prior to the special meeting of stockholders, by    , 2023.
You may also obtain additional information about Bite from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to Bite’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
 
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SUMMARY OF THE REGISTRATION STATEMENT/PROXY STATEMENT
This summary highlights selected information from this Registration Statement/Proxy Statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting of stockholders, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this Registration Statement/Proxy Statement. The Business Combination Agreement is the legal document that governs the Arrangement and the Merger and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this Registration Statement/Proxy Statement in the section titled “The Business Combination Proposal — Business Combination Agreement.”
The Parties
Bite
Bite is a blank check company incorporated in Delaware on September 29, 2020. Bite was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.
The Bite common stock, warrants and units are currently listed on the NYSE American under the symbols “BITE,” “BITE.WT” and “BITE.U,” respectively. In connection with the Business Combination, (i) each outstanding share of Bite common stock will be automatically converted into one New Above Food Common Share and (ii) each of Bite’s outstanding warrants will cease to represent a right to acquire shares of Bite common stock and will instead represent the right to acquire the same number of New Above Food Common Shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing. The units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.
The mailing address of Bite’s principal executive office is 720 N. State Street, Chicago, IL 60654, United States and its telephone number is (347) 685-5236.
Above Food
Above Food is a Saskatchewan-based innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients and consumer products. Above Food is a differentiated, vertically integrated, plant-based ingredient and food company dedicated to regenerative agriculture and sustainable food technologies that create a healthier world. Above Food delivers nutritious food ingredients to its customers with traceability and sustainability, with margin enhancement that comes from maintaining oversight across the entire production value chain from seed to fork.
For more information about Above Food, see the section entitled “Business of Above and Certain Information About Above Food.”
The mailing address of Above Food’s principal executive office is 2305 Victoria Avenue #001, Regina, Saskatchewan, Canada S4P 0S7 and its telephone number is (306) 779-2268.
New Above Food
New Above Food was incorporated under the laws of Alberta, Canada on April 18, 2023. Prior to the consummation of the Business Combination, the sole director of New Above Food is Lionel Kambeitz, who is currently the Chairman, President and Chief Executive Officer of Above Food, and the sole shareholder of New Above Food is Above Food. New Above Food will become the parent company of Bite and Above Food upon the consummation of the Business Combination. New Above Food intends to list the New Above Food Common Shares on the NYSE. It is anticipated that upon the Closing, the New Above Food Common Shares will be listed on the NYSE under the ticker symbol “ABVE.”
New Above Food owns no material assets and has not conducted any material activities other than those incidental to its formation and to the matters contemplated by the Business Combination Agreement,
 
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such as the making of certain required securities law filings and the preparation of this Registration Statement/Proxy Statement.
The address of New Above Food’s registered office is 2305 Victoria Avenue #001, Regina, Saskatchewan, S4P 0S7. After the consummation of the Business Combination, its principal executive office will be that of Above Food, located at 2305 Victoria Avenue #001, Regina, Saskatchewan, S4P 0S7, and its telephone number will be 306-779-2268.
Merger Sub
Above Merger Sub, Inc. is a Delaware corporation and a direct, wholly owned subsidiary of New Above Food. Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Business Combination Agreement.
The mailing address of Merger Sub’s principal executive office is 2305 Victoria Avenue #001, Regina, Saskatchewan, Canada S4P 0S7 and its telephone number is (306) 779-2268.
The Business Combination Proposal
At the special meeting of the stockholders, Bite Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement, by and among Bite, New Above Food, Merger Sub and Above Food, and the Business Combination contemplated thereby, pursuant to which: (i) prior to the Closing, Above Food will continue from the laws of Saskatchewan to a corporation under the laws of the Province of Alberta pursuant to the ABCA; (ii) on the Closing Date and pursuant to a Plan of Arrangement, Above Food’s shareholders will effect the Share Exchange, pursuant to which, among other things, Above Food’s shareholders will contribute to New Above Food all of the issued and outstanding equity of Above Food in exchange for newly issued New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of New Above Food; and (iii) on the Closing Date and following the completion of the Share Exchange, Merger Sub will merge with and into Bite pursuant to the Merger, with Bite surviving as a direct, wholly owned subsidiary of New Above Food. Pursuant to the Share Exchange, a number of New Above Food Common Shares equal to $206,000,000 divided by $10.00 shall be issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. Upon completion of the Share Exchange, all of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange shall convert, respectively, into options, restricted share units and warrants exercisable for New Above Food Common Shares. As a result of the Merger, (i) each issued and outstanding share of Bite common stock will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one New Above Food Common Share and (ii) each issued and outstanding warrant to purchase shares of Bite common stock will no longer be outstanding and will, pursuant to the terms of the Warrant Agreement, be automatically converted into and become one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite’s common stock underlying such warrants will be automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of New Above Food Common Shares and warrants in accordance with the Business Combination Agreement. A copy of the Business Combination Agreement is attached to this Registration Statement/Proxy Statement as Annex A.
The Advisory Governance Proposal
At the special meeting of the stockholders, Bite Stockholders will be asked to consider and vote upon a proposal to approve, on a non-binding, advisory basis, certain material differences between the Existing Above Food Bylaws and the New Above Food Bylaws, the form of which is attached to this Registration Statement/Proxy Statement as Annex C, and specifically with respect to certain provisions related to advance notice procedural requirements contained in the New Above Food Bylaws that the holders of New Above Food Common Shares must comply with in order to propose nominations of candidates to be elected as
 
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directors to the New Above Food Board or any other proper business to be considered by shareholders at an annual general meeting, which provisions are being presented separately in accordance with the requirements of the SEC.
The Adjournment Proposal
At the special meeting of stockholders, Bite Stockholders will be asked to consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the Available Cash Condition would not be satisfied.
Date, Time and Place of Special Meeting of Bite Stockholders
The special meeting of stockholders will be held at      , Eastern time, on            , 2023, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.
Voting Power; Record Date
Bite Stockholders owning shares of Bite common stock at the close of business on      , 2023, which is the record date for the special meeting of stockholders, will be entitled to vote or direct votes to be cast at such special meeting of stockholders. Each Bite Stockholder is entitled to one vote for each share of Bite common stock owned as of the close of business on the record date.
Quorum and Vote of Bite Stockholders
A quorum will be present at the special meeting of stockholders if a majority of the Bite common stock outstanding and entitled to vote at the meeting is represented in person or by proxy. As of the record date for the special meeting of stockholders, 4,259,090 shares of Bite common stock would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum.
The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding shares of Bite common stock entitled to vote thereon at the special meeting of stockholders. Accordingly, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have the same effect as a vote “AGAINST” the Business Combination Proposal.
The approval of each of the Advisory Governance Proposal, and, if presented, the Adjournment Proposal, requires the affirmative vote of the holders of at least a majority of the shares of Bite common stock entitled to vote thereon and voted (in person or by proxy) at the special meeting of stockholders. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote in person or by proxy at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have no effect on the outcome of any vote on the Advisory Governance Proposal, or, if presented, the Adjournment Proposal.
The Closing is conditioned upon the approval of the Business Combination Proposal. The Business Combination Proposal is not conditioned upon the approval of the Advisory Governance Proposal. The Advisory Governance Proposal is non-binding and is not conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the adoption of any other proposal set forth in this Registration Statement/Proxy Statement.
Redemption Rights
Pursuant to Bite’s amended and restated certificate of incorporation, any holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the trust account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. Holders of public shares are not required to vote on any of the proposals to be presented at the special meeting of stockholders in order to demand redemption of their
 
33

 
public shares. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $31,002,996 on June 30, 2023, the estimated per share Redemption Price would have been approximately $10.34. Redemption rights are not available to holders of warrants in connection with the Business Combination. See the section titled “— The Special Meeting of Bite Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Appraisal Rights
No appraisal or dissenters’ rights are available to holders of shares of Bite common stock or warrants in connection with the Business Combination.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Bite has engaged      to assist in the solicitation of proxies.
If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting of stockholders. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “The Special Meeting of Bite Stockholders — Revocability of Proxies.”
Interests of Bite Directors and Officers in the Business Combination
When you consider the recommendation of the Bite Board in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Bite’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, as further described in the section titled “The Business Combination Proposal — Interests of Bite Directors and Officers in the Business Combination.” See the section titled “The Special Meeting of Bite Stockholders —  Redemption Right” for the procedures to be followed if you wish to redeem your shares for cash.
Recommendation to Stockholders
The Bite Board believes that each of the Business Combination Proposal, the Advisory Governance Proposal and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of Bite and the Bite Stockholders and unanimously recommends that the Bite Stockholders vote “FOR” each of the proposals.
Conditions to the Closing of the Business Combination
In addition to the requisite stockholder approval of the Business Combination Proposal, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Closing.”
Anticipated Accounting Treatment
Under both the no redemption and maximum redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Above Food has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: (i) Above Food’s shareholders will have a majority of the voting power under both the no redemption and maximum redemption scenarios; (ii) Above Food will have the ability to nominate the majority of the New Above Food’s Board; (iii) Above Food will comprise the ongoing operations of New Above Food; (iv) Above Food is the larger entity based on historical revenues and approximate fair value; (v) Above Food’s former management will comprise the vast majority of the management of New Above Food; and (vi) New Above Food will assume Above Food’s name.
 
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Under this method of accounting, Bite will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Above Food issuing stock for the net assets of Bite, accompanied by a recapitalization. The net assets of Bite will be stated at historical cost, with no goodwill or other intangible assets recorded.
Plan of Arrangement
Immediately prior to the effective time of the Business Combination, by way of a statutory plan of arrangement under the ABCA, Above Food will complete a number of corporate steps as described below pursuant to the Plan of Arrangement, whereby, among other things: (i) each Above Food Common Share held by an Above Food Shareholder (other than an Above Food Dissenting Shareholder) immediately prior to the Closing will be transferred and assigned to New Above Food free and clear of all Liens in consideration for the number of New Above Food Common Shares and New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares allocated to each Above Food Shareholder pursuant to the Allocation Schedule; (ii) each Above Food Common Share held by an Above Food Dissenting Shareholder immediately prior to the Closing will be deemed to be transferred and assigned by such shareholder to Above Food free and clear of all Liens; (iii) each Above Food RSU outstanding immediately prior to the Closing (whether vested or unvested) will be assumed by New Above Food and will automatically be converted into a restricted stock unit covering that number of New Above Food Common Shares allocated to such Above Food RSU pursuant to the Allocation Schedule, in a manner intended to comply with the requirements of Section 409A of the Code and subsection 7(1.4) of the Tax Act; (iv) each Above Food Option outstanding immediately prior to the Closing (whether vested or unvested) will be assumed by New Above Food and will automatically be converted into an option to purchase that number of New Above Food Common Shares allocated to such Above Food Option pursuant to the Allocation Schedule and having the exercise price set forth therein, in a manner intended to comply with the requirements of Section 409A of the Code and subsection 7(1.4) of the Tax Act; (v) each Above Food Warrant outstanding immediately prior to the Closing (whether vested or unvested) will become converted into and become a warrant exercisable to receive the number of New Above Food Common Shares, New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares allocated to such Above Food Warrant pursuant to the Allocation Schedule and having the exercise price set for therein; and (vi) after giving effect to the foregoing Share Exchange, Above Food will become a direct, wholly owned subsidiary of New Above Food.
Risk Factors
In evaluating the proposals set forth in this Registration Statement/Proxy Statement, you should carefully read this Registration Statement/Proxy Statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some, but not all, of the risks related to Above Food and the Business Combination are summarized below:
Risks Related to Above Food’s Business, including that:

We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.

We have incurred net losses for the two preceding fiscal years and may continue to incur losses and have a working capital deficiency as at January 31, 2023. Our recurring net losses, negative operating cash flows and violations of certain covenants under our lending arrangements raise substantial doubt about our ability to continue as a going concern.

We expect we will need to raise additional funding to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.

We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.

Our lack of long-term purchase orders and commitments from our customers may lead to a rapid decline in our sales.
 
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Our ability to contract for sufficient acreage with the appropriate nutrient profile on a cost-effective basis presents challenges.

Products that we develop, and food containing our products, may fail to meet standards established by third-party verification organizations that provide food certifications, such as non-GMO and gluten-free, which could reduce the value of our products to customers.

To the extent we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.

We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements or restatements of New Above Food’s consolidated financial statements or cause New Above Food to fail to meet its periodic reporting obligations.

We outsource to third parties certain supply-chain functions, including growing our seeds and processing our harvest.

The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions, all of which may be made worse by climate change, can impose significant costs and losses on our business.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
Risks Related to Regulatory, Legal and Intellectual Property Matters, including that:

Food safety and food-borne illness incidents or other safety concerns may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements, or to respond to changes in regulations applicable to our business could adversely affect our business, financial condition, results of operations and cash flows.

We are subject to numerous environmental, health and safety laws and regulations relating to our use of biological materials and our food production operations. Compliance with such laws and regulations could be time consuming and costly.

We may not be able to protect our differentiated process adequately, which may impact our commercial success.

We may be unsuccessful in developing, licensing or acquiring intellectual property that may be required to develop and commercialize our products.
General Risk Factors Related to Above Food, including that:

Our business and reputation could be negatively impacted by the increased scrutiny from our stakeholders and institutional investors on ESG practices.

Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.

Our results of operations may suffer if we are not able to successfully manage our increasing exposure to foreign exchange rate risks.
 
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Our results of operations may suffer due to certain risks related to our operations in Latin America.

The extent to which the COVID-19 pandemic and resulting deterioration of worldwide economic conditions adversely impact our business, financial condition, and operating results will depend on future developments, which are difficult to predict.
Risks Related to Ownership of New Above Food’s Securities, including that:

New Above Food’s stock price may be volatile in the future, which could lead to losses by investors and costly securities litigation.

Conversion of the convertible loan under the Convertible Loan Agreement and issuance of any New Above Food Common Shares in connection with the contemplated PIPE Financing will dilute the ownership interest of Above Food’s and Bite’s existing shareholders in New Above Food.

The rights of holders of New Above Food Common Shares may be impaired by the possible future issuance of preferred stock.
Risks Related to the Business Combination and Post-Closing Operations of New Above Food, including that:

Bite’s stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

Because New Above Food is and, following the continuation, Above Food will both be organized in Alberta, Canada, if Bite effects the Business Combination Bite Stockholders will become shareholders of a group that will be subject to a variety of additional risks that may negatively impact its operations.

The loss of key Above Food personnel and Bite personnel could negatively impact the likelihood that the Business Combination will be consummated and the operations and financial results of New Above Food.

Some of Above Food’s relationships with its customers, distributors and vendors may experience disruptions in connection with the Business Combination, which may limit New Above Food’s business.

The Sponsor and Bite’s directors and officers may have interests in the Business Combination different from or in addition to the interests of the Public Stockholders.

As a “foreign private issuer” under the rules and regulations of the SEC, New Above Food is permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.
Risks Related to the Business Combination, Redemptions and Certain Outstanding Bite Securities, including that:

Bite may not be able to complete the Business Combination within the prescribed time frame.

Public stockholders may exercise redemption rights with respect to a large number of public shares.

If a stockholder fails to receive notice of Bite’s offer to redeem its public shares, in connection with the Business Combination, or fails to comply with the procedures for redeeming its shares, such shares may not be redeemed.

The Sponsor and Bite’s directors, officers, advisors or their affiliates may elect to purchase shares from public stockholders, which may influence a vote on the Business Combination.

A stockholder or a “group” of stockholders deemed to hold in excess of 15% of the public shares may not redeem all such shares in excess of 15% of the public shares.

Bite’s stockholders cannot be sure of the market value of New Above Food’s securities upon completion of the Business Combination.

The Bite board did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination.
 
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Bite’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how the public stockholders vote.

If the PIPE Financing is not consummated or sufficiently large, Bite may not have enough funds to complete the Business Combination.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION
Selected Financial Information — Bite
The following table shows selected historical financial information of Bite for the periods and as of the dates indicated.
The selected historical financial information of Bite as of and for the year ended December 31, 2022 was derived from the audited historical consolidated financial statements of Bite included elsewhere in this Registration Statement/Proxy Statement. The selected historical interim financial information of Bite as of June 30, 2023 and for the six months ended June 30, 2023 was derived from the unaudited interim consolidated financial statements of Bite included elsewhere in this Registration Statement/Proxy Statement.
The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bite” and Bite’s historical financial statements and the notes and schedules related thereto, included elsewhere in this Registration Statement/Proxy Statement. The historical results presented below are not necessarily indicative of financial results to be achieved by the combined company following the Business Combination.
As of and for
the six months
ended
June 30,
2023
As of and for the
year ended
December 31,
2022
Statement of Operations Data:
Loss from operations
$ (2,110,822) $ (1,330,221)
Net income (loss) after taxes
(1,308,544) 991,838
Basic and diluted net income (loss) per share
(0.15) 0.04
Balance Sheet Data:
Total assets
$ 31,111,038 $ 30,419,211
Total liabilities
3,313,456 1,313,085
Common stock subject to possible redemption
30,948,722 29,866,922
Total Stockholders’ deficit
(3,151,140) (760,796)
Selected Financial Information — Above Food
The following table shows summary historical financial information of Above Food for the periods and as of the dates indicated.
The summary historical financial information of Above Food as of and for the years ended January 31, 2023 and 2022 was derived from the audited historical financial statements of Above Food included elsewhere in this Registration Statement/Proxy Statement.
The following summary historical financial information should be read together with the consolidated financial statements and accompanying notes and “Above Food’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Registration Statement/Proxy Statement. The financial summary historical financial information in this section is not intended to replace Above Food’s consolidated financial statements and the related notes. Above Food’s historical results are not necessarily indicative of Above Food’s future results.
As explained elsewhere in this Registration Statement/Proxy Statement, the financial information contained in this section relates to Above Food, prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of the combined company going forward. See the sections entitled, “Summary of the Registration Statement/Proxy Statement — The Parties — Above Food” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this Registration Statement/Proxy Statement. Certain amounts in the tables below may not add up or recalculate due to rounding.
 
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(Expressed in CAD $)
For the Year
Ended
January 31,
2023
For the Year
Ended
January 31,
2022
(in thousands)
Consolidated Statements of Operations and Comprehensive Loss Data
Revenue
$ 396,465 $ 198,858
Cost of sales
397,744 190,945
Expenses
Selling, general and administrative
31,107 11,694
Research and development
431 235
Impairment of goodwill and other tangible assets
6,866
Loss from operations
(39,683) (4,016)
Interest revenue
296 82
Gain on revaluation of consideration payable
148
Interest expense
(5,379) (2,086)
Net loss before income taxes
(44,766) (5,872)
Income tax recovery
(94) (95)
Equity method investment loss
813
Net loss for the year
$ (45,485) $ (5,777)
(Expressed in CAD $)
As at
January 31,
2023
As at
January 31,
2022
(in thousands, except per
share data)
Consolidated Statement of Financial Position Data
Cash and cash equivalents
$ 2,328 $ 2,057
Net working capital
$ (38,660) $ 6,035
Total assets
$ 180,889 $ 171,318
Total liabilities
$ 178,258 $ 139,134
Total equity
$ 2,631 $ 32,184
Consolidated Statement of Cash Flows Data
Net cash used in operating activities
$ (17,877) $ (27,575)
Net cash used in investing activities
$ (6,663) $ (30,590)
Net cash from financing activities
$ 24,810 $ 27,196
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary of unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the Business Combination and related transactions contemplated in the Business Combination Agreement. We expect the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Bite is expected to be treated as the “acquired” company for accounting purposes. Accordingly, the financial statements of New Above Food will represent a continuation of the financial statements of Above Food with the Proposed Transactions treated as the equivalent of Above Food issuing shares for the net assets of Bite, accompanied by a recapitalization. The net assets of Bite will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of Above Food in future financial reports of New Above Food.
The summary unaudited pro forma condensed combined statement of financial position data as of January 31, 2023 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 31, 2023. The summary unaudited pro forma condensed combined statement of operations data for the year ended January 31, 2023 gives pro forma effect to the Business Combination and related transactions as if they had been consummated on February 1, 2022 and the summary unaudited pro forma condensed combined balance sheet data for the year ended January 31, 2023 gives pro forma effect to the Business Combination and related transactions as if they had been consummated on January 31, 2023.
The summary pro forma information have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this Registration Statement/Proxy Statement and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of Bite and related notes and the historical consolidated financial statements of Above Food and related notes included in this Registration Statement/Proxy Statement.
Because Bite reports its historical financial information in U.S. Dollars (“US $”) and Above Food reports its historical financial information in Canadian Dollars (“CAD $”), for purposes of preparing this presentation, all Bite’s US $ consolidated balance sheet amounts have been translated into CAD $ using an exchange rate of US $1.00 to CAD $1.3544, which was the exchange rate in effect on December 31, 2022. All US $ in Bite’s consolidated statement of operations have been translated into CAD $ using an average exchange rate of US $1.00 to CAD $1.3013 for the year ended January 31, 2023.
The summary pro forma information have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the summary pro forma information do not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Bite public stockholders of Bite’s common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account:

Assuming No Redemptions:   This scenario assumes that no Bite public shareholders exercise redemption rights with respect to Bite’s common stock for a pro rata share of the funds in the trust account.

Assuming Maximum Redemptions:   This scenario assumes that 1,450,000 shares of Bite common stock are redeemed for an aggregate redemption payment of approximately CAD $19,431,683 (US $14,172,331) based on an estimated per share Redemption Price of approximately CAD $13.60 (US $10.44) that was calculated using the US $30,055,439 of cash in the trust account divided by the 2,878,178 shares of Bite common stock subject to redemption assuming the pro forma maximum redemption scenario pursuant to the Business Combination Agreement. The 1,450,000 shares redeemed in this scenario was calculated so that the trust account would hold the minimum cash required to satisfy the Available Cash Condition in the Business Combination Agreement.
 
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The foregoing scenarios are for illustrative purposes only as the actual number of redemptions by Bite’s public stockholders is unknowable prior to Bite’s special meeting of stockholders with respect to the Business Combination. Accordingly, the actual financial position and results of operations may differ significantly from the pro forma amounts presented herein.
Pro Forma
Combined
(Assuming No
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
(in thousands, except share and
per share data)
Summary Unaudited Pro Forma Condensed Combined
Statement of Profit or Loss Data Year Ended January 31, 2023
(expressed in CAD $)
Revenues
$ 396,465 $ 396,465
(Loss) income from operations
$ (49,249) $ (49,249)
Net loss per common share – basic and diluted
$ (1.56) $ (1.65)
Weighted average shares outstanding, basic and diluted
27,631 26,181
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of January 31, 2023
(expressed in CAD $)
Total assets
$ 225,031 $ 205,600
Total liabilities
$ 260,595 $ 260,595
Total shareholders’ equity
$ (35,564) $ (54,995)
 
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RISK FACTORS
Stockholders should carefully consider the following risk factors, together with all of the other information included in this Registration Statement/Proxy Statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this Registration Statement/Proxy Statement. The value of your investment in New Above Food following the consummation of the Business Combination will be subject to significant risks affecting New Above Food and Above Food and inherent in the industry in which Above Food operates. If any of the events described below occur, the post-combination business and financial results could be adversely affected in a material way. Any such event could cause the trading price of New Above Food Common Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment.
The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in New Above Food. Additional risks and uncertainties not currently known to Above Food or Bite or which Above Food or Bite currently deem immaterial may also have a material adverse effect on New Above Food’s business, financial condition, results of operations, prospects and/or its share price. Stockholders should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice prior to deciding whether to vote or instruct their vote to be cast to approve the proposals described in this Registration Statement/Proxy Statement. As used herein, references to “we,” “us” and “our” are intended to refer to Above Food and its subsidiaries prior to the Business Combination and to New Above Food, Above Food and its subsidiaries following the Business Combination.
Risks Related to Above Food’s Business
References in this section of the Registration Statement/Proxy Statement to “our”, “we” and “us” are intended to refer to Above Food and its subsidiaries, unless the context indicates otherwise.
We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.
We are an early-stage food technology and food production company with a limited operating history, which may make it difficult to evaluate our current business and our prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, gaining market acceptance of the products made using novel technologies, managing a complex regulatory landscape and developing new products. These risks are exacerbated by the additional requirements, and associated costs of compliance, we face as a publicly traded company. We may also face challenges in scaling our supply chain in a cost-effective manner, as we will rely on contracting with seed production companies, seed distributors, farmers, crushers, millers, refiners, food companies and retailers, and logistics and transportation providers, in order to get our products to market. We may not be able to fully implement or execute on our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies. You should consider our business and prospects in light of the risks and difficulties we face as an early-stage company focused on developing specialized food products.
We have incurred net losses for the two preceding fiscal years and may continue to incur losses and have a working capital deficiency as at January 31, 2023. Our recurring net losses, negative operating cash flows and violations of certain covenants under our lending arrangements raise substantial doubt about our ability to continue as a going concern.
We reported a net loss of approximately CAD $45.5 million for the fiscal year ended January 31, 2023, a net loss of approximately CAD $5.8 million for the year ended January 31, 2022, and a net income of approximately CAD $0.4 million for the year ended January 31, 2021. We had negative cashflows from operations of $17.9 million and $27.6 millions for the years ended January 31, 2023 and January 31, 2022, respectively. We had an accumulated deficit of approximately CAD $50.6 million as of January 31, 2023. We were also in violation of certain covenant requirements under our lending arrangements related to approximately $66 million of our aggregate borrowings as of January 31, 2023. These conditions cast substantial doubt around our ability to continue as a going concern meaning that we may be unable to
 
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continue our activities for the foreseeable future and discharge liabilities in the ordinary course of operations. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Our activities and growth have historically been supplemented through private placements of equity securities and debt, however there can be no assurance the Company will be successful in obtaining further equity and debt financing nor can there be any assurance that the Company will be able to maintain the support of its current lenders, particularly as it relates to the indebtedness currently in default of restrictive covenants.
We will need to generate significant revenues to achieve profitability, and we may not be able to achieve and maintain profitability in the near future or at all, which may depress New Above Food’s stock price. Our future success will depend, in part, on our ability to grow revenue associated with specialty-ingredient supply, sale of consumer-packaged goods, and licensing of our intellectual property. Further, over time our operating expenses and capital expenditures may increase as we hire additional employees; support our customer relationships; innovate and commercialize products; build our brand, expand our marketing channels and drive consumer adoption of our products; continue to invest to expand our production capacity through our own internal production facilities, domestically and abroad; build out our office spaces; increase our customer base, supplier network and agricultural partners; scale production across distribution channels; pursue geographic expansion; and enhance our technology and production capabilities. These efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the anticipated higher expenses. We incur significant expenses in developing our innovative products, building out our facilities, securing an adequate supply of raw materials, obtaining and storing ingredients and other products and marketing the products we offer. In addition, many of our expenses, including some of the costs associated with our existing and any future facilities, are fixed. Accordingly, we may not be able to successfully increase our revenues sufficiently to become consistently profitable and may incur significant losses for the foreseeable future.
If we are unsuccessful in our effects to become profitable, our cash balances and operating cash flow alone will be insufficient to fund our longer-term capital and liquidity needs. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. Our business plan and financing needs are subject to change depending on, among other things, the success of our efforts to grow revenue and our efforts to continue to effectively manage expenses. If we fail to achieve or maintain profitability on a quarterly or annual basis within the timeframe expected by investors, the market price of New Above Food’s Common Shares may decline.
We expect we will need to raise additional funding to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.
As of January 31, 2023, we had cash and cash equivalents of approximately CAD $2.3 million, term debt of CAD $62.4 million, short-term credit facilities of $47.5 million and an accumulated deficit of approximately CAD $50.6 million. For the year ended January 31, 2023, we incurred a net loss from continuing operations of approximately CAD $45.5 million and had negative cash flows from operating activities of approximately CAD $17.9 million. While we believe that our cash and cash equivalents on hand as of January 31, 2023 and additional funding raised in connection with the Business Combination are sufficient to meet the needs of operations, including working capital requirements, debt requirements and our currently planned capital expenditure requirements for a period of at least 12 months from the date of this Registration Statement, we expect we will need to raise additional funding to achieve our strategic goals and execute our business plan.
Our business prospects are subject to risks, expenses, and uncertainties frequently encountered by emerging growth companies, including access to capital. To date, we have been funded primarily by equity and debt financings.
Attaining and maintaining profitable operations is also dependent upon future events, including maintaining and growing our relationships with farmers, specialty manufacturers, specialty ingredient
 
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sellers and retailers, expanding our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel.
We do not expect that we will be able to fund our longer-term capital and liquidity needs based on our current cash balances and operating cash flow alone. To the extent we continue to incur losses, our liquidity needs could increase. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. However, our business plan and financing needs are subject to change depending on, among other things:

the number and characteristics of any additional products or agricultural or production processes we develop or acquire to serve new or existing markets;

the scope, progress, results and costs of researching and developing future products or improvements to existing products or agricultural processes;

the expenses associated with our sales and marketing initiatives;

our investment to expand production capacity;

the costs required to fund domestic and international growth;

any lawsuits commenced against us, whether related to our products or otherwise

the expenses needed to attract and retain skilled personnel;

the costs associated with being a public company;

the costs associated with environmental, climate and weather risks, including any major natural disaster or severe weather event in areas where our facilities are located or negative effects from climate change;

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing our intellectual property rights, including litigation costs and the outcome of such litigation; and

the timing, receipt and amount of sales of any future products, or royalties from any future licensing of our intellection property rights, if any.
We are continuously assessing our business plans and capital structure. In order to fund our longer-term capital and liquidity needs and grow our business, we expect we will need to secure additional capital, which could be through debt or equity financing and may lead to dilution of New Above Food’s shareholders. We are seeking and may continue to seek to obtain additional funds through public or private equity or debt financings or other sources, such as strategic collaborations. Although we may seek to obtain additional financing through non-dilutive means, we may be unable to do so.
Accordingly, additional financings may result in dilution to New Above Food’s shareholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than the New Above Food Common Shares, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans. We cannot guarantee that we will be able to meet existing financial covenants or that new financing will be available to us on favorable terms, or at all. Our failure to raise capital as and when needed may make it more difficult for us to operate our business or implement our growth plans and we may be required to delay, limit, reduce or terminate our agriculture, research and development activities, growth and expansion plans, establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability, any of which could have significant negative consequences for our business, financial condition and results of consolidated operations.
Increased debt levels may impair New Above Food’s ability to borrow additional capital on a timely basis to fund opportunities as they arise.
From time to time, New Above Food may enter into transactions to acquire assets or shares of other entities. These transactions may be financed in whole, or in part, with debt, which may increase New Above Food’s debt levels above standards for companies of similar size in the same industry as Above Food.
 
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Depending on future growth plans, New Above Food may require additional debt financing that may not be available or, if available, may not be available on favorable terms. New Above Food’s constating documents do not limit the amount of indebtedness that New Above Food may incur. The level of New Above Food’s indebtedness from time to time could impair New Above Food’s ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise.
We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.
The market for plant-based products is highly competitive, and we face significant direct and indirect competition in several aspects of our business. Numerous brands and products compete for limited retailer shelf space, foodservice customers and consumers. In our market, competition is based on, among other things, taste, nutritional profile, ingredients, texture, ease of integration into the consumer diet, low-carbohydrate, low-sugar, high fiber and protein, lack of cholesterol, soy, gluten and genetic engineering (“GMOs”), convenience, price and promotion tactics, brand awareness and loyalty among customers, media spending, product variety and packaging, access to major retailer shelf space and retail locations, access to major foodservice outlets and integration into menus, innovation and intellectual property protection for products and branding. Mergers and acquisitions in the plant science, specialty food ingredient, and agricultural biotechnology and seed industries may result in the further concentration of resources among a smaller number of our competitors.
Most of our competitors have substantially greater financial, technical, marketing, sales, distribution, supply chain infrastructure, and other resources than we do, such as larger research and development staff, more experienced marketing, manufacturing, and supply chain organizations and more well-established sales forces. As a result, we may be unable to compete successfully against our current or future competitors, which may result in price reductions, reduced margins and/or reduced market share for our products. We expect to continue to face significant competition in the markets in which we operate and in which we intend to commercialize our products.
Many of our competitors engage in ongoing research and development, and technological developments by our competitors could render our products less competitive or obsolete, resulting in reduced sales compared to our expectations. Our ability to compete effectively and to achieve commercial success depends in part on our ability to control manufacturing and marketing costs, effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to customers, and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.
From time to time, certain companies that are potential competitors of ours may seek new traits or trait development technologies and may seek to license our technology for such purposes. We have entered into such licensing arrangements and may enter into similar arrangements in the future. Some of these companies may have significantly greater financial resources than we do and may compete with our business, which could enable such competitors to use our technologies to develop their own products that would compete with our products.
We also anticipate increased future competition as new companies, including large multinational companies who are established in the food industry and have significantly greater resources and operations than us, enter the market and new technologies become available. Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by our competitors that are more effective or that enable them to develop and commercialize products more quickly, more efficiently or with lower expense than we do. Our ability to generate revenues from the commercialization of our products may be limited or prevented if for any reason our technology becomes obsolete or uneconomical relative to that of our competitors’ technologies.
We also compete with other food brands, including brands affiliated with conventional animal-protein companies and other large food operators, that develop and sell plant-based meat products, and with companies which may be more innovative, have more resources and be able to bring new products to market faster and to more quickly exploit and serve niche markets. For example, a number of U.S. and international
 
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companies are working on developing lab-grown meat or “clean meat,” an animal-protein product cultivated from cells taken from animals, which could have a similar appeal to consumers as plant-based meat products. We compete with these competitors for foodservice customers, retailer shelf space and consumers.
Any collaboration arrangements that we have or may enter into may not be successful, which could adversely affect our ability to develop and commercialize our products.
We have entered into and may seek to enter into additional collaboration arrangements with third parties for the development or commercialization of our products. For example, we have collaboration agreements with the Saskatchewan Food Industry Development Centre Inc. and Northern Alberta Institute of Technology. To the extent that we decide to enter additional collaboration arrangements, we will face significant competition in seeking appropriate partners, and we will likely have limited control over the amount and timing of resources that any future collaborators dedicate to the development or commercialization of our products. In addition, future collaborators may have significantly greater financial resources than we do and may compete with our business, which could enable such competitors to use our technologies to develop their own products that would compete with our products. Our ability to generate revenue from these arrangements will depend on our collaborators’ abilities to successfully perform the functions assigned to them. If our collaborations do not result in the successful development and commercialization of products, or if any of our collaborators terminates its agreement with us, we may not receive any milestone or royalty or other payments under the collaborations. If we do not receive the payments we expect under these agreements, our development of products could be delayed and we may need additional resources to develop our products. In addition, if any collaborator terminates its agreement with us, we may find it more difficult to attract new collaborators and our reputation among the business and financial communities could be adversely affected.
Moreover, collaboration arrangements are complex and time-consuming to negotiate, document, implement and maintain. To the extent that we seek to enter into additional collaboration agreements, we may not be successful in our efforts to establish and implement such collaboration or other alternative arrangements in a timely manner, on favorable terms, or at all. If we are unable to do so, we may have to curtail the development of the product for which we are seeking to collaborate, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable or timely terms, or at all. If we do not have sufficient funds, we may not be able to further develop our products or bring them to market and generate product revenue.
To compete effectively and grow our business, we must introduce new products that achieve market acceptance.
In order to remain competitive and increase revenue, we must introduce new products from our pipeline of products. If we fail to anticipate or respond to technological developments, market requirements, or consumer preferences, or if we are significantly delayed in developing and introducing products, our revenues will not increase.
Development of successful agricultural products requires significant levels of investment in research and development, including laboratory, greenhouse and field testing, to demonstrate product effectiveness and can take several years or more. We incurred research and development expenses of US $0.33 million in the year ended January 31, 2023, US $0.19 million in the year ended January 31, 2022. We must commit significant resources and may incur obligations (such as royalty obligations or milestone fees) to develop new products before knowing whether our investments will result in products the market will accept and without knowing the levels of revenue, if any, that may be derived from these products.
Development of new or improved agricultural products involve risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the possibility that:

our products may not perform as expected in the field;

our products may not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sell them;
 
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consumer preferences, which are unpredictable and can vary greatly, may change quickly, making our products no longer desirable;

our competitors may develop new products that taste better or have other more appealing characteristics than our products;

certain of our products may not receive secure placement in the meat case;

our products may be viewed as too expensive by our customers as compared to competitive products;

our products may be difficult to produce on a large scale or may not be economical to grow;

intellectual property and other proprietary rights of third parties may prevent us or our collaborators from producing, marketing or selling our products;

we may be unable to, or choose not to, obtain intellectual property protection for our discoveries in all relevant jurisdictions and we may be unable to adequately enforce our intellectual property rights even in the jurisdictions where we obtain protection;

we or our collaborators may be unable to fully develop or commercialize products in a timely manner or at all; and

third parties may develop superior or equivalent products.
Accordingly, if we experience any significant delays in the development or introduction of new products or if our new products do not achieve market acceptance, our business, operating results and financial condition would be adversely affected.
Our lack of long-term purchase orders and commitments from some of our customers may lead to a rapid decline in our sales.
Some of our customers issue purchase orders solely at their own discretion, often shortly before the requested date of shipment. Our customers are generally able to cancel orders (without penalty) or delay the delivery of products on relatively short notice. In addition, our current customers may decide not to purchase products from us for any reason. If those customers do not continue to purchase our products, our sales volume could decline rapidly with little or no warning.
We cannot currently rely on long-term purchase orders or commitments to protect us from the negative financial effects of a decline in demand for our products. We typically plan our production and inventory levels based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. The uncertainty of product orders makes it difficult for us to forecast our sales and allocate our resources in a manner consistent with our actual sales. Moreover, our expense levels and the amounts we invest in capital equipment and new product development costs are based in part on our expectations of future sales and, if our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls. As a result of our lack of long-term purchase orders and purchase commitments, we may experience a rapid decline in our sales.
As a result of these and other factors, investors should not rely on our revenues and our operating results for any one quarter or year as an indication of our future revenues or operating results. If our quarterly revenues or results of operations fall below the expectations of investors or public market analysts, the price of New Above Food Common Shares could fall substantially.
Our ability to contract for sufficient acreage with the appropriate nutrient profile on a cost-effective basis presents challenges.
In order to increase revenues, we continue to need production acreage with the appropriate nutrient profile. The costs of contracting acreage have recently increased and, if this persists, we will be challenged to balance our need for planned inventory levels against our future forecasts. We cannot assure you that we will be able to obtain the acreage and nutrient profile we need in order to expand our production in a timely or cost-effective manner, or at all. Even if we are able to increase the number of acres under contract and/or to move production into new geographical locations and realize our nutrient profile targets, we may face
 
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challenges that can impede our ability to produce as much inventory as we anticipated. For example, when we move production into new geographical locations, we may find it difficult to identify growers with the expertise to grow our seed crops, and we may not have sufficient company personnel available in such new locations to provide production advice on a timely basis. Our prediction methods for identifying the right planting location may not generate the desired nutrient profile. If we are unable to secure the acreage we need at the appropriate nutrient profile to meet our planned production for the crop year, our results of operations could suffer, as could our reputation.
If we fail to manage our future growth effectively, our business could be materially adversely affected.
We have grown rapidly since inception and anticipate further growth. For example, our revenues from continuing operations increased from US $158.6 million in fiscal year ended January 31, 2022 to US $305.7 million in fiscal year ended January 31, 2023. This growth has and is likely to continue to place significant demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business and our product offerings will continue to require significant additional resources to meet our needs, which may not be available in a cost-effective manner, or at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality product offerings, any of which could harm our business, brand, results of operations and financial condition.
Products that we develop, and food containing our products, may fail to meet standards established by third-party verification organizations that provide food certifications, such as non-GMO and gluten-free, which could reduce the value of our products to customers.
Certain third-party organizations offer verification programs that seek to provide customer desired certifications, such as non-GMO and gluten-free. These organizations provide certifications based on independently developed standards, and often authorize the display of specific markers or labels illustrating such status on the verified product’s packaging. Standards established by such third-party organizations may differ from applicable regulatory legal standards applied by U.S. regulators. As a result, notwithstanding a determination as to the non-regulated status of a product pursuant to the regulatory procedures of the Animal and Plant Health Inspection Service of the U.S. Department of Agriculture (the “USDA”) (or a similar determination in other jurisdictions), our products, and third-party products that utilize our gene-edited products as ingredients, may fail to meet more restrictive or non-scientific standards imposed by these independent verification organizations, which could result in reduced sales of such products and have an adverse effect on our revenues.
If we are sued for defective products and if such lawsuits were determined adversely, we could be subject to substantial damages, for which insurance coverage is not available.
We may be held liable if any product we develop, or any product that uses or incorporates any of our technologies, is found unsuitable for use or consumption during marketing, sale, or consumption of our products. For example, the detection of an unintended trait in a commercial seed variety or the crops and products produced may result in governmental actions such as mandated crop destruction, product recalls or environmental cleanup or monitoring. Concerns about seed quality could also lead to additional regulations being imposed on our business, such as regulations related to testing procedures, mandatory governmental reviews of biotechnology advances, or additional regulations relating to the integrity of the food supply chain from the farm to the finished product.
Failure to continually innovate and successfully introduce and commercialize new products or successfully improve existing products may adversely affect our ability to continue to grow.
A key element of our long-term growth strategy depends on our ability to develop and market new products and improvements to our existing products that meet our standards for quality and appeal to consumer preferences. The success of our innovation and product development efforts is affected by our ability to anticipate changes in consumer preferences, accurately predict taste preferences and purchasing habits of consumers in new geographic markets, the technical capability of our innovation staff in developing
 
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and testing product prototypes, including complying with applicable governmental regulations, commercialization and scale-up of new products, and the success of our management and sales and marketing teams in introducing and marketing new products. Failure to develop, commercialize and market new products that appeal to consumers may lead to a decrease in our growth, sales and profitability.
Additionally, the development and introduction of new products requires substantial research, development and marketing efforts. Our research and development efforts remain subject to all of the risks associated with the development of new products based on emerging and innovative technologies, including, for example, unexpected technical problems or the possible insufficiency of funds for completing development of these products. If we experience technical problems or delays, further improvements in our products and the introduction of future products could be adversely impacted, and we could incur significant additional expenses and our business may fail. Additionally, we may be unable to recoup the research, development and marketing expenditures if the new products do not gain widespread market acceptance, limiting our ability to develop new products or product improvement in the future. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business could be harmed.
To the extent we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.
We may pursue acquisitions or investments that we believe will help us achieve our strategic objectives. However, we may not be able to find acquisition candidates in the future, and even if we do, we may not be able to complete acquisitions on favorable terms, if at all, and any such candidates may not be suitable for our business. If we do complete acquisitions, we may not ultimately achieve our goals or realize the anticipated benefits. The pursuit of such acquisitions could divert management time and focus from operation of our then-existing business and any integration process will require significant time and resources, which we may not be able to manage successfully. In addition, any acquisitions we complete could be viewed negatively by our customers or consumers and cause decreases in customer loyalty or product orders, which could negatively impact our financial condition. An acquisition, investment or other transaction may also result in unforeseen operating difficulties and expenditures by disrupting our ongoing operations, subjecting us to additional liabilities (both known and unknown) and increasing our expenses, any of which could have an adverse effect on our business, financial condition and operating results. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized if, for example, we fail to retain and develop the acquired workforce, fail to integrate financial reporting systems, fail to manage the effects of unknown contingent liabilities, or are otherwise unable to successfully integrate the acquired business into our company. To pay for any such acquisitions, we would have to use cash, incur debt, or issue equity securities, each of which may affect our financial condition or the value of our securities and could result in dilution to our stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. The integration of an acquired business, whether or not successful, requires significant efforts which may result in additional expenses and divert the attention of our management and technical personnel from other projects, which could disrupt our business and harm our business, financial condition and results of operations.
We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements or restatements of New Above Food’s consolidated financial statements or cause New Above Food to fail to meet its periodic reporting obligations.
Section 404(a) (“Section 404(a)”) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that, beginning with the second annual report following the Business Combination, management of New Above Food assess and report annually on the effectiveness of internal control over financial reporting and identify any material weaknesses in internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that apply to us as a public company. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance,
 
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we may not be able to assess whether our internal control over financial reporting is effective, which may subject New Above Food to adverse regulatory consequences and could harm investor confidence and the market price of New Above Food’s securities.
In connection with the preparation and audit of Above Food’s consolidated financial statements, management identified material weaknesses in our internal control over financial reporting as of January 31, 2023. Management has concluded that these material weaknesses are due to the fact that Above Food is a private company with limited resources. The material weaknesses relate to not appropriately designing and implementing controls, including maintaining sufficient written formal policies, procedures and written analyses related to complex accounting matters, including the use of appropriate technical expertise in the areas of business combinations, deferred share issuance costs, share based compensation, goodwill impairment and equity accounting. In addition, a material weakness related to the fair value measurement of commodity inventory and contracts was identified. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses have not been remediated at the time of filing this Registration Statement/Proxy Statement.
In order to maintain and improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight, including hiring additional financial and accounting personnel, engaging outside consultants and adopting a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. New Above Food’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. At such time, New Above Food’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect New Above Food’s business and operating results and could cause a decline in investor confidence and the price of New Above Food’s securities.
Our violation of certain covenant requirements, working capital deficiency, recurring net losses and negative operating cash flows raise substantial doubt about our ability to continue as a “going concern.”
As of January 31, 2023, Above Food had an accumulated deficit of CAD $50.6 million, negative working capital of $38.7 million, had violated covenant requirements under its lending agreements as at January 31, 2023 and incurred a net loss from continuing operations of CAD $45.5 million and had negative cash flows from operations of CAD $17.9 million and may not have sufficient liquidity to fund its working capital needs. Further, Above Food has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, including the Business Combination. Above Food cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful. These factors, among others, indicate that a material uncertainty exists that may cast significant doubt on Above Food’s ability to continue as a going concern. The financial statements contained elsewhere in this Registration Statement/Proxy Statement do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.
Our risk management strategies may not be effective.
Our business includes contracting with farmers to plant and harvest our proprietary seeds. While our proprietary seeds are not commodities, we purchase crops using a commodity base price. Therefore, we can be affected by fluctuations in agricultural commodity prices. Also, our business is affected by fluctuations in agricultural commodity prices to the extent we purchase commodity seeds for processing at our processing facilities. From time to time, we engage in hedging transactions to manage risks associated with the
 
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fluctuation of commodity prices. Continued commodity volatility is expected and our commodity hedging activities may not sufficiently offset this volatility.
Entering into hedging transactions or utilizing other hedging techniques may not always be possible, our exposures may not always be fully hedged, and our hedging strategies may not be successful in mitigating our exposure to the financial risks presented by fluctuations in agricultural commodity prices. In addition, the use of hedging transactions involves certain risks, including the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used, the possibility that our counterparty fails to honor its obligations, and the risk that we are unable to close out or unwind a hedging transaction on terms that are favorable to us, if at all. While we have implemented risk management policies, practices, and procedures to mitigate potential losses, they may not in all cases be successful in anticipating significant risk exposures and mitigating losses that have the potential to impair our financial position. Although we may enter into hedging transactions to seek to reduce the risks associated with fluctuations in agricultural commodity prices, we cannot make assurances that such hedging transactions will adequately protect us against these risks, and they may instead result in a poorer overall performance than if we had not engaged in such hedging transactions.
We may lose the services of key management personnel and may not be able to attract and retain other necessary personnel.
Changes in our management could have an adverse effect on our business, and in particular while our staff is relatively small with approximately 211 employees, we are dependent upon the active participation of several key management personnel, including Lionel Kambeitz, our Executive Chairman and Chief Executive Officer. Mr. Kambeitz is critical to the strategic direction and overall management of our company as well as our research and development process. The loss of Mr. Kambeitz could adversely affect our business, financial condition and operating results. We do not carry key person life insurance on any of our senior management or other key personnel.
We need to hire and retain highly skilled technical personnel as employees and independent contractors in order to develop our products and grow our business, including persons with skills in a range of disciplines, including biology, biochemistry, plant genetics, agronomics, mathematics, agribusiness, and other subjects relevant to our operations. The competition for highly skilled technical, managerial and other personnel is at times intense. Our human capital and labor issues related to recruiting and retention success is substantially dependent upon our ability to offer competitive salaries and benefits to our employees. We must compete with companies that possess greater financial and other resources than we do and that may be more attractive to potential employees and contractors. To be competitive, we may have to increase the compensation, bonuses, stock options and other fringe benefits we offer to employees in order to attract and retain such personnel. The costs of retaining or attracting new personnel may have a material adverse effect on our business and operating results. If we fail to attract and retain the technical and managerial personnel required to be successful, our business, operating results and financial condition could be materially adversely affected.
Further, our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and can represent our brand effectively and establish credibility with our business partners and consumers. We believe a critical component of our success has been our company culture and long-standing core values. We have invested substantial time and resources in building our team. If we are unable to hire and retain employees capable of meeting our business needs and expectations, or if we fail to preserve our company culture among a larger number of employees dispersed in various geographic regions as we continue to grow and develop the infrastructure associated with being a more mature public company, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.
We outsource to third parties certain supply-chain functions, including growing our seeds and processing our harvest.
We rely on third-party farmers and processers to grow our seeds and process our harvest. We cannot guarantee that these providers will fulfill their respective responsibilities in a timely manner in accordance
 
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with the contract terms, in which case our operations and output could be adversely affected. Also, we cannot guarantee that our contracts with these third-party farmers and processors will be renewed, in which case we would have to transition these functions in-house or secure new third-party famers and processors, which could have a material adverse effect on our business if the transition is not executed appropriately.
Additionally, there are increasing expectations that companies monitor the environmental and social performance of their suppliers, including compliance with a variety of labor practices, as well as consider a wider range of potential environmental and social matters. Compliance can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or to design supply chains to avoid certain suppliers altogether. Failure to comply with such regulations can result in fines, reputational damage, import or export ineligibility for certain products or raw materials, or otherwise adversely impact our business.
The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.
Conditions in the U.S. and Canadian agricultural industries significantly impact our operating results. Changes in the prices of commodity products could result in higher overall costs along the agricultural supply chain, which may negatively affect our ability to commercialize our products. We are susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.
Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions, all of which may be made worse by climate change, can impose significant costs and losses on our business.
The ability to grow our products is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, the effects of which may be influenced and intensified by ongoing global climate change. Unfavorable growing conditions can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost in some geographic areas. Such adverse conditions can result in harvesting delays or loss of crops for farmers and cause us to be delayed, or to fail entirely, in delivering product to customers, resulting in loss of revenue. Furthermore, significant fluctuations in market prices for agricultural inputs and crops could also have an adverse effect on the prices of our products.
The ability to grow our products is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied, climatic conditions and the risks associated with ongoing global climate change. The costs to control disease and infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, there can be no assurance that available technologies to remedy or control such diseases and infestations will continue to be effective. These diseases and infestations can also increase costs, decrease revenues and lead to additional changes to earnings, which may have a material adverse effect on our business, financial position and results of operations.
Risks Related to Regulatory, Legal and Intellectual Property Matters
Food safety and food-borne illness incidents or other safety concerns may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.
Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell or involving our suppliers or manufacturers could result in the discontinuance of sales of these products or cessation of our relationships with such suppliers, or otherwise result in increased operating costs, lost sales, regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits.
 
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The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients and raw materials, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination, grain contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, manufacturers, distributors or our retail customers, depending on the circumstances, to conduct a recall in accordance with United States Food and Drug Administration (the “FDA”), regulations, Health Canada and Canada’s Food and Drugs Act (the “FADA”), and Safe Food for Canadians Act (the “SFCA”), and regulations promulgated thereunder, and comparable foreign laws and regulations, as well as other regulations and laws in the other jurisdictions in which we operate. Product recalls could result in significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors, retail customers and shelf space or e-commerce prominence, and a potential negative impact on our ability to attract new customers and consumers, and maintain our current customer and consumer base due to negative consumer experiences or because of an adverse impact on our brands and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits. While we maintain batch and lot tracking capability to identify potential causes for any discovered problems, there is no guarantee that in the case of a potential recall, we will effectively be able to isolate all product that might be associated with any alleged problem, or that we will be able to quickly and conclusively determine the root cause or narrow the scope of the recall. Our potential inability to affect a recall quickly and effectively, or manage the consumer and retailer communication in a way that mitigates concerns, might create adverse effects on our business and reputation, including large recall and disposal costs and significant loss of revenue, and violations of applicable laws which could result in prosecution or monetary penalties.
In addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. The FDA enforces laws and regulations, such as the Food Safety Modernization Act, that require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering designed to inflict widespread public health harm. Similar preventative control requirements are set out in the Safe Food for Canadians Regulations (the “SFCR”). If we do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition, results of operations and cash flows. Most countries in which we operate have comparable laws, such as Canada’s SFCA and its regulations, that we endeavor to comply with, but any failure to meet regulators’ or customers’ expectations could impact our business in these markets and have a material adverse effect on our reputation as well as our business, financial condition, results of operations and cash flows.
Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements, or to respond to changes in regulations applicable to our business could adversely affect our business, financial condition, results of operations and cash flows.
The manufacture, marketing and distribution of food products is highly regulated. We, along with our suppliers and manufacturers, are subject to a variety of laws and regulations internationally, which apply to many aspects of our and their businesses, including the sourcing of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale, quality and safety of our products, facility licensing, as well as the health and safety of employees and the protection of the environment.
Our products and operations and those of our suppliers and manufacturers are subject to oversight by multiple U.S. and international regulatory agencies including the United States Department of Agriculture, or the USDA, the FDA, the Federal Trade Commission (the “FTC”), the Environmental Protection Agency, or the EPA, Health Canada, the Canadian Food Inspection Agency (the “CFIA”), the Canadian Grain Commission, Canada’s Competition Bureau, Environment and Climate Change Canada, as well as state, provincial, and municipal regulators. These agencies regulate, among other things, with respect to our products and operations:

design, development and manufacturing;
 
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testing, labeling, content and language of instructions for use and storage;

product safety;

marketing, sales and distribution;

record keeping procedures;

advertising and promotion;

recalls and corrective actions; and

product import and export.
In the United States, for example, we are subject to the requirements of the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. In Canada, we are subject to the requirements of the FADA and the SFCA and their regulations, the standards under which are set by Health Canada and enforced by the CFIA. These comprehensive regulatory schemes govern, among other things, the manufacturing, composition and ingredients, packaging, testing, labeling, marketing, promotion, advertising, storage, distribution and safety of food. Under these laws, that facilities that manufacture food products are required to comply with a range of requirements, including hazard analysis and preventative controls regulations, current good manufacturing practices (“cGMPs”) and supplier verification requirements. Similar requirements exist in Canada under the FADA, Food and Drug Regulations (the “FDR”), SFCA and SFCR. Our Canadian grain production and processing facilities are also subject to the Canada Grain Act, and its regulations, enforced by the Canadian Grain Commission.
Certain of our facilities, as well as those of our suppliers and manufacturers, may be subject to licensing and permitting requirements, and periodic inspection by federal, state, provincial and local authorities. We do not control the manufacturing processes of, but rely upon, our third-party suppliers and manufacturers for compliance with applicable cGMP requirements for the manufacturing of certain products. If we or our suppliers and manufacturers cannot successfully manufacture products that conform to our specifications and the strict regulatory requirements of the FDA, Health Canada, CFIA, or other federal, state or provincial regulatory agencies, we or they may be subject to adverse inspectional findings or enforcement actions, which could materially impact our ability to market our products, could result in our manufacturing or co-packing partners’ inability to continue manufacturing for us or could result in a recall of our product that has already been distributed. In addition, we rely upon these parties to maintain adequate quality control, quality assurance and qualified personnel.
Failure by us, or our suppliers to comply with applicable laws and regulations or maintain permits, licenses or registrations relating to our or our suppliers or manufacturing and co-packing partners’ operations could subject us to civil remedies or penalties, including, but not limited to, fines, injunctions, recalls or seizures, warning letters, untitled letters, restrictions on the marketing or manufacturing of products, or refusals to permit the import or export of products, as well as potential criminal sanctions or prosecution, which could result in increased operating costs or loss of revenue, resulting in a material effect on our business, financial condition, results of operations and cash flows.
The regulations to which we are subject are complex and have tended to become more stringent over time. New labeling, packaging, and food safety laws could restrict our ability to carry on or expand our operations, result in higher than anticipated costs or lower than anticipated sales, and otherwise make it more difficult for us to realize our goals of achieving a more integrated global supply chain due to the differences in regulations around the world.
Advertising inaccuracies and product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.
Certain of our products are advertised with claims as to their origin, ingredients or health, method of production, wellness, environmental or other potential benefits, including, by way of example, the use of the terms “natural”, “organic”, “vegan”, “gluten-free”, “clean”, “sustainably produced”, “no artificial sweeteners,” or similar synonyms or implied statements relating to such benefits. However, there is often no
 
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single, universally-accepted definition or regulatory requirement for use of such terms for the various categories of product we sell in each of the countries in which we operate. For example, although the FDA, the USDA, and the CFIA have each issued statements and adopted policies regarding the appropriate use of the word “natural,” there is no single, universal definition of the term “natural” for various categories we sell. This is also true for many other adjectives common in the healthy or sustainable products industry. The resulting uncertainty has led to, and could lead to in the future, consumer confusion, distrust, and legal challenges.
In addition, the FDA and CFIA enforce their respective regulations with respect to nutrient content claims, unauthorized health claims (e.g., claims that characterize the relationship between a food or food ingredient and a disease or health condition) and other claims that impermissibly suggest therapeutic benefits of certain foods or food components, or that misrepresent or improperly characterize the nutrient content in conventional food products. Moreover, the FTC and Canada’s Competition Bureau have articulated a robust substantiation standard for health claims on foods and dietary supplements and have pursued investigations and litigation against companies where the regulator has concern that the claims being made are not properly substantiated. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices and breach of state or provincial consumer protection statutes. The FTC, CFIA, Competition Bureau, and/or state attorneys general, amongst others, may bring legal action that seeks removal of a product from the marketplace and imposes fines and penalties. Further, consumer class action false advertising litigation relating to claims remains a persistent threat in our industry. Even when unmerited, class action claims, actions by the FTC, CFIA, Competition Bureau, other regulatory agency, or state attorneys general enforcement actions, amongst others, can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition, results of operations or cash flows.
The USDA, CFIA, and Canada’s Competition Bureau enforce federal standards for organic production and use of the term “organic” on product labeling. These laws prohibit a company from selling or labeling products as organic unless they are produced and handled in accordance with the applicable federal law. By definition, organic products are not genetically modified or do not include genetically modified (bioengineered) ingredients. In Canada, producers of products labeled as organic must be prepared to demonstrate that such claims are truthful and not misleading, and there are specific certification requirements within the SFCR for products making organic claims. We only use suppliers who have obtained and adhere to specific certifications but those certifications vary depending on our customers’ requirements or consumer product claims, which can be costly and challenging. Our failure, or failure on the part of our suppliers to comply with these ingredient and product specifications, to maintain appropriate certifications, or to label organic products in compliance with federal, state, or provincial laws, may subject us to liability or regulatory enforcement. Consumers may also pursue state law claims, particularly pursuant to California’s organic laws, challenging use of the organic label as being intentionally mislabeled or misleading or deceptive to consumers. Such consumer-led actions for false and misleading representations may also be pursued in Canada under the federal Competition Act and/or provincial consumer protection legislation.
The regulatory environment in which we operate could also change significantly and adversely in the future. New or changing regulations could impact the way consumers view our products, such as potential new labeling regulations or enforcement of a standard of identity for terms used to market our products that would require us to list certain ingredients by specific names that could confuse our consumers into thinking we may use different types of ingredients than they originally thought or that the quality of our ingredients is different to what they anticipated.
Any loss of confidence on the part of consumers in the truthfulness of our labeling, advertising or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Any of these events could adversely affect our brands and decrease our sales, which could have an adverse effect on our business, financial condition, results of operations and cash flows.
Any changes in applicable laws, regulations or policies of the FDA or USDA, state regulators or similar foreign regulatory authorities that relate to the use of words describing meat products in connection with plant-based products could adversely affect our business, prospects, results of operations or financial condition.
Although we are unaware of any particular regulation that prohibits the use of words describing meat products (e.g., “steak,” “chicken,” “beef”) for plant-based products, in the future, the FDA, the USDA, state
 
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regulators or similar foreign regulatory authorities, such as Health Canada, the CFIA, or Canada’s Competition Bureau, could take action to impact our ability to use these terms to describe certain of our products. For example, the state of Missouri passed a law in 2018 (and other states have since passed similar laws) to prohibit any person engaged in advertising, offering for sale, or sale of food products from misrepresenting a product as meat that is not derived from harvested production livestock or poultry. While the state of Missouri Department of Agriculture clarified its interpretation that products that include prominent disclosure that the product is “made from plants,” or comparable disclosure such as through the use of the phrase “plant-based,” are not misrepresented under the Missouri law, other regulators could always take a different position. Canada’s FDR also provide requirements for “simulated meat” products, including requirements around composition and naming.
In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, Canada’s Competition Bureau, or other regulators could interpret the use of terms referring to meat products to describe our plant-based products as false or misleading or likely to create an erroneous impression regarding their composition. Should regulatory authorities take action with respect to the use of terms describing meat products, such that we are unable to use those terms with respect to our plant-based products, we could be subject to enforcement action or recall of our products marketed with these terms, we may be required to modify our marketing strategy, and our business, prospects, results of operations or financial condition could be adversely affected.
Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.
Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, and the volume and types of imports and exports. In addition, as we grow our business, we may be required to secure additional permits and licenses. In addition, future government policies in the United States, Canada or in other countries may discourage our customers from using our products or encourage the use of products more advantageous to our competitors, which would put us at a commercial disadvantage and could negatively impact our future revenues and results of operations.
We are subject to numerous environmental, health and safety laws and regulations relating to our use of biological materials and our food production operations. Compliance with such laws and regulations could be time consuming and costly.
We are subject to numerous federal, state, provincial, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of pollutants into the environment and human health and safety matters. Our research and development processes involve the controlled use of hazardous materials, including biological materials. Certain environmental laws impose strict, joint and several liability, and we may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remediate such contamination. Our liability may exceed any insurance coverage and our total assets. Compliance with environmental, health and safety laws and regulations may be expensive and may impair our research and development efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development or production efforts or result in increased expense of compliance.
Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
From time to time, we may be a party to various claims and litigation proceedings. We evaluate these claims and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible,
 
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the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. We are not currently party to any material litigation. Even when these claims and proceedings are meritless, defense thereof may divert management’s attention, and we may incur significant expenses in such defense. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.
We may not be able to protect our differentiated process adequately, which may impact our commercial success.
Our commercial success depends in part on our ability to protect our intellectual property and differentiated process. We rely on a combination of plant breeders’ rights, copyrights, trade secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect our differentiated process. However, these legal means afford only limited protection and may not adequately protect our differentiated process or permit us to gain or keep any competitive advantage.
Our confidentiality agreements with our employees and certain of our consultants, contract workers, suppliers and independent contractors, including some of our co-manufacturers who use our formulations to manufacture our products, generally require that all information made known to them be kept strictly confidential. Nevertheless, trade secrets are difficult to protect. Although we attempt to protect our trade secrets, our confidentiality agreements may not effectively prevent disclosure of our proprietary information and may not provide an adequate remedy in the event of unauthorized disclosure of such information. If we do not keep our trade secrets confidential, others may produce products with our recipes or formulations. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights against such parties. Further, some of our formulations have been developed by or with our suppliers and co-manufacturers. As a result, we may not be able to prevent others from using similar formulations.
We cannot assure you that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. In addition, our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed directly through a lawsuit in court or through administrative procedures at the United States Patent and Trademark Office (USPTO), the Canadian Intellectual Property Office (CIPO) or other foreign intellectual property offices. Failure to protect our trademark rights could prevent us in the future from challenging third parties who use trademarks, including names and logos, similar to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of our brand and products, in some cases causing a depreciation of goodwill. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a material adverse effect on our business, results of operations and financial condition.
 
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We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.
Securing registered intellectual property rights in all countries and jurisdictions throughout the world would be prohibitively expensive. Moreover, our intellectual property rights in some countries outside the United States and Canada could be less extensive than those in the United States and Canada, assuming that rights are obtained in the United States and Canada. Competitors may use our technologies in jurisdictions where we or our licensors do not pursue and obtain intellectual property protection. Moreover, failure to obtain adequate trademark rights in these foreign jurisdictions could negatively impact our ability to expand our business and launch products in certain international markets.
The laws of some countries do not protect intellectual property rights to the same extent as U.S. and Canadian laws and those countries may lack adequate rules and procedures for defending our intellectual property rights. As a result, we may not be able to effectively prevent third parties from infringing or otherwise misappropriating our intellectual property rights in such jurisdictions, or from selling or importing products made using our inventions or using our trademarks in and into the United States, Canada or other jurisdictions. These products may compete with our products and our intellectual property rights and such rights may not be effective or enough to prevent such competition.
Furthermore, proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our intellectual property at risk of being invalidated or interpreted narrowly, could put our or our licensors’ applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded to us, if any, may not be commercially meaningful, while the damages and other remedies we may be ordered to pay to such third parties may be significant. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Any one of these occurrences could reduce our competitive position or otherwise have a material adverse effect on our business, results of operations and financial condition.
Third parties may assert rights to inventions we develop or otherwise regard as our own.
Third parties may in the future make claims challenging the inventorship or ownership of our or our licensors’ intellectual property. We may face claims by third parties that our agreements with employees, contractors, or consultants obligating them to assign intellectual property to us are ineffective or are in conflict with prior or competing contractual obligations of assignment. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property and associated products and technology or may lose our rights in that intellectual property.
We may be unsuccessful in developing, licensing or acquiring intellectual property that may be required to develop and commercialize our products.
Our current or future products may require the use of intellectual property or proprietary rights held by third parties. The growth of our business may depend in part on our ability to acquire, in-license or use these intellectual property and proprietary rights; however, we may be unable to acquire or in-license such rights. Even if we can acquire or in-license such rights, we may be unable to do so on commercially reasonable terms. The licensing and acquisition of third-party intellectual property and proprietary rights is a competitive area, and several more established companies may also be pursuing strategies to license or acquire third-party intellectual property and proprietary rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources, or agricultural development and commercialization capabilities.
In addition, companies that perceive us to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to us. If we are unable to successfully acquire or in-license rights to required third-party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights we have, we may have to cease the development, marketing, sale or other commercialization of the relevant product, which could have a material adverse effect on our business.
 
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General Risk Factors Related to Above Food
Our business and reputation could be negatively impacted by the increased scrutiny from our stakeholders and institutional investors on ESG practices.
There is an increased focus from a variety of stakeholders on corporate ESG practices, including climate change and related ESG disclosure requirements. Expectations regarding voluntary ESG initiatives and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company and/or products, such initiatives or achievements of such commitments may be costly and may not have the desired effect. Expectations around the management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, we may not ultimately be able to complete certain goals or initiatives, either on the timelines originally anticipated or at all, due to technical, cost, or other factors, which may be in or out of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, including activist groups, and we may be subject to investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.
Certain market participants, including stockholders and other capital providers, use third-party benchmarks or scores to measure a company’s ESG practices and decide whether to invest in their common stock or engage with them to require changes to their practices. In addition, certain influential institutional investors are also increasing their focus on ESG practices and are placing importance on the implications and social cost of their investments. If our ESG practices do not meet the standards set by these stockholders, they may choose not to invest in our common stock or if our peer companies outperform us in their ESG initiatives, potential or current investors may elect to invest with our competitors instead. Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, human capital, labor and risk oversight, including such risk as it relates to suppliers, could also expand the nature, scope and complexity of matters that we are required to control, assess and report. For example, to the extent ESG matters negatively impact our reputation, even if concerns over such matters are based on inaccurate or misleading information, it may also impede our ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely impact our operations. We may be especially subject to scrutiny and liability on such matters given our efforts to portray our operations and products as a more sustainable and conscientious alternative to certain competitor products. As another example, the SEC has proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and the Above Food Board. These and other regulations, disclosure-related and otherwise, may increase our costs as well as increase scrutiny regarding our ESG efforts, which may enhance the risks discussed in this risk factor. If we do not comply with investor or stockholder expectations and standards in connection with our ESG initiatives, are perceived to have not responded appropriately to address ESG issues within our company or within our suppliers, or fail to adapt to or comply with all laws, regulations, policies and related interpretations, our business and reputation could be negatively impacted and our share price and access to/cost of capital could be materially and adversely affected. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.
 
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Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.
The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the recent COVID-19 pandemic) in locations where our products are sold, man-made or natural disasters, actual or threatened war (such as the current conflict in Ukraine), terrorist activity, political unrest, civil strife, adverse developments impacting financial institutions, and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, food service and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, food service customers and consumers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and recent international trade disputes. In particular, consumers may reduce the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount spent on food prepared away from home. Distributors, retailers and food service customers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailer and food service customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in demand for our products without a corresponding decrease in costs would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may have an adverse effect on our sales and profitability and may result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis. In addition, adverse developments that affect financial institutions, transactional counterparties, or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could have material adverse impacts on our business, financial condition, or results of operations.
Our results of operations may suffer if we are not able to successfully manage our increasing exposure to foreign exchange rate risks.
A majority of our sales and business costs are denominated in Canadian Dollars. As our business grows, both our sales and production costs may increasingly be denominated in other currencies. Where such sales or production costs are denominated in other currencies, they are converted to Canadian Dollars for the purpose of calculating any sales or costs to us. Our sales may decrease as a result of any appreciation of the Canadian Dollar against these other currencies.
The majority of our current expenditures are incurred in Canadian Dollars. If the pegged exchange rates change adversely or are allowed to float up, additional Canadian Dollars will be required to fund our expenditures.
Although we do not currently enter into currency option contracts or engage in other hedging activities, we may do so in the future. There is no assurance that we will undertake any such hedging activities or that, if we do so, they will be successful in reducing the risks to us of our exposure to foreign currency fluctuations.
Our results of operations may suffer due to certain risks related to our operations in Latin America.
We are subject to risks relating to our significant presence in Latin American countries. Latin America has experienced, and may continue to experience, adverse economic or political conditions that may impact our business, financial condition and results of operations. Particularly, the Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazil’s political and economic conditions, could harm us and the price of New Above Food Common Shares. Any further downgrading of Brazil’s credit rating could reduce the trading price of our common
 
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shares. Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future could harm our business and the price of New Above Food Common Shares. Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or similar anti-bribery laws in other jurisdictions in which we operate.
The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (U.K. Bribery Act), and similar anti-bribery and anticorruption laws in other jurisdictions in which we (or third parties acting on our behalf) conduct activities generally prohibit companies and their intermediaries from making corrupt payments to public officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, the FCPA requires U.S. public companies to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. The U.K. Bribery Act 2010 also prohibits “commercial” bribery not involving government officials. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.
We are subject to governmental export and import controls and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets.
The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of some technologies. Our products are subject to U.S. export controls, including the Commerce Department’s Export Administration Regulations and various economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Controls, and exports of our products must be made in compliance with these laws. Furthermore, U.S. export control laws and economic sanctions prohibit the provision of products and services to countries, governments, and persons targeted by U.S. sanctions. Even though we take precautions to prevent our products from being provided to targets of U.S. sanctions, our products could be provided to those targets or provided by our customers despite such precautions. Any such provision could have negative consequences, including government investigations, penalties and reputational harm. Our failure to obtain required import or export approval for our products could harm our international and domestic sales and adversely affect our revenue.
A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business, our reputation and our relationships with customers.
Our business involves the processing of information about individuals (including personal information about our customers, suppliers and employees), numerous classes of sensitive and/or confidential information (such as trade secrets and financial and strategic information about us and our business partners) and intellectual property. We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers, co-manufacturers, distributors, customers and consumers. Our processing of data inherently gives rise to the risk of a security incident, such as a physical breach — specifically, our processing via these channels makes it more likely that the security incident will come from a cybersecurity risk. As we pursue new initiatives that improve our operations and cost structure, including acquisitions, we may also expand and improve our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. Finally, security incidents can take a variety of forms and are constantly evolving due to the increasing sophistication of threat actors, each of which increases the difficulty of detecting and successfully defending against them. If we fail to assess and identify cybersecurity risks associated with new initiatives or acquisitions or the increasing sophistication of hackers, we may become increasingly vulnerable to such risks.
While we have implemented measures to prevent security incidents, there can be no assurances that the privacy and security-related measures and safeguards we have put in place, including in relation to third
 
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parties processing personal information on our behalf, will be effective to protect us and/or the relevant information from the risks associated with the processing of such information. In addition to breach notification laws that include requirements in the event that information subject to such laws is accessed by unauthorized persons, we may also be contractually required to notify customers or other counterparties of a security incident. Maintaining industry standard safeguards and, if needed, addressing a security incident could be costly. In addition, the theft, destruction, loss, misappropriation, or release of personal information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations.
We are subject to laws, rules and regulations in the United States and Canada, and potentially other jurisdictions, relating to the collection, use, security and other processing of personal information and data about individuals. These privacy and data protection-related laws, rules and regulations are ever-evolving, which can lead to complex and at times conflicting interpretations. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), imposes data privacy on companies handling data of California residents, such as required disclosures to consumers, and creates individual privacy rights for California consumers. The CCPA gives California residents rights to access, delete or correct their personal information, opt out of the use or disclosure of their personal information, and receive detailed information about how their personal information is used. Similarly, comprehensive state privacy laws have been enacted in Virginia, Colorado, Connecticut, Utah, Indiana and Iowa. Canada currently has four different privacy laws that may apply depending on the jurisdiction in which affected persons reside; three of the four of these require mandatory reporting to privacy regulators and the laws set different legal tests to determine whether reporting is required. Canada is in the process of replacing its federal law, which also applies in all provinces without superseding provincial laws, with a stricter and more comprehensive law that grants affected individuals a private right to sue in the event they suffer harm from a data breach. While the food supply chain is not currently subject to an incoming federal Canadian cyber security law that imposes cyber security obligations on sectors vital to national security or public safety, this may change, and thus we may face additional compliance costs in obligations in Canada in the future. Many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use and other processing of information related to individuals and there remains increased interest at the federal level as well. In addition, in the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy laws and regulations, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. Such data privacy laws, regulations and other obligations (such as contractual obligations) may require us to change our business practices and may negatively impact our ability to expand our business and pursue business opportunities. We may incur significant expenses to comply with the laws, regulations and other obligations that apply to us. Privacy and data protection-related laws and regulations also may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation, and adversely affect our business.
We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our ability to effectively operate our business.
We are dependent on various information technology systems, including, but not limited to, networks, applications and outsourced services in connection with the current and planned operation of our business. . If these information technology systems are inadequate or fail to perform as anticipated, it could cause interruptions, delays, cessation of service and loss of existing or potential customers. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures and viruses. Any such damage or interruption could negatively impact our business.
 
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Our business activities are currently conducted at a limited number of locations, which makes us susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.
Our current headquarters and research and development facilities, which include an office, laboratories, greenhouses, field testing acreage and demonstration test kitchens, are primarily located in Saskatchewan, Canada. In addition, we acquired an established plant-based consumer product production business in Nashville, NC in December 2022. Our seed production, field-testing and production and research take place primarily in Canada and the United States, with concentration in certain geographic regions. Third party warehousing for seed storage, and our limited number of processing partners (e.g., storage, transportation, crushers and refiners) are predominantly located in Canada and the United States. We take precautions to safeguard our facilities, including through insurance coverage and by implementing health and safety protocols, however our insurance may not cover certain losses or our losses may exceed our coverage limits. A natural disaster, such as a hurricane, drought, fire, flood, tornado, earthquake, or other intentional or negligent acts, including acts of vandalism, could damage or destroy our equipment, inventory, development projects, field trials or data, and cause us to incur significant additional expenses to repair or replace the damaged physical facilities, which in the case of seed production may be the result of years of development work that is not easily or quickly reproduced, and could lengthen the development schedule for our pipeline of products.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Above Food” in this Registration Statement/Proxy Statement. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, inventories, product warranty reserves, accounting for income taxes, and stock-based compensation expense. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.
We may be unable to successfully integrate new strategic acquisitions and investments, which could materially adversely affect our business, results of operations and financial condition.
In the past we have made, and in the future we may make, acquisitions of, and investments in, businesses, products and technologies that could complement or expand our business. If we identify an acquisition candidate, we may not be able to successfully integrate the acquired businesses, products or technologies into our existing business and products. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, amortization expenses and write-downs of acquired assets. We perform periodic reviews to determine if these investments are impaired, but such reviews are difficult and rely on significant judgment about the company’s technology, ability to obtain customers, and ability to become cash flow positive and profitable. We may take future impairment charges which will have an adverse impact of on our results of operations.
The extent to which the COVID-19 pandemic and resulting deterioration of worldwide economic conditions adversely impact our business, financial condition, and operating results will depend on future developments, which are difficult to predict.
In response to the COVID-19 pandemic and in accordance with governmental orders, we have also modified our business practices and implemented proactive measures to protect the health and safety of employees, including restricting employee travel, requiring, at times, remote work arrangements, implementing social distancing, and enhanced sanitary measures in our headquarters, and cancelling attendance at
 
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events and conferences. Many of the suppliers, vendors, and service providers on whom we rely have made similar modifications. To date, with the exception of us modifying our physical business practices, including limited travel, and delays in the receipt of certain supplies and the performance of certain services, we have not experienced a material impact on business operations from the effects of COVID-19. There is no certainty measures implemented by government authorities will be sufficient to mitigate the risks posed by, or the impacts and disruptions of, the COVID-19 pandemic.
As a result of the COVID-19 pandemic and government actions to contain it, related volatility in the financial markets and deterioration of national and global economic conditions, we could experience material adverse operational and financial impacts, including:

overall lower expenditures by potential commercial partners as a result of challenging economic circumstances arising from the COVID-19 pandemic;

interruptions or delays in seed production or grain sales resulting from supply chain disruptions, including as a result of restrictions or disruptions to transportation or operational disruptions at warehousing, storage, crushing and/or refining facilities;

overall reduced operational productivity resulting from challenges associated with remote work arrangements, limited resources available to our employees (particularly with respect to our business development employees for whom in-person access to our customers and customer prospects has been significantly limited) and increased cybersecurity risks as a result of remote access to our information systems; and

constraints on financing opportunities resulting from dislocations in the capital markets, which may make it too costly or difficult for us to pursue public or private equity or debt financings on acceptable terms.
The resumption of normal business operations after interruptions caused by COVID-19 may be delayed or constrained by lingering effects of COVID-19 on us or our suppliers, third-party service providers, counterparties in collaboration arrangement or licenses, or customers. Even after the COVID-19 outbreak has subsided, we may experience material and adverse impacts on our business, operating results, and financial condition as a result of the global economic impact of COVID-19 outbreak, including any recession that has occurred or may occur in the future.
The impact of COVID-19 may also exacerbate other risks discussed in this “Risk Factors” section, any of which could have a material effect on us. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.
Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete the Business Combination, and results of operations.
Risks Related to Ownership of New Above Food’s Securities
You should not assume that New Above Food Common Shares at Closing are valued at $10.00 per share.
The Above Food Shareholder Transaction Consideration (as defined in the Business Combination Agreement) to be issued in connection with the Business Combination refers to the aggregate number of New Above Food Common Shares equal to the quotient of: (a) $206,000,000 divided by (b) $10.00. The ascribed value of $10.00 of the New Above Food Common Shares in the calculation of Above Food Shareholder Transaction Consideration, or any valuation (express or implied) of the New Above Food
 
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Common Shares otherwise as used in this Registration Statement/Proxy Statement should not be viewed as the actual or likely value, or an implication thereof, of New Above Food Common Shares at Closing, nor should it suggest that such shares contribute $10.00 in value to the balance sheet of New Above Food.
New Above Food’s stock price may be volatile in the future, which could lead to losses by investors and costly securities litigation.
The trading price of New Above Food Common Shares may be subject to wide fluctuations in response to quarter-to-quarter variations in results of operations, announcements of technological innovations or new products introduced by us or our competitors, general conditions in the plant-based food and food technology industries, changes in earnings estimates by analysts or other events or factors. In addition, the public stock markets recently have experienced high price and trading volatility. The risks related to rising inflation and rising interest rates could have a material impact on our revenues and costs. This volatility has significantly affected the market prices of securities of many of our publicly traded competitors for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of New Above Food Common Shares.
You may not be able to resell your New Above Food Common Shares at an attractive price due to a number of factors such as those listed in “Risks Related to Above Food’s Business” and the following:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of our competitors;

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

declines in the market prices of stocks generally;

strategic actions by us or our competitors;

announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change in our management;

changes in general economic or market conditions or trends in our industry or markets;

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

future sales of our common shares or other securities;

investor perceptions or the investment opportunity associated with our common shares relative to other investment alternatives;

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

the development and sustainability of an active trading market for our common shares;

actions by institutional or activist stockholders;

the impact of the COVID-19 pandemic and its effect on our business and financial conditions;

changes in accounting standards, policies, guidelines, interpretations or principles; and

other events or factors, including those resulting from natural disasters, war, or the threat of war, in particular, the current conflict in Ukraine, acts of terrorism or responses to these events.
 
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Broad market and industry fluctuations may adversely affect the market price of New Above Food Common Shares, regardless of actual operating performance, financial results or prospects. In addition, price volatility may be greater if the public float and trading volume of New Above Food Common Shares is low. Some companies that have had volatile market prices for their securities have been the target of a hostile takeover or subject to involvement by activist stockholders. If New Above Food were to become the target of such a situation, it could result in substantial costs and divert resources and the attention of executive management from the business.
The current market price of Bite common stock may not be indicative of future market prices or intrinsic value, and we may not be able to sustain or increase the value of an investment in New Above Food’s securities. Investors in New Above Food’s securities may experience a decrease, which could be substantial, in the value of their securities, including decreases unrelated to our operating performance, financial results or prospects. Your only opportunity to achieve a return on your investment in New Above Food’s securities may be if the market price of such securities appreciates and you sell your securities at a profit. The market price for New Above Food’s securities may never exceed, and may fall below, the price that you paid for such securities. You could lose all or part of your investment in New Above Food as a result.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If New Above Food becomes involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the business regardless of the outcome of such litigation.
Subsequent to the completion of the Business Combination, New Above Food may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New Above Food’s financial condition, results of operations and the stock price, which could cause you to lose some or all of your investment.
Although Bite has conducted due diligence on Above Food, there can be no assurance that Bite’s diligence surfaced all material issues that may be present inside Above Food, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Above Food’s and Bite’s control will not later arise. As a result of these factors, New Above Food may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in New Above Food reporting losses. Even if Bite’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Bite’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on New Above Food’s liquidity, the fact that New Above Food reports charges of this nature could contribute to negative market perceptions about New Above Food or its securities. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by New Above Food’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the Registration Statement/Proxy Statement relating to the Business Combination contained an actionable material misstatement or material omission.
Conversion of the convertible loan under the Convertible Loan Agreement and issuance of any New Above Food Common Shares in connection with the contemplated PIPE Financing will dilute the ownership interest of Above Food’s and Bite’s existing shareholders in New Above Food.
Pursuant to the Convertible Loan Agreement entered into on December 29, 2022 in connection with the Business Combination, the lenders party thereto loaned to Above Food $9.5 million in bridge financing that will convert into 950,000 New Above Food Common Shares at the Closing. Additionally, pursuant to the terms of the Business Combination Agreement, certain interest due and payable on the Closing Date will be payable in the form of New Above Food Common Shares pursuant to the terms of the Convertible Loan Agreement. Furthermore, although there is currently no committed PIPE Financing, Bite and Above Food are using their commercially reasonable best efforts to obtain PIPE Financing, which may entail issuance of New Above Food Common Shares to certain investors. The conversion of the convertible loan
 
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under the Convertible Loan Agreement (including certain interest payable thereunder) and the issuance of any New Above Food Common Shares in connection with the contemplated PIPE Financing will dilute the ownership interests of Above Food’s and Bite’s existing shareholders in New Above Food. Any sales in the public market of the New Above Food Common Shares issuable upon such conversion of the convertible loan under the Convertible Loan Agreement or upon issuance of New Above Food Common Shares in connection with the contemplated PIPE Financing could adversely affect prevailing market prices of the New Above Food Common Shares.
The rights of holders of New Above Food Common Shares may be impaired by the possible future issuance of preferred stock.
The New Above Food Board has the right, without approval of the holders of New Above Food Common Shares, to issue preferred stock with voting, dividend, conversion, liquidation and other rights which could adversely affect the voting power and equity interest of the holders of New Above Food Common Shares, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change-of-control. The possible negative impact on takeover attempts could adversely affect the price of New Above Food Common Shares. Although there is no present intention to issue any additional shares of preferred stock, New Above Food may issue these shares in the future.
Neither we nor Bite have paid dividends in the past and do not expect to pay dividends in the foreseeable future on New Above Food Common Shares.
Neither we nor Bite have paid cash dividends on our common stock to date and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on New Above Food Common Shares will depend on earnings, financial condition, and other business and economic factors affecting us at such time as the New Above Food Board may consider relevant. If New Above Food does not pay dividends, New Above Food Common Shares may be less valuable because a return on a stockholders’ investment will only occur if the stock price appreciates. There are no accrued dividends currently payable to holders of our common shares, and as of the Closing Date, no preferred stock will be outstanding.
Bite has identified in the past a material weakness in its internal control over financial reporting, which could continue to adversely affect Bites ability to report its results of operations and financial condition accurately and in a timely manner. If Bite is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Bite and materially and adversely affect its business and operating results.
Bite’s management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Bite’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of Bite’s internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Bite’s annual or interim financial statements will not be prevented or detected on a timely basis.
Bite has identified in the past a material weakness in its internal control over financial reporting, as further described in Bite’s financial statements and the notes related thereto. Specifically, Bite’s management identified a material weakness related to the classification of redeemable common stock as components of either permanent or temporary equity. Such material weakness has been alleviated by implementing new procedures to ensure that applicable accounting guidance is identified and applied to all complex transactions. Effective internal controls are necessary to provide reliable financial reports and prevent fraud. Bite continues to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
If Bite identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a
 
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material misstatement of annual or interim financial statements. In such case, Bite may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Bite’s financial reporting and Bite’s stock price may decline as a result. Bite cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.
The New Above Food Articles, together with the New Above Food Bylaws, and Canadian laws and regulations applicable to New Above Food may adversely affect New Above Food’s ability to take actions that could be deemed beneficial to New Above Food Shareholders.
New Above Food will be subject to different corporate requirements than a corporation organized under the laws of the United States. The New Above Food Articles, the New Above Food Bylaws as well as the ABCA, set forth various rights and obligations that are unique to New Above Food as a company incorporated under the laws of Alberta. These requirements may limit or otherwise adversely affect New Above Food’s ability to take actions that could be beneficial to New Above Food Shareholders.
Provisions of the laws of the Province of Alberta and the federal laws of Canada may also have the effect of delaying or preventing a Change of Control or changes in New Above Food’s management. For example, the ABCA includes provisions that require any shareholder proposal that includes nominations for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting at which the proposal is to be presented.
The Investment Canada Act requires that a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. As a “Canadian business,” an acquisition of control of New Above Food by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded. Furthermore, limitations on the ability to acquire and hold New Above Food Common Shares may be imposed by the Competition Act. This legislation permits the Commissioner of Competition appointed under the Competition Act to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in New Above Food.
New Above Food’s Articles permit it to issue an unlimited number of New Above Food Common Shares without additional shareholder approval.
New Above Food’s Articles permit it to issue an unlimited number of New Above Food Common Shares. New Above Food may, from time to time, issue additional New Above Food Common Shares in the future. Subject to the requirements of the NYSE, New Above Food will not be required to obtain the approval of shareholders for the issuance of additional New Above Food Common Shares. Any further issuances of New Above Food Common Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.
Risks Related to the Business Combination and Post-Closing Operations of New Above Food
Each of Bite and Above Food has incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.
As part of the Business Combination, each of Bite and Above Food is utilizing professional service firms for legal, accounting and financial advisory services. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs may exceed those estimates. In addition, the companies may retain consulting services to assist in the integration of the businesses. These consulting services may extend beyond the current estimated time frame thus resulting in higher-than-expected costs.
While Bite and Above Food work to complete the Business Combination, Above Food’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.
Successful completion of the Business Combination may place a significant burden on management and other internal resources of Above Food. The diversion of management’s attention and any difficulties
 
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encountered in the transition process could harm Above Food’s business, financial condition, results of operations and prospects and New Above Food’s following the Business Combination. In addition, uncertainty about the effect of the Business Combination on Above Food’s systems, employees, consultants, customers, distributors, suppliers, partners, and other third parties, including regulators, may have an adverse effect on New Above Food following the Business Combination. These uncertainties may impair New Above Food’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.
Because Above Food has operated as a private company, New Above Food will have limited experience complying with public company obligations and fulfilling these obligations will be expensive and time consuming and may divert management’s attention from the day-to-day operation of its business.
Above Food has operated historically as a privately-owned company and, accordingly, many of its senior management have limited experience managing a publicly-traded company and have limited experience complying with the increasingly complex laws pertaining to public companies. In particular, the significant regulatory oversight and reporting obligations imposed on public companies will require substantial attention from Above Food’s senior management and may divert attention away from the day-to-day management of its businesses, which could have a material adverse effect on Above Food’s business, financial condition and results of operations. Similarly, corporate governance obligations, including with respect to the development and implementation of appropriate corporate governance policies, and concurrent service on the Above Food Board and possibly multiple board committees, will impose additional burdens on Above Food’s non-executive directors.
Following the consummation of the Business Combination, New Above Food will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
Following the consummation of the Business Combination, New Above Food will face a significant increase in insurance, legal, accounting, administrative and other costs and expenses as a public that Above Food has not historically incurred as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose additional reporting and other obligations on public companies. These expenses may increase even more after New Above Food is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Above Food to carry out activities Above Food has not done previously. For example, New Above Food will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Above Food could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Above Food’s reputation or investor perceptions of it. Being a public company could make it more difficult or costly for New Above Food to obtain certain types of insurance, including director and officer liability insurance, and New Above Food may be forced to accept reduced policy limits and coverage with increased self-retention risk or incur substantially higher costs to obtain the same or similar coverage. Being a public company could also make it more difficult and expensive for New Above Food to attract and retain qualified persons to serve on the New Above Food Board, board committees or as executive officers. Furthermore, if New Above Food is unable to satisfy its obligations as a public company, it could be subject to delisting of its common shares, fines, sanctions and other regulatory action and potentially civil litigation. We cannot predict or estimate the amount or timing of additional costs New Above Food may incur to respond to these requirements.
The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Above Food to divert a significant
 
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amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
Failure to maintain effective internal controls over financial reporting could have a material adverse effect on New Above Food’s business, operating results and stock price.
Prior to the consummation of the Business Combination, Above Food is neither a publicly listed company, nor an affiliate of a publicly listed company, and has not dedicated accounting personnel and other resources to address internal control and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports.
The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Above Food as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New Above Food is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of New Above Food common shares.
Prior to the Business Combination, neither Above Food nor its auditors were required to perform an evaluation of internal control over financial reporting as of January 31, 2022 and 2023 in accordance with the provisions of the Sarbanes-Oxley Act as it was a private company. Following the Business Combination, New Above Food’s independent registered public accounting firm will not be required to report on the effectiveness of its internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until New Above Food’s first annual report on Form 10-K following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the first sale of common equity securities pursuant to an effective registration statement. If such evaluation were performed, control deficiencies could be identified by our management, and those control deficiencies could also represent one or more material weaknesses. In addition, New Above Food cannot predict the outcome of this determination and whether New Above Food will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years New Above Food is unable to assert that New Above Food’s internal control over financial reporting is effective, or if New Above Food’s auditors express an opinion that New Above Food’s internal control over financial reporting is ineffective, New Above Food may fail to meet the future reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause our investors to have less confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of New Above Food’s securities.
New Above Food will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, New Above Food’s common shares may be less attractive to investors.
New Above Food will be deemed to be an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and it intends to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including:

not being required to comply with the auditor attestation requirements in the assessment of New Above Food’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

reduced disclosure obligations regarding executive compensation in periodic reports and registration statements; and

not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
 
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New Above Food may take advantage of these reporting exemptions until it is no longer an emerging growth company. New Above Food will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, (b) in which New Above Food has total annual gross revenue of at least $1.235 billion, or (c) in which New Above Food is deemed to be a large accelerated filer, which means the market value of New Above Food common shares that is held by non-affiliates exceeds $700 million as of the prior July 31st, and (2) the date on which New Above Food has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as New Above Food is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. New Above Food has elected to avail itself of this exemption from new or revised accounting standards and, therefore, it may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find the New Above Food common shares less attractive because New Above Food relies on these exemptions, which may result in a less active trading market for the New Above Food common shares and the price of the New Above Food common shares may be more volatile.
New Above Food cannot predict if investors will find its common shares less attractive because it will rely on the accommodations and exemptions available to emerging growth companies. If some investors find New Above Food common shares less attractive as a result, there may be a less active trading market for common shares and New Above Food’s share price may be more volatile.
Bite’s stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.
After the completion of the Business Combination, the Bite Stockholders will own a smaller percentage of New Above Food than they currently own of Bite. Upon completion of the Business Combination, it is anticipated that the Bite Stockholders (including the initial stockholders), will own approximately 25.3% of its outstanding shares immediately after the consummation of the Business Combination, not including the Sponsor Earnout Shares issuable to the Sponsor that will be subject to certain vesting and forfeiture arrangements pursuant to the Sponsor Support Agreement. Consequently, Bite’s stockholders, as a group, will have reduced ownership and voting power in New Above Food compared to their ownership and voting power in Bite. This percentage is calculated based on a number of assumptions, including that none of Bite’s existing public stockholders exercise their redemption rights.
Because New Above Food are and, following the continuation, Above Food will be both organized in Alberta, Canada, if Bite effects the Business Combination Bite Stockholders will become shareholders of a group that will be subject to a variety of additional risks that may negatively impact its operations.
If Bite consummates the Business Combination with Above Food, New Above Food will be subject to special considerations or risks associated with companies operating in Canada that may, at any time differ from the considerations and risks of companies operating in the United States, including any of the following:

political regimes, rules and regulations or currency conversion or corporate withholding taxes on individuals;