BITE Bite Acquisition Corp

 

Filed by Bite Acquisition Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Bite Acquisition Corp.

Commission File No.: 001-40055

Date: May 1, 2023

 

This filing relates to the proposed business combination between Bite Acquisition Corp. (the “Company”) and Above Food Corp. (“Above Food”) pursuant to the terms of that certain Business Combination Agreement, dated as of April 29, 2023, by and among the Company, Above Food, 2510169 Alberta Inc., an Alberta corporation (“TopCo”), and Above Merger Sub, Inc. (“Merger Sub”).

 

KEY PARTNER EMAIL

 

To our Valued Partners,

 

I am writing to you this morning with some exciting news.

 

We just announced that Above Food is going public. We will be entering into a business combination with a publicly traded company called Bite Acquisition Corp. When the business combination is complete, which we expect will be in the second half of 2023, we will have our own stock ticker symbol (ABVE) and the combined company will trade on the New York Stock Exchange. We encourage you to read our press release, which is available at https://www.abovefood.com/investors for more information.

 

Your partnership has played a critical role in Above Food’s success, and we look forward to continuing our work together going forward. We believe this transaction positions Above Food to continue executing on our initiatives, invest in new products and innovation, expand our global distribution network, and identify complementary new products and brands. Further, we expect this transaction will help us drive positive change across the entire food chain particularly as the demand for sustainably produced food and plant-based alternatives continues to increase driven by food insecurity and global supply chain distribution.

 

Importantly, we remain focused on our day-to-day responsibilities. The terms of our contracts will remain the same and your point of contact at Above Food will remain unchanged. The business combination is expected to close later this year, and we plan to continue to provide regular updates as this process progresses.

 

We are grateful for your support and partnership. We are incredibly excited for the future of our company. We look forward to continuing to work together during the next phase chapter for Above Food.

 

Sincerely,

 

Lionel Kambeitz

President & Chief Executive Officer

 

 

Above Food Corp.

 

* * * * *

 

KEY PARTNER FAQ

 

1.

What’s going on?

 

·

Above Food has begun its journey to becoming a public company.

·

To that end, we announced that we have agreed to merge with Bite Acquisition Corp., a publicly traded special purpose acquisition company (“Bite”), which we expect will result in Above Food trading on the New York Stock Exchange sometime in the second half of 2023.

 

2.

What is going to change as a result of the transaction?

 

·

In the near term, it is business as usual at Above Food.

·

Our team remains focused on our day-to-day responsibilities and continuing to execute on our initiatives and capture market share in what is a vast and expanding industry with numerous opportunities for growth.

·

Additionally, nothing will change from a leadership perspective. Lionel Kambeitz will continue to serve as President, CEO and Chair, and our existing executive team, comprised of Martin Williams, Tyler West, Donato Sferra, and Jason Zhao, will remain in place following the close of the proposed transaction.

 

3.

Why is this good for our relationship?

 

·

We are incredibly excited about our future and our partnership plays a critically important role in our success.

·

Growing Above Food into a public company has long been a goal of ours, and through this announcement, we are one step closer to realizing this goal and experiencing the many benefits that being publicly listed and joining forces with like-minded partners affords.

·

Specifically, we expect that our business combination with Bite and being a publicly traded company will give us access to capital to scale our business operations, invest in new products and innovation, expand our global distribution network, and identify complementary new products and brands that will help us drive positive change across the entire food chain.

·

The decision to enter into this business combination was the result of careful planning and consultation among Above Food’s management team and our Board of Directors to determine the best path to continue to grow and scale our business.

·

We believe that this transaction is the right step forward for Above Food, particularly as the demand for sustainably produced food and plant-based alternatives continues to increase driven by food insecurity and global supply chain distribution.

 

 

4.

How does this affect me and our relationship?

 

·

It is business as usual at Above Food. We greatly value your commitment and partnership, and we look forward to continuing our work together.

·

The terms of our contract will remain the same.

·

Your point of contact at Above Food will remain the same.

 

5.

Does this mean you are going to raise prices or change the terms of our contract?

 

·

No, we will continue to operate under the terms of our existing agreement.

 

6.

Where can I get additional information?

 

·

We encourage you to take time to read our press release and investor presentation, which are available on the Above Food investor relations page at https://abovefood.com/investors.

·

Additional information about the proposed transaction, including a copy of the business combination agreement, will be provided in a Current Report on Form 8-K to be filed by Bite with the Securities and Exchange Commission and is available on the investor relations page at https://abovefood.com/investors/.

 

7.

When is the deal expected to close?

 

·

The business combination is expected to close in the second half of this year, and we will continue to provide regular updates as this process progresses.

·

Once the proposed business combination is complete, we will have our own stock ticker symbol (ABVE) and the combined company will trade on the New York Stock Exchange.

 

8.

Other questions?

 

·

Please reach out to Dana Fauth (dana@abovefood.com) who can direct your question to the right Above Food team member.

 

* * * * *

 

Additional Information and Where to Find It

 

In connection with the proposed business combination and related transactions contemplated in connection therewith (the “Proposed Transaction”), TopCo intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”) containing a preliminary proxy statement of the Company and prospectus of TopCo. After the Registration Statement is declared effective, the Company will mail a definitive proxy statement/prospectus relating to the Proposed Transaction to its stockholders. Company stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about the Company, Above Food, TopCo, Merger Sub and the Proposed Transaction. When available, the definitive proxy statement/prospectus will be mailed to Company stockholders as of a record date to be established for voting on the Proposed Transaction.

 

 

The Company’s stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Bite Acquisition Corp., 30 West Street, No. 28F, New York, NY 10004, Attention: Alberto Ardura González or by email at alberto@biteacquisitioncorp.com.

 

Participants in Solicitation

 

The Company, Above Food, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company stockholders with respect to the Proposed Transaction. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2023, which is available free of charge at the SEC’s website at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the Proposed Transaction and other matters to be voted upon at its special meeting of stockholders will be set forth in the proxy statement/prospectus for the Proposed Transaction when available. Additional information regarding the interests of participants in the solicitation of proxies from the Company’s stockholders with respect to the Proposed Transaction will be contained in the proxy statement/prospectus for the Proposed Transaction when available.

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements included in this communication that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or events that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Above Food’s and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Above Food and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the Proposed Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company, the expected benefits of the Proposed Transaction or that the approval of the stockholders of the Company or Above Food is not obtained, any of the other conditions to closing are not satisfied or that events or other circumstances give rise to the termination of the business combination agreement relating to the Proposed Transaction; (iii) changes to the structure of the Proposed Transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining the necessary regulatory approvals; (iv) the ability to meet stock exchange listing standards following the consummation of the Proposed Transaction; (v) the risk that the Proposed Transaction disrupts current plans and operations of Above Food as a result of the announcement and consummation of the Proposed Transaction; (vi) failure to realize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) costs related to the Proposed Transaction; (viii) changes in applicable law or regulations; (ix) risks relating to the uncertainty of the projected financial information with respect to Above Food; (x) the outcome of any legal proceedings that may be instituted against the Company or Above Food; (xi) the effects of competition on Above Food’s future business; (xii) the impact of the COVID-19 pandemic on Above Food’s business; (xiii) the ability of the Company or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Transaction or in the future; (xiv) the enforceability of Above Food’s intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; (xv) Above Food’s ability to execute its planned acquisition strategy, including to successfully integrate completed acquisitions and realize anticipated synergies; and (xvi) those factors discussed under the heading “Risk Factors” in the Company’s final prospectus in connection with its initial public offering, as filed with the SEC on February 10, 2021, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and other documents filed, or to be filed, by the Company and/or Above Food (in case of Above Food, pursuant to the business combination agreement, through TopCo with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor Above Food presently know or that the Company or Above Food currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and Above Food’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company and Above Food anticipate that subsequent events and developments may cause the Company’s and Above Food’s assessments to change. However, while the Company and Above Food may elect to update these forward-looking statements at some point in the future, the Company and Above Food specifically disclaim any obligation to do so. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Accordingly, undue reliance should not be placed upon the forward-looking statements. Certain market data information in this communication is based on the estimates of Above Food and the Company’s management. Above Food and the Company obtained the industry, market and competitive position data used throughout this communication from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Above Food and the Company believe their estimates to be accurate as of the date of this communication. However, this information may prove to be inaccurate because of the method by which Above Food or the Company obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data and the voluntary nature of the data gathering process.

 

 

No Offer or Solicitation

 

This communication shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This communication does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

No Assurances

 

There can be no assurance that the Proposed Transaction will be completed, nor can there be any assurance, if the Proposed Transaction is completed, that the potential benefits of combining the companies will be realized.