Above Food Inc. executed the letter of intent to acquire Bite Acquisition Corp. (NYSEAM:BITE) in a reverse merger transaction from Mizuho Financial Group, Inc. and Others on December 29, 2022. Above Food Inc. entered into a definitive business combination agreement to acquire Bite Acquisition Corp. for approximately $210 million in a reverse merger transaction on April 29, 2023. Transaction values the combined company at a pro forma enterprise value of approximately $319 million. Consideration will be 100% in the form of rollover shares. Existing Above Food shareholders, including management will roll over 100% of their equity into the combined company, and will remain majority shareholders with an approximate 70% ownership following the closing of the business combination. Upon closing of the proposed transaction, New Above Food will become a public company and is expected to be listed on the NYSE under the new ticker symbol "ABVE?. Following the closing of the transaction, Above Food?s management team will continue to lead the Company. Key executives include Lionel Kambeitz, Chair, President, and Chief Executive Officer; Jason Zhao, Chief Financial Officer; Martin Williams, President and Chief Innovation Officer of Above Food Brands, Inc. (a wholly owned subsidiary of Above Food); Tyler West, Chief Executive Officer and President, Purely Canada Foods (a wholly owned subsidiary of Above Food); and Donato Sferra, Executive Vice President and Chief Corporate Development Officer. At closing, Above Food?s Board of Directors will be comprised of seven members, three of whom will be co-nominated by Bite and certain strategic investors, and four of whom will be nominated by Above Food. The transaction is subject to satisfaction of customary closing conditions, including the approval of Bite shareholders; all waiting periods (and any extensions thereof) will have expired or been terminated, and all other regulatory approvals will have been obtained; the Proxy/Registration Statement will have become effective, certain required approvals from holders of Above Food equity interests will have been obtained; TopCo common shares to be issued pursuant to the proposed transaction will have been approved for listing on NYSE or Nasdaq, as applicable; receipt of copies of the written resignations of all the directors and officers of Bite; duly executed employment agreements; duly executed counterparts of each of the Ancillary Agreements including the Lock-Up Agreement, the Registration Rights Agreement, the Sponsor Support Agreement and the Shareholder Support Agreement; as of the Closing, the Available Cash shall be no less than the sum of (i) the Company Transaction Expenses plus (ii) the SPAC Transaction Expenses plus (iii) $5,000,000; and court approval. The transaction has been unanimously approved by the Board of Directors of Above Food and Bite. On April 8, 2024, SEC declared effective the Registration Statement on Form F-4. The Bite extraordinary shareholder meeting is expected to take place on April 29, 2024. The closing is expected for the second half of 2023. As per amended filing, the transaction is expected to close in Q1 of CY 2024. As of April 29, 2024, Bite Acquisition Corp. stockholders approved the Business Combination Proposal. As of June 11, 2024, the deal was approved by Above Food's shareholders.

BMO Capital Markets and EarlyBirdCapital are acting as financial advisors and capital markets advisors to Bite. BMO Capital Markets and ATB Capital Markets will act as co-lead placement agents in conjunction with EarlyBirdCapital, Haywood Securities, and Gravitas Finance, who will act as placement agents in connection with a PIPE. Ryan Maierson, Ryan Lynch, Nicholas DeNovio, Elizabeth Richards, Michelle Gross, Jason Cruise, Max Hauser, Peter Todaro, Nathan Seltzer, Andrew Galdes, Adam Kestenbaum, Krisa Benskin and Josh Marnitz of Latham & Watkins LLP and Gowling WLG (Canada) LLP are acting as legal counsels to Above Food. Michael Helsel and Jason Simon of Greenberg Traurig LLP and MLT Aikins LLP are acting as legal counsels to Bite. Davis Polk & Wardwell LLP is acting as legal counsel to BMO Capital Markets. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Bite Acquisition Corp. Morrow Sodali LLC acted as proxy solicitor to Bite for a fee of $15,000 as well as reimbursement for certain costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Bite. CohnReznick LLP, Greenberg Traurig, LLP and BMO Capital Markets Corp. acted as due diligence providers to BITE. Pursuant to the terms of the Business Combination Marketing Agreement, EarlyBird is entitled to receive, upon the closing of Bite?s initial business combination, a fee in the amount of $7 million (3.5% of the gross proceeds received by Bite in its initial public offering), as well as reimbursement of an aggregate of up to $20,000 of expenses.

Above Food Inc. completed the acquisition of Bite Acquisition Corp. (NYSEAM:BITE) from Mizuho Financial Group, Inc. and Others in a reverse merger transaction on June 28, 2024. The common shares and warrants of the combined company, Above Food Ingredients Inc. (?New Above Food?), are expected to begin trading on the Nasdaq Stock Market (?Nasdaq?) under the ticker symbols ?ABVE? and ?ABVE.W?, respectively, on July 1, 2024. New Above Food will continue to be led by Chief Executive Officer Lionel Kambeitz alongside the rest of the current Above Food management team. New Above Food?s Board of Directors is comprised of seven directors: Lionel Kambeitz, Jason Zhao, Felipe Gómez, Garth Fredrickson, Alberto Ardura González, Chief Reginald Bellerose, and Agustin Tristan Aldave. Centurion One Capital acted as financial advisor to Above Food.