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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 29, 2023

 

Bite Acquisition Corp.
(Exact name of registrant as specified in its charter)

 

Delaware 001-40055 85-3307316
(State or other jurisdiction
of incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)

 

30 West Street, No. 28F

New York, New York

(Address of principal executive offices) 

10004

(Zip Code)

 

 

(212) 608-2923
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         
Units, each consisting of one share of common stock, par value $0.0001 per share and one-half of one warrant   BITE.U   NYSE American LLC
         
Common stock, par value $0.0001 per share   BITE   NYSE American LLC
         
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50   BITE WS   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, 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 13(a) of the Exchange Act.  ¨

 

 

 

 


 

Item 7.01. Regulation FD Disclosure.

 

On May 1, 2023, Bite Acquisition Corp. (the “Company”) and Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (“Above Food”) issued a joint press release announcing the execution of the Business Combination Agreement, dated April 29, 2023, by and among the Company, Above Food, 2510169 Alberta Inc., an Alberta corporation (“TopCo”) and a direct, wholly owned subsidiary of Above Food, and Above Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TopCo (“Merger Sub”). The joint press release also announced that the Company and Above Food will host a recorded investor conference call on May 1, 2023 (the “Conference Call”). A copy of the press release, which includes information regarding accessing the Conference Call, is attached hereto as Exhibit 99.1 and incorporated herein by reference. A transcript of the Conference Call is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

Attached hereto as Exhibit 99.3 and incorporated herein by reference is the form of presentation to be used by the Company in presentations for certain of the Company’s stockholders and other persons.

 

The foregoing (including the information presented in Exhibits 99.1, 99.2, and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibits 99.1, 99.2, and 99.3 that is provided solely in connection with Regulation FD.

 

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.

 

2


 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements included in this Current Report on Form 8-K 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 Current Report on Form 8-K, 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 Current Report on Form 8-K. 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 Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K. 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.

 

3


 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Current Report on Form 8-K 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.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit 
No.
  Description
99.1   Joint Press Release, dated May 1, 2023.
99.2   Conference call transcript.
99.3   Investor presentation.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

4


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BITE ACQUISITION CORP.
     
  By: /s/ Alberto Ardura González
    Name: Alberto Ardura González
    Title: Chief Executive Officer and Chairman of the Board

 

Date: May 1, 2023

 

 

EX-99.1 2 tm2313495d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Above Food Corp., a Vertically Integrated Specialty Ingredients and Food Company, to List on NYSE Through Business Combination with Bite Acquisition Corp.

 

· Above Food is a scaled, innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients to ~260 customers globally and consumer products to ~35,000 retail points of distribution

 

· Well-positioned in a high-growth, US$200 billion plant-based market with multiple macroeconomic demand drivers, including food scarcity and insecurity, global supply chain disruption, ESG and sustainability and deepening sector appeal

 

· Above Food’s vertically integrated sourcing, traceability systems, and regenerative supply chain enables a “Seed-to-Fork” platform that supports a complementary portfolio of ingredients and consumer products

 

· Established global distribution network and customer contracts drive predictable revenue

 

· Above Food is a high-growth business with projected fiscal year through January 2024 revenue of US$482 million and Adjusted EBITDA1 of approximately US$23 million, representing 80% two year revenue CAGR. Above Food has a long-term Adjusted EBITDA margin target of approximately 15%

 

· Proposed transaction implies a pro forma enterprise value of approximately US$319 million, representing a multiple of 13.66x on fiscal year ending in January of 2024 Adjusted EBITDA, and a 0.66x Revenue multiple

 

· Expected to provide Above Food with approximately US$44 million of gross proceeds, of which US$9 million has already been committed, to fund future facility development and working capital purposes

 

1 Adjusted EBITDA is a non-GAAP measure. Refer to the investor presentation furnished with the Securities and Exchange Commission today by Bite Acquisition Corp. for more information, including a reconciliation of Adjusted EBITDA for historical periods to the most comparable GAAP measure.

 

 


 

New York, NY and Regina, Saskatchewan (May 1, 2023) –– Above Food Corp. (“Above Food” or the “Company”), an innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients and consumer products, and Bite Acquisition Corp. (NYSE AMERICAN: BITE) (“Bite”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement, which values the Company at a pro forma enterprise value of approximately US$319 million. Upon closing of the proposed transaction, Above Food will become a public company and is expected to be listed on the NYSE under the new ticker symbol "ABVE”.

 

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.

 

Above Food Chair, President and Chief Executive Officer Lionel Kambeitz stated, “We started Above Food with the intent to drive positive change across the entire food chain. More recently, as food insecurity escalates and the global food supply chains becomes more fragile and subject to disruption, we believe Above Food is well-positioned to ensure communities and consumers around the globe have access to nutritious ingredients that are grown and harvested according to sustainable farming methods.

 

“While our business spans regenerative agriculture, ingredients manufacturing, and consumer products – we believe the way in which we bring these businesses together makes Above Food a novel and differentiated solution to help tackle these growing global issues. We take custody of quality plant proteins from some of the best growing regions in the world, we utilize our complementary physical asset base of ingredient terminals and rail cars to consolidate our sourcing, and then we leverage those assets to create sought after and differentiated ingredients and CPG brands to generate value and enhance our margins.”

 

Alberto Ardura, Chair and CEO of Bite Acquisition Corp., said, “Our goal was to partner with an industry-leading, differentiated food company with strong fundamentals. We believe we found that combination in Above Food with its novel approach to driving value within the specialty ingredient and consumer products industry, and a highly energized and experienced management with great vision of where this industry is going to transition.

 

“We believe Above Food will be a first-of-its-kind public company within the food-based specialty ingredients sector – utilizing a vertically integrated business model that leverages its own source of supply and distribution infrastructure to create higher value formulations and products for the benefit of downstream customers in the ingredients and CPG space. This Seed-to-Fork platform allows for unique synergies that aren’t typically found in one place in the food industry, and we expect that will translate directly to a very attractive margin expansion that shareholders will enjoy for many years to come.”

 

 


 

Above Food’s Investment Highlights

 

· Above Food leverages its vertically integrated sourcing, traceability systems and regenerative supply chain to enable a “Seed-to-Fork” platform that supports a synergistic portfolio of ingredients and consumer products.

 

· Ownership and control of its supply chain entry points allow for superior economics supported by advantageous margins and sustainable long-term growth drivers.

 

· US$200+ billion total addressable market opportunity across key plant-based substitute categories and other adjacencies, fueled by favorable macroeconomic tailwinds, including rising food insecurity and increasing supply chain risks.

 

· Scaled and profitable operator servicing a diverse base of more than 260 top-quality customers and a footprint of over 35,000 retail points of distribution.

 

· Owned and efficient production and processing facilities, capable of producing US$650 million of revenues (over twice the revenue they produced in fiscal year ended on January 2023), coupled with direct distribution channels enable higher margins and improved efficiencies.

 

· Verification of quality and integrity through extensive food safety and food supply certifications, including BRC AA, HACCP, Regenerative Organic Certified (ROC), Gluten Free Certification Organization (GFCO), USDA Organic, Certified Kosher (COR), Vegan, Tested Glyphosate Clean, and Non-GMO Verified.

 

· Ownership and control of proprietary seed genetics, and ongoing trait improvements through agronomy, production protocols and natural genetic selection.

 

· Established industry leadership with extensive experience across the food production ecosystem and a strong commitment to Environmental, Social, and Governance (ESG) practices and standards.

 

Transaction Overview

 

The proposed transaction reflects a pro forma enterprise valuation of approximately US$319 million. Consideration will be 100% in the form of rollover shares and the proposed transaction is expected to provide approximately US$44 million of gross proceeds to fund future facility development and working capital. Above Food has already received US$9 million of investments from several high-profile strategic and financial investors including Lexington Capital (an alternative investments and development group focused on food & agriculture, water and real estate) and Grupo Vida (one of the largest oat manufacturers in the Americas with production and facilities in Mexico, Canada and Chile). These investors' financial commitment to Above Food is expected to generate significant commercial and operational synergies for Above Food in the years to come.

 

 


 

The transaction has been unanimously approved by the Board of Directors of Above Food and Bite, and closing, expected for the second half of 2023, is subject to satisfaction of customary closing conditions, including the approval of Bite shareholders.

 

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in one or more Current Reports on Form 8-K to be filed by Bite with the Securities and Exchange Commission (“SEC”) and will be made available on the Above Food investor relations page at https://abovefood.com/investors.

 

Management and Governance

 

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.

 

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, CEO 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.

 

Webcast Information

 

Bite and Above Food management will host an investor conference call to discuss the proposed transaction today, May 1, 2023 at 8:30 a.m. ET.

 

To listen to the prepared remarks via telephone, dial 1 (800) 343-4849 (U.S.) or 1 (203) 518-9814 (international) and provide the conference ID “FOOD” to the operator. The remarks can also be accessed via webcast, which can be found on Above Food’s investor relations website or by clicking here. A replay will be available by accessing the webcast.

 

Advisors

 

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. Latham & Watkins LLP and Gowling WLG (Canada) LLP are acting as legal counsels to Above Food. 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.

 

 


 

About Above Food

 

Above Food Corp. is a differentiated, regenerative ingredient company that celebrates delicious products made with real nutritious, flavorful ingredients and delivered with transparency. Above Food’s vision is to create a healthier world — one seed, one field, and one bite at a time. With a robust chain of custody of plant proteins, enabled by scaled operations and infrastructure in primary agriculture and processing, Above Food delivers nutritious foods to businesses and consumers with traceability and sustainability. Above Food’s consumer products and brands are available online at www.abovefood.com and in leading grocers across Canada and the United States.

 

About Bite Acquisition Corp.

 

Bite Acquisition Corp is a special purpose acquisition company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Bite is led by Chair and CEO Alberto Ardura and a team of successful industry executives, and venture capital investors who have long track records of operating business in the restaurant and food industries.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements included in this Press Release 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 Press Release, and on the current expectations of Above Food’s and Bite’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 Bite. 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 Bite 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 transactions; (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 Bite 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 Bite 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 Bite'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 Bite and/or Above Food (in case of Above Food, pursuant to the business combination agreement, through 2510169 Alberta Inc., an Alberta corporation and a direct, wholly owned subsidiary of Above Food (“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 none of Bite or Above Food presently know or that Bite 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 Bite’s and Above Food’s expectations, plans or forecasts of future events and views as of the date of this Press Release. Bite and Above Food anticipate that subsequent events and developments may cause Bite’s and Above Food’s assessments to change. However, while Bite and Above Food may elect to update these forward-looking statements at some point in the future, Bite 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 Press Release is based on the estimates of Above Food and Bite management. Above Food and Bite obtained the industry, market and competitive position data used throughout this Press Release from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Above Food and Bite believe their estimates to be accurate as of the date of this Press Release. However, this information may prove to be inaccurate because of the method by which Above Food or Bite 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.

 

 


 

Important Information

 

This press release does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. In connection with the proposed transaction, Bite and Above Food, through TopCo intend to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), including a proxy statement/prospectus relating to the proposed transaction, which will be mailed once definitive to holders of Bite’s common stock in connection with Bite’s solicitation of proxies for the vote by Bite’s stockholders regarding the proposed transaction and related matters, as will be described in the Registration Statement, and including a prospectus relating to, among other things, the offer of the securities to be issued by TopCo in connection with the proposed transaction. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, and any amendments thereto and any other documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information about Bite, Above Food and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Bite or TopCo through the website maintained by the SEC at http://www.sec.gov. These documents (when they are available) can also be obtained free of charge from Bite upon written request to Bite by emailing alberto@biteacquisitioncorp.com.

 

Non-GAAP Financial Measures

 

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including, but not limited to Adjusted EBITDA, Adjusted EBITDA Margin and certain pro forma financial data, in each case presented on a non-GAAP basis, and certain ratios and other metrics derived therefrom. The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization, adjusted for non-recurring items that are infrequent or abnormal to the company’s normal operations resulting from discontinued operations, extraordinary items, unusual or infrequent items, and changes resulting from changes in accounting policies/principles, and Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues. A reconciliation of certain of these non-GAAP financial measures to their most comparable GAAP measure is set forth in the appendix of the investor presentation furnished with Bite’s Current Report on Form 8-K.

 

These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s press release of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. This press release also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.

 

 


 

Participants in the Solicitation

 

Bite and Above Food and their respective directors and certain of their respective executive officers, other members of management and employees, under SEC rules, may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information about the directors and executive officers of Bite is included in Bite’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. Additional information regarding the participants in the proxy solicitation and a description of their direct interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant materials to be filed with the SEC regarding the proposed transaction by Bite or TopCo. Stockholders, potential investors and other interested persons should read the Registration Statement (when available) carefully before making any voting or investment decisions. These documents, when available, can be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation

 

This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or exchange, or the solicitation of an offer to sell, exchange, buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to 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 of 1933, as amended, and otherwise in accordance with applicable law.

 

Contacts

 

Media: 

Nathaniel Garnick/Grace Cartwright 

Gasthalter & Co. 

+1 (212) 257-4170 

AboveFood@gasthalter.com

 

Investors: 

investors@abovefood.com

 

 

EX-99.2 3 tm2313495d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

Above Food Corp. Business Combination with Bite Acquisition Corp.

 

May 1, 2023, 8:30 am ET

 

Speakers

 

Alberto Ardura, Chair and Chief Executive Officer of Bite Acquisition Corp.

 

Lionel Kambeitz, Chair, President and Chief Executive Officer of Above Food Corp.

 

Martin Williams, President and Chief Innovation Officer Above Food Brands Inc. (a wholly owned subsidiary of Above Food Corp.)

 

Jason Zhao, Chief Financial Officer of Above Food Corp.

 

Operator

 

Good morning, and welcome to the Above Food Corp. and Bite Acquisition Corp. Business Combination Conference Call and Webcast. Thank you all for joining us today.

 

Please note that the press release we issued this morning and related SEC documents can be found on the Bite Acquisition Corp. website at www.biteacquisitioncorp.com, as well as the SEC website at www.sec.gov. In addition, the investor deck that will be presented as part of today’s discussion is included with Bite Acquisition Corp.'s SEC documents and has also been posted on www.abovefood.com/investors. Please review the disclaimers included in the investor deck.

 

1 


 

I would like to first remind everyone that this call may contain forward-looking statements, including, but not limited to, Above Food Corp.’s and Bite Acquisition Corp.'s expectations or predictions of financial and business performance and conditions, expectations, or assumptions as to the completion of the proposed business combination between the parties, product development and performance, and industry outlook, among others. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions, and they are not guarantees of performance. Thus, nothing in this call should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved and you should not place undue reliance on the forward-looking statements. I encourage you to read the cautionary statement regarding forward-looking statements contained in the press release issued today and Bite Acquisition Corp.'s filings with the SEC, as well as filings to be made by Bite and Above Food in connection with the proposed business combination, for information regarding some of the risks that can affect the business combination, Above Food Corp.’s business, and the business of the combined company after completion of the proposed business combination. Bite Acquisition Corp. and Above Food Corp. are under no obligation and expressly disclaim any obligation to update, alter, or otherwise revise any forward-looking statements whether as a result of new information, future events, or otherwise except as required by law.

 

We'll also refer to certain non-GAAP financial measures. For reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures, please refer to the investor presentation, which can be found in Bite Acquisition Corp.'s Form 8-K filed today with the SEC and on our Investor Relations website https://abovefood.com/investors.

 

2 


 

Today's presentation will be hosted by Alberto Ardura, Chair and Chief Executive Officer of Bite Acquisition Corp., Lionel Kambeitz, Chair, President and Chief Executive Officer of Above Food Corp., Martin Williams, President and Chief Innovation Officer Above Food Brands Inc. (a wholly owned subsidiary of Above Food Corp.), and Jason Zhao, Chief Financial Officer of Above Food Corp.

 

I will now turn the call over to Alberto Ardura.

 

Alberto Ardura

 

Thank you, Operator. Welcome, everyone, to the Bite Acquisition Corp. – Above Food Corp. conference call and webcast.

 

I'm Alberto Ardura, Chair and Chief Executive Officer of Bite Acquisition Corp., and we are extremely excited to be partnering with Above Food through its transition to becoming a public company.

 

Our goal in founding Bite, which is listed on the NYSE with the stock ticker BITE, was to partner with an industry-leading company at an inflection point in its growth trajectory. We found that in Above Food, which has a novel approach to generating value within the specialty ingredient and consumer products industry and employs scaled, environmentally friendly regenerative agriculture and sustainable food technologies. I have been closely following the Above Food story, and I'm delighted to be part of this amazing growth company.

 

Bite’s leadership possesses a wide-ranging set of competencies, in relation with the North American restaurant, food, and consumer industries, as well as a deep knowledge of how to structure and finance transactions.

 

3 


 

We believe that Above Food will be a first-of-its-kind public company within the food-based specialty ingredients space – utilizing a vertically integrated business model that leverages its own source of supply and distribution infrastructure to create higher value formulations and products for the benefit of downstream customers in the ingredients and CPG space. This Seed-to-Fork platform allows for unique synergies that aren’t typically found in one place in the food industry, and we expect that Above Food will drive significant revenue, EBITDA and margin growth for the many years to come.

 

Above Food is led by a veteran team with extensive experience across the food production ecosystem that is complemented by Lionel's personal multi-generational ties to agriculture and food production. We believe this is an established management team that brings decades of experience leading public and private companies in the U.S. and Canada.

 

President and CEO Lionel Kambeitz brings significant experience in a multigenerational family farming operation and a great vision and career in AgTech manufacturing, innovation and design. He is supported by three other co-founders: Tyler West, who leads the ingredients business, Martin Williams, who leads the innovation and consumer products, and Donato Sferra, who leads corporate development efforts. The team is also supported by Chief Financial Officer, Jason Zhao, who has a strong technical financial background to lead the growing business.

 

While Lionel and his team will discuss the business opportunity, I wanted to spend a moment about what we love so much about Above Food and why we think it has an extremely compelling business model:

 

First and foremost, Above Food is a high-growth business on track to achieve positive EBITDA the fiscal year ended January 31, 2024 with a diverse base of over 260 customers in CPG, Pet Foods and Ingredients, and a footprint of over 35,000 retail points of distribution including major blue-chip grocery chains resulting in an operator that is scaled and that generates gross profits.

 

4 


 

Second, we believe Above Food’s vertically integrated approach and Seed-to-Fork platform enables a synergistic portfolio of products and supply chain entry points that allows for superior unit economics, as well as strong and sustainable financial performance.

 

Lastly, the proposed business combination represents a compelling opportunity within the USD$200+ billion market for plant-based food substitutes, which is fueled by favorable macro tailwinds, including rising food insecurity, increasing supply chain risks, and increasing consumer adoption of plant-based food.

 

We are very pleased to introduce you to this unique company, and we look forward to supporting Above Food in its vision to create a healthier world – one seed, one field, and one bite at a time.

 

With that, I'd like to turn the call over to President, CEO and Chair, Lionel Kambeitz.

 

Lionel Kambeitz

 

Thank you very much, Alberto, for that introduction. I am thrilled to speak with you today and look forward to getting to know many of you in the future as we share our exciting growth story with the investment community.

 

5 


 

We built Above Food with the intent to solve for the many structural problems facing the entire food supply chain. While our business spans farming, ingredients manufacturing, and consumer products – we believe the way in which we bring these businesses together makes Above Food a novel and differentiated solution to help tackle global issues while operating a business that is expected to be EBITDA positive in the fiscal year ended January 31, 2024.

 

There is rising food insecurity, apparent fragility of the global food supply chain and increasing demand for sustainably produced food and plant-based alternatives. To help put things into perspective -- there are more than 800 million people that experience food insecurity globally, and that number is only increasing.

 

Nourishing all people and the home we share together – Earth – all starts with the seed we put in the ground and how we nurture our crops. We believe Above Food is a pioneer in regenerative agriculture today, and it employs innovative environmental farming practices at scale across approximately 300,000 acres of production that we have access to in the northern plains of the U.S. and Western Canada. Moreover, we believe, Above Food has the capabilities and technological infrastructure in place to implement true innovation in traditional food supply chains and make a profound impact on the entire food ecosystem.

 

Direct access to high-quality production provides supply certainty and serves as the basis for our value-added ingredients business. Our vertical integration and control of the value chain manifests in greater control over supply chain risks and costs, enabling greater control of our margins. Bringing these elements together, we’ve built a scaled, diverse platform that generates organic growth as well as positioned to extract synergies from strategic acquisitions complementary to our capabilities and market access.

 

6 


 

Through our deep, longstanding relationships with our customers, we have a strong understanding of their goals for delivering healthier, more sustainable products to consumers. It is also a vision that Above Food can help make a reality. We possess a deep appreciation of our customers’ goals for innovation along the food chain -- and work closely with them to create products, at scale, that fit their unique parameters. We provide supply integrity and supply transparency through a network of physical assets.

 

To summarize -- we take custody of quality plant proteins from what we view as some of the best growing regions in the world, we utilize our complementary physical asset base of ingredient terminals and rail cars to consolidate our sourcing; and then we leverage those assets to create sought after and differentiated ingredients, private label, and branded consumer products to generate value and expand margins.

 

We are excited about the future with Bite as a public company.

 

Currently three distinct businesses comprise our seed-to-fork platform – we estimate our disruptive agriculture business, our specialty ingredients business, and our consumer packaged goods business represent approximately 61%, 37%, 2% of our revenues, respectively on a trailing twelve-month basis as of January 31, 2023. Over the next several years, our plan is to continue leveraging our access to plant proteins and grains to continue driving growth of our specialty ingredients and high-growth consumer packaged goods businesses and drive cash flow generation to fund future growth. As we implement our go-forward plan, we expect to see a more evenly distributed revenue mix between disruptive agriculture, specialty ingredients and private label consumer packaged goods.

 

7 


 

With that, I'd like to turn the call over to my co-founder Martin Williams to take a deeper dive into our three business units.

 

Martin Williams

 

Thank you, Lionel.

 

I’ll start with our Global Disruptive Agriculture Distribution business – as we like to say, we are the specialty ingredient supplier to ingredient suppliers. We have cultivated longstanding relationships with more than 260 customers that span 29 countries with our 17 product lines. As Lionel noted, these are typically long-term relationships that are predicated on our ability to deliver reliable inputs and value-added processes. Our scaled grain handling assets – which cover three major facilities in Saskatchewan, Canada and include 179 separations that maintain sourcing integrity for traceability – have enabled us to become an important partner to some of the largest consumer product businesses in the world.

 

Our second business unit is Specialty Ingredients Processing. We think about this division as the…quote…“Intel Inside” for differentiated better-for-you foods –an appropriate metaphor given we supply approximately 90% of the grains utilized in our specialty ingredient products. This business provides specialty ingredient formulations for billion-dollar industries. We have five ingredient platforms which cover oat, pet, quinoa, blended pulse, and a combination of pea/chickpea. These ingredients are manufactured on 10 unique platforms, possess four discreet patented technologies, and support a growing list of approximately 260 customers.

 

8 


 

And our third business is composed of our private label and consumer brand portfolio – consisting of more than 120 SKUs across six manufacturing platforms and nine consumer brands. These products are available in approximately 35 thousand points of distribution in 29 countries. Today, this business is still in the early stages, but it is nonetheless another outlet where we believe we can capture accretive margins from our advantageous sourcing and ingredients manufacturing network. In fact, we supply approximately 50% of the ingredients in our consumer products which gives us an edge with retail customers seeking consistent supply and traceable ingredients to further meet consumers’ growing desires for better-for-you attributes like GMO-free, organic, gluten-free, vegan, kosher, and a host of others.

 

With that, I’ll turn it back over to Lionel.

 

Lionel Kambeitz

 

Thanks, Martin.

 

This takes me back to the foundations of our business – the land. Above Food has access to some of the best growing regions in the world for the new plant-based proteins. We have approximately 300 thousand acres, contracted with large, sophisticated growers across the northern plains of the United States and Western Canada. We provide these large-scale producers proprietary growing technologies, which in turn allows Above Food to lock-in supply.

 

As an innovator in the vertically integrated food supply chain, Above Food also invests in R&D and utilizes custom genetics to enable seed-to-fork control, develop a strong IP base, and enable other regenerative practices that are critical in developing consistent ingredients for the next era of food manufacturing.

 

9 


 

Of course, none of this is possible without a strong and synergistic team – our executive team is comprised of domain experts across each of the areas of our business and I want to thank them for the incredible work they have done to prepare our business to go public.

 

With that, I’ll pass the call to Jason for some additional commentary on our financials and future plans for growth and enabling greater profitability.

 

Jason Zhao

 

Thank you, Lionel.

 

Our vertically integrated approach offers several significant opportunities for growth. As Lionel mentioned in his remarks, Above Food not only addresses a USD $200+ billion market for plant-based food substitutes, but we are also well aligned to capitalize on markets that are experiencing disproportionate growth, which creates opportunities for both organic growth as well as growth through strategic M&A.

 

Today, our business generates approximately USD $294 million of revenue on a trailing twelve-month basis, as of our year ended January 31, 2023, and produces a consolidated gross margin of approximately 4% and adjusted EBITDA margin of approximately 1%. What these figures don’t show you is the significant transformation that is underway as we focus on our higher-margin opportunities in both specialty ingredients and consumer packaged goods.

 

10 


 

For example, in our specialty ingredients business for fiscal year 2024, we expect to generate 129% organic growth versus fiscal year 2023 driven by greater oat ingredients and pet ingredient penetration and increasing throughput through existing facilities. As a nod to the importance of our vertical integration, this growth is made possible by our ability to secure and source crops within our disruptive agriculture business in the years prior – in fact, that business is expected to also grow at a compound annual rate of 83% from fiscal 2022 through full fiscal year 2024.

 

To reiterate our intentions that Lionel shared, as we implement the next evolution of our business, we see a more evenly distributed revenue mix between business segments. With a shift toward ingredients and Consumer Packaged Goods where we see tremendous margin opportunity.

 

To that point, our long-term growth algorithm contemplates annual revenue growth of approximately 30%, gross margins of approximately 20% and adjusted EBITDA margins of approximately 15%.

 

Although our business relies upon the key infrastructure we’ve invested in, the nature of the business is fairly asset-lite, with expected annual CAPEX of less than 5% of revenues. The combination of consistent organic revenue growth with significant margin expansion opportunity and marginal CAPEX requirements can result in an advantageous free cash flow generator – which is precisely the vision. We expect our primary use of cash will be funding growth initiatives and strategic acquisitions. On that point, we have an M&A engine that we believe is already finely tuned with six transactions closed in three years. In fact, our recently closed acquisitions, Northern Quinoa Production Company, Farmer Direct Organic, Culcherd, and key ingredient production facilities in Avonlea and Kindersley, which represent expansion of capabilities, end markets and intellectual property, across all three of our business units, drove USD $80 million in revenue and in their first-years post-close, which is strong evidence of the sort of opportunity that we see across our footprint and the execution that we can bring through sound integration. Furthermore, these recent acquisitions have created a strong operational leverage that we believe would allow the Company to more than double its revenues with minimum Capex requirements over the next few years.

 

11 


 

Based on the performance of our existing businesses including the recently acquired businesses discussed a moment ago, on a Pro Forma basis, we project organically generating approximately USD $482 million of revenue and USD $23 million of adjusted EBITDA during our fiscal year ending January 31, 2024.

 

Now I’ll turn back to Alberto for some closing remarks.

 

Alberto Ardura

 

Thanks, Jason.

 

From a transaction perspective, the proposed business combination reflects a pro forma enterprise valuation of USD $319 million and is expected to provide Above Food with approximately USD $44 million of gross proceeds to fund future facility development and general corporate purposes.

 

It’s worth noting, existing Above Food shareholders, including management, will roll over 100% of their equity, and will own approximately 70% of the pro-forma company at closing, reflecting their ongoing confidence and commitment.

 

12 


 

The transaction has already received USD $9 million in investments from several strategic and financial investors including Lexington Capital (an Alternative Investments and development group focused on Food & Agriculture, Water and Real Estate) and Grupo Vida (one of the largest oat manufacturer in the Americas with production facilities in Mexico, Canada and Chile). These investors have not only validated the business model and valuation of Above Food, but more importantly, they are expected to generate significant commercial and operational synergies for Above in the years to come.

 

We are very excited by the opportunity to bring Above Food to the public markets. We have an exceptional business with strong competitive advantages and an organic growth engine that is well suited to meet the needs of today’s leading food companies. Combined with a margin expansion opportunity that we believe is at an inflection point, we think now is the right time to invest in this disruptive company.

 

We hope you join us on our journey as ‘we go above’ and we look forward to keeping in touch as the transaction progresses.

 

Operator

 

That concludes today’s conference call. Thank you for your participation. You may now disconnect.

 

13 

 

EX-99.3 4 tm2313495d1_ex99-3.htm EXHIBIT 99.3
Exhibit 99.3
 

GRAPHIC

Investor Presentation MAY 2023 © 2022 Above Food Corp.


GRAPHIC

We go above. 2 © 2022 Above Food Corp. © 2022 Above Food Corp. ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Bite Acquisition Corp. (“BAC”) and Above Food Corp. (together with its direct and indirect subsidiaries, collectively, the “Company” or “Above Food” or “AF”). The information contained herein does not purport to be all-inclusive or necessarily contain all the information that a prospective investor may desire in investigating a prospective investment in the securities of BAC, AF or any new holding company created in connection with the proposed Business Combination (“PubCo”), and none of BAC, the Company, PubCo or their respective representatives or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation (and any other information, whether written or oral, that has been or will be provided to you). The information contained herein is preliminary and is subject to update, completion, revision, verification and amendment without notice, and such changes may be material. Because the proposed Business Combination transaction is in a structuring phase, there may be material changes to the structure and terms prior to the offering of any securities. The attached material is provided to you on the understanding that as a sophisticated investor, you will understand and accept its inherent limitations, will not rely on it in making any investment decision with respect to any securities that may be issued, and will use it only for purpose of discussing with your advisors your preliminary interest in investing in BAC, AF or PubCo in connection with the proposed Business Combination. No statement contained herein should be considered binding on any party. This Presentation and the information contained herein (and any other information, whether written or oral, that has been or will be provided to you) constitutes confidential information, is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of BAC and the Company and is intended for the recipient hereof only. Completion of the proposed Business Combination is subject to, among other matters, approval by the Company’s and BAC’s stockholders and the satisfaction of the closing conditions to be set forth in the business combination agreement. No assurances can be given that the proposed Business Combination will be consummated on the terms or in the timeframe currently contemplated, if at all. NO OFFER OR SOLICITATION This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of BAC, the Company, PubCo or any of their respective affiliates. Any offer to sell securities will be made only pursuant to a definitive subscription or similar agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. No representations or warranties, express or implied are given in, or in respect of, this Presentation. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the proposed Business Combination or the accuracy or adequacy of this Presentation. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves of and observe any such restrictions. The recipient acknowledges that it is (i) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. FORWARD-LOOKING STATEMENTS This Presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, or negatives of these terms or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of the Company and its 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 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 conditions, and in laws and regulations; (ii) the inability of the parties to enter into a business combination agreement with respect to the proposed Business Combination or to timely consummate the proposed Business Combination or at all, which may adversely affect the price of BAC’s securities, (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the requisite approvals of BAC’s and Above Food’s stockholders, the satisfaction of the minimum available cash amount following any redemptions by BAC’s public stockholders, and the receipt of certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement relating to the proposed Business Combination, if and when executed; (v) costs related to the proposed Business Combination and the failure to realize the anticipated benefits of the proposed Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (vi) the ability to maintain the listing of BAC’s or PubCo’s securities on a national securities exchange; (vii) the outcome of any legal proceedings that may be instituted against BAC, Above Food or PubCo related to the business combination agreement or the proposed Business Combination, (viii) risks related to the uncertainty of Above Food’s projected financial information, (ix) the ability of the combined company to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and the ability of the combined company to identify and realize additional opportunities; (x) changes in the competitive industries in which Above Food operates and variations in operating performance across competitors; (xi) the ability of Above Food to retain existing customers and attract new customers, (xii) the potential inability of Above Food to manage growth effectively, (xiii) 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, (xiv) Above Food’s dependence on senior management and other key employees; (xv) Above Food’s ability to execute its planned acquisition strategy, including to successfully integrate completed acquisitions and realize anticipated synergies; and (xvi) the ability of BAC, the Company or PubCo to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future. The foregoing list of factors is not exhaustive. The recipient should carefully consider the foregoing factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of the proxy/registration statement discussed below and other documents filed by BAC or PubCo from time to time with the Securities and Exchange Commission (the “SEC”). If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither BAC nor the Company presently know or that they 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 BAC and AF’s expectations, plans or forecasts of future events and views as of the date of this Presentation. BAC, the Company, PubCo and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing BAC’s, the Company’s, PubCo’s or any of their respective representatives’ or affiliates’ assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. These forward-looking statements speak only as of the date of this Presentation and none of the Company, BAC, or any of their respective representatives or affiliates have any obligation to update this Presentation. This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding a potential investment in connection with the proposed Business Combination. Disclaimer


GRAPHIC

We go above. © 2022 Above Food Corp. USE OF PROJECTIONS This Presentation contains projected financial information with respect to AF, namely the Company’s projected and pro forma revenue, revenue CAGR, gross profit, Adjusted EBITDA and Adjusted EBITDA margin for the fiscal years ending January 31, 2023 and 2024. Such projected financial information constitutes forward-looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation (and any other information, whether written or oral, that has been or will be provided to you) should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent auditors of BAC nor the independent registered public accounting firm of the Company audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. IMPORTANT ADDITIONAL INFORMATION In connection with the proposed Business Combination, the Company and BAC expect that PubCo will file a proxy/registration statement with the SEC that will include a proxy statement of BAC and will also constitute a prospectus of PubCo. The proxy/registration statement and other relevant documents will be sent or given to the shareholders of BAC and will contain important information about the proposed Business Combination and related matters. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. BAC stockholders and other interested persons are advised to read, when available, the proxy/registration statement and other documents filed in connection with the proposed Business Combination because these materials will contain important information about the parties to the business combination agreement, the Company, BAC and the proposed Business Combination. When available, the registration/proxy statement will be mailed to BAC stockholders as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov. PARTICIPANTS IN SOLICITATION BAC, the Company, PubCo and their respective directors, managers and officers may be deemed participants in the solicitation of proxies from BAC shareholders in connection with the proposed Business Combination. BAC shareholders and other interested persons may obtain more detailed information regarding the directors and officers of BAC in BAC’s annual report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 31, 2023, which is available free of charge at the SEC’s web site at www.sec.gov. Additional information will be available in the registration/proxy statement when it becomes available. FINANCIAL INFORMATION; NON-GAAP FINANCIAL MEASURES The financial information and data contained herein have been prepared on the basis of a fiscal year ending on January 31 of each year, for example fiscal year ended 2021 ended on January 31, 2021 and fiscal year ended 2022 ended on January 31, 2022, and as such may not be comparable with the financial information and data of other companies, including our competitors, who do not use the same fiscal year end. The financial information and data contained this Presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/prospectus or registration statement or other report or document to be filed or furnished by BAC or PubCo with the SEC. There is no assurance that any such adjustments will not be material. This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including, but not limited to, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and certain pro forma financial data, in each case presented on a non-GAAP basis, and certain ratios and other metrics derived therefrom. The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation, amortization adjusted for non-recurring items that are infrequent or abnormal to the company’s normal operations resulting from discontinued operations, extraordinary items, unusual or infrequent items, and changes resulting from changes in accounting policies/principles, and Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues. For a reconciliation of the Company's historical Adjusted EBITDA to the nearest GAAP measure, see the appendix to this Presentation. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. INDUSTRY AND MARKET DATA This Presentation has been prepared by BAC and AF and includes market data and other statistical information from third-party sources, including independent industry publications, governmental publications and other published independent sources. Some data is also based on the estimates of BAC and AF, which are derived from their review of internal sources as well as the third-party sources described above. None of BAC, the Company or any of their respective representatives or affiliates has independently verified the information and cannot guarantee its accuracy and completeness. TRADEMARKS AND TRADE NAMES BAC and AF own or have rights to various trademarks, service marks, trade names and copyrights that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with BAC or AF, or an endorsement or sponsorship by or of BAC or the Company. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ©, TM or SM symbols, but such references are not intended to indicate, in any way, that BAC, or AF or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Disclaimer (cont’d) We go above. 3 © 2022 Above Food Corp.


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We go above. © 2022 Above Food Corp. Above Food is the Regenerative Ingredient Company We operate three distinct business segments: Disruptive Ag: genetics, scaled infrastructure, proprietary ag-tech better positions us for partnerships Specialty Ingredients: 5 distinct ingredient platforms, food tech IP, owned processing facilities CPG: 6 manufacturing platforms, 120 private label and branded SKU’s, 9 differentiated brands Established global distribution of ingredients and consumer products, with customer contracts providing predictable revenue We go above. 4 © 2022 Above Food Corp.


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Investment Highlights Ingredient supplier to sophisticated CPG businesses across the world; long-standing relationships based on superior performance Consumer packaged goods (CPG) and private label business function as a mechanism to understand evolving consumer trends Secured grain, seeds and pulses through our Traceability Suppliers Platform Expanding capabilities through accretive M&A strategy High growth business with positive Adj. EBITDA expected in CY 2023E Seed-to-Fork platform presents barriers to entry and enables greater control of margins and the supply chain Pioneer in regenerative farming techniques Macro tailwinds driving sizable and growing total addressable market Capability to capitalize on opportunities across the value chain We go above. 5 © 2022 Above Food Corp.


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DONATO SFERRA CO-FOUNDER CHIEF CORPORATE DEVELOPMENT OFFICER EXEC VP - 20+ years experience in Finance, Investment Banking, and Financial Corporate Development - Has guided dozens of companies in nascent industries to public markets as an investment banker and venture investor MARTIN WILLIAMS CO-FOUNDER PRESIDENT & CHIEF INNOVATION OFFICER ABOVE FOOD BRANDS - 20+ years CPG experience in Innovation, Marketing, Operations and Product Development - 12 years advising Fortune 500 CPG companies on Innovation and GTM Strategy TYLER WEST CO-FOUNDER CEO & PRESIDENT, PURELY CANADA FOODS - Previous experience in building scaled Ingredient Custody Companies across Canada & the Northern Plains of the United States - A decade of leadership experience in agri-business JASON ZHAO CHIEF FINANCIAL OFFICER - 20+ years experience in Corporate Finance, Public Practice Accounting, and Business Valuating - Jason is a Chartered Professional Accountant and has a Chartered Business Valuators designation LIONEL KAMBEITZ CO-FOUNDER CEO EXECUTIVE CHAIRMAN - 35 years executive experience in Production Agriculture, Ag-Tech Manufacturing, Energy & Innovative Design and Inventions - 5th generation farming family. Real people who know how to produce real food 6 Proven Leadership Across the Value Chain © 2022 Above Food Corp.


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Sponsor and Strategic Investors Overview OVERVIEW AND HIGHLIGHTS MANAGEMENT TEAM & STRATEGIC INVESTORS BIOS Bite Acquisition Corporation (“Bite”) is a Special Purpose Acquisition Company (“SPAC”), or blank-check vehicle, incorporated with the intent of effecting a merger with a private company, aligned with its thesis and with strong enough merits to maximize value to its different stakeholders. Bite listed its shares publicly with the New York Stock Exchange, in February of 2021, raising US$200mm. Bite’s current Funds in Trust are $30mm. Felipe Gómez Chief Executive Officer – Grupo Vida (Strategic Investor) Felipe has more than 25 years of experience at Grupo Vida, one of the largest oat companies in the Americas. From 2012-2014, he served as President of the Board at the Chamber of the Food Industry of Jalisco (CIAJ), supporting several companies in the food sector. Felipe holds an MBA from Instituto Tecnológico Autónomo de México (ITAM). Agustin Tristan Chief Executive Officer – Lexington Capital* (Strategic Investor) Agustin has started and run 10+ companies throughout his 15+ years of experience and has made several investments in Food & Agriculture, Water and Real Estate. He also worked with Goldman Sachs for five years in the New York office. Agustin holds a Bachelors in Industrial Engineering and an MBA from the University of Alabama. The Sponsor team and the group of Strategic Investors are comprised of seasoned Wall Street and Main Street veterans alike, bringing meaningful work experience in some of the most prolific companies in the world, and including the market leading ingredient and consumer goods operator in the Mexican market. SPONSOR & STRATEGIC INVESTORS TRACK RECORD * We go above. 7 Note: Please refer to the Appendix for a full list of the Management Team and Advisory Board of Bite. *Investor role only. © 2022 Above Food Corp. Alberto Ardura Chief Executive Officer and Chairman of the Board – Bite Alberto has over 35 years of experience on different Corporate Finance, Capital Markets and Client Coverage roles across Latin America, including former Head of Latin America Capital Markets and Corporate Finance at Deutsche Bank, Nomura Securities (both NYC based), and CEO of Merrill Lynch Mexico.


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Attractive Market Opportunity We go above. 8 © 2022 Above Food Corp.


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Above Food is Well Positioned to Take Advantage of Macro Tailwinds ~800M people still go hungry, with this number only increasing1 ~25M Tons of grain were stuck in port in Ukraine2 52% of consumers are eating more plant-based foods motivated by their health and the planet’s health4 Food Insecurity Supply Chain Disruptions ESG & Sustainability Plant-Based Adoption Animal-based protein generates over 9x more GHG than plant-based protein3 We go above. 9 1. Source: Actionagainsthunger.org, 2022 2. Source: Fortune, 2022 3. Source: Source: University of Michigan, 2018; compares GHG impact of a 0.25lb beef patty vs. a 0.25lb Beyond Meat patty. 4. Source: Nielsen, 2021 © 2022 Above Food Corp.


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$200B+ Opportunity Established market expected to grow across categories Plant-Based Dairy Alternatives $54B Plant-Based Pet Food $26B Plant-Based Snacking $59B Sizable, Global Addressable Market Plant Protein Ingredients $15B 7% CAGR 2020-2027 Whole Grains $58B 7% CAGR 2022-2026 13% CAGR 2021-2028 9% CAGR 2022-2026 9% CAGR 2022-2032 1 We go above. 10 © 2022 Above Food Corp. Note: All values in USD. 1. Total market opportunity calculated from a combination of the below sources: Plant-Based Pet Food: Future Market Insights Whole Grains: Strategyr Plant Protein Ingredients: Market Research Future Plant-Based Dairy: Fortune Business Insights Plant-Based Snacks: Industry Arc


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Above’s Seed-to-Fork Platform Delivers Traceability and Supply Certainty Specialty Ingredients Processing Platform 13% FY 2024E GROSS MARGIN Disruptive Ag Distribution 6% FY 2024E GROSS MARGIN 1 1 Private Label & Branded Consumer Products 31% FY 2024E GROSS MARGIN 4 PATENTED TECHNOLOGIES 5 INGREDIENT PLATFORMS 260 INGREDIENT CUSTOMERS 10 MANUFACTURING PLATFORMS 29 COUNTRIES IN DISTRIBUTION 17 PRODUCT PLATFORMS 300K METRIC TONNES PER YEAR 300 INGREDIENT CUSTOMERS 6 MANUFACTURING PLATFORMS 9 CONSUMER BRANDS 35K POINTS OF DISTRIBUTION 29 COUNTRIES IN DISTRIBUTION Asset base & regenerative agricultural practices enable custody of plant proteins at scale Proprietary food technology creates differentiated formulations & products Private label product portfolio and 9 consumer brands 1,2 3 We go above. 11 1. Based on management model and forecast for FY 2024; fiscal year end January 31 and figures include organic growth and closed acquisitions only. 2. Includes Atlantic Natural Foods, Inc. (ANF) gross margin forecast from management model. © 2022 Above Food Corp. 3. One with full patent protection and three with provisional patent protection.


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Vertically Integrated ✓ ✓ ✓ ✓ Seed-to-Fork Traceability ✓ ✓ Physical Assets in Place for Supply Certainty & Chain of Custody ✓ ✓ ✓ ✓ ✓ Regenerative Supply Chain ✓ ✓ Proprietary Food Technology Leveraged to Create Optimized Specialty Ingredients ✓ ✓ ✓ ✓ ✓ ✓ Differentiated House of Brands ✓ ✓ ✓ ✓ Genetics Program ✓ ✓ ✓ Positive Adj. EBITDA (FY 2023E) ✓ ✓ ✓ ✓ Above Food Commands a Differentiated, Defensible Moat Vertically integrated innovation platform drives superior products and business model Specialty Ingredients Plant Based Consumer Products Commodity Processors We go above. 12 Source: Company Websites and Filings, CapitalIQ median consensus estimates © 2022 Above Food Corp.


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Rapidly Expanding Business On Track to Achieve Positive Adjusted EBITDA this Fiscal Year 62% CAGR $39 $180 $110 $4 $57 $92 $73 $40 Annual Revenue by Division (USD $ millions)1. FYE Jan 31 $191 $252 $148 $294 $482 $113 3 2 Underlying unit economics expected to drive profitability in the core business Significant operating leverage to enable margin expansion Core assets capable of driving ~$650M USD in revenue with maintenance Capex only Shift of revenue mix to higher value, higher margin business segments and product platforms Expected to be Adjusted EBITDA positive in FY 2023E We go above. 13 FY 2023E* FY 2024E Disruptive Ag FY 2021A FY 2022A Specialty Ingredients CPG Source: Management Model and Forecast as of April 18, 2023. Notes: Fiscal year ended January 31st of year noted. FY 2021 - FY 2023 include actual results for acquisitions closed 2020 -2023. *FY 2023 audit work in process; subject to confirmation of final review. 1. Converted from C$ to US$ at 0.7466x. 2. Includes $700 of other revenue, ($4) mm of eliminations and $0.1 mm of adjustments. 3. Includes Atlantic Natural Foods, Inc. (ANF) revenue. © 2022 Above Food Corp.


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Suitable Combination of Ag-Tech Capabilities Optimal Geographic Location for Quality Grains Traceability System from Seed-to-Fork Tracking Distinct Attributes Scaled Asset Base Purpose Built for Traceability and Supply Certitude Regenerative Production IP Better Positions Us for Large Scale Farming Partnerships We go above. 14 © 2022 Above Food Corp.


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Purpose Built Assets with Operating Leverage PORT LAJORD* AVONLEA KINDERSLEY RAIL FLEET Low maintenance Capex 179 discreet separations for enshrining and protecting the identity of primary ingredients Owned assets enable value-add processing and margin expansion Utilizing 300+1 railcars for point-to-delivery surety and enhanced margins 21,000 ft of rail spur for greater control and storage of fleet We go above. 15 © 2022 Above Food Corp. *Lease-to-own arrangement to acquire asset for $35M CAD, which is below fair market value of $55M CAD per latest appraisal 1. 100+ railcars owned.


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Food-Tech & Sophisticated Commercial Capabilities Cost Effective Private Label Manufacturing and Distribution Three Distinct Supply Chains with Valuable Certifications Proprietary Ingredient Production Platforms Differentiated Branded Consumer Products and Scaled Distribution We go above. 16 © 2022 Above Food Corp.


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Specialty Ingredient Production Technologies Enable Margin Expansion GF MILLING RETORT PROCESSING 4 Patented Genetic Strains1 Oat Ingredient Hydrolization Preparation Jet Milling Oat Liquid Production* GF & Precision Milling Extrusion of Texturized Protein, High Moisture Meat Analogue Retort Thermal Processing Plant-Based Dairy Fermentation Plant-Based Cheese & Butter Production HYDRO MILLING EXTRUSION We go above. 17 *Scheduled to be commissioned in Q2 FY 2025 1. One with full patent protection and three with provisional patent protection. © 2022 Above Food Corp.


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Simple Meals Platform Specialty Grains & Snacks Platform Alt-Dairy Platform Differentiated Consumer Product Platforms Enable Further Margin Expansion Six owned manufacturing platforms, nine brands, and 120 unique product formulations We go above. 18 © 2022 Above Food Corp.


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We go above. 19 © 2022 Above Food Corp. 2016 2018 2020 2021 2022 • Founded Purely Canada Food Corp focused on Disruptive Ag • Strengthened the management team for growth • Significant revenue growth • Strengthened corporate governance • Created “Above Food Corp.” as parent co. • Acquired additional terminal and merchandising supply chain assets ACQUIRED • Acquired additional ag-tech and Ingredient manufacturing assets KINDERSLEY AVONLEA ESTABLISHED ESTABLISHED ACQUIRED DISCOVERY SEED LAB ORGANIC GROWTH INORGANIC GROWTH 2023 • Acquired additional consumer product manufacturing capabilities ACQUIRED Main Achievements | Company Timeline


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We go above. © 2022 Above Food Corp. USD ($M)1 FYE Jan 31 FY 2021A FY 2022A FY 2023E* FY 2024E Disruptive Ag $40 $57 $180 $191 Specialty Ingredients $73 $92 $110 $252 CPG $0 $0 $4 $15 Recently Completed Acquisition (ANF) $24 Total Revenue $113 $148 $294 $482 Revenue Growth n.a. 32% 98% 64% Total Gross Profit $4 $8 $11 $55 Gross Profit Margin 4% 5% 4% 11% Total OpEx $3 $9 $15 $33 Adj. EBITDA $1 $1 $1 $23 Adj. EBITDA Margin 1% 1% 1% 5% Adjusted EBITDA Positive with Accretive M&A Opportunities Disruptive Ag 40% Specialty Ingredients 52% CPG 8% Revenue Composition FY2024E Revenue Composition FY2023E Disruptive Ag 61% Specialty Ingredients 37% CPG 2% 2 4 3 We go above. 20 © 2022 Above Food Corp. Source: Source: Management Model and Forecast as of April 18, 2023. Notes: Fiscal year ended January 31st of year noted. FY 2021 - FY 2023 include actual results for acquisitions closed 2020 -2023. *FY 2023 audit work in process; subject to confirmation of final review. 1. Converted from C$ to US$ at 0.7466x. 2. Unable to calculate growth rate from FY2020A due to change in year end. 3. Includes $700 of other revenue, ($4) mm of eliminations and $0.1 mm of adjustments. 4. Includes ANF revenue.


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We go above. © 2022 Above Food Corp. Driving significant organic revenue growth FY 2021A - FY 2024E M&A pipeline driving value and capability acceleration • ~39% organic revenue CAGR in Specialty Ingredients and Disruptive Ag collectively from FY 2021A - FY 2024E • Potential to more than triple revenue with existing infrastructure • Robust pipeline of synergistic opportunities to: • Shifting revenue mix to higher margin platforms, coupled with asset base, IP and processing, enables margin expansion • Scaled advantage across Specialty Ingredients entering model in FY 2024E with 30%+ gross margin in select business lines (CPG & ANF businesses) • Underlying unit economics expected to drive profitability with operating leverage to further expand Above Food Growth Algorithm Expected to drive margin expansion FY 2021A - FY 2024E ORGANIC REVENUE MARGIN EXPANSION INORGANIC REVENUE • Accelerate growth • Expand margins • Broaden distribution • Expand IP portfolio • Realize synergies We go above. 21 Source: Source: Management Model and Forecast as of April 18, 2023. Notes: Fiscal year ended January 31st of year noted. FY 2021 - FY 2024 include actual results for acquisitions closed 2020 - 2023. © 2022 Above Food Corp.


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Transaction Overview We go above. 22 © 2022 Above Food Corp.


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Transaction Overview l US$34M of cash to balance sheet will go towards executing Above Food’s (“AF”) business plan and roll-up strategy1,2 n Bite expects to raise US$25M via a common equity PIPE prior to transaction closing l Existing shareholders of Above Food to own ~70% of the PF company3 l Transaction expected to close in second half of 2023 TRANSACTION OVERVIEW IILLUSTRATIVE PRO FORMA CAPITALIZATION SOURCES & USES (USD $M) All Values in USD ($M) Total Shares Outstanding3 29.6 Share Price $10.00 Pro Forma Equity Market Capitalization $296 (+) Debt 4 58 (-) Cash 5 35 Pro Forma Enterprise Value $319 Sources Uses Existing AF Shareholders $206 Existing AF Shareholders $206 Bite Trust1 10 Cash to Balance Sheet 34 PIPE Equity2 25 Est. Transaction Expenses 10 Strategic Investors6 9 Total Sources $250 Total Uses $250 IILLUSTRATIVE PRO FORMA OWNERSHIP3 We go above. 1. Assumes ~67% redemptions of current $30M in trust by Bite public shareholders. 2. Assumes $25mm PIPE equity to be raised prior to transaction closing. 3. Based on total number of common shares outstanding at close of the proposed Business Combination. Analysis excludes impact of 1.1M sponsor earnout shares and ~6.1M seller earnout shares vesting in two equal tranches with first tranche vesting at $12.50 or if FY 2024 EBITDA is greater than or equal to $21.2M and second tranche vesting at $15.00 or if FY2025 EBITDA is greater than or equal to $32.9M. Also excludes impact of a post-closing, equity incentive plan, 10M public warrants to be outstanding at closing with a strike price of $11.50 per share, ~0.4M private warrants to be outstanding at closing with a strike price of $11.50 per share, and ~2.5M additional warrants to be outstanding at closing with a strike price of $13.48. 4. Includes $58.1M of pre-existing Above Food debt as of 31-Jan-23; converted from C$ to US$ at 0.7466x. 5. Includes $1.2M of pre-existing Above Food cash as of 31-Jan-23; converted from C$ to US$ at 0.7466x. 6. Reflects $9M convertible bridge financing that converts to equity at transaction closing. © 2022 Above Food Corp. Existing Above Food Shareholders 70% Sponsor 16% PIPE Investors2 8% Bite Public Shareholders1 3% Strategic Investors6 3%


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Above Food is Trading at a Discount to its Peers We go above. 24 © 2022 Above Food Corp. . Basic Ingredients High Growth CPG ü Higher growth and margin businesses ü Disrupting large consumer categories ü Fostering and developing community of enthusiast consumers ü Large, growing TAM û Not all are vertically integrated Ingredients (Specialty and Basic) ü Positive margin businesses ü Most are vertically integrated with established physical assets in place ü Proprietary food and ingredient technology û Lower growth û Different end markets Specialty Ingredients CY’22A – CY’23E Revenue Growth 64.10%1 5.82% 4.67% EV / CY’23 Revenue 0.66x2 2.36x 1.90x EV / CY’23 Adj. EBITDA 13.66x2 15.93x 12.65x EV / EBITDA Precedent Transactions* 18.80x 14.00x Source: Management Model and Forecast as of April 18, 2023, CapitalIQ; public data as of April 27, 2023. Note: peer metrics are calendarized and represent median consensus estimates; ANF acquisition incorporated beginning in Above Food’s FQ1 2024. *Further detail provided in appendix; multiples represent medians. 1. Represents revenue growth from FY2023E to FY2024E. 2. Above Food figures reflect FY 2024E ending January 31, 2024.


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Investment Highlights Ingredient supplier to sophisticated CPG businesses across the world; long-standing relationships based on superior performance Consumer packaged goods (CPG) and private label business function as a mechanism to understand evolving consumer trends Secured grain, seeds and pulses through our Traceability Suppliers Platform Expanding capabilities through accretive M&A strategy High growth business with positive Adj. EBITDA expected in CY 2023E Seed-to-Fork platform presents barriers to entry and enables greater control of margins and the supply chain Pioneer in regenerative farming techniques Macro tailwinds driving sizable and growing total addressable market Capability to capitalize on opportunities across the value chain We go above. 25 © 2022 Above Food Corp.


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© 2022 Above Food Corp. The Disruptive Ingredient Company


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Appendix We go above. 27 © 2022 Above Food Corp.


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r EV / CY2023E Revenue High Growth CPG Specialty Ingredients EV / CY2023E Adj. EBITDA Ingredients Basic Ingredients High Growth CPG Specialty Ingredients Ingredients Basic Ingredients We go above. 28 © 2022 Above Food Corp. Public Valuation Benchmarking 1 1 Source: Management Model and Forecast as of April 18, 2023, CapitalIQ; public data as of April 27, 2023. Note: peer metrics are calendarized and represent median consensus estimates; ANF acquisition incorporated beginning in Above Food’s FQ1 2024. 1. Above Food figures reflect FY 2024E ending January 31, 2024. 13.66x 18.04x 15.93x 12.19x NM NM NM 21.82x 21.55x 20.08x 17.50x 15.53x 14.93x 14.05x 13.12x 11.16x 10.27x 12.19x 8.75x 8.39x 7.06x 6.64x 6.10x NM Median: 15.93x Median: 15.23x Overall Ingredients Median: 12.65x Median: 7.72x 0.66x 4.39x 3.48x 3.14x 1.57x 1.29x 0.55x 7.50x 4.54x 4.53x 3.51x 2.80x 2.49x 2.19x 2.05x 1.90x 1.52x 1.83x 1.03x 0.91x 0.70x 0.53x 0.48x 0.29x Median: 2.36x Median: 2.65x Median: 0.70x Overall Ingredients Median: 1.90x


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We go above. 29 © 2022 Above Food Corp. Public Operational Benchmarking Source: Management Model and Forecast as of April 18, 2023, CapitalIQ; public data as of April 27, 2023. Note: peer metrics are calendarized and represent median consensus estimates ANF acquisition incorporated beginning in Above Food’s FQ1 2024. 1. Above Food figures reflect FY 2023E and FY 2024E ending January 31, 2023 and January 31, 2024. 2. Represents revenue growth from FY2023E to FY2024E. in USD ($M) Revenue Adj. EBITDA CY22A/E - CY23E Growth Company CY22A/E CY23E CY22A/E CY23E Revenue High Growth CPG The Hain Celestial Group, Inc. $1,853.51 $1,888.03 $179.88 $199.65 1.86% BellRing Brands, Inc. $1,427.70 $1,664.24 $296.50 $320.63 16.57% The Simply Good Foods Company $1,188.29 $1,261.66 $229.19 $248.56 6.17% Oatly Group AB $722.24 $886.45 ($267.92) ($139.02) 22.74% Beyond Meat, Inc. $418.93 $388.40 ($278.02) ($158.24) (7.29%) Tattooed Chef, Inc. $234.00 $246.77 ($85.65) ($51.71) 5.46% Median $955.26 $1,074.06 $47.12 $73.97 5.82% Mean $974.11 $1,055.93 $12.33 $69.98 7.59% Ingredients Specialty Ingredients Koninklijke DSM N.V. $9,247.22 $9,678.72 $1,537.53 $1,513.71 4.67% International Flavors & Fragrances Inc. $12,220.00 $12,456.02 $2,412.50 $2,340.60 1.93% Kerry Group plc $9,804.07 $9,619.97 $1,381.50 $1,358.83 (1.88%) Givaudan SA $7,951.96 $8,155.31 $1,649.16 $1,696.09 2.56% Symrise AG $5,090.35 $5,405.48 $1,016.20 $1,082.83 6.19% Tate & Lyle plc $2,107.32 $2,322.48 $395.87 $429.56 10.21% Corbion N.V. $1,606.86 $1,662.07 $203.24 $225.95 3.44% Sensient Technologies Corporation $1,437.04 $1,516.15 $262.82 $268.31 5.51% Chr. Hansen Holding A/S $1,387.96 $1,499.26 $492.12 $521.88 8.02% Balchem Corporation $942.36 $990.71 $216.09 $223.52 5.13% Median $3,598.84 $3,863.98 $754.16 $802.35 4.90% Mean $5,179.51 $5,330.62 $956.70 $966.13 4.58% Basic Ingredients Archer-Daniels-Midland Company $101,556.00 $100,410.95 $6,830.00 $6,060.65 (1.13%) Bunge Limited $67,232.00 $63,002.40 $3,216.62 $3,001.83 (6.29%) Ingredion Incorporated $7,946.00 $9,114.39 $1,002.00 $1,115.50 14.70% Darling Ingredients Inc. $6,532.20 $7,127.00 $1,540.97 $1,850.14 9.11% Green Plains Inc. $3,662.85 $3,426.50 ($0.82) $195.80 (6.45%) Whole Earth Brands, Inc. $538.27 $555.40 $79.20 $76.20 3.18% Benson Hill, Inc. $381.23 $401.23 ($102.17) ($68.30) 5.24% Median $6,532.20 $7,127.00 $1,002.00 $1,115.50 3.18% Mean $26,835.51 $26,291.12 $1,795.11 $1,747.40 2.62% Median (Overall Ingredients) $5,090.35 $5,405.48 $1,002.00 $1,082.83 4.67% Mean (Overall Ingredients) $14,096.69 $13,961.41 $1,301.93 $1,287.83 3.77% Overall Median $1,853.51 $1,888.03 $296.50 $320.63 5.13% Overall Mean $10,673.41 $10,594.76 $965.51 $970.13 4.77% Above Food1 $293.71 $481.96 $1.50 $23.33 64.10%2


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High Growth CPG Date Target Acquirer EV (USD $M) EV / Revenue EV / EBITDA Nov-21 Dot's Pretzels & Pretzels Inc. Hershey $1,220 4.4x 17.8x Jun-21 Lily's Confectionary Brand Hershey $425 3.9x n.a. Nov-20 Cholula Hot Sauce McCormick $800 8.3x 25.0x Jan-19 Primal Nutrition Kraft Heinz $200 4.0x n.a. Dec-17 Amplify Snack Brands Hershey $1,600 4.3x 18.8x Oct-17 Chicago Bar Company (R XBAR ) Kellogg $600 5.0x n.a. Jul-17 Daiya Foods Otsuka Pharmaceutical $319 4.5x n.a. Jul-17 Pacific Foods Campbell Soup Company $689 3.1x n.a. Nov-16 Bai Brands Dr Pepper Snapple Group $1,649 3.9x n.a. Jan-16 Krave Pure Foods Hershey $225 6.4x n.a. Median $645 4.4x 18.8x Mean $773 4.8x 20.5x Ingredients Date Target Acquirer EV (USD $M) EV / Revenue EV / EBITDA Jan-23 Kerry Group (Sweet Ingredients) IR CA $536 1.2x 12.2x Dec-22 IFF (Savory Solutions) PAI Holdings $900 1.9x 14.0x Oct-22 Denali Ingredients Orkla Food Ingredients $200 2.0x 13.9x Jun-21 Niacet Kerry Group $1,015 4.6x 15.4x Apr-21 Olde Thompson Olam Food Ingredients $950 n.a. 11.5x Dec-20 FONA International McCormick $710 6.2x 23.5x Jun-20 Erber Group DSM $1,103 3.0x 14.0x Apr-20 Les Derives R esiniques Et Terpeniques SA Firmenich Productions Participations SAS $1,858 3.1x 17.2x Oct-19 Innophos One R ock Capital Partners $932 1.2x 12.1x Median $932 2.5x 14.0x Mean $912 2.9x 14.9x We go above. 30 Source: press releases, Company filings, MergerMarket, FactSet, CapitalIQ, street research & publications Note: transaction metrics announced in foreign currency have been converted in USD at applicable spot rate as of the date of announcement. © 2022 Above Food Corp. Precedent Transactions


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Reconciliation of Adjusted EBITDA USD 1 FYE Jan 31 FY2021A FY2022A FY2023E Net Income (Loss) $440,784 ($4,313,286) ($8,153,591) Add: Income Tax $92,503 ($70,993) $2,869,740 Add: Interest Expense $305,598 $1,557,612 $3,252,184 Add: Depreciation & Amortization $114,561 $1,019,911 $1,988,507 EBITDA $953,446 ($1,806,756) ($43,160) Adjustments Non-Cash Items Gain on Debt Extinguishment ($13,069,832) M2M Adjustments $2,870,814 $3,345,506 FX Adjustments ($1,685,612) $5,497,986 Inventory Adjustment $497,034 $248,517 Non-Recurring Items Accounting, Consulting, Advertising, Legal and Subcontractor Fees $987,853 $1,387,262 R&D, Other Product Development Fees & Testing Costs $555,036 $292,527 Accounting Policy Change $1,439,863 Travel & Entertainment $74,089 IT Services and Other SG&A $413,303 Inventory Damage and Impairment $114,359 Expenses from Discontinued Operations $863,715 Brand Consolidation Development $123,416 Culcherd Restructuring $251,137 Recoverable Storage Expense $260,788 One-time Oat Program Implementation Costs $298,151 Total Adjustments -- $3,225,125 $1,540,788 Adjusted EBITDA $953,446 $1,418,370 $1,497,628 * We go above. 31 © 2022 Above Food Corp. Source: Management Model and Forecast as of April 18, 2023. Notes: Fiscal year ended January 31st of year noted. FY 2021 - FY 2023 include actual results for acquisitions closed 2020 - 2023. *FY 2023 audit work in process; subject to confirmation of final review. 1. Converted from C$ to US$ at 0.7466x.


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We go above. © 2022 Above Food Corp. Julia Stewart Independent Director Former Chair & CEO of Dine Brands Global, where she led the acquisition of Applebee's, combined with IHOP, to create the largest sit-down restaurant chain in the world. With over 40 years of experience, Julia has built numerous, profitable brands. Today, she is Founder, Chair and CEO of Alurx, Inc., an all-in-one wellness company. One of Fortune Magazine's 50 Most Powerful Women in the U.S. Joseph Essa Independent Director CEO of MKM Hospitality Group and board member of the National Restaurant Association and Good Planet Foods. Former President and CEO of the Thomas Keller Restaurant Group. Recognized restaurant CEO in the U.S. with more than two decades experience as a founder, investor, operator and executive Perry Miele Advisor to the Board of Directors Perry currently serves as the President & CEO of Nestlé Professional – USA. He leads a world-class team of foodservice professionals including executive chefs, direct sales, marketing, product development, technical & manufacturing and all the supporting teams who share the Nestlé commitment to excellence. Perry is on the Executive Board of Directors and held the position of Chairman for the International Foodservice Manufacturers Association (IFMA). He is also on the Executive Board of Directors at the National Restaurant Association Alberto Ardura Chief Executive Officer and Chairman of the Board Current Board Member of Coscomate Hospitality Group. Over 35 years of experience in Corporate Finance and Capital Markets across Latin America. Previously, CEO for Merrill Lynch Mexico; Head of Capital Markets and Client Coverage and Vice Chair of Corporate Finance for Latin America at Deutsche Bank/NY; Head of Nomura Latin America Investment Bank 32 BITE Management and Strategic Advisors Overview


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We go above. © 2022 Above Food Corp. Jesus O. Lanza Independent Director Founder and CEO of Lottus Education, one of the largest private education platforms in Latin America. Previous experience in Special Situations Group Distressed Assets at Cerberus Capital Management, Investment Banking Division – M&A LatAm at Goldman Sachs & Co. Mr. Lanza Losa graduated from Universidad de Oviedo with a B.A. in Business Administration, and holds a Masters in Finance degree from London Business School Luis Doporto Board Member Current CEO and Chairman of the Board of Directors of Casa Marzam, Founder of Doporto Prime Capital and Guacamolito / Golden Stone. More than 20 years of experience leading specialized teams in corporate practice, domestic and international M&A, brand building and corporate strategies in pharmaceutical, agro-industrial and food and beverage sectors Jose l. Guerrero CFO Current CEO of PMCE and Managing Partner of Gueca Capital. More than 15 years of experience as an executive, with previous experience as the CFO of Grupo Aeroportuario del Centro Norte. Mr. Guerrero holds an undergraduate degree in chemical engineering from the Universidad Iberoamericana, and an MBA from the Harvard Business School 33 BITE Management and Strategic Advisors Overview (cont’d)