425: Above Food Announces SEC Effectiveness of Form F-4 for Business Combination with Bite Acquisition Corp.

Above Food and Bite Acquisition Corp. announce the SEC's declaration of effectiveness for their Form F-4 Registration Statement, paving the way for their proposed business combination.

Summary

• Above Food Corp. and Bite Acquisition Corp. announced that the SEC declared effective the Registration Statement on Form F-4 on April 8, 2024.
• The Registration Statement contains a proxy statement of Bite and a prospectus of Above Food regarding their previously announced business combination.
• Upon closing, New Above Food is expected to be listed on the New York Stock Exchange under the ticker symbol ABVE.
• Above Food will call a Special Meeting of its shareholders to vote on the approval and adoption of the Business Combination.
• The Bite Extraordinary Shareholder Meeting is expected to take place on April 29, 2024.
• The Business Combination is expected to close shortly after shareholder approval, subject to customary closing conditions.
• Above Food highlights its vertically integrated supply chain, serving ~260 customers globally and consumer products to ~35,000 retail points of distribution.
• EarlyBirdCapital, Inc. is acting as financial advisor and capital markets advisor to Bite.
• Roth Capital Partners, LLC will act as lead placement agent, and ATB Capital Markets USA Inc., EarlyBirdCapital, Inc. and Centurion One Capital Corp. will act as placement agents, in connection with a PIPE.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the progress made in the business combination and the anticipation of becoming a publicly listed company. The management's comments are optimistic, and the company highlights its strengths and market opportunities.

Positives

• The SEC's declaration of effectiveness for the Form F-4 is a significant step towards the completion of the business combination.
• Listing on the NYSE will provide Above Food with increased visibility and access to capital markets.
• Above Food's vertically integrated supply chain and established distribution network are key strengths.
• The company is operating in a high-growth plant-based market.

Risks

• The business combination is subject to shareholder approval and customary closing conditions.
• The forward-looking statements are subject to various risks and uncertainties, including changes in market conditions, regulatory approvals, and the ability to realize the anticipated benefits of the business combination.
• The company faces competition in the plant-based market.
• 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.

Future Outlook

The Business Combination is expected to close shortly after shareholder approval at the Special Meeting, subject to the satisfaction of other customary closing conditions. New Above Food will become a public company and is expected to be listed on the New York Stock Exchange under the ticker symbol ABVE.

Management Comments

• Lionel Kambeitz, Chief Executive Officer at Above Food, said: 'We are thrilled to have reached this milestone, and to see the progress Above Food has made towards the consummation of the Business Combination, and are working on the next steps, in order to finalize the go-public process. We encourage our fellow Above Food shareholders to support the Business Combination.'

Industry Context

The announcement reflects the ongoing trend of food companies leveraging SPAC mergers to access public markets, particularly in the high-growth plant-based sector. The focus on a vertically integrated supply chain aligns with the industry's increasing emphasis on traceability and sustainability.

Stakeholder Impact

• Shareholders of Above Food and Bite will have the opportunity to vote on the proposed business combination.
• Employees of Above Food may experience changes as a result of the merger.
• Customers and suppliers of Above Food can expect continued operations and potential growth opportunities.
• The combined company will have access to increased capital and resources, potentially benefiting creditors.

Next Steps

• Above Food will call a Special Meeting of its shareholders to vote on the approval and adoption of the Business Combination.
• The definitive proxy statement will be mailed to holders of Bites common stock.
• The Bite Extraordinary Shareholder Meeting is expected to take place on April 29, 2024.
• The Business Combination is expected to close shortly after shareholder approval, subject to the satisfaction of other customary closing conditions.

Key Dates