Above Food and Bite Acquisition (BITE) Complete Merger

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 the completion of their previously announced business combination (the “Business Combination”). The Business Combination was approved at a special meeting of Above Food shareholders on June 7, 2024 and a special meeting of Bite’s stockholders on April 29, 2024, and it closed on June 28, 2024.

The common shares and warrants of the combined company, Above Food Ingredients Inc. (“New Above Food”), are expected to begin trading on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbols “ABVE” and “ABVE.W”, respectively, on July 1, 2024.

“The completion of our business combination marks a major step forward in our vision to drive transformative change across the entire food value chain,” stated Lionel Kambeitz, Founder, Chief Executive Officer, and Executive Chairman of Above Food Ingredients Inc., “Our unique seed-to-fork platform brings together regenerative agriculture, value-added ingredients manufacturing, and consumer products into one differentiated solution to tackle the host of growing challenges that are pressuring food security globally.”

Mr. Kambeitz continued, “By completing this transaction, Above Food has strengthened its position in the industry with the buildout of our integrated facilities and infrastructure. With ample capacity across our existing assets to more than double our revenue, we are ready to capitalize on the tremendous market opportunity that is being supported by powerful secular trends around plant-based foods, supply chain traceability, and sustainable practices. We are excited to enter this next phase of growth as a publicly traded company, and believe we are well-positioned to leverage our vertically integrated model to drive attractive margins and generate shareholder value.”

Alberto Ardura, former Chairman and Chief Executive Officer of Bite, added, “We are pleased to have played a role in bringing this industry-leading, differentiated food company to the public markets where it can continue to execute its compelling growth strategy and create significant value for all of its stakeholders. We look forward to continuing to work alongside the Above Food team to help them achieve their growth objectives and deliver the substantial margin expansion we believe is inherent in this business to drive sustainable free cash flow.”

Company 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 customers and a footprint of over 35,000 retail points of distribution.
• Owned production and efficient processing facilities, capable of producing US$650 million of revenues (more than twice the revenue 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), 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 team with extensive experience across the food production ecosystem and a strong commitment to Environmental, Social, and Governance (ESG) practices and standards.

Management and Governance

New Above Food will continue to be led by Chief Executive Officer Lionel Kambeitz alongside the rest of the current Above Food management team. New Above Food’s Board of Directors is comprised of seven directors: Lionel Kambeitz, Jason Zhao, Felipe Gómez, Garth Fredrickson, Alberto Ardura González, Chief Reginald Bellerose, and Agustin Tristan Aldave.

Advisors

EarlyBirdCapital, Inc. is acting as financial advisor and capital markets advisor to Bite. Centurion One Capital is acting as financial advisor and capital markets advisor to Above Food. Latham & Watkins LLP and Gowling WLG (Canada) LLP are acting as legal counsel to Above Food. Greenberg Traurig LLP is acting as legal counsel to Bite.

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