Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Gonzalez Alberto Ardura
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2. Issuer Name and Ticker or Trading Symbol
Bite Acquisition Corp. [BITE]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Executive Officer /
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(Last)
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(First)
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(Middle)
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720 N. STATE STREET
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CHICAGO
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IL
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60654
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gonzalez Alberto Ardura
720 N. STATE STREET
CHICAGO, IL60654
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X
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Chief Executive Officer
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Signatures
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/s/ Jason T. Simon, Attorney-in-Fact
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2024-07-05
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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In connection with the consummation of the business combination (the "Business Combination") by and among the Issuer, Above Food Ingredients Inc. ("TopCo"), Above Merger Sub, Inc. ("Merger Sub"), and Above Food Corp. ("Above Food"), pursuant to that certain business combination agreement, dated as of April 29, 2023 (as amended on March 12, 2024, the "Business Combination Agreement"), and pursuant to an amended and restated promissory note (the "Note") dated as of June 27, 2024, by and between the Issuer and Smart Dine, LLC (the "Sponsor"), $1,500,000 of the principal balance outstanding under the Note was converted to 1,500,000 units of the Issuer (the "Working Capital Units") at the conversion price of $10.00 per unit, with each unit consisting of one share of Common Stock and one-half of one Warrant. The Working Capital Units were subsequently separated into 150,000 shares of Common Stock and 75,000 Warrants.
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(2)
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The securities are held directly by the Sponsor and indirectly by Alberto Ardura Gonzalez, as the manager of the Sponsor. Alberto Ardura Gonzalez disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(3)
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In connection with the consummation of the Business Combination, the Sponsor transferred an aggregate of 3,306,385 shares of Common Stock and 104,000 Warrants of the Issuer to certain third parties as payment of services.
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(4)
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Disposed in exchange for common shares of TopCo in connection with the consummation of the Business Combination.
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