0001104659-24-077841.txt : 20240703
0001104659-24-077841.hdr.sgml : 20240703
20240703172453
ACCESSION NUMBER: 0001104659-24-077841
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240627
FILED AS OF DATE: 20240703
DATE AS OF CHANGE: 20240703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smart Dine, LLC
CENTRAL INDEX KEY: 0001845539
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40055
FILM NUMBER: 241100977
BUSINESS ADDRESS:
STREET 1: 30 WEST STREET, NO. 28F
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-608-2923
MAIL ADDRESS:
STREET 1: 30 WEST STREET, NO. 28F
CITY: NEW YORK
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bite Acquisition Corp.
CENTRAL INDEX KEY: 0001831270
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 853307316
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 720 N. STATE STREET
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 347-685-5236
MAIL ADDRESS:
STREET 1: 720 N. STATE STREET
CITY: CHICAGO
STATE: IL
ZIP: 60654
4
1
tm2418866-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-06-27
1
0001831270
Bite Acquisition Corp.
BITE
0001845539
Smart Dine, LLC
720 N. STATE STREET
CHICAGO
IL
60654
0
0
1
0
0
Common stock, par value $0.0001 per share
2024-06-27
4
J
0
520000
A
5450001
D
Common stock, par value $0.0001 per share
2024-06-27
4
J
0
150000
A
5600001
D
Common stock, par value $0.0001 per share
2024-06-27
4
J
0
3306385
D
2293616
D
Common stock, par value $0.0001 per share
2024-06-28
4
D
0
2293616
D
0
D
Warrants
11.50
2024-06-27
4
J
0
260000
A
2024-07-28
2029-06-28
Common Stock
260000
260000
D
Warrants
11.50
2024-06-27
4
J
0
75000
A
2024-07-28
2029-06-28
Common Stock
75000
335000
D
Warrants
11.50
2024-06-27
4
J
0
104000
D
2024-07-28
2029-06-28
Common Stock
104000
231000
D
Warrants
11.50
2024-06-28
4
D
0
231000
D
2024-07-28
2029-06-28
Common Stock
231000
0
D
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"), 520,000 private units held by the Reporting Person were separated into 520,000 shares of common stock, par value $0.0001, of the Issuer (the "Common Stock") and 260,000 warrants, with each whole warrant exercisable for one share of common stock of the Issuer (the "Warrants").
In connection with the consummation of the Business Combination and pursuant to an amended and restated promissory note dated as of June 27, 2024, by and between the Issuer and the Reporting Person (the "Note"), $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.
In connection with the consummation of the Business Combination, the Reporting Person 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.
Disposed in exchange for common shares and warrants of TopCo in connection with the consummation of the Business Combination.
The securities are held directly by the Reporting Person and indirectly by Alberto Ardura Gonzalez, as the manager of the Reporting Person. Alberto Ardura Gonzalez disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Jason T. Simon, Attorney-in-Fact
2024-07-03