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Above Food Corp to Enter NYSE Through SPAC Deal

Above Food Corp, an innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients and consumer products, and Bite , a special purpose acquisition company, 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 chain 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.

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.


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