Smart Dine, LLC 4

Accession 0001104659-24-077841

CIK 0001831270other

View on SEC.gov Company Profile

Filed

Jul 2, 8:00 PM ET

Accepted

Jul 3, 5:24 PM ET

Size

20.6 KB

Accession

0001104659-24-077841

Insider Transaction Report

Form 4

Period: 2024-06-27

Bite Acquisition Corp.BITE

Smart Dine, LLC

10% Owner

Transactions

Other
Common stock, par value $0.0001 per share
2024-06-27+520,000→ 5,450,001 total
Other
Common stock, par value $0.0001 per share
2024-06-27+150,000→ 5,600,001 total
Other
Common stock, par value $0.0001 per share
2024-06-27−3,306,385→ 2,293,616 total
Disposition to Issuer
Common stock, par value $0.0001 per share
2024-06-28−2,293,616→ 0 total
Other
Warrants
2024-06-27+260,000→ 260,000 total
Exercise: $11.50From: 2024-07-28Exp: 2029-06-28→ Common Stock (260,000 underlying)
Other
Warrants
2024-06-27+75,000→ 335,000 total
Exercise: $11.50From: 2024-07-28Exp: 2029-06-28→ Common Stock (75,000 underlying)
Disposition to Issuer
Warrants
2024-06-28−231,000→ 0 total
Exercise: $11.50From: 2024-07-28Exp: 2029-06-28→ Common Stock (231,000 underlying)
Other
Warrants
2024-06-27−104,000→ 231,000 total
Exercise: $11.50From: 2024-07-28Exp: 2029-06-28→ Common Stock (104,000 underlying)

Footnotes (5)

[F1]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").
[F2]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.
[F3]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.
[F4]Disposed in exchange for common shares and warrants of TopCo in connection with the consummation of the Business Combination.
[F5]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.

Documents

1 file

4
tm2418866-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Bite Acquisition Corp.

CIK 0001831270

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001845539

Filing Metadata

Form type: 4
Filed: Jul 2, 8:00 PM ET
Accepted: Jul 3, 5:24 PM ET
Size: 20.6 KB

View on SEC.gov