Bite Acquisition amends business combination with Above Food, removes sponsor earnout vesting

Bite Acquisition Corp.

Removed vesting conditions on 1,100,000 TopCo shares issued to Sponsor at closing; eliminated Sponsor Earnout Shares.
Earnout EBITDA measurement shifted: FY ending Jan 31, 2025 ($21.2M target) and FY ending Jan 31, 2026 ($32.9M target).
Earnout share targets: First Tranche at $12.50/share or $21.2M EBITDA; Second Tranche at $15.00/share or $32.9M EBITDA.
Maximum aggregate earnout shares capped at 6,114,620 TopCo Common Shares.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bite Acquisition Corp. amended Business Combination Agreement with Above Food Corp. (effective 2024-03-12).

Action: amendment
Agreement: asset purchase
Counterparty: Above Food Corp.
Effective: 2024-03-12

Exact text from the filing

On March 12, 2024, Bite, Above Food, TopCo and Merger Sub entered into an amendment to the Business Combination Agreement ("Amendment No. 1")

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Source: SEC EDGAR

accession 0001104659-24-033912

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