On May 1, 2023, Above Food Corp. ("Above Food") and Bite Acquisition Corp. (NYSE AMERICAN: BITE) ("Bite"), a US special purpose acquisition company ("SPAC"), announced that they have entered into a definitive business combination agreement, which values Above Food at a pro forma enterprise value of approximately US$319 million (approximately Cdn$430 million).
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, expected for the second half of 2023.
Upon closing of the proposed de-spac transaction, Above Food will become a public company in the United States and Canada, and is expected to be listed on the NYSE under the new ticker symbol "ABVE". This transaction represents one of the few US de-spac transactions involving Canadian issuers.
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.
Gowling WLG is Canadian counsel to Above Food in this transaction with a team co-led by Peter Simeon and Sharagim Habibi, and that includes Andrew Avis and Ashley Andaya (corporate/M&A), Laura Gheorghiu and Paul Carenza (tax), Ian Macdonald (competition) and Alison Gray (litigation).