UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40055

BITE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		85-3307316
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

30 West Street, No. 28F
New York, New York		10004
(Address of principal executive offices)		(Zip Code)

(212) 608-2923

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, par value $0.0001 per share and one-half of one warrant	BITE.U	The New York Stock Exchange
Common stock, par value $0.0001 per share	BITE	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	BITE.WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 1, 2021, there were 25,640,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

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BITE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021


TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	F-3

	Unaudited Condensed Statement of Operations for the three and nine months ended September 30, 2021	F-4

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021	F-5

	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2021	F-6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

F-2

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BITE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2021		December 31, 2020
	Unaudited		Audited
Assets
Current assets:
Cash	$	126,382	$	32,956
Prepaid expenses		499,801		—
Deferred offering costs		—		176,703
Total current assets		626,183		209,659
Investment held in Trust Account		200,007,342		—
Total Assets	$	200,633,525	$	209,659

Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	126,510	$	—
Accrued offering costs		—		120,461
Due to related party		77,857		—
Promissory note - related party		—		65,000
Total current liabilities		204,367		185,461

Private warrant liability		160,050		—
Total long-term liabilities		160,050		—

Commitments

Common stock subject to possible redemption, 20,000,000 shares at September 30, 2021 redemption value		200,000,000		—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,640,000 and 5,031,250 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (excluding 20,000,000 and zero shares subject to possible redemption, respectively) ⁽¹⁾		564		503
Additional paid-in capital		5,269,208		24,497
Accumulated deficit		(5,000,664)		(802)
Total Stockholders’ equity		269,108		24,198
Total Liabilities and Stockholders’ Equity	$	200,633,525	$	209,659

(1)

Includes up to 656,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On February 25, 2021, the underwriters partially exercised its over-allotment option, hence, 31,250 shares were forfeited, and the 625,000 shares of common stock are no longer subject to forfeiture since then.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

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BITE ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


	Three Months		Nine months
	Ended		Ended

	September 30, 2021
Operating expenses:
General and administrative costs	$	178,741	$	491,166
Loss from operations		(178,741)		(491,166)

Other income/(expenses)
Investment income from Trust		3,021		7,342
Change in fair value of private warrants		35,200		95,700
Total other income		38,221		103,042

Net loss	$	(140,520)	$	(388,124)

Basic and diluted weighted average Common Stock subject to redemption		20,000,000		16,470,588
Basic and diluted net income per Common Stock	$	(0.01)	$	(0.02)

Basic and diluted weighted average Common Stock		5,640,000		3,955,331
Basic and diluted net loss per Common Stock	$	(0.01)	$	(0.02)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

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BITE ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance as of December 31, 2020	5,031,250	$	503	$	24,497	$	(802)	$	24,198

Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability	550,000		55		5,244,195		—		5,244,250

Shares forfeited due to partial exercise of over-allotment	(31,250)		(3)		3		—		—

Issuance of representative shares	90,000		9		513		—		522

Accretion to shares subject to possible redemption	—		—		—		(4,611,738)		(4,611,738)

Net loss	—		—		—		(140,101)		(140,101)

Balance as of March 31, 2021	5,640,000	$	564	$	5,269,208	$	(4,752,641)	$	517,131

Net loss	—		—		—		(107,503)		(107,503)

Balance as of June 30, 2021	5,640,000	$	564	$	5,269,208	$	(4,860,144)	$	409,628

Net loss	—		—		—		(140,520)		(140,520)

Balance as of September 30, 2021	5,640,000	$	564	$	5,269,208	$	(5,000,664)	$	269,108

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BITE ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


Cash Flows from Operating Activities:
Net loss	$	(388,124)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investment held in Trust Account		(7,342)
Change in fair value of warrants		(95,700)
Changes in current assets and current liabilities:
Prepaid assets		(499,801)
Due to related party		77,857
Accounts payable and accrued expenses		6,049
Net cash used in operating activities		(907,061)

Cash Flows from Investing Activities:
Investment held in Trust Account		(200,000,000)
Net cash used in investing activities		(200,000,000)

Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts paid		196,000,000
Proceeds from private placement		5,500,000
Repayment of promissory note to related party		(65,000)
Payments of offering costs		(434,513)
Net cash provided by financing activities		201,000,487

Net Change in Cash		93,426
Cash - Beginning of the period		32,956
Cash - end of the period	$	126,382

Supplemental Disclosure of Non-cash Financing Activities:
Initial value of common stock subject to possible redemption	$	170,666,930
Change in value of common stock subject to possible redemption	$	29,333,070
Initial fair value of liability associated with Private Warrants	$	255,750
Accretion to shares subject to possible redemption	$	4,611,738

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-6

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BITE ACQUISITION CORP.

Notes to Unaudited Condensed Financial Statements

Note 1 - Organization, Business Operations and Going Concern

Bite Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on September 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the business combination.

The Company has selected December 31 as its fiscal year end.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from September 29, 2020 (inception) through September 30, 2021 relates to the Company's formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsor is Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 2.

Simultaneously with the closing of the IPO the Company consummated the private placement (the “Private Placement”) of an aggregate of 500,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, Inc., generating total gross proceeds of $5,000,000.

Transaction costs of the IPO amounted to $4,611,738 consisting of $3,500,000 of underwriting discount and $611,738 of other cash offering costs. In addition, on February 17, 2021, $1,159,210 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes.

On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees.

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Trust Account

Following the closing of the IPO, on February 17, 2021, $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was held in a Trust Account (“Trust Account”), and may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000. Upon closing of the IPO, the Private Placement, and the sale of the Units, in connection with the underwriters’ partial exercise of their over-allotment, a total of $200,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of the completion of the Company’s initial business combination or the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders.

Initial Business Combination

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

The Company will have 24 months from the closing of the IPO to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will cease all operations except for the purpose of winding up, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.

The Sponsor, initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any private shares and any public shares held by them in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, any private shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period.

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The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that its Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

As of September 30, 2021, the Company had $126,382 in its operating bank account, and working capital of $421,816.

Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for common stock with respect to the founder shares, and the loan under an unsecured promissory note from the Sponsor of $82,500. The Company fully paid the outstanding amounts under the promissory note to the Sponsor on February 22, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. On September 1, 2021, the Sponsor agreed to provide all necessary financial support through Working Capital Loans, equity financing, or a combination thereof, to enable the Company to meet its financial obligations as they become due through twelve months from the date the financial statements are issued. The agreement with the Sponsor will be available to the Company until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. Each loan would be payable upon the consummation of a business combination, without interest, convertible into units of the Company at a price of $10.00 per unit. If the Company does not complete a business combination, the Working Capital Loans will be forgiven.

Additionally, the Company has engaged EarlyBirdCapital as an advisor in connection with its business combination to assist it in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the initial business combination, assist it in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination (see Note 6).

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity

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and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Note 2— Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, analysis determined that the Company should restate its previously reported financial statements. The Company previously determined that the redeemable common shares subject to possible redemption would be equal to the redemption value of $10.00 per share while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. This approach had been common practice among Special Purpose Acquisition Companies (“SPACs”). On September 14, 2021, the SEC concluded that this historical presentation was incorrect and that according to ASC 480-10-S99, SPACs will need to classify all of their redeemable shares as temporary equity, regardless of such redemption limitation. The SEC further stated that SPACs should restate previously issued financial statements for the reclassification of redeemable shares from permanent to temporary equity. The Company determined that its Founder Shares, Representative Shares and the Private Placement are non-redeemable, therefore a reclassification adjustment to temporary equity of the remaining redeemable shares currently in permanent equity would be required along with a recalculation of EPS allocating losses to both redeemable and nonredeemable shares. The reclassification results in an adjustment to the initial carrying value of the common shares subject to possible redemption with the offset recorded to common shares and additional paid-in capital (limited to the amount remaining for non-redeemable common shares).

Such prior accounting did not have any effect on the Company’s previously reported investments held in trust or cash. This reclassification does not result in change to the Company’s total assets, liabilities, operating results or cash flows.

The impact of the revision on the Company’s financial statements is reflected in the following table:

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	Previously
	Reported		Adjustment		As revised
Balance sheet as of March 31, 2021 (unaudited)
Common shares subject to redemption	$	195,517,120	$	4,482,880	$	200,000,000

Common shares	$	609	$	(45)	$	564
Additional paid-in capital		5,140,305		128,903		5,269,208
Accumulated deficit		(140,903)		(4,611,738)		(4,752,641)
Total stockholders’ equity (deficiency)	$	5,000,011	$	(4,482,880)	$	517,131

Statement of operations for the three months ended March 31, 2021
Weighted average common shares subject to possible redemption		9,131,123		82,360		9,213,483
Basic and diluted net loss per share subject to possible redemption	$	—	$	(0.01)	$	(0.01)

Weighted average non-redeemable common shares outstanding		4,885,321		(18,973)		4,866,348
Basic and diluted net loss per non-redeemable common share	$	(0.03)	$	0.01	$	(0.01)


Balance sheet as of June 30, 2021 (unaudited)
Common shares subject to redemption	$	195,409,626	$	4,590,374	$	200,000,000

Common shares	$	610	$	(46)	$	564
Additional paid-in capital		5,247,798		21,410		5,269,208
Accumulated deficit		(248,406)		(4,611,738)		(4,860,144)
Total stockholders’ equity (deficiency)	$	5,000,002	$	(4,590,374)

SEC Form 10-Q filed by Bite Acquisition Corp.