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 March 31, 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 June 8, 2021, there were 25,640,000 shares of common stock, par value $0.0001 per share, issued and outstanding.


TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

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

	Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	F-4

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021	F-5

	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2021	F-6

	Notes to Unaudited Condensed Financial Statements	F-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


	March 31, 2021		December 31, 2020
	Unaudited		Audited
Assets
Current assets:
Cash	$	243,627	$	32,956
Prepaid expenses		677,788		—
Deferred offering costs		—		176,703
Total current assets		921,415		209,659
Cash and securities held in Trust Account		200,001,334		—
Total Assets	$	200,922,749	$	209,659

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	126,511	$	—
Accrued offering costs		—		120,461
Due to related party		17,857		—
Promissory note - related party		—		65,000
Private warrant liability		261,250		—
Total current liabilities		405,618		185,461

Commitments

Common stock subject to possible redemption, 19,551,712 shares at March 31, 2021 redemption value		195,517,120		—

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; 6,088,288 and 5,031,250 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (excluding 19,551,712 and zero shares subject to possible redemption, respectively) ⁽¹⁾		609		503
Additional paid-in capital		5,140,302		24,497
Accumulated deficit		(140,903)		(802)
Total Stockholders' equity		5,000,011		24,198
Total Liabilities and Stockholders’ Equity	$	200,922,749	$	209,659


Operating expenses:
General and administrative costs	$	135,935
Loss from operations		(135,935)

Other income/(expenses)
Investment income from Trust		1,334
Change in fair value of private warrants		(5,500)
Total other Loss		(4,166)

Net loss	$	(140,101)

Basic and diluted weighted average Common Stock subject to redemption		9,131,123
Basic and diluted net income per Common Stock		—

Basic and diluted weighted average Common Stock		4,885,321
Basic and diluted net loss per Common Stock		(0.03)


				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 20,000,000 Units through public offering, including over-allotment	20,000,000		2,000		199,998,000		—		200,000,000

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		—		—

Underwriters’ discount					(4,000,000)		—		(4,000,000)

Issuance of representative shares	90,000		9		513		—		522

Other offering expenses	—		—		(611,738)		—		(611,738)

Common stock subject to possible redemption	(19,551,712)		(1,955)		(195,515,165)		—		(195,517,120)

Net loss	—		—		—		140,101		140,101

Balance as of March 31, 2021	6,088,288	$	609	$	5,140,305	$	(140,903)	$	5,000,011


Cash Flows from Operating Activities:
Net loss	$	(140,101)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investment held in Trust Account		(1,334)
Change in fair value of warrants		5,500
Changes in current assets and current liabilities:
Prepaid assets		(677,788)
Due to related party		17,857
Accounts payable and accrued expenses		6,050
Net cash used in operating activities		(789,816)

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
Proceeds from issuance of promissory note to related party		17,500
Repayment of promissory note to related party		(82,500)
Payments of offering costs		(434,513)
Net cash provided by financing activities		201,000,487

Net Change in Cash		210,671
Cash - Beginning of the period		32,956
Cash - end of the period	$	243,627

Supplemental Disclosure of Non-cash Financing Activities:
Initial value of common stock subject to possible redemption	$	195,666,930
Change in value of common stock subject to possible redemption	$	(149,810)
Initial fair value of liability associated with Private Warrants	$	255,750


	For the three
	months ended
	March 31,
	2021
Common stock subject to possible redemption
Numerator: Net income allocable to common stock subject to possible redemption
Amortized Interest income on marketable securities held in trust	$	1,264
Less: interest available to be withdrawn for payment of taxes		(1,264)
Net income allocable to common stock subject to possible redemption	$	—
Denominator: Weighted Average Redeemable common stock
Redeemable Common Stock, Basic and Diluted		9,131,123
Basic and Diluted net income per share, Redeemable Common Stock	$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Income	$	(140,101)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(140,101)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock		4,885,321
Basic and diluted net loss per share, common stock	$	(0.03)


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Investments held in Trust Account	$	200,001,334		—		—


Private warrant liabilities at February 17, 2021, as adjusted	$	255,750
Change in fair value of private warrant liabilities		5,500
Private warrant liabilities at March 31, 2021	$	261,250


	March 31, 2021			February 17, 2021
Exercise price	$	11.50		$	11.50
Share price	$	9.40		$	9.55
Volatility		16.0	%		16.0	%
Expected life of the options to convert		6.0			6.0
Risk-free rate		1.16	%		0.76	%
Dividend yield		—	%		—	%


	BITE ACQUISITION CORP.

Date: June 8, 2021	By:	/s/ Alberto Ardura Gonzalez
	Name:	Alberto Ardura Gonzalez
	Title:	Chief Executive Officer


Date: June 8, 2021	By:	/s/ Axel Molet Warschawski
	Name:	Axel Molet Warschawski
	Title:	Chief Financial Officer


Exhibit No.	Description
1.1	Underwriting Agreement, dated February 11, 2021, between the Company and EarlyBirdCapital, Inc.⁽¹⁾
1.2	Business Combination Marketing Agreement, dated February 11, 2021, between the Company and EarlyBirdCapital, Inc.⁽¹⁾
3.1	Amended and Restated Certificate of Incorporation of the Company⁽¹⁾
3.2	Bylaws⁽²⁾
4.1	Warrant Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company⁽¹⁾
10.1	Letter Agreement, dated February 11, 2021, among the Company, Smart Dine, LLC and each of the officers, directors and initial stockholders of the Company⁽¹⁾
10.2	Investment Management Trust Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company⁽¹⁾
10.3	Registration Rights Agreement, dated February 11, 2021, among the Company, Smart Dine, LLC and certain securityholders⁽¹⁾
10.4	Stock Escrow Agreement, dated February 11, 2021, among the Company, Continental Stock Transfer & Trust Company and certain securityholders⁽¹⁾
10.5	Administrative Services Agreement, dated February 11, 2021, between the Company and Smart Dine, LLC⁽¹⁾
10.6	Subscription Agreement for Private Units, dated February 11, 2021, between the Company and Smart Dine, LLC⁽¹⁾
10.7	Subscription Agreement for Private Units, dated February 11, 2021, between the Company and EarlyBird Capital, Inc.⁽¹⁾
10.8	Promissory Note, dated October 29, 2020, issued to Smart Dine, LLC.⁽²⁾
10.9	Amended and Restated Promissory Note, dated January 20, 2021, issued to Smart Dine, LLC.⁽²⁾
10.10	Subscription Agreement for Founder Shares, dated October 30, 2020, between the Registrant and Smart Dine, LLC.⁽²⁾
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

March 31,

Description

Level 3

Liabilities:

Warrant liabilities

SEC Form 10-Q filed by Bite Acquisition Corp.