Bite Acquisition Corp.
30 West Street, No. 28F
PROXY STATEMENT
The special meeting in lieu of the 2022 annual
meeting (the “special meeting”) of stockholders of Bite Acquisition Corp. (“Bite,” “Company,” “Corporation.”
“we,” “us” or “our”), a Delaware corporation, will be held on [●], 2022 at 11:00 a.m, local
time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, to consider and
vote upon the following proposals:
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a proposal to amend the Company’s amended and
restated certificate of incorporation, which we refer to as the “charter,” in the form set forth in Annex A to the accompanying
proxy statement, which we refer to as the “Extension Charter Amendment” and such proposal the “Extension Charter
Amendment Proposal,” to extend the date by which the Company has to consummate an initial business combination from February 17,
2023 (the “Termination Date”) to August 17, 2023, by electing to extend the date to consummate an initial business
combination (the “Business Combination”) on a monthly basis for up to six times by an additional one month each time
after the Termination Date, until August 17, 2023 or a total of up to six months after the Termination Date, or such earlier
date as determined by our board of directors (the “Board”), unless the closing of the Company’s initial business
combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended Date,”
provided that Smart Dine, LLC (the “sponsor”) (or its affiliates or permitted designees) will deposit into the a trust
account established for the benefit of the Company’s public stockholders (the “Trust Account”) $[ ]
for each such one-month extension until August 17, 2023 unless the closing of the Company’s initial business combination
shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable
upon consummation of a business combination; |
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a proposal to adopt an amendment to our charter,
in the form set forth in Annex B to the accompanying proxy statement, which we refer to as the “Termination Charter Amendment”
(together with the Extension Charter Amendment, the “Charter Amendments”) and such proposal the “Termination Charter
Amendment Proposal” (together with the Extension Charter Amendment Proposal, the “Charter Amendment Proposals”),
to (i) change the date by which we must consummate our initial business combination from the Termination Date to the time and
date immediately following the filing of such amendment with the Secretary of State of the State of Delaware, or the Accelerated
Termination Date, (ii) remove the Conversion Limitation (as defined in the amended and restated certificate of incorporation)
to allow us to redeem public shares (as defined below) notwithstanding the fact that such redemption would result in the Company
having net tangible assets of less than $5,000,001, and (iii) allow us to remove up to $100,000 of interest earned on the amount
on deposit in the Trust Account prior to redeeming the public shares in connection with the special meeting in order to pay dissolution
expenses; |
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a proposal to amend our investment management trust agreement, dated February 11, 2021, with Continental Stock Transfer &
Trust Company, as trustee, or the Trust Agreement, pursuant to an amendment in the form attached hereto as Annex C, to change the
date on which the trustee must commence liquidation of the trust account established in connection with our initial public offering
to the time and date immediately following the Accelerated Termination Date (the “Trust Amendment Proposal”); |
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a proposal to re-elect (the “Director Proposal”)
one director to the Board, with such director to serve until the second annual meeting of stockholders following this special meeting
or until his successor is elected and qualified; |
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a proposal to ratify the selection by our Audit Committee of Marcum LLP to serve as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2022 (the “Auditor Proposal”); and |
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a proposal to direct (the “Adjournment Proposal”)
the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve
the foregoing proposals. |
The Charter Amendments are essential to the overall
implementation of the Board’s plan to extend or accelerate the date that Bite has to complete a business combination. The purpose
of the Extension Charter Amendment is to allow Bite more time to complete an initial business combination. In the event that Bite enters
into a definitive agreement for a business combination prior to the special meeting, Bite will issue a press release and file a Form 8-K
with the Securities and Exchange Commission announcing the proposed business combination. The purpose of the Termination Charter Amendment
Proposal and the Trust Amendment Proposal is to, among other things, change the date by which we must consummate our initial business
combination from the Termination Date to the Accelerated Termination Date.
If both the Extension Charter Amendment and the
Termination Charter Amendment are approved at the special meeting, our Board will have the discretion to implement either the Extension
Charter Amendment or the Termination Charter Amendment (or neither). Specifically, the approval of the Charter Amendments will give our
Board discretion to either:
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the date by which the Company has to consummate a business combination for up to an additional
six months, from February 17, 2023 to up to August 17, 2023, or such earlier date
as determined by the Board, provided that the sponsor (or its affiliates or permitted designees)
will deposit into the Trust Account $[ ] for each such one-month extension until August 17,
2023 as provided in the Extension Charter Amendment Proposal; or |
| ● | (i) change
the date by which we must consummate our initial business combination from February 17,
2023 to the time and date immediately following the filing of such amendment with the Secretary
of State of the State of Delaware, or the Accelerated Termination Date, (ii) remove
the Conversion Limitation (as defined in the amended and restated certificate of incorporation)
to allow us to redeem public shares (as defined below) notwithstanding the fact that such
redemption would result in the Company having net tangible assets of less than $5,000,001,
and (iii) allow us to remove up to $100,000 of interest earned on the amount on deposit
in the Trust Account prior to redeeming the public shares in connection with the special
meeting in order to pay dissolution expenses, as provided in the Termination Charter Amendment
Proposal, and to abandon and not implement the other Charter Amendment at any time without
any further action by our stockholders. Providing our Board with the discretion to implement
one of the two Charter Amendments proposed herein, as opposed to the approval of a specific
Charter Amendment, will provide our Board with maximum flexibility to react to current market
conditions and to therefore maximize our chances of achieving the purposes of the Charter
Amendments, and to act in the best interests of our Company and stockholders. |
We currently expect that we would implement the
Extension Charter Amendment only if we have entered into a letter of intent or definitive agreement for an initial business combination
by the date of the special meeting, and that we would otherwise implement the Termination Charter Amendment, although the Board would
have the discretion to implement the Extension Charter Amendment even if we have not entered into a letter of intent or definitive agreement
by that date.
The affirmative vote of at least a majority of
the outstanding shares of our common stock is required to approve the Charter Amendment Proposals and the Trust Amendment Proposal, a
plurality of the shares of common stock voted at the meeting is required for the re-election of the director in the Director Proposal
and the affirmative vote of at least a majority of the shares of common stock voted at the meeting is required to approve the Auditor
Proposal and the Adjournment Proposal.
Holders (“public stockholders”) of
shares of Bite’s common stock (“public shares”) sold in Bite’s initial public offering (“IPO”) may
elect to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Charter
Amendments (the “Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST”
the Charter Amendment Proposals and an Election can also be made by public stockholders who do not vote, or do not instruct their broker
or bank how to vote, at the special meeting. Public stockholders may make an Election regardless of whether such public stockholders
were holders as of the record date. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST”
the Charter Amendment Proposals, or do not vote, or do not instruct their broker or bank how to vote, at the special meeting, if the
Extension Charter Amendment Proposal is approved by the requisite vote of stockholders and is implemented, the remaining public stockholders
will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon
consummation of the business combination when it is submitted to the stockholders.
The withdrawal of funds from the trust account
in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in
the trust account may be significantly reduced from the approximately $200.56 million that was in the trust account as of June 30,
2022. In such event, Bite may need to obtain additional funds to complete a business combination and there can be no assurance that such
funds will be available on terms acceptable to the parties or at all.
If (1) the Extension Charter Amendment Proposal
is not approved and we do not consummate a business combination by February 17, 2023, as contemplated by our IPO prospectus and
in accordance with our charter, (2) the Termination Charter Amendment Proposal is approved and we file such amendment to our charter,
and the Trust Amendment Proposal is approved and we enter into such amendment to our Trust Agreement or (3) the Extension Charter
Amendment Proposal is approved and we do not file such amendment to our charter, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding
Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in the case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law.
Prior to the IPO, Bite’s initial stockholders
waived their rights to participate in any liquidation distribution with respect to their shares of common stock, par value $0.0001 per
share, which were acquired by them prior to the IPO (the “founder shares”). As a consequence of such waivers, a liquidating
distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to
Bite’s warrants, which will expire worthless in the event we wind up.
To protect amounts held in the trust account,
our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share
by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us, but we cannot assure you that it will be able to satisfy its indemnification obligations if it is required
to do so. Additionally, the agreement entered into by our sponsor specifically provides for two exceptions to the indemnity it has given:
it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an
agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account,
or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations
and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification
obligations. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.00 due to claims
or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests,
an aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account net of
interest that may be used by us to pay our franchise and income taxes payable.
Under the Delaware General Corporation Law (the
“DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period
may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280
of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because we will not be complying with
Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time
that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the
subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited
to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers,
investment bankers, etc.) or prospective target businesses.
Approval of the Charter Amendment Proposals will
constitute consent for Bite to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal Amount”)
equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares and (ii) deliver
to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall
remain in the trust account and be available for use by Bite to complete a business combination on or before the Extended Date, if the
Extension Charter Amendment Proposal is approved and implemented. Holders of public shares who do not redeem their public shares now,
will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Charter
Amendment Proposal is approved and implemented.
If the Extension Charter Amendment Proposal is
approved and implemented, our sponsor or its affiliates or designees has agreed to loan to us $[ ] for each such one-month extension
up to a maximum of $[ ] for a total of six one month extensions until August 17, 2023, unless the Closing of the Company’s
initial business combination shall have occurred (the “Extension Loan”), which amount will be deposited into the Trust Account.
The Extension Loan is conditioned upon the implementation of the Extension Charter Amendment Proposal. The Extension Loan will not occur
if the Extension Charter Amendment Proposal is not approved, or the Extension is not completed. The Extension Loan will not bear interest
and will be repayable upon consummation of a Business Combination. If the sponsor or its affiliates or designees advises us that it does
not intend to make the Extension Loan, then the Extension Charter Amendment Proposal will not be put before the stockholders at the special
meeting and we will dissolve and liquidate in accordance with our charter.
If the Termination Charter Amendment Proposal
is approved and implemented, we intend to file an amendment to our certificate of incorporation with the Secretary of State of the State
of Delaware as soon as practicable after the special meeting adjourns, at which time the amendment will become effective. Thereafter,
because we do not anticipate being able to complete an initial business combination by the Accelerated Termination Date, we will be obligated
to complete the redemption of all the remaining issued and outstanding public shares that were not redeemed in the voluntary redemption
as promptly as reasonably possible, but not more than ten business days after the Accelerated Termination Date, at a per-share price,
payable in cash. As of the Accelerated Termination Date, all remaining issued and outstanding public shares (after taking into account
the voluntary redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption
amount will be payable to the holders of these remaining public shares upon presentation of their respective share certificates or other
delivery of their shares to the transfer agent. Beneficial owners of such public shares held in “street name,” however, will
not need to take any action in order to receive the redemption amount. Upon the completion of the mandatory redemption, the public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any) will be extinguished.
Notwithstanding stockholder approval of the Charter
Amendment Proposals, our Board will retain the right to abandon and not implement the Charter Amendments at any time without any further
action by our stockholders. We reserve the right at any time to cancel the special meeting and not to submit to our stockholders the
Charter Amendment Proposals and implement the Charter Amendments. In the event the special meeting is cancelled, we will dissolve and
liquidate in accordance with our charter.
The record date for the special meeting is [ ],
2022. Record holders of Bite common stock at the close of business on the record date are entitled to vote or have their votes cast at
the special meeting. On the record date, there were 25,640,000 outstanding shares of Bite common stock. Bite’s warrants do not
have voting rights.
This proxy statement contains important information
about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is dated November [●],
2022 and is first being mailed to stockholders on or about that date.
TABLE OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries
of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire
document, including the annexes to this proxy statement.
Q.
Why am I receiving this proxy statement? |
A. This
proxy statement and the accompanying materials are being sent to you in connection with the solicitation of
proxies by the Board, for use at the special meeting in lieu of the 2022 annual meeting of stockholders to
be held on [●], December [●], 2022 at 11:00 a.m., local time, at the offices of Greenberg
Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, or at any adjournments
or postponements thereof. This proxy statement summarizes the information that you need to make an informed
decision on the proposals to be considered at the special meeting.
Bite is a blank check company formed for the purpose
of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities. In February 2021, Bite consummated its IPO from which it derived gross
proceeds of approximately $200 million, including proceeds from the partial exercise of the underwriters’ over-allotment option.
Like most blank check companies, our charter provides for the return of the IPO proceeds held in trust to the holders of shares of
common stock sold in the IPO if no qualifying business combinations are consummated on or before a certain date (in our case, February 17,
2023). The Board believes that it is in the best interests of the stockholders to continue Bite’s existence until the Extended
Date in order to allow Bite more time to complete such business combination, or commence liquidation of the Trust Account on or about
the Accelerated Termination Date, and is submitting these proposals to the stockholders to vote upon. In addition, we are proposing
the re-election of one director to the Board and the ratification of the selection by our Audit Committee of Marcum LLP (‘‘Marcum”)
to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
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What is included in these materials? |
These materials include:
● This
proxy statement for the special meeting;
● The
Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2022.
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Q.
What is being voted on? |
A. You
are being asked to vote on:
● a
proposal to amend Bite’s charter to extend the date by which Bite has to consummate a business combination to the Extended
Date, provided that the sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $[ ] for each such
one-month extension until the Extended Date, unless the closing of the Company’s initial business combination shall have occurred,
and permit holders of public shares to redeem their shares for their pro rata portion of the trust account;
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proposal to amend Bite’s charter to (i) change the date by which we must consummate our initial business combination from
the Termination Date to the time and date immediately following the filing of such amendment with the Secretary of State of the State
of Delaware, or the Accelerated Termination Date, (ii) remove the Conversion Limitation (as defined in the amended and restated
certificate of incorporation) to allow us to redeem public shares notwithstanding the fact that such redemption would result in the
Company having net tangible assets of less than $5,000,001, and (iii) allow us to remove up to $100,000 of interest earned on
the amount on deposit in the Trust Account prior to redeeming the public shares in connection with the special meeting in order to
pay dissolution expenses;
● a
proposal to amend our investment management trust agreement, dated February 11, 2021, with Continental Stock Transfer &
Trust Company, as trustee, or the Trust Agreement, to change the date on which the trustee must commence liquidation of the trust
account established in connection with our initial public offering to the time and date immediately following the Accelerated Termination
Date;
● a
proposal to re-elect one director to the Board, with such director to serve until the second annual meeting of stockholders following
this special meeting or until his successor is elected and qualified;
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proposal to ratify the selection by our Audit Committee of Marcum LLP to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022; and
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proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not
sufficient votes to approve the foregoing proposals. |
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The Charter Amendments are essential
to the overall implementation of the Board’s plan to extend or accelerate the date that Bite has to
complete a business combination. In the event that Bite enters into a definitive agreement for a business
combination prior to the special meeting, Bite will issue a press release and file a Form 8-K with the
Securities and Exchange Commission announcing the proposed business combination. Approval of the Extension
Charter Amendment Proposal is a condition to the implementation of the Extension.
Notwithstanding stockholder approval of the Charter
Amendment Proposals, our Board will retain the right to abandon and not implement the Charter Amendments at any time without any
further action by our stockholders. We reserve the right at any time to cancel the special meeting and not to submit to our stockholders
the Charter Amendment Proposals and implement the Charter Amendments. In the event the special meeting is cancelled, we will dissolve
and liquidate in accordance with the charter.
If either of the Charter Amendments are implemented,
the stockholders’ approval of the Charter Amendment Proposals will constitute consent for Bite to remove the Withdrawal Amount
from the trust account, deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount
and retain the remainder of the funds in the trust account for Bite’s use in connection with consummating a business combination
on or before the Extended Date or the Accelerated Termination Date.
If either of the Charter Amendment Proposals are approved
and implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount
held in the trust account following the Election. Bite cannot predict the amount that will remain in the trust account if the Extension
Charter Amendment Proposal is approved and implemented; and the amount remaining in the trust account may be significantly reduced
from the approximately $200.29 million that was in the trust account as of June 30, 2022. In such event, Bite may need to obtain
additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable
to the parties or at all.
If (1) the Extension Charter Amendment Proposal
is not approved and we do not consummate a business combination by February 17, 2023, as contemplated by our IPO prospectus
and in accordance with our charter, (2) the Termination Charter Amendment Proposal is approved and we file such amendment to
our charter, and the Trust Amendment Proposal is approved and we enter into such amendment to our Trust Agreement, or (3) the
Extension Charter Amendment Proposal is approved and we do not file such amendment to our charter, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in
cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the
total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s obligations under
the DGCL to provide for claims of creditors and other requirements of applicable law.
Bite’s initial stockholders have waived their
rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the
trust account with respect to our warrants, which will expire worthless in the event we wind up. Bite will pay the costs of liquidation
from its remaining assets held outside of the trust account. |
Q.
Why is the Company proposing the Extension Charter Amendment Proposal? |
A. Bite’s
charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock
sold in the IPO if no qualifying business combinations are consummated on or before February 17, 2023.
Accordingly, the trust agreement provides for the trustee to liquidate the trust account and distribute to
each public stockholder its pro rata share of such funds if a qualifying business combination is not
consummated on or before such date provided in Bite’s charter. As we explain below, Bite may not be
able to complete a business combination by that date.
While Bite is currently in discussions with respect
to several business combination opportunities, Bite has not yet executed a definitive agreement for a business combination. Bite
currently anticipates entering into such an agreement with one of its prospective targets, but Bite does not expect to be able to
consummate such a business combination by February 17, 2023.
Because Bite will not be able to conclude a business
combination within the permitted time period, Bite has determined to seek stockholder approval to extend the date by which Bite has
to complete a business combination.
Bite believes that given Bite’s expenditure of
time, effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider
a business combination. Accordingly, the Board is proposing the Extension Charter Amendment Proposal to extend Bite’s corporate
existence.
We currently expect that we would implement the Extension
Charter Amendment only if we have entered into a letter of intent or definitive agreement for an initial business combination by
the date of the special meeting, and that we would otherwise implement the Termination Charter Amendment, although the Board would
have the discretion to implement the Extension Charter Amendment even if we have not entered into a letter of intent or definitive
agreement by that date.
You are not being asked to vote on a business combination
at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote
on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro
rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date.
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Q.
Why should I vote for the Extension Charter Amendment Proposal? |
A. The
Board believes stockholders should have an opportunity to evaluate an initial business combination with one or more of the targets
with which Bite is in discussions. Accordingly, the Board is proposing the Extension Charter Amendment Proposal to extend the
date by which Bite has to complete a business combination until the Extended Date and to allow for the Election.
The affirmative vote of the holders of at least a majority
of all then outstanding shares of common stock is required to effect an amendment to Bite’s Charter, including any amendment
that would extend its corporate existence beyond February 17, 2023. Additionally, Bite’s charter requires that all public
stockholders have an opportunity to redeem their public shares in the case Bite’s corporate existence is extended. We believe
that this charter provision was included to protect Bite stockholders from having to sustain their investments for an unreasonably
long period if Bite failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe,
however, that given Bite’s expenditure of time, effort and money on the potential business combinations with the targets it
has identified, circumstances warrant providing those who would like to consider whether a potential business combination with one
or more of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Bite is also affording
stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, we believe
the Extension is consistent with Bite’s charter and IPO prospectus. |
Q.
Why is the Company proposing the Termination Charter Amendment Proposal
and the Trust Amendment Proposal? |
A. Our existing amended and restated certificate
of incorporation, or our certificate of incorporation, currently provides that we have until the Termination
Date to complete our initial business combination, and if we do not complete an initial business combination
by then, we will be required to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) 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 Corporation
but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption
will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Our Board believes that the current provisions of our certificate
of incorporation described above were included to protect our stockholders from having to sustain their investment for an unreasonably
long period if we were unable to find a suitable initial business combination target prior to the Termination Date. However, even
though our Board has determined that it is unlikely that we would be able to complete a business combination before the Termination
Date, our certificate of incorporation does not permit us to return the funds in the trust account to the public stockholders by
way of liquidating the trust account until after the Termination Date, and the public stockholders are limited in their ability to
exercise their redemption rights.
On August 16, 2022, President Biden signed into law the Inflation
Reduction Act of 2022 (H.R. 5376), or the IRA, which, among other things, imposes a 1% Excise Tax on any domestic corporation that
repurchases its stock after December 31, 2022, or the Excise Tax. The Excise Tax is imposed on the fair market value of the
repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities trade on the New York Stock
Exchange, or NYSE, we are a “covered corporation” within the meaning of the IRA. While not free from doubt, absent any
further guidance, there is significant risk that the Excise Tax will apply to any redemptions of our public shares after December 31,
2022, including redemptions made if we are unable to consummate a business combination by or before the Termination Date. The application
of the Excise Tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount that our
public stockholders would otherwise be entitled to receive.
The purpose of the Termination Charter Amendment Proposal and
the Trust Amendment Proposal is to, among other things, change the date by which we must consummate our initial business combination
from the Termination Date to the Accelerated Termination Date, such that (i) the public stockholders may elect to redeem all
or a portion of their public shares in exchange for their pro rata portion of the funds held in the trust account in connection with
the approval of the Termination Charter Amendment Proposal, which we refer to as the voluntary redemption, without having to wait
for approximately another one to four months to do so while continuing to earn minimal interest, if any, on the funds during such
waiting period; (ii) we will be obligated to redeem all remaining issued and outstanding public shares not redeemed in the voluntary
redemption as promptly as reasonably possible but not more than ten business days after the Accelerated Termination Date, which we
refer to as the mandatory redemption, which will enable the redemption of all of the public shares by us before we potentially become
subject to the Excise Tax; (iii) if such approval has not already been obtained, subject to the approval of our Board and our
remaining stockholders after completion of the mandatory redemption, dissolve and liquidate as promptly as reasonably possible after
completion of the mandatory redemption, which will allow us to return the funds to our public stockholders sooner without any deductions
for the Excise Tax and enable these stockholders to deploy such returned funds as they see fit; and (iv) the trustee shall commence
liquidation of the trust account promptly following the Accelerated Termination Date. We would also plan to voluntarily delist our
shares of common stock from NYSE as soon as practicable after completion of the mandatory redemption, subject to the rules of
NYSE and our certificate of incorporation, as amended.
We currently expect that we would implement the Termination Charter
Amendment and Trust Amendment Proposal if we have not entered into a letter of intent or definitive agreement for an initial business
combination by the date of the special meeting, and that we would otherwise implement the Extension Charter Amendment, although the
Board would have the discretion to implement the Termination Charter Amendment and Trust Amendment Proposal in any event. |
Q.
How does the Board recommend that I vote on the Director Proposal and
the Auditor Proposal? |
A.
The Board recommends that you vote in favor of the Director Proposal, to re-elect Alberto Ardura González to the Board and in favor of the Auditor Proposal, to ratify the selection
by our Audit Committee of Marcum LLP to serve as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2022.
|
Q.
How do the Bite insiders intend to vote their shares? |
A. All
of Bite’s directors, executive officers and their respective affiliates are expected to vote any common stock over which
they have voting control (including any public shares owned by them) in favor of the Extension Charter Amendment Proposal, Termination
Charter Amendment Proposal, Trust Amendment Proposal, Director Proposal, Auditor Proposal and Adjournment Proposal.
Bite’s directors, executive officers and their
respective affiliates are not entitled to redeem their founder shares or founder shares underlying the Private Placement Units they
purchased in connection with our IPO (the “private shares”). With respect to shares purchased on the open market by Bite’s
directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Bite’s
directors, executive officers and their affiliates beneficially owned and were entitled to vote 5,520,000 shares of common stock,
representing approximately 21.5% of Bite’s issued and outstanding common stock. Bite’s directors, executive officers
and their affiliates did not beneficially own any public shares as of such date.
Bite’s directors, executive officers and their
affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases
do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter Amendment
Proposals. Any public shares held by affiliates of Bite may be voted in favor of the Charter Amendment Proposals.
|
Q. What
vote is required to adopt the Charter Amendment Proposals and the Trust Amendment Proposal?
|
A. Approval
of the Charter Amendment Proposals and the Trust Amendment Proposal will require the affirmative vote of holders of at least
a majority of Bite’s outstanding common stock on the record date.
|
Q.
What vote is required to approve the Director Proposal, the Auditor Proposal
and the Adjournment Proposal? |
A. A
plurality of the shares of common stock present (in person or by proxy) at the special meeting and voting is required for the
re-election of each of the directors in the Director Proposal. The affirmative vote of at least a majority of the shares of common
stock present (in person or by proxy) at the special meeting and voting on the Auditor Proposal and the Adjournment Proposal
is required to approve such proposals.
|
Q.
What if I don’t want to vote for the Charter Amendment Proposals
and the Trust Amendment Proposal? |
A. If
you do not want the Charter Amendment Proposals and the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote
against the proposals. If either (i) the Extension Charter Amendment Proposal or (ii) the Termination Charter Amendment
Proposal and the Trust Amendment Proposal are approved and implemented, the Withdrawal Amount will be withdrawn from the trust account
and paid to the redeeming public stockholders. |
Q.
Will you seek any further extensions to liquidate the trust account? |
A. Other
than the extension until the Extended Date as described in this proxy statement, Bite does not currently anticipate
seeking any further extension to consummate a business combination. Bite has provided that all holders of
public shares, including those who vote for the Extension Charter Amendment Proposal, may elect to redeem
their public shares into their pro rata portion of the trust account and should receive the funds shortly
after the stockholder meeting which is scheduled for [●], 2022. Those holders of public shares who elect
not to redeem their shares now shall retain redemption rights with respect to future business combinations,
or, if Bite does not consummate a business combination by the Extended Date, such holders shall be entitled
to their pro rata portion of the trust account on such date.
|
Q.
What happens if the Charter Amendment Proposals are not approved? |
A. If
(1) the Extension Charter Amendment Proposal is not approved and we do not consummate a business combination by February 17,
2023, as contemplated by our IPO prospectus and in accordance with our charter, (2) the Termination Charter Amendment Proposal
is approved and we file such amendment to our charter, and the Trust Amendment Proposal is approved and we enter into such amendment
to our Trust Agreement, or (3) the Extension Charter Amendment Proposal is approved and we do not file such amendment to
our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering
Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which
redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the
case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law.
Bite’s initial stockholders waived their rights
to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust
account with respect to our warrants which will expire worthless in the event we wind up. Bite will pay the costs of liquidation
from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
|
Q.
If the Extension Charter Amendment Proposal is approved, what happens
next? |
A. If
the Extension Charter Amendment is approved and implemented, Bite will continue its efforts to execute a definitive agreement
for a business combination with one or more targets.
If Bite executes such an agreement, we will seek to
complete the business combination, which will involve:
● completing
proxy materials;
● establishing
a meeting date and record date for considering a proposed business combination and distributing proxy materials to stockholders;
and
●
holding a special meeting to consider such proposed business combination.
Bite is seeking approval of the Extension Charter Amendment
Proposal because Bite will not be able to complete all of the above listed tasks prior to February 17, 2023. |
| Upon approval by holders of at least a majority
of the common stock outstanding as of the record date of the Charter proposal, Bite will
file an amendment to the charter with the Secretary of State of the State of Delaware in
the form of Annex A hereto. Bite will remain a reporting company under the Securities Exchange
Act of 1934 and its units, common stock, warrants will remain publicly traded.
If the Extension Charter Amendment Proposal is approved and the Board decides to implement
the Extension Charter Amendment Proposal, the sponsor or its affiliates or permitted designees
have agreed to contribute to the Company a loan referred to herein as the Extension Payment
in the amount of $[ ] for each such one-month extension, to be deposited into
the Trust Account promptly after the Special Meeting. The redemption amount per share at
the meeting for such business combination or the Company’s liquidation will depend
on the number of public shares that remain outstanding after redemptions in connection with
the Extension Charter Amendment. Below as reference is a table estimating the approximate
per-share amount to be paid in connection with the extension period needed to complete the
business combination, depending on the percentage of redemptions received in connection
with the Extension Charter Amendment. For example, if 25% of the Company’s public shares
remain outstanding after redemptions in connection with the Extension Charter Amendment,
then the amount deposited per share for such one-month period will be approximately $0.[
] per share. If 50% of the Company’s public shares remain outstanding after redemptions
in connection with the Extension Amendment, then the amount deposited per share for such
one-month period will be approximately $0.[ ] per share. |
% of Redemptions
at Extension | | |
Shares Redeemed at
Extension | | |
Charter Extension
contribution per Share per month | |
| 25 | % | |
| 5,000,000 | | |
$ | | |
| 40 | % | |
| 8,000,000 | | |
$ | | |
| 50 | % | |
| 10,000,000 | | |
$ | | |
| 60 | % | |
| 12,000,000 | | |
$ | | |
| 75 | % | |
| 15,000,000 | | |
$ | | |
| 85 | % | |
| 17,000,000 | | |
$ | | |
|
The Extension Charter Amendment Proposal is conditioned upon the implementation of the Extension Payment.
No Extension Payment will occur if the Extension Charter Amendment Proposal is not approved. The Extension Payment will not bear
interest and will be repayable by the Company to the sponsor or its affiliates or designees upon consummation of the business combination.
If the Company opts not to utilize the Extension Amendment, then the Company will liquidate and dissolve promptly in accordance with
the Company’s charter, and the sponsor’s obligation to make additional contributions will terminate.
If the Extension Charter Amendment Proposal is approved and implemented, the removal of the Withdrawal Amount from the trust account
will reduce the amount remaining in the trust account and increase the percentage interest of Bite’s common stock held by Bite’s
directors and officers through the founder shares.
If the Extension Charter Amendment Proposal is approved and implemented, but Bite does not consummate a business combination by the
Extended Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption will
completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law.
Bite’s initial stockholders waived their rights to participate in any liquidation distribution with respect to their founder
shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event
we wind up. Bite will pay the costs of liquidation from its remaining assets held outside of the trust account, which it believes
are sufficient for such purposes. |
|
|
Q.
Would I still be able to exercise my redemption rights if I vote against
the proposed business combination? |
A. Unless
you elect to redeem all of your shares, you will be able to vote on any proposed business combination when it is submitted to
stockholders. If you disagree with the business combination, you will retain your right to redeem your public shares upon consummation
of a business combination in connection with the stockholder vote to approve the business combination, subject to any limitations
set forth in Bite’s charter.
|
Q.
How do I change my vote? |
A. If
you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy
card to Morrow Sodali LLC, Bite’s proxy solicitor, prior to the date of the special meeting or by voting in person at the special
meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of
revocation to: Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902. |
Q.
How are votes counted? |
A. Votes
will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”
and “AGAINST” votes, abstentions and broker non-votes. The Charter Amendment Proposals and the
Trust Amendment Proposal must be approved by the affirmative vote of at least a majority of the outstanding
shares as of the record date of Bite’s common stock. The nominee named in the Director Proposal must
receive a plurality of the shares present (in person or by proxy) at the special meeting and voting for each
nominee. The Auditor Proposal and the Adjournment Proposal must be approved by the affirmative vote of at
least a majority of the shares of common stock present (in person or by proxy) at the special meeting and
voting on such proposal.
With respect to the Charter Amendment Proposals and
the Trust Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. If your
shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from
the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to
vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary”
items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under
the rules of the NYSE applicable to member brokerage firms. These rules provide that for routine matters your broker has
the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which
you do not give your broker instructions, the shares will be treated as broker non-votes.
|
Q.
If my shares are held in “street name,” will my broker automatically
vote them for me? |
A. With
respect to the Charter Amendment Proposals, the Trust Amendment Proposal and the Director Proposal, your broker can vote your
shares only if you provide them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker
can tell you how to provide these instructions. Your broker may automatically vote your shares with respect to the Auditor Proposal.
|
Q.
What is a quorum requirement? |
A. A
quorum of stockholders is necessary to hold a valid meeting. A quorum will be present with regard to each of the Extension Charter
Amendment Proposal, Termination Charter Amendment Proposal, Trust Amendment Proposal, Director Proposal and Auditor Proposal
if at least a majority of the outstanding shares of common stock on the record date are represented by stockholders present at
the meeting or by proxy.
Your shares will be counted towards the quorum only
if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at
the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the
chairman of the special meeting may adjourn the special meeting to another date.
|
Q.
Who can vote at the special meeting? |
A. Only
holders of record of Bite’s common stock at the close of business on [ ], 2022, the record date, are entitled to have their
vote counted at the special meeting and any adjournments or postponements thereof. On the record date, 25,640,000 shares of common
stock were outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with
Bite’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting
in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. |
|
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name,
but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special
meeting unless you request and obtain a valid proxy from your broker or other agent. |
|
|
Q.
How does the Board recommend I vote? |
A. After
careful consideration of the terms and conditions of these proposals, the Board has determined that the Charter Amendment Proposals
and the Trust Amendment Proposal are fair to and in the best interests of Bite and its stockholders. The Board recommends that
Bite’s stockholders vote “FOR” the Charter Amendment Proposals and the Trust Amendment Proposal. In addition,
the Board recommends that you vote “FOR” the Director Proposal, Auditor Proposal and the Adjournment Proposal.
|
Q.
What interests do the Company’s directors and officers have in
the approval of the proposals? |
A. Bite’s
directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder.
These interests include ownership of founder shares and warrants that may become exercisable in the future, committed loans by
them, that if drawn upon, will not be repaid in the event of our winding up and the possibility of future compensatory arrangements.
See the sections entitled “The Extension Charter Amendment Proposal—Interests of Bite’s Directors and Officers”
and “The Termination Charter Amendment Proposal—Interests of Bite’s Directors and Officers.”
|
Q.
What if I object to the Charter Amendment Proposals and the Trust Amendment
Proposal? Do I have appraisal rights? |
A. If
you do not want the Charter Amendment Proposals and the Trust Amendment Proposal to be approved, you must vote against the proposals,
abstain from voting or refrain from voting. If holders of public shares do not elect to redeem their public shares, such holders
shall retain redemption rights in connection with any future business combination Bite proposes. You will still be entitled to
make the Election if you vote against, abstain or do not vote on the Charter Amendment Proposals and the Trust Amendment Proposal.
In addition, public stockholders who do not make the Election would be entitled to redemption if the Company has not completed
a business combination by the Extended Date or the Accelerated Termination Date. Bite stockholders do not have appraisal rights
in connection with the Charter Amendment Proposals and the Trust Amendment Proposal under the DGCL.
|
Q.
What happens to the Bite warrants if the Charter Amendment Proposals
are not approved? |
A. If
(1) the Extension Charter Amendment Proposal is not approved and we do not consummate a business combination by February 17,
2023, as contemplated by our IPO prospectus and in accordance with our charter, (2) the Termination Charter Amendment Proposal
is approved and we file such amendment to our charter, and the Trust Amendment Proposal is approved and we enter into such amendment
to our Trust Agreement, or (3) the Extension Charter Amendment Proposal is approved and we do not file such amendment to our
charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption will
completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law. There will be no distribution from the trust account with respect to our warrants which will expire
worthless in the event we wind up. |
Q.
What happens to the Bite warrants if the Extension Charter Amendment
Proposal is approved? |
A. If
the Extension Charter Amendment Proposal is approved and implemented, Bite will continue to attempt to execute
a definitive agreement for a business combination, and if successful, will attempt to complete such business
combination by the Extended Date, and will retain the blank check company restrictions previously applicable
to it. The warrants will remain outstanding in accordance with their terms and will become exercisable 30
days after the completion of a business combination. The warrants will expire at 5:00 p.m., New York City
time, five years after the completion of the initial business combination or earlier upon redemption or liquidation.
|
Q.
What do I need to do now? |
A. Bite
urges you to read carefully and consider the information contained in this proxy statement, including the annex, and to consider
how the proposals will affect you as a Bite stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this proxy statement and on the enclosed proxy card.
|
Q.
How do I vote? |
A. If
you are a holder of record of Bite common stock, you may vote in person at the special meeting or by submitting a proxy for the
special meeting. Whether or not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your
vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed postage paid envelope. You may still attend the special meeting and vote in person if you have already voted by
proxy.
If your shares of Bite common stock are held in “street
name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote
your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.
|
Q.
How do I redeem my shares of Bite common stock? |
A. If
either of the Charter Amendments are implemented, each public stockholder may seek to redeem such stockholder’s public
shares for its pro rata portion of the funds available in the trust account, less any income taxes owed on such funds
but not yet paid. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed
business combination, or if the Company has not consummated a business combination by the Extended Date or the Accelerated Termination
Date.
In connection with tendering your shares for redemption,
you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004-1561,
Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares
to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which
election would likely be determined based on the manner in which you hold your shares.
Certificates that have not been tendered in accordance
with these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that a
public shareholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the shareholder
may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the special meeting
not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make
such request by contacting our transfer agent at the address listed above. |
Q.
What should I do if I receive more than one set of voting materials? |
A. You
may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple
proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered
in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive
a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign,
date and return each proxy card and voting instruction card that you receive in order to cast a vote with
respect to all of your Bite shares.
|
Q.
Who is paying for this proxy solicitation? |
A. Bite
will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and officers may
also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional
compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
|
Q.
Who can help answer my questions? |
A. If
you have questions, you may write or call Bite’s proxy solicitor:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: WRLS.info@morrowsodali.com
You may also obtain additional information about the
Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More
Information .” |
FORWARD-LOOKING
STATEMENTS
This proxy statement and the documents to which
we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities
Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do not relate to historical
or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking
words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying
words. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not
limited to, any statements relating to our ability to consummate a business combination, and any other statements that are not statements
of current or historical facts. These forward-looking statements are based on information available to the Company as of the date of
the proxy materials and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company
undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
These forward-looking statements involve a number
of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
|
● |
the ability of the Company to effect
the Charter Amendments and the Trust Amendment Proposal or consummate a business combination; |
|
● |
unanticipated delays in the distribution
of the funds from the trust account; |
|
● |
claims by third parties against
the trust account; or |
|
● |
the ability of the Company to finance
and consummate a business combination. |
You should carefully consider these risks, in
addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to our IPO dated February 17,
2021 (Registration Nos. 333-252406 and 333-253017) and our Annual Report on Form 10-K for the fiscal year ended December 31,
2021. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results
to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information”
for additional information about our filings.
RISK FACTORS
You should consider carefully all of the risks
described in our Annual Report on Form 10-K filed with the SEC on March 31, 2022, our Quarterly Reports on Form 10-Q filed
with the SEC on August 23, 2022 and May 16, 2022 and in the other reports we file with the SEC before making a decision to
invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results
may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are
not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There are no assurances that the Extension will enable us to
complete a business combination.
Approving the Extension involves a number of
risks. Even if the Extension is approved, the Company can provide no assurances that the Business Combination will be consummated prior
to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond
our control. If the Extension is approved, the Company expects to seek shareholder approval of the Business Combination following the
SEC declaring a registration statement on Form S-4 effective, which will include our preliminary proxy statement/prospectus for
the Business Combination (the “Form S-4”). The Form S-4 has not been filed with or declared effective by the SEC,
and the Company cannot complete the Business Combination unless the Form S-4 is declared effective. As of the date of this Proxy
Statement, the Company cannot estimate when, or if, the SEC will declare the Form S-4 effective.
We are required to offer stockholders the opportunity
to redeem shares in connection with the Extension Charter Amendment Proposal, and we will be required to offer stockholders redemption
rights again in connection with any stockholder vote to approve the Business Combination. Even if the Extension or the Business Combination
are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination
on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension
and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our
stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares
may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.
We may be deemed a “foreign person” under the regulations
relating to CFIUS and our failure to obtain any required approvals within the requisite time period may require us to liquidate.
The Company’s sponsor is Smart Dine, LLC,
a Delaware limited liability company. The sponsor currently owns 5,450,001 shares of our common stock. Rafael Felipe de Jesus Aguirre
Gomez, Alberto Ardura Gonzalez and Axel Molet Warschawski are managers of the Sponsor. The sponsor is controlled by non-U.S. persons.
We do not believe that either we or our sponsor
constitute a “foreign person” under CFIUS rules and regulations. However, if CFIUS considers us to be a “foreign
person” that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the
Business Combination falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business
Combination. In addition, if the Business Combination falls within CFIUS’ jurisdiction, we may be required to make a mandatory
filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk
CFIUS intervention, before or after closing the Business Combination.
Although we do not believe we or our sponsor
are a “foreign person,” CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions
to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business
of the combined company if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory
notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval
procedures on account of any foreign ownership by the sponsor. If we were to seek an initial business combination other than the Business
Combination, the pool of potential targets with which we could complete an initial business combination may be limited as a result of
any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because
we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time
period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share, and our warrants will
expire worthless. This will also cause you to lose any potential investment opportunity in the Business Combination and the chance of
realizing future gains on your investment through any price appreciation in the combined company post closing of the Business Combination.
The SEC issued proposed rules to regulate special purpose
acquisition companies that, if adopted, may increase our costs and the time needed to complete our initial business combination.
With respect to the regulation of special purpose
acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC
Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private
operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of
projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain
participants in proposed business combination transactions; and to the extent to which SPACs could become subject to regulation under
the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration,
asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase
the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under
which we could complete an initial business combination.
If we are deemed to be an investment company for purposes of
the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely
restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment
company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
As described further above, the SPAC Rule Proposals
relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company
Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of
“investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain
criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor,
the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement
with a target company for a business combination no later than 18 months after the effective date of its registration statement
for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial
business combination no later than 24 months after the effective date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company
like ours, that may not complete its business combination within 24 months after the effective date of the IPO Registration Statement.
It is possible that a claim could be made that we have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the trust account in short-term U.S. government treasury obligations or
in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the
trust account and hold the funds in the trust account in cash.
If we are deemed to be an investment company
under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to
complete an initial business combination and instead to liquidate the Company. If we are required to liquidate, our stockholders would not be able to realize the benefits of owning stock in a successor operating business,
including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire
worthless.
If we instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in
cash in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company
Act, we would likely receive minimal
interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive
upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since
our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds
investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the
subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, we may, at any time, in our discretion, instruct Continental Stock Transfer & Trust Company, the trustee with
respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account
and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination
or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in
the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our
taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust
Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public stockholders would
receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary
of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the
Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities,
even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case
we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the
Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would
further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company. As of the date of this proxy statement, we have not yet made any such determination to liquidate the securities held in the trust account.
Since the Sponsor and our directors and officers will lose their
entire investment in us if an initial business combination is not completed, they may have a conflict of interest in the approval of
the proposals at the Special Meeting.
There will be no distribution from the Trust
Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation,
our sponsor and our directors and officers will not receive any monies held in the Trust Account as a result of its ownership of 5,520,000
shares of common stock that were issued to the sponsor prior to our IPO and in a private placement which occurred simultaneously with
the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition,
certain of executive officers have beneficial interests in the sponsor. Such persons have waived their rights to liquidating distributions
from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination
is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined company
after an initial business combination, even if other holders of our common stock experience a negative rate of return, due to having
initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our sponsor, directors and
officers may have influenced their motivation in identifying and selecting its target business combination and consummating the Business
Combination in order to close the Business Combination and therefore may have interests different from, or in addition to, your interests
as a stockholder in connection with the proposals at the special meeting.
We have incurred and expect to incur significant costs associated
with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount
of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
We expect to incur significant transaction and
transition costs associated with the Business Combination and operating as a public company following the closing of the Business Combination.
We may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination,
include all legal, accounting, consulting, investment banking and other fees, expenses and costs, and will be paid by the combined company
following the closing of the Business Combination. Even if the Business Combination is not completed, we expect to incur transactions
expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination
is not completed.
If the Termination Charter Amendment Proposal and the Trust
Amendment Proposal are approved, we will be permitted to remove up to $100,000 of interest earned on the trust account to pay dissolution
expenses. Accordingly, stockholders who elect to redeem their public shares in connection with the Termination Charter Amendment Proposal
may receive a lower per-share redemption price in connection with the Termination Charter Amendment Proposal.
If the Termination Charter Amendment Proposal
and the Trust Amendment Proposal are approved, stockholders who elect to redeem their public shares in connection with the Termination
Charter Amendment Proposal will receive a per-share redemption price that takes into account up to $100,000 of net interest removed from
the trust account to pay dissolution expenses. Such dissolution expenses would reduce the per share amount payable to stockholders who
redeem their public shares in connection with the Termination Charter Amendment Proposal.
The ability of our public stockholders to exercise redemption
rights in the voluntary redemption in connection with the effectiveness of the amendment of our certificate of incorporation with respect
to a large number of our public shares may adversely affect the liquidity of our securities.
Pursuant to our certificate of incorporation,
a public stockholder may request that we redeem all or a portion of such public stockholder’s public shares for cash in the voluntary
redemption in connection with the effectiveness of the amendment of our certificate of incorporation. The ability of our public stockholders
to exercise such redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our common
stock. As a result, you may be unable to sell your common stock even if the per-share market price is higher than the per-share redemption
price paid to public stockholders that elect to redeem their public shares in the voluntary redemption in connection with the effectiveness
of the amendment to our certificate of incorporation.
A new 1% U.S. federal excise tax could
be imposed on us in connection with future redemptions by us of our shares.
On August 16, 2022,
the IR Act was signed into federal law which provides for, among other things, a 1% excise tax on the fair market value of stock repurchased
by a U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself,
not its stockholders from which shares are repurchased. The U.S. Department of the Treasury has been given authority to provide regulations
and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. It is unclear at this time how and to what extent
it will apply to SPAC redemptions and liquidations, but since we are a publicly listed Delaware corporation, we are a “covered
corporation” within the meaning of the IR Act. Consequently, our Board believes that, absent additional guidance and unless an
exception is available, there is a significant risk that this excise tax will apply to any redemptions of our public shares after December 31,
2022. The application of the excise tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount
that our public stockholders would otherwise be entitled to receive upon redemption of their public shares.
BACKGROUND
Bite
We are a blank check company incorporated as a
Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. While we may pursue an initial business combination with a company in any sector or
geography, we intend to focus our search on the traditional and non-traditional restaurant sectors in North America.
On February 17, 2021, we completed an initial
public offering of 17,500,000 units the (“Units”). Each Unit consists of one share of common stock, par value $0.0001 per
share (the “Common Stock”) and one-half of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling
the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to
the Company’s registration statements on Form S-1 (File Nos. 333-252406 and 333-253017). The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $175,000,000. Simultaneously with the consummation of the Offering, the Company
completed a private placement (the “Private Placement”) of an aggregate of 500,000 units at a price of $10.00 per unit, generating
total gross proceeds of $5,000,000. 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. Simultaneously with the closing of the over-allotment
the Company consummated the private placement of an aggregate of 50,000 units (the “Option Private Units”) at a price of
$10.00 per Option Private Unit, to the Sponsor and EarlyBirdCapital, generating total gross proceeds of $500,000.
A total of $200,000,000 of the net proceeds from
the IPO, the Private Placement and the sale of the Units and Option Private Units, in connection with the underwriters’ partial
exercise of their over-allotment was deposited in a trust account established for the benefit of the Company’s public stockholders.
The mailing address of Bite’s principal
executive office is Bite Acquisition Corp., 30 West Street, No. 28F, New York, NY 10004 and its telephone number is (212) 608-2923.
The Potential Business Combination
Bite is currently in discussions with multiple
targets to complete a business combination that would qualify as an initial business combination under its charter. In the event that
Bite enters into a definitive agreement for a business combination prior to the special meeting, Bite will issue a press release and
file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.
If both the Extension Charter Amendment and the
Termination Charter Amendment are approved at the special meeting, our Board will have the discretion to implement either the Extension
Charter Amendment or the Termination Charter Amendment (or neither). Specifically, the approval of the Charter Amendments will give our
Board discretion to either:
| ● | extend
the date by which the Company has to consummate a business combination for up to an additional
six months, from February 17, 2023 to up to August 17, 2023, or such earlier date
as determined by the Board, provided that the sponsor (or its affiliates or permitted designees)
will deposit into the Trust Account $[ ] for each such one-month extension until August 17,
2023 as provided in the Extension Charter Amendment Proposal; or |
| ● | (i) change
the date by which we must consummate our initial business combination from February 17,
2023 to the time and date immediately following the filing of such amendment with the Secretary
of State of the State of Delaware, or the Accelerated Termination Date, (ii) remove
the Conversion Limitation (as defined in the amended and restated certificate of incorporation)
to allow us to redeem public shares (as defined below) notwithstanding the fact that such
redemption would result in the Company having net tangible assets of less than $5,000,001,
and (iii) allow us to remove up to $100,000 of interest earned on the amount on deposit
in the Trust Account prior to redeeming the public shares in connection with the special
meeting in order to pay dissolution expenses, as provided in the Termination Charter Amendment
Proposal, and to abandon and not implement the other Charter Amendment at any time without
any further action by our stockholders. Providing our Board with the discretion to implement
one of the two Charter Amendments proposed herein, as opposed to the approval of a specific
Charter Amendment, will provide our Board with maximum flexibility to react to current market
conditions and to therefore maximize our chances of achieving the purposes of the Charter
Amendments, and to act in the best interests of our Company and stockholders. |
We currently expect that we would implement the
Extension Charter Amendment only if we have entered into a letter of intent or definitive agreement for an initial business combination
by the date of the special meeting, and that we would otherwise implement the Termination Charter Amendment, although the Board would
have the discretion to implement the Extension Charter Amendment even if we have not entered into a letter of intent or definitive agreement
by that date.
You are not being asked to vote on a business
combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right
to vote on any proposed business combination if and when it is submitted to stockholders and the right to redeem your public shares for
a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not
consummated a business combination by the Extended Date.
The Special Meeting
Date,
Time and Place. The special meeting in lieu of the 2022 annual meeting of Bite’s stockholders will be held on [●],
2022 at 11:00 a.m., local time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean,
VA 22102.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned shares of
Bite’s common stock at the close of business on [ ], 2022, the record date for the special meeting. You will have one vote per
proposal for each share you owned at that time. Bite’s warrants do not carry voting rights.
Votes
Required. The affirmative vote of at least a majority of the outstanding shares of our common stock is required to approve
the Charter Amendment Proposals and the Trust Amendment Proposal, a plurality of the shares of common stock voted at the meeting is required
for the re-election of the director in the Director Proposal and the affirmative vote of at least a majority of the shares of common
stock voted at the meeting is required to approve the Auditor Proposal and the Adjournment Proposal. If you do not vote (i.e., you “abstain”
from voting on a proposal), your action will have the effect of a vote against the Charter Amendment Proposals and the Trust Amendment
Proposal, and no effect on either the Director Proposal, Auditor Proposal and the Adjournment Proposal. Likewise, abstentions and broker
non-votes will have the effect of a vote against the Charter Amendment Proposals and the Trust Amendment Proposal, and no effect on the
Director Proposal, the Auditor Proposal or the Adjournment Proposal.
At the close of business on the record date, there
were 25,640,000 outstanding shares of common stock, including 20,000,000 public shares, each of which entitles its holder to cast one
vote per proposal.
If you do not want the Charter Amendment Proposals
approved, you should vote against the proposals or abstain from voting on the proposals. If you want to obtain your pro rata portion
of the trust account in the event the Extension is implemented, which will be paid shortly after the special meeting scheduled for [●],
2022, you must demand redemption of your shares. Holders of public shares may redeem their public shares regardless of whether they vote
for or against the Charter Amendment Proposals or abstain.
Proxies;
Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the special
meeting to approve the Extension Charter Amendment Proposal, Termination Charter Amendment Proposal, Director Proposal, Auditor Proposal
and Adjournment Proposal. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited
in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.
Bite has retained Morrow Sodali LLC to aid in
the solicitation of proxies. Morrow Sodali LLC will receive a fee of approximately $[●], as well as reimbursement for certain costs
and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Bite. In addition, officers
and directors of Bite may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional compensation
will be paid, though they may be reimbursed for their out-of-pocket expenses. Bite will bear the cost of preparing, assembling and mailing
the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection with this solicitation.
Bite may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the
beneficial owners of our shares.
THE
EXTENSION CHARTER AMENDMENT PROPOSAL
Extension Charter Amendment Proposal
Bite is proposing to amend its charter to extend
the date by which Bite has to consummate an initial business combination from February 17, 2023 to the Extended Date.
The Extension Charter Amendment Proposal is essential
to the overall implementation of the Board’s plan to allow Bite more time to complete a business combination. Approval of the Extension
Charter Amendment Proposal is a condition to the implementation of the Extension.
If the Extension Charter Amendment Proposal is
not approved and we have not consummated a business combination by February 17, 2023 (or earlier, if the Termination Charter Amendment
Proposal is approved and implemented), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the
Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption will
completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to
the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There
will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.
A copy of the proposed amendment to the charter
of Bite is attached to this proxy statement as Annex A.
Reasons for the Proposal
Bite’s IPO prospectus and charter provide
that Bite has until February 17, 2023 to consummate a business combination. While we are currently in discussions with respect to
several business combination opportunities, the Board currently believes that there will not be sufficient time before February 17,
2023 to complete a business combination. The affirmative vote of the holders of at least a majority of all outstanding shares of common
stock is required to extend Bite’s corporate existence, except in connection with, and effective upon consummation of, a business
combination. Additionally, Bite’s IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem
their public shares in the case Bite’s corporate existence is extended as described above. Because Bite continues to believe that
a business combination would be in the best interests of Bite’s stockholders, and because Bite will not be able to conclude a business
combination within the permitted time period, Bite has determined to seek stockholder approval to extend the date by which Bite has to
complete a business combination beyond February 17, 2023 to the Extended Date.
We believe that the foregoing charter provisions
were included to protect Bite stockholders from having to sustain their investments for an unreasonably long period, if Bite failed to
find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given Bite’s
expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant
providing those who would like to consider whether such potential business combinations are attractive investments with an opportunity
to consider such transactions, inasmuch as Bite is also affording stockholders who wish to redeem their public shares the opportunity
to do so, as required under its charter. Accordingly, the Extension is consistent with Bite’s charter and IPO prospectus.
We currently expect that we would implement the
Extension Charter Amendment only if we have entered into a letter of intent or definitive agreement for an initial business combination
by the date of the special meeting, and that we would otherwise implement the Termination Charter Amendment, although the Board would
have the discretion to implement the Extension Charter Amendment even if we have not entered into a letter of intent or definitive agreement
by that date.
If the Extension Charter Amendment Proposal Is Not Approved
If the Extension Charter Amendment Proposal is
not approved and we have not consummated a business combination by February 17, 2023 (or earlier, if the Termination Charter Amendment
Proposal is approved and implemented), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the
Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption will
completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to
the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Bite’s initial stockholders have waived
their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from
the trust account with respect to Bite’s warrants which will expire worthless in the event we wind up. Bite will pay the costs
of liquidation from its remaining assets held outside of the trust account.
If the Extension Charter Amendment Proposal is
not approved, the Company will not effect the Extension, and in the event the Company does not complete a business combination on or
before February 17, 2023 (or earlier, if the Termination Charter Amendment Proposal is approved and implemented), the trust account
will be liquidated and distributed to the public shareholders on a pro rata basis as described above.
If the Extension Charter Amendment Proposal Is Approved
If the Extension Charter Amendment Proposal is
approved and implemented, Bite will file an amendment to the charter with the Secretary of State of the State of Delaware in the form
of Annex A hereto. Bite will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock,
and warrants will remain publicly traded. Bite will then continue to work to complete a business combination by the Extended Date.
If the Extension Charter Amendment Proposal is
approved and implemented, but Bite does not consummate a business combination by the Extended Date, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject
to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number
of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right
to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and
liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable law.
Notwithstanding stockholder approval of the Extension
Charter Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further
action by our stockholders. We reserve the right at any time to cancel the special meeting and not to submit to our stockholders the
Extension Charter Amendment Proposal and implement the Extension Charter Amendment. In the event the special meeting is cancelled, we
will dissolve and liquidate in accordance with the charter.
Bite’s initial stockholders waived their
rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust
account with respect to our warrants which will expire worthless in the event we wind up. Bite will pay the costs of liquidation from
its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
You are not being asked to vote on a business
combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right
to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro
rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date.
If the Extension Charter Amendment Proposal is
approved and the Board decides to implement the Extension Charter Amendment Proposal, the sponsor or its designees have agreed to contribute
to the Company a loan referred to herein as the Extension Payment in the amount of $[ ] for each such one-month extension, to be deposited
into the trust account promptly after the special meeting. The redemption amount per share at the meeting for such business combination
or the Company’s liquidation will depend on the number of public shares that remain outstanding after redemptions in connection
with the Extension Charter Amendment. Below as reference is a table estimating the approximate per-share amount to be paid in connection
with the extension period needed to complete the business combination, depending on the percentage of redemptions received in connection
with the Extension Charter Amendment. For example, if 25% of the Company’s public shares remain outstanding after redemptions in
connection with the Extension Charter Amendment, then the amount deposited per share for such one-month period will be approximately
$[ ] per share. If 50% of the Company’s public shares remain outstanding after redemptions in connection with the Extension Charter
Amendment, then the amount deposited per share for such one-month period will be approximately $[ ] per share.
% of Redemptions
at Extension | | |
Shares
Redeemed at Extension | | |
Charter
Extension contribution per Share per month | |
| 25 | % | |
| 1,530,495 | | |
$ | | |
| 40 | % | |
| 2,448,792 | | |
$ | | |
| 50 | % | |
| 3,060,990 | | |
$ | | |
| 60 | % | |
| 3,673,188 | | |
$ | | |
| 75 | % | |
| 4,591,485 | | |
$ | | |
| 85 | % | |
| 5,203,683 | | |
$ | | |
If the Extension Charter Amendment Proposal is
approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election
will reduce the amount held in the trust account and Bite’s net asset value. Bite cannot predict the amount that will remain in
the trust account if the Extension Charter Amendment Proposal is approved; and the amount remaining in the trust account may be significantly
reduced from the approximately $200.29 million that was in the trust account as of June 30, 2022.
Redemption Rights
If the Extension Charter Amendment Proposal is
approved and implemented, the Company will provide the public stockholders making the Election, the opportunity to receive, at the time
the Extension Charter Amendment Proposal becomes effective, and in exchange for the surrender of their shares, a pro rata portion
of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem
your public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated
a business combination by the Extended Date.
TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN
TIME ON [●], 2022 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES
TO OUR TRANSFER AGENT OR TO DELIVER YOUR SHARES TO OUR TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN),
AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In connection with tendering your shares for redemption,
you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004-1561,
Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension Charter Amendment Proposal or to deliver your
shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic
delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable once the Extension
Charter Amendment Proposal are approved. In furtherance of such irrevocable election, stockholders making the election will not be able
to tender their shares after the vote at the special meeting.
Through the DWAC system, this electronic delivery
process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,”
by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically
may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker,
DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer
agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming
holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates
from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than
two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those
stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem
may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem
their shares.
Certificates that have not been tendered in accordance
with these procedures prior to the vote for the Extension Charter Amendment Proposal will not be redeemed for a pro rata portion
of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the
special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for
redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that
our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the
address listed above. In the event that a public stockholder tenders shares and the Extension Charter Amendment Proposal is not approved
or is abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder
promptly following the determination that the Extension Charter Amendment Proposal will not be approved or will be abandoned. The Company
anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Charter
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Charter Amendment
Proposal. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed
for cash or returned to such stockholders.
If properly demanded, the Company will redeem
each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds
but not yet paid, calculated as of two days prior to the filing of the amendment to the charter. As of June 30, 2022, this would
amount to approximately $10.03 per share. The closing price of Bite’s common stock on [●], 2022 was $[●]. Accordingly,
if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public
stockholder receiving $[●] more for each share than if such stockholder sold the shares in the open market.
If you exercise your redemption rights, you will
be exchanging your shares of common stock for cash and will no longer own the shares. You will be entitled to receive cash for these
shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent at least
two business days prior to the special meeting. If the Extension Charter Amendment Proposal is not approved or if it is abandoned, these
shares will be returned promptly following the special meeting as described above.
Possible Claims Against and Impairment of the Trust Account
To protect amounts held in the trust account,
our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share
by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us, but we cannot assure you that it will be able to satisfy its indemnification obligations if it is required
to do so. Additionally, the agreement entered into by our sponsor specifically provides for two exceptions to the indemnity it has given:
it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an
agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account,
or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations
and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification
obligations. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.00 due to claims
or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests,
an aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account net of
interest that may be used by us to pay our franchise and income taxes payable.
In the event that the proceeds in the trust account
are reduced below $10.00 per public share and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor
to enforce such indemnification obligations. While we currently expect that our independent directors would take legal action on our
behalf against our sponsor to enforce such indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these
indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced
below $10.00 per share.
Required Vote
Approval of the Extension Charter Amendment Proposal
requires the affirmative vote of holders of at least a majority of Bite’s common stock outstanding on the record date. If the Extension
Charter Amendment Proposal is not approved and Bite is unable to complete a business combination on or before February 17, 2023,
it will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust
account not previously released to us, divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law.
Notwithstanding stockholder approval of the Extension
Charter Amendment, our Board will retain the right to abandon and not implement the Extension Charter Amendment at any time without any
further action by our stockholders.
All of Bite’s directors, executive officers
and their affiliates are expected to vote any common stock owned by them in favor of the Extension Charter Amendment Proposal. On the
record date, directors and executive officers of Bite and their affiliates beneficially owned and were entitled to vote 5,520,000 shares
of common stock representing approximately 21.5% of Bite’s issued and outstanding common stock.
In addition, Bite’s directors, executive
officers and their affiliates may choose to buy shares of Bite public common stock in the open market and/or through negotiated private
purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have
voted against the Extension Charter Amendment Proposal and elected to redeem their shares for a portion of the trust account. Any shares
of common stock held by affiliates will be voted in favor of the Extension Charter Amendment Proposal.
Interests of Bite’s Directors and Officers
When you consider the recommendation of the Board,
you should keep in mind that Bite’s executive officers and members of the Board have interests that may be different from, or in
addition to, your interests as a stockholder. These interests include, among other things:
|
● |
If the Extension Charter Amendment
Proposal is not approved and we do not consummate a business combination by February 17, 2023 as contemplated by our IPO prospectus
and in accordance with our charter, the 4,970,000 shares of common stock held by Bite officers, directors and affiliates, which were
acquired prior to the IPO for an aggregate purchase price of approximately $25,000, will be worthless (as the holders have waived
liquidation rights with respect to such shares), as will the 550,000 private units that were acquired simultaneously with the IPO
and over-allotment by our sponsor for an aggregate purchase price of $5,500,000. Such common stock and warrants had an aggregate
market value of approximately $[●] based on the last sale price of Bite’s common stock and warrants of $[●] and
$[●], respectively, on NYSE on [●], 2022; |
|
● |
In connection with the IPO, our
sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced
by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted
for or products sold to the Company; |
|
● |
All rights specified in Bite’s
charter relating to the right of officers and directors to be indemnified by Bite, and of Bite’s officers and directors to
be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the
business combination is not approved and Bite liquidates, Bite will not be able to perform its obligations to its officers and directors
under those provisions; |
|
● |
None of Bite’s executive officers
or directors has received any cash compensation for services rendered to Bite. All of the current members of Bite’s Board are
expected to continue to serve as directors at least through the date of the special meeting and may continue to serve following any
potential business combination and receive compensation thereafter; |
|
● |
Bite’s officers, directors,
initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection
with certain activities on Bite’s behalf, such as identifying and investigating possible business targets and business combinations.
These individuals have negotiated the repayment of any such expenses upon completion of Bite’s initial business combination.
However, if Bite fails to obtain the Extension and consummate a business combination, they will not have any claim against the trust
account for reimbursement. Accordingly, Bite will most likely not be able to reimburse these expenses if the proposed business combination
is not completed. Although as of the record date, Bite’s officers, directors, initial stockholders and their affiliates had
not incurred any unpaid reimbursable expenses, they may incur such expenses in the future; and |
|
● |
Bite has entered into an Administrative
Services Agreement with our sponsor, pursuant to which, Bite pays $10,000 per month for office space, utilities and secretarial support.
Upon the earlier of completion of a business combination or liquidation, Bite will cease paying these monthly fees. Accordingly,
our sponsor may receive payments in excess of the 18 payments originally contemplated, if the Extension Charter Amendment Proposal
is implemented. |
The Board’s Reasons for the Extension Charter Amendment Proposal
and Its Recommendation
As discussed below, after careful consideration
of all relevant factors, the Board has determined that the Extension Charter Amendment Proposal is fair to, and in the best interests
of, Bite and its stockholders. The Board has approved and declared advisable adoption of the Extension Charter Amendment Proposal, and
recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your public
shares.
Bite’s IPO prospectus and charter provide
that Bite has until February 17, 2023 to consummate a business combination. While we are currently in discussions with respect to
several business combination opportunities, our board currently believes that there will not be sufficient time before February 17,
2023 to complete a business combination. The affirmative vote of the holders of at least a majority of all outstanding shares of common
stock is required to extend Bite’s corporate existence, except in connection with, and effective upon consummation of, a business
combination. Additionally, Bite’s IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem
their public shares in the case Bite’s corporate existence is extended as described above. Because Bite continues to believe that
a business combination would be in the best interests of Bite’s stockholders, and because Bite will not be able to conclude a business
combination within the permitted time period, Bite has determined to seek stockholder approval to extend the date by which Bite has to
complete a business combination beyond February 17, 2023 to the Extended Date.
Bite is not asking you to vote on a business combination
at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on
any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro rata
portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business
combination by the Extended Date.
The affirmative vote of the holders of at least
a majority of all then outstanding shares of common stock is required to effect an amendment to Bite’s charter that would extend
its corporate existence beyond February 17, 2023, except in connection with, and effective upon consummation of, a business combination.
Additionally, Bite’s charter requires that all public stockholders have an opportunity to redeem their public shares in the case
Bite’s corporate existence is extended as described above. We believe that these charter provisions were included to protect Bite
stockholders from having to sustain their investments for an unreasonably long period, if Bite failed to find a suitable business combination
in the timeframe contemplated by the charter. We also believe, however, that given Bite’s expenditure of time, effort and money
on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider
whether such potential business combinations are attractive investments with an opportunity to consider such transactions, inasmuch as
Bite is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly,
the Extension is consistent with Bite’s charter and IPO prospectus.
After careful consideration of all relevant factors,
Bite’s Board determined that the Extension Charter Amendment Proposal is fair to and in the best interests of Bite and its stockholders.
The Board recommends that you vote “FOR”
the Extension Charter Amendment Proposal. The Board expresses no opinion as to whether you should redeem your public shares.
THE TERMINATION CHARTER
AMENDMENT PROPOSAL
On [●], 2022, our Board voted to approve,
and to recommend that our stockholders approve, the amendment to our certificate of incorporation to (i) change the deadline by
which we must consummate a business combination from the Termination Date to the Accelerated Termination Date, (ii) remove the Conversion
Limitation (as defined in the amended and restated certificate of incorporation) to allow us to redeem public shares notwithstanding
the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and (iii) allow us
to remove up to $100,000 of interest earned on the amount on deposit in the trust account prior to redeeming the public shares in connection
with the special meeting in order to pay dissolution expenses.
As of the record date for the special meeting,
the close of business on [●], 2022, the redemption price per share was approximately $10.03 (which is expected to be the same approximate
amount through the date of the meeting), based on the aggregate amount on deposit in the trust account of approximately $[●] as
of the record date. Stockholders should note that the redemption price calculated in connection with the Termination Charter Amendment
Proposal will take into account up to $100,000 of net interest removed from the trust account to pay dissolution expenses upon liquidation.
The closing price of a share of Common Stock on NYSE on the record date was $[●]. Accordingly, if the market price of our common
stock were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder
receiving approximately $[●] more per share than if the shares were sold in the open market. We cannot assure stockholders that
they will be able to sell their shares of common stock in the open market, even if the market price per share is lower than the redemption
price stated above, as there may not be sufficient liquidity in their shares when such stockholders wish to sell their shares.
Background and Rationale for the Proposal
We are a blank check company formed for the purpose
of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
with one or more businesses. Our strategy has been to complete our initial business combination with a company that complements the experience
of our management team and can benefit from our management team’s expertise. After the closing of our IPO in February 2021
and the concurrent private placement of our units with our sponsor, a total of $200,000,000 was placed in a trust account established
for the benefit of the Company’s public stockholders, and our Board and management commenced an active search for potential business
combination targets.
As of the date of this proxy statement, our management
has reviewed over [ ] potential targets and conducted extensive due diligence for over [ ] of such targets, [ ] of which received illustrative
proposals and [ ] of which received letters of intent from us. However, we have not entered into an agreement to effect a business combination
with any of these potential targets for a variety of reasons, including, among other things: (i) the parties’ inability to
reach an agreement on valuation; (ii) our preliminary assessment of the relevant target company’s business model, customer
concentration, competitive landscape and corresponding risks to future financial performance; (iii) our preliminary assessment of
the relevant target company’s ability to execute its business and financial plans and scale its business; and (iv) alternative
options available to potential targets, such as pursuing a traditional initial public offering or waiting for the capital markets to
improve before pursuing a listing.
In particular, through our efforts to find a suitable
target for a business combination, our management has encountered material changes in the market valuations of public company transactions
since our IPO, creating divergent expectations of valuation between special purpose acquisition companies, or SPACs, like us and stockholders
of the privately owned businesses that may be interested in pursuing a business combination. Our Board believes such a divergence in
expectations will continue to persist until the Termination Date and, as a result, that we will not be able to identify, agree upon and
consummate a business combination with a suitable target that meets our criteria for a business combination at an acceptable valuation
by or before the Termination Date.
Changes in the regulatory landscape have further
affected our prospects for consummating a business combination. The SEC has proposed rules relating to, among other items, enhancing
disclosure in business combination transactions involving SPACs and private operating companies and increasing the potential liability
of certain participants in proposed business combination transactions. Our Board believes that the SEC’s proposed rules, if adopted,
whether in the form proposed or in revised form, may materially increase the time required to negotiate and complete an initial business
combination and could further impair our ability to complete an initial business combination by or before the Termination Date.
Moreover, recent legislative developments may
negatively impact our public stockholders if we are unable to consummate a business combination by or before the Termination Date. On
August 16, 2022, President Biden signed into law the IRA, which, among other things, imposes a 1% Excise Tax on any domestic corporation
that repurchases its stock after December 31, 2022. The Excise Tax is imposed on the fair market value of the repurchased stock,
with certain exceptions. Because we are a Delaware corporation and our securities trade on NYSE, we are a “covered corporation”
within the meaning of the IRA. While not free from doubt, absent any further guidance, there is significant risk that the Excise Tax
will apply to any redemptions of our public shares after December 31, 2022, including redemptions made if we are unable to consummate
a business combination by or before the Termination Date. The application of the Excise Tax to any redemptions we make after December 31,
2022 could potentially reduce the per-share amount that our public stockholders would otherwise be entitled to receive.
Our certificate of incorporation currently provides
that we have until the Termination Date to complete our initial business combination and, if we do not complete an initial business combination
by the Termination Date, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares
in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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
Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption will completely
extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the
Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Our Board believes that the current provisions
of our certificate of incorporation described above were included to protect our stockholders from having to sustain their investment
for an unreasonably long period if we were unable to find a suitable initial business combination target prior to the Termination Date.
However, even though our Board has determined that it is very unlikely that we would be able to complete a business combination before
the Termination Date, our certificate of incorporation does not permit us to return the funds in the trust account to the public stockholders
by way of liquidating the trust account until after the Termination Date, and the public stockholders are limited in their ability to
exercise their redemption rights.
The purpose of this proposal is to, among other
things, change the Termination Date to the Accelerated Termination Date such that (i) the public stockholders may elect to redeem
all or a portion of their public shares in exchange for their pro rata portion of the funds held in the trust account in connection with
the approval of this proposal, without having to wait for approximately another one to four months to do so while continuing to earn
minimal interest, if any, on the funds during such waiting period; (ii) we will be obligated to redeem all remaining issued and
outstanding public shares not redeemed in the voluntary redemption as promptly as reasonably possible but not more than ten business
days after the Accelerated Termination Date, which we refer to as the mandatory redemption, which will ensure that all of the public
shares will be redeemed by us before we potentially become subject to the Excise Tax; (iii) if such approval has not already been
obtained, subject to the approval of our Board and our remaining stockholders after completion of the mandatory redemption, dissolve
and liquidate as promptly as reasonably possible after completion of the mandatory redemption, which will allow us to return the funds
to our public stockholders sooner without any deductions for the Excise Tax and enable these stockholders to deploy such returned funds
as they see fit; and (iv) the trustee shall commence liquidation of the trust account promptly following the Accelerated Termination
Date. Notwithstanding stockholder approval of the Charter Amendment Proposal, our Board will retain the right to abandon and not implement
the amendment to our certificate of incorporation at any time without any further action by our stockholders.
We would also plan to voluntarily delist our shares
of common stock from NYSE as soon as practicable after completion of the mandatory redemption, subject to the rules of NYSE and
our certificate of incorporation, as amended.
The Termination Charter Amendment Proposal also
removes the requirement that we have minimum net tangible assets of at least $5,000,001. This is a protective provision that is intended
to ensure that the Company complies with Rule 419 under the U.S. Securities Act of 1933. A failure to comply could,
among other things, result in the Company being unable to maintain the listing for its securities on any national securities exchange.
The Board believes that a decision by stockholders to approve the Termination Charter Amendment Proposal obviates the need for such compliance
and, in fact, could have the unintended consequences of frustrating a liquidation and dissolution that was otherwise sought by stockholders.
The Termination Charter Amendment Proposal further
provides that we may remove up to $100,000 of interest earned on the trust account for dissolution expenses prior to redeeming the public
shares in connection with the special meeting.
We currently expect that we would implement the
Termination Charter Amendment and Trust Amendment Proposal if we have not entered into a letter of intent or definitive agreement for
an initial business combination by the date of the special meeting, and that we would otherwise implement the Extension Charter Amendment,
although the Board would have the discretion to implement the Termination Charter Amendment and Trust Amendment Proposal in any event.
Proposed Amendment to Our Certificate of Incorporation
To change the Termination Date to the Accelerated
Termination Date, we must amend Article IX of our certificate of incorporation. The text of the proposed amendment to Article IX
of our certificate of incorporation is included in Annex B attached to this proxy statement.
If the amendment is approved by our stockholders,
we intend to file an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware as soon as practicable
after the special meeting adjourns, at which time the amendment will become effective. Thereafter, because we do not anticipate being
able to complete an initial business combination by the Accelerated Termination Date, we will be obligated to complete the redemption
of all the remaining issued and outstanding public shares that were not redeemed in the voluntary redemption as promptly as reasonably
possible, but not more than ten business days after the Accelerated Termination Date, at a per-share price, payable in cash, equal to
the aggregate amount on deposit in the trust account as of the Accelerated Termination Date (after taking into account the voluntary
redemption), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided
by the number of the remaining issued and outstanding public shares after completion of the voluntary redemption. As of the Accelerated
Termination Date, all remaining issued and outstanding public shares (after taking into account the voluntary redemption) will be deemed
cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of
these remaining public shares upon presentation of their respective share certificates or other delivery of their shares to the transfer
agent. Beneficial owners of such public shares held in “street name,” however, will not need to take any action in order
to receive the redemption amount. Upon the completion of the mandatory redemption, the public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any) will be extinguished.
If the amendment is not approved by our stockholders,
and a business combination is not completed on or before the Termination Date, then as contemplated by and in accordance with our certificate
of incorporation, upon the Termination Date, we will (i) (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100%
of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 Corporation but net of taxes payable, by (B) the total number of then outstanding Offering Shares, which redemption
will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and
(iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
Further, if the Termination Charter Amendment
Proposal is not approved, no redemption will be completed until the Termination Date, which redemption may be subject to the Excise Tax
that could reduce the per-share amount that our public stockholders would otherwise be entitled to receive.
Vote Required
The approval of this proposal requires the affirmative
vote of the holders of at least a majority of our outstanding shares of common stock. Abstentions and broker non-votes will have the
same effect as a vote AGAINST this proposal.
The adoption of this proposal is conditional on
the approval of the Trust Amendment Proposal.
As of the record date, [●], 2022, our sponsor
and our directors and officers are entitled to vote 21.5% of our issued and outstanding shares of common stock. We expect that all of
such shares will be voted in favor of this proposal.
Board Recommendation
THE BOARD RECOMMENDS A
VOTE “FOR” THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO CHANGE THE DATE BY WHICH WE MUST CONSUMMATE OUR INITIAL BUSINESS
COMBINATION.
HOWEVER, THE BOARD MAKES
NO RECOMMENDATION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
Interests of the Sponsor and Our Officers and Directors
When you consider the recommendation of the Board,
you should keep in mind that Bite’s executive officers and members of the Board have interests that may be different from, or in
addition to, your interests as a stockholder. These interests include, among other things:
|
● |
If the Extension Charter Amendment
Proposal is not approved and we do not consummate a business combination by February 17, 2023 as contemplated by our IPO prospectus
and in accordance with our charter, the 4,970,000 shares of common stock held by Bite officers, directors and affiliates, which were
acquired prior to the IPO for an aggregate purchase price of approximately $25,000, will be worthless (as the holders have waived
liquidation rights with respect to such shares), as will the 550,000 private units that were acquired simultaneously with the IPO
and over-allotment by our sponsor for an aggregate purchase price of $5,500,000. Such common stock and warrants had an aggregate
market value of approximately $[●] based on the last sale price of Bite’s common stock and warrants of $[●] and
$[●], respectively, on NYSE on [●], 2022; |
|
● |
In connection with the IPO, our
sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced
by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted
for or products sold to the Company; |
|
● |
All rights specified in Bite’s
charter relating to the right of officers and directors to be indemnified by Bite, and of Bite’s officers and directors to
be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the
business combination is not approved and Bite liquidates, Bite will not be able to perform its obligations to its officers and directors
under those provisions; |
|
● |
None of Bite’s executive officers
or directors has received any cash compensation for services rendered to Bite. All of the current members of Bite’s Board are
expected to continue to serve as directors at least through the date of the special meeting and may continue to serve following any
potential business combination and receive compensation thereafter; |
|
● |
Bite’s officers, directors,
initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection
with certain activities on Bite’s behalf, such as identifying and investigating possible business targets and business combinations.
These individuals have negotiated the repayment of any such expenses upon completion of Bite’s initial business combination.
However, if Bite fails to obtain the Extension and consummate a business combination, they will not have any claim against the trust
account for reimbursement. Accordingly, Bite will most likely not be able to reimburse these expenses if the proposed business combination
is not completed. Although as of the record date, Bite’s officers, directors, initial stockholders and their affiliates had
not incurred any unpaid reimbursable expenses, they may incur such expenses in the future; and |
|
● |
Bite has entered into an Administrative
Services Agreement with our sponsor, pursuant to which, Bite pays $10,000 per month for office space, utilities and secretarial support.
Upon the earlier of completion of a business combination or liquidation, Bite will cease paying these monthly fees. Accordingly,
our sponsor may receive payments in excess of the 18 payments originally contemplated, if the Extension Charter Amendment Proposal
is implemented. |
Exercise of Voluntary Redemption Rights
Upon the approval of this proposal, any public
stockholder may request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount on
deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. As
of the record date, this would amount to a redemption price of approximately $[●] per public share. However, the proceeds deposited
in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public
stockholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally anticipated
due to such claims. We anticipate that the funds to be distributed to the public stockholders electing to redeem their common stock in
the voluntary redemption will be distributed promptly after the adjournment of the special meeting.
In connection with tendering your shares for redemption,
you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004-1561,
Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares
to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which
election would likely be determined based on the manner in which you hold your shares.
Holders who intend to exercise their redemption rights in connection
with the voluntary redemption are requested to complete the procedures described above prior to 5:00 p.m., Eastern time, on [●],
2022 (two business days before the meeting) in order for their shares of common stock to be redeemed pursuant to such voluntary redemption
rights.
Certificates that have not been tendered in accordance
with these procedures at least two business days prior to the special meeting will not be redeemed for cash.
If you hold your public shares in “street
name,” you will have to coordinate with your bank, broker or other nominee to have the shares of common stock you beneficially
own re-registered in your name and delivered electronically.
Holders of our units must elect to separate the
underlying public shares and the warrants prior to exercising redemption rights with respect to the public shares. If you hold units
in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units
into the underlying public shares and warrants, or if a holder holds units registered in its, his or her own name, the holder must contact
the transfer agent directly and instruct the transfer agent to do so. Your broker, bank or other nominee may have an earlier deadline
by which you must provide instructions to separate the units into the underlying public shares and warrants in order to exercise redemption
rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary.
Any request for voluntary redemption, once made
by a public stockholder, may be withdrawn at any time prior to the approval of the Termination Charter Amendment Proposal, or the voluntary
redemption withdrawal deadline. If you deliver your shares for voluntary redemption to our transfer agent and later decide not to elect
redemption, you may, prior to the voluntary redemption withdrawal deadline, request that our transfer agent return the shares to you
(either physically or electronically). Our transfer agent will be required to honor any such requests only if made prior to the voluntary
redemption withdrawal deadline. After this time, a request for voluntary redemption may not be withdrawn unless our Board determines
(in its sole discretion) to permit the withdrawal of such redemption request, which it may do in whole or in part. Such a request must
be made by contacting our transfer agent.
Any corrected or changed written exercise of redemption
rights in connection with the voluntary redemption must be received by our transfer agent prior to the deadline for exercising redemption
requests in connection with the voluntary redemption and, thereafter, prior to the voluntary redemption withdrawal deadline. Requests
for such redemption may not be honored unless the certificate (if any) representing the holder’s shares has been delivered (either
physically or electronically) to our transfer agent prior to 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the
meeting).
If a public stockholder properly makes a request
for voluntary redemption, such public stockholder’s shares of common stock are delivered as described above and the Termination
Charter Amendment Proposal and the Trust Amendment Proposal are approved and implemented, then we will redeem such shares of common stock
for a pro rata portion of funds deposited in the trust account, including interest earned on the funds held in the trust account to pay
our taxes (less up to $100,000 of interest to pay dissolution expenses), calculated as of two business days prior to the special meeting.
Thereafter, such public stockholder will no longer own the shares of common stock so redeemed.
In addition, if the Termination Charter Amendment
Proposal is approved and implemented, and because we do not anticipate being able to complete an initial business combination by the
Accelerated Termination Date, we will be obligated to complete the redemption of all the remaining issued and outstanding public shares
that were not redeemed in the voluntary redemption as promptly as reasonably possible, but not more than ten business days after the
Accelerated Termination Date, at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as
of the Accelerated Termination Date (after taking into account the voluntary redemption), including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number of the remaining issued and outstanding
public shares after completion of the voluntary redemption. As of the Accelerated Termination Date, all remaining issued and outstanding
public shares (after taking into account the voluntary redemption) will be deemed cancelled and will represent only the right to receive
the redemption amount. The redemption amount will be payable to the holders of these remaining public shares upon presentation of their
respective share certificates (if any) or other delivery of their shares to our transfer agent. Beneficial owners of such public shares
held in “street name,” however, will not need to take any action in order to receive the redemption amount. Upon the completion
of the mandatory redemption, the public stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any) will be extinguished.
Impact on Outstanding Warrants
There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by the
Termination Date or, if this proposal is approved, the Accelerated Termination Date.
THE TRUST AMENDMENT
PROPOSAL
On [●], 2022, our board of directors voted to approve, and to
recommend that our stockholders approve, an amendment to our investment management trust agreement, dated February 11, 2021, with
Continental Stock Transfer & Trust Company, as trustee, to change the date on which the trustee must commence liquidation of
the trust account established in connection with our initial public offering to the Accelerated Termination Date. After the closing of
our initial public offering in February 2021 and the concurrent private placement, a total of $200,000,000 was placed in the trust
account for the benefit of our public stockholders. The balance of the trust account as of June 30, 2022 was $200,286,272.
The trustee’s role is subject to the terms and conditions of
the Trust Agreement. The Trust Agreement currently provides that the trustee shall commence liquidation of the trust account only after
and promptly after receipt of , and only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached as either Exhibit A or Exhibit B of the Trust Agreement,
signed on behalf of the Company and, in the case of a Termination Letter in a form substantially similar to that attached as Exhibit A
of the Trust Agreement, jointly acknowledged and agreed to by EarlyBirdCapital, Inc. (the “Representative”), and
complete the liquidation of the Trust Account and distribute the Property (as defined in the Trust Agreement) in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee within the period of time (the “Last Date”) provided in the Company’s
Certificate of Incorporation, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B of the Trust Agreement and distributed to the Public Stockholders of record as of the Last
Date.
Background and Rationale for the Proposal
For the reasons discussed under “The Termination Charter Amendment
Proposal—Background and Rationale for the Proposal,” our board of directors has concluded that we do not anticipate being
able to identify, agree upon and consummate a business combination with a suitable target that meets our criteria for a business combination
at an acceptable valuation by or before the Termination Date, that changes in the regulatory landscape have further affected our prospects
for consummating a business combination, and that recent legislative developments may negatively impact our public stockholders or the
sponsor and our directors and officers if we are unable to consummate a business combination by or before the Termination Date.
Our board of directors believes that the current provisions of the
Trust Agreement described above were included to protect our stockholders from having to sustain their investment for an unreasonably
long period if we were unable to find a suitable initial business combination target prior to the Termination Date. However, even though
our board of directors has determined that it is very unlikely that we would be able to complete a business combination before the Termination
Date, the Trust Agreement does not permit us to return the funds in the trust account to the public stockholders by way of liquidating
the trust account until after the Termination Date, and the public stockholders are limited in their ability to exercise their redemption
rights.
The purpose of this proposal is to change the Termination Date to
the Accelerated Termination Date such that the trustee shall commence liquidation of the trust account promptly following the Accelerated
Termination Date.
We currently expect that we would implement the Termination Charter
Amendment and Trust Amendment Proposal if we have not entered into a letter of intent or definitive agreement for an initial business
combination by the date of the special meeting, and that we would otherwise implement the Extension Charter Amendment, although the Board
would have the discretion to implement the Termination Charter Amendment and Trust Amendment Proposal in any event.
Proposed Amendment to the Trust Agreement
To change the Termination Date to the Accelerated Termination Date,
we intend to amend the applicable provisions of the Trust Agreement. A copy of the proposed amendment to the Trust Agreement is attached
to this proxy statement as Annex C.
Vote Required
The approval of this proposal requires the affirmative vote of the
holders of at least a majority of our outstanding shares of common stock. Abstentions and broker non-votes will have the same effect
as a vote AGAINST this proposal.
In addition, each of this proposal and the Termination Charter Amendment
Proposal is cross-conditioned on the approval of each other. Due to this cross-conditionality, if the Trust Amendment Proposal is not
approved, no redemption will be completed until the Termination Date, which redemption may be subject to the Excise Tax that could reduce
the per-share amount that our public stockholders would otherwise be entitled to receive.
As of the record date, [●], 2022, our sponsor and our directors
and officers are entitled to vote 21.5% of our issued and outstanding shares of common stock. We expect that all of such shares will
be voted in favor of this proposal.
Board Recommendation
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
AMENDMENT OF THE TRUST AGREEMENT TO CHANGE THE DATE ON WHICH THE TRUSTEE MUST COMMENCE LIQUIDATION OF THE TRUST ACCOUNT.
Interests of the Sponsor and Our Officers and Directors
When you consider the recommendation of our board of directors, you
should be aware that, aside from their interests as stockholders, our sponsor and our officers and directors have interests that differ
from the interests of other stockholders generally. Our board of directors was aware of and considered these interests, among other matters,
in recommending to our stockholders that they approve this proposal. When deciding whether to approve this proposal, our stockholders
should take into account the interests of our sponsor and our directors and officers identified above in the section titled “The
Termination Charter Amendment Proposal—Interests of the Sponsor and Our Officers and Directors.”
THE
DIRECTOR PROPOSAL
At the special meeting, shareholders are being
asked to re-elect one director to the Board to serve as the first class of directors.
Prior to our IPO, the Board was divided into three
classes: the class I director, the class II directors and the class III directors. The original class I director stands elected for a
term expiring at the Company’s first annual meeting, the original class II directors stand elected for a term expiring at the Company’s
second annual meeting and the original class III directors stand elected for a term expiring at the Company’s third annual meeting.
Commencing at the first annual meeting, and then at each following annual meeting, directors elected to succeed those directors whose
terms expire are elected for a term of office to expire at the second annual meeting following their election. Directors whose terms
expire at an annual meeting may also be re-elected for a further two-year period if nominated by the Board.
As the special meeting is in lieu of the Company’s
2022 annual meeting (being the Company’s first annual meeting since its IPO), the terms of the current class I director, Alberto Ardura González, will expire at the special meeting. However, the Board has nominated
such individual for re-appointment as class I director, to hold office until the second annual meeting of stockholders following this
special meeting, or until his successor is elected and qualified.
Unless you indicate otherwise, shares represented
by executed proxies in the form enclosed will be voted to re-elect Alberto Ardura González
unless such individual is unavailable, in which case such shares will be voted for a substitute nominee designated by the Board.
We have no reason to believe that either nominee will be unavailable or, if elected, will decline to serve.
For a biography of Alberto Ardura González, please see the section entitled “Management.”
Required Vote
Approval of the Director
Proposal requires a plurality of the votes of Bite’s shares present (in person or by proxy) at the special meeting for each of
the director nominees. You may vote for or withhold your vote for all, or any, of the nominees.
All of Bite’s directors,
executive officers and their affiliates are expected to vote any shares owned by them in favor of each of the directors named in the
Director Proposal. On the record date, directors and executive officers of Bite and their affiliates beneficially owned and were entitled
to vote 5,520,000 shares of common stock representing approximately 21.5% of Bite’s issued and outstanding shares of common stock.
Recommendation of the Board
The Board recommends
that you vote “FOR” the election of the nominee named above.
THE
AUDITOR PROPOSAL
We are asking our shareholders to ratify the selection
by our Audit Committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2022. The Audit Committee is directly responsible for appointing the Company’s independent registered
public accounting firm. The Audit Committee is not bound by the outcome of this vote. However, if the shareholders do not direct, in
the manner set forth herein, the ratification of the selection of Marcum LLP to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022, our Audit Committee intends to reconsider the selection of Marcum
LLP as the company’s independent registered public accounting firm.
Marcum LLP has audited our financial statements
for the fiscal year ended December 31, 2021. Representatives of Marcum LLP have been invited to but are not expected to be present
at the special meeting.
The firm of Marcum LLP,
or Marcum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Marcum for services
rendered.
Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements
and services that are normally provided by Marcum in connection with regulatory filings. During the period from September 29, 2020
(inception) through December 31, 2021, fees for our independent registered public accounting firm were $109,380 for the services
Marcum performed in connection with our IPO and the audit of our December 31, 2021 consolidated financial statements included in
this report.
Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During
the period from September 29, 2020 (inception) through December 31, 2021, our independent registered public accounting firm
did not render assurance and related services related to the performance of the audit or review of consolidated financial statements.
Tax
Fees. We did not pay Marcum for tax planning and tax advice during the period from September 29, 2020 (inception) through
December 31, 2021.
All
Other Fees. We did not pay Marcum for other services during the period from September 29, 2020 (inception) through December 31,
2021.
Our audit committee has and will pre-approve all
auditing services and permitted non-audit services to be performed for us by Marcum LLP, including the fees and terms thereof
(subject to the de minimus exceptions for non-audit services described in the Exchange Act which are approved by the audit
committee prior to the completion of the audit). The audit committee may form and delegate authority to one or more of its members
when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of
such members to grant pre-approvals shall be presented to the audit committee at its next scheduled meeting.
Required Vote
The resolution to ratify the selection by our
Audit Committee of Marcum LLP to serve as the Company’s independent registered public accounting firm requires the vote of a majority
of the shares present (in person or by proxy) and voting on the matter at the special meeting.
Recommendation
The Board recommends that you vote “FOR”
the ratification of the selection by our Audit Committee of Marcum LLP to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022.
THE
ADJOURNMENT PROPOSAL
We are asking you to approve one or more adjournments
of the special meeting from time to time, if requested by the chairman of the special meeting. For example, the chairman of the special
meeting may request that the special meeting be adjourned to, among other things, solicit additional proxies to vote in favor of any
one or more of the Charter Amendment Proposals, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal, in the
event that there are insufficient votes at the time of the special meeting to establish a quorum or approve any one or more of the Charter
Amendment Proposals, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal.
By the Adjournment Proposal, we are also asking
you to authorize the holder of any proxy solicited by our Board to vote in favor of adjourning the meeting, and any adjournments or postponements
thereof, to another time and place. If our stockholders approve the Adjournment Proposal, the special meeting (or any adjournment thereof)
may be adjourned to a later date and time and we may use the additional time to, among other things, solicit additional proxies in favor
of the Charter Amendment Proposals, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal, including the solicitation
of proxies from any of our stockholders that have previously voted against any such proposal. Among other things, approval of the Adjournment
Proposal could mean that, even if we had received proxies representing a sufficient number of votes against any one or more of the Charter
Amendment Proposals, the Trust Amendment Proposal, the Director Proposal or the Auditor Proposal to defeat any such proposal, the special
meeting could be adjourned in order to seek to convince the holders of those shares to change their votes to votes in favor of any one
or more of the Charter Amendment Proposals, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal.
If the meeting is adjourned, stockholders who
have already submitted their proxies will be able to revoke them at any time prior to their use. Our Board believes that if the number
of shares of our common stock present in person or represented by proxy at the special meeting and voting in favor of the Charter Amendment
Proposals, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal is not sufficient to adopt such proposal, it
is in the best interests of our stockholders to enable us to continue to seek to obtain a sufficient number of additional votes to adopt
the Charter Amendment Proposals, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal.
Vote Required
The Adjournment Proposal must be approved by at
least a majority of the votes cast by the holders of shares of our common stock present at the special meeting (in person or by proxy)
and entitled to vote thereon at the special meeting.
As of the record date, [ ], 2022, our sponsor
and our directors and officers are entitled to vote approximately 21.5% of the voting power of our issued and outstanding shares of common
stock. We expect that all of such shares will be voted in favor of the Adjournment Proposal.
Recommendation of the Board
The Board recommends
that you vote “FOR” the Adjournment Proposal.
MANAGEMENT
Directors and Executive Officers
Our current directors and
executive officers are listed below.
Name | |
Age | |
Title |
Rafael Felipe de Jesús
Aguirre Gómez | |
64 | |
Chairman of the Board |
Alberto Ardura González | |
60 | |
Chief Executive Officer and Director |
Axel Molet Warschawski | |
42 | |
Chief Financial Officer |
Randall Hiatt | |
73 | |
Director |
Joseph C. Essa | |
64 | |
Director |
Julia A. Stewart | |
67 | |
Director |
Rafael
Felipe de Jesús Aguirre Gómez, who has served as our Chairman since our inception, is an entrepreneur with over
35 years of experience in food and beverage operations, real estate, entertainment, retail and broadcasting. Mr. Aguirre is
the founder, CEO and Chairman of Mera Corporation (“Mera”). He founded Mera in 1991, which is an international food and beverage
operator headquartered in Cancun, Mexico, that operates over 150 restaurant locations in five different countries. Mera began operating
a franchise of Pat O’Brien, which served over 3,000 guests daily. Following this endeavor, Mr. Aguirre rapidly incorporated
other franchises into Mera’s growing brand portfolio. His growth into airports proved pivotal, as he expanded Mera’s operations
into 17 airports, in five countries: Mexico, U.S. (Burbank and Raleigh), Colombia, Ecuador and Panama and Mexican cruise ports. Today,
Mera successfully and diligently operates more than 40 brands in these venues, including Wolfgang Puck, Guy Fieri, Margaritaville, Starbucks’s,
Panda, Johnny Rocket’s, and Bubba Gump, among other highly successful international brands. With over 3,000 employees, Mera serves
more than 55 million passengers per year at the airports where it operates. Prior to founding Mera, Mr. Aguirre was an
executive at Grupo Radio Centro, S.A.B. de C.V., one of Mexico’s largest broadcasting companies, where he eventually became Vice
President of the group’s production company and then headed the group’s entertainment and tourism ventures, including a hotel
and shopping center. As a board member and trust overseer of the family trust of Grupo Radio Centro, S.A.B. de C.V., Mr. Aguirre
also participated in the company’s initial public offering in the Mexican Stock Exchange (Bolsa Mexicana de Valores) and
the NYSE. Mr. Aguirre currently serves as Chairman of the Yucatan Peninsula Division of the National Advisory Council of CitiBanamex
(the Mexican division of Citibank) and serves as Honorary Consul for India in the state of Quintana Roo, Mexico. He also is a member
of the board of trustees of Fundación FUNED and Fundación Ciudad de la Alegria. Mr. Aguirre previously served as Chairman
of Nacional Financiera, Quintana Roo Chapter (a Mexican development bank), Chairman of the founding board of trustees of Universidad
Anahuac in Cancun, member of the board of trustees of the Red Cross in Quintana Roo and Vice President of the Business Council in Quintana
Roo. Mr. Aguirre has been recognized for his philanthropic endeavors to support health, poverty relief and education.
Alberto
Ardura González, who has served as our Chief Executive Officer since our inception and serves on our board of directors,
has more than 35 years of experience in the financial industry and has advised numerous companies on M&A transactions and on
structuring and underwriting public and private issuances of equity and debt. From 2002 to 2009, Mr. Ardura was the Chief Country
Manager and Head of Fixed Income Currencies and Commodities at Merrill Lynch Mexico, S.A. de C.V., the leading investment bank in Mexico
at the time. In 2009, Mr. Ardura joined Deustsche Bank, A.G. in New York City as Head of Latin America Capital Markets and Treasury
Solutions, advising over 350 clients in raising several hundred billion dollars in debt and equity financing in the public and private
markets, as well as advising several clients in restructurings transactions. During such time, Mr. Ardura also was also responsible
for Deutsche Banks’s local operations in Brazil, Mexico, Chile, Perú and Argentina, and was a member of Deutsche Bank’s
Global Emerging Markets Committee, Latin America Investment Committee, and Americas Investment Banking Executive Committee. He was later
appointed as Vice Chairman of Corporate Finance for Latin America. From 2017 to 2019, he was a Managing Director leading the Latin America
Investment Banking and Client Coverage division at Nomura Securities. Inc. In 2019, Mr. Ardura founded his own advisory firm,
Pier A Capital Solutions, Inc., focusing on M&A and private debt and equity financing transactions for clients across Latin
America. Mr. Ardura has served on several boards of directors including Banca Promex, S.A. de C.V., Valores Finamex, S.A. de C.V.
Merrill Lynch México, Casa de Bolsa, S.A. de C.V. He currently serves on the board of directors of Eric Kayser Mexico, S.A.P.I.
de C.V. He is also founder and director of the Coscomate Hospitality Group, LLC, with operations in the U.S., Mexico, and Spain, where
Mr. Ardura has gained extensive knowledge of the restaurant industry. We believe Mr. Ardura’s knowledge of the U.S. capital
markets and institutional investors will help us to structure, negotiate and execute an initial business combination.
Axel
Molet Warschawski, who has served as our Chief Financial Officer since our inception, has been a finance and private equity
executive for over 15 years. In 2013, he joined Mera, where he currently serves as Executive Vice President, supervising all the
support areas, including finance and administration, human resources, IT and legal. Mr. Molet also serves as Executive Vice
President of Sonec Inmobiliaria, a subsidiary of Mera that operates Mera’s real estate division. Prior to joining Mera and Sonec
Inmobiliaria, Mr. Molet worked at Nexxus Capital, one of Mexico’s largest private equity funds, where he was actively involved
in its private equity investments, including deal sourcing, due diligence, negotiations, structuring and operating and selling portfolio
companies. During this period, he also directly worked in some of the portfolio companies, including Grupo Sports World, a leading operator
of family fitness clubs in Mexico and Harmon Hall Holding, one of Mexico’s leading English language teaching companies.
Randall
Hiatt, one of our independent directors, has been involved in the restaurant industry for over 40 years. Mr. Hiatt
is the founder of Fessel International, Inc., an international restaurant consulting firm founded in 1988 with offices in in Sierra
Madre, California and an affiliated office in Tokyo, Japan. He was President of Fessel International from its inception until 2014 and
is still providing advice to the firm. Fessel International advises restaurants in business strategies and planning for major projects,
concept development, site selection, operational analysis and marketing research. Fessel International’s past and present clients
include Walt Disney Company, PF Chang, Fleming’s Steakhouse, Peabody Hotels, Maxim’s Restaurants (Hong Kong), Mall of America,
The Stafford Hotel London, Nando´s (South Africa), Paramount Studios and Parks, and the City of San Antonio. During Mr. Hiatt’s
tenure at Fessel International, he worked on projects involving thousands of restaurants in over 60 countries, from fast food to fine
dining. His expertise and consulting projects focus on strategic planning, operational analysis and refinement, marketing research, real
estate growth strategies, market entry analysis and corporate optimization. Mr. Hiatt’s prior experience includes twelve years
working for the Walt Disney Company in restaurant operations, financial analysis and project development during which, among other things,
he oversaw the complete restaurant development for EPCOT Center and Tokyo Disneyland. From 1983 to 1988, he was the Vice President of
Food and Beverage for the 800-unit Grace Restaurant Company and Vice President of Operations for its successor, Restaurant Enterprises
where he operated over fifty restaurants in multiple states. Mr. Randall is a board member of Palmas Restaurants in Orlando, Florida,
and Senior Advisor to Mera and Samchully America, which owns hotels and restaurants in Southern California. He is a former Board Member
of Ruby’s Diner, Fatburger and R.W. Smith, a restaurant design and supply company. He is also a former director of the Florida
Restaurant Association.
Joseph
C. Essa, one of our independent directors, is one of the most prestigious and experienced restaurant CEOs in the U.S. with
more than two decades experience as founder, investor, operator and executive in the restaurant industry. He has deep knowledge of brands,
chefs and trends in the restaurant industry. Mr. Essa has successfully operated fast casual, casual and fine dining restaurants
in demanding markets in the U.S. including New York, Las Vegas, and Los Angeles, as well as in several major international cities such
as Tokyo, Shanghai, and Dubai. Currently, Mr. Essa serves as President & CEO of MKM Hospitality Group. Mr. Essa has
also served as the President and CEO of the Thomas Keller Restaurant Group, a collection of luxury, fine and casual dining restaurants,
as the President and CEO of Wolfgang Puck Worldwide, , and is a past chair of the National Restaurant Association. Mr. Essa has
extensive experience in directing and building global restaurants and related consumer product brands and is an expert in restaurant
growth strategy. Mr. Essa is an innovative leader who prides himself in taking a collaborative approach to work culture. He is a
Certified Public Accountant, who graduated from Boston College with a Bachelor of Science in accounting and finance.
Julia
A. Stewart is one of our independent directors. Over the course of her career, Ms. Stewart has been instrumental
in building global businesses and developing strong brands. Ms. Stewart has served as the Chair and Chief Executive Officer of Alurx, Inc.,
a specialty products company focused on health and wellness, since January 2020 and since 2003 has served on the board of directors
of Avery Dennison Corporation (NYSE: AVY), a multi-national Fortune 500 company. She has also served on the board of directors of Fogo
de Chao restaurants since 2017. In 2001 she became the Chief Executive Officer of IHOP restaurants, where she participated in the $2.4 billion
acquisition of Applebee’s, a leading casual dining chain where she was previously the President. She continued as Chief Executive
Officer and Chair of the combined company, Dine Brands Global, Inc. (formerly DineEquity, Inc.) (NYSE: DIN) until 2017. With
over 3,700 restaurants in 22 countries, 250,000 team members and $9 billion in system sales as of 2016, Dine Brands Global, Inc.
became the largest sit-down restaurant company in the world. She has advised a wide number of private equity and investment banking firms,
including Rhone Capital on their acquisition of Fogo de Chao restaurants. Ms. Stewart’s leadership experience also includes
positions in operations, franchising and marketing with Taco Bell, Stuart Anderson Black Angus, Burger King and Carl’s Jr. Ms. Stewart
is a founding member of the Women’s Foodservice Forum in 2008 she was listed as one of Fortune Magazine’s 50 Most Powerful
Women in the U.S. and was the recipient of Nations’ Restaurant News “Operator of the Year” in 2005 and 2015. Ms. Stewart
graduated, with honors, from the San Diego State University with a bachelor’s degree in Communications and has an Honorary Doctorate
in Business from Johnson and Wales University.
Our Board is divided
into three classes with only one class of directors being elected on each year and each class serving a three-year term. The term
of office of the first class of directors, consisting of Mr. Ardura, will expire on our first annual meeting of stockholders. The
term of office of the second class of directors, consisting of Mr. Essa and Ms. Stewart, will expire on the second annual meeting
of stockholders. The term of office of the third class of directors, consisting of Mr. Hiatt and Mr. Aguirre, will expire on
the third annual meeting of stockholders.
Family Relationships
Rafael Felipe de Jesús
Aguirre Gómez is the father in law of Axel Molet Warschawski.
Director Independence
The NYSE listing standards
require that a majority of our Board be independent within one year of our IPO. An “independent director” is defined
generally as a person that, in the opinion of the Board, has no material relationship with the listed company (either directly or as
a partner, shareholder or officer of an organization that has a relationship with the company). Currently, Mr. Hiatt, Mr. Essa,
Mr. González Bernal and Ms. Stewart are each considered an “independent director” under the NYSE listing
rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual
having a relationship, which, in the opinion of the company’s Board would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director.
Any affiliated transactions
will be on terms no less favorable to us than could be obtained from independent parties. Our Board will review and approve all affiliated
transactions with any interested director abstaining from such review and approval.
Committees of the Board of Directors
Our Board has three
standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which
is composed solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the
composition and responsibilities described below. The charter of each committee is available on our website.
Audit Committee
The members of our audit
committee are Mr. Essa, Mr. Hiatt and Ms. Stewart. Mr. Essa serves as chairman of the audit committee.
Each member of the audit
committee is financially literate and our Board has determined that Mr. Essa qualifies as an “audit committee financial expert”
as defined in applicable SEC rules and has accounting or related financial management expertise.
We have adopted an audit
committee charter, which details the purpose and principal functions of the audit committee, including:
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assisting board oversight of (1) the integrity
of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s
qualifications and independence, and (4) the performance of our internal audit function and independent auditors; |
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the appointment, compensation, retention, replacement,
and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
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pre-approving all audit and non-audit services to be
provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval
policies and procedures; |
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reviewing and discussing with the independent auditors
all relationships the auditors have with us in order to evaluate their continued independence; |
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setting clear hiring policies for employees or former
employees of the independent auditors; |
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setting clear policies for audit partner rotation in
compliance with applicable laws and regulations; |
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obtaining and reviewing a report, at least annually,
from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any
material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or
investigation by governmental or professional authorities, within the preceding five years respecting one or more independent
audits carried out by the firm and any steps taken to deal with such issues; |
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meeting to review and discuss our annual audited financial
statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures
under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
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reviewing and approving any related party transaction
required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
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reviewing with management, the independent auditors,
and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators
or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements
or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting
Standards Board, the SEC or other regulatory authorities. |
Compensation Committee
The members of our compensation
committee are Mr. Hiatt, Mr. Essa and Ms. Stewart . Mr. Essa serves as chairman of the compensation committee.
We have adopted a compensation
committee charter, which details the purpose and responsibilities of the compensation committee, including:
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reviewing and approving on an annual basis the corporate
goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s
performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive
Officer based on such evaluation; |
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reviewing and making recommendations to our Board with
respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our
other officers; |
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reviewing our executive compensation policies and plans; |
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implementing and administering our incentive compensation
equity-based remuneration plans; |
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assisting management in complying with our proxy statement
and annual report disclosure requirements; |
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approving all special perquisites, special cash payments
and other special compensation and benefit arrangements for our officers and employees; |
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producing a report on executive compensation to be
included in our annual proxy statement; and |
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reviewing, evaluating and recommending changes, if
appropriate, to the remuneration for directors. |
The charter also provides
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal
counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation
committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.
Nominating and Corporate Governance
Committee
The members of our nominating
and corporate governance committee are Mr. Essa, Mr. Hiatt and Ms. Stewart. Mr. Essa serves as chair of the nominating
and corporate governance committee.
We have adopted a nominating
and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance
committee, including:
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identifying, screening and reviewing individuals qualified
to serve as directors, consistent with criteria approved by the board, and recommending to the Board candidates for nomination for
election at the annual meeting of stockholders or to fill vacancies on the Board; |
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developing and recommending to the Board and overseeing
implementation of our corporate governance guidelines; |
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coordinating and overseeing the annual self-evaluation
of the Board, its committees, individual directors and management in the governance of the company; and |
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reviewing on a regular basis our overall corporate
governance and recommending improvements as and when necessary. |
The charter will also
provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate,
any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees
and other retention terms.
We have not formally
established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general,
in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional experience,
knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests
of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director
candidates for nomination to our Board.
Code of Ethics, Corporate Governance Guidelines
and Committee Charters
We have adopted a Code
of Ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. We have filed
a copy of our Code of Ethics, our Audit Committee Charter, our Compensation Committee Charter and our Nominating and Corporate Governance
Committee Charter as exhibits to our registration statement for our IPO. You may review these documents by accessing our public filings
at the SEC’s web site at www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics
in a Current Report on Form 8-K.
Our Board has also adopted
Corporate Governance Guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework
within which our Board and its committees operate. Copies of our Corporate Governance Guidelines, our Code of Ethics, our Audit Committee
Charter, our Compensation Committee Charter and our Nominating and Corporate Governance Committee Charter are available on our corporate
website. The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated
by reference into this report.