NEW
YORK, Dec. 5, 2022 /PRNewswire/ -- Bite
Acquisition Corp. (NYSE: BITE.U, BITE, BITE.WS) (the "Company")
today announced that it will amend and supplement its definitive
proxy statement on Schedule 14A initially filed with the U.S.
Securities and Exchange Commission on November 23, 2022 in connection with the special
meeting of the stockholders of the Company to be held on
December 15, 2022 (the "Special
Meeting"). The Company has determined to modify the terms of the
potential Extension (as defined in the definitive proxy statement)
to provide that the amount of the Extension Payment (as defined in
the definitive proxy statement) would be an amount determined by
multiplying $0.05 by the number of
public shares outstanding following any redemptions of public
shares effected in connection with the Special Meeting, up to a
maximum of $150,000, instead of the
fixed amount of $250,000 per month
described in the definitive proxy statement. Accordingly, the
Company is voluntarily amending and supplementing the definitive
proxy statement to amend and clarify, among other things, the
Extension Charter Amendment Proposal (as defined in the definitive
proxy statement) such that the extension of the date by which the
Company has to consummate an initial business combination from
February 17, 2023 to August 17, 2023 on a monthly basis for up to six
times, is subject to the deposit of Smart Dine, LLC (the "sponsor")
(or its affiliates or permitted designees) into the trust account
an amount determined by multiplying $0.05 by the number of public shares then
outstanding, up to a maximum of $150,000 for each such one-month extension unless
the closing of the Company's initial business combination shall
have occurred, in exchange for a non-interest bearing, unsecured
promissory note payable upon consummation of a business
combination.
The Company further announced that if stockholders approve a
proposed amendment (the "Termination Charter Amendment Proposal")
to its Amended and Restated Certificate of Incorporation (the
"Charter") and a proposed amendment to its investment management
trust agreement (the "IMTA Proposal" and together with the
Termination Charter Amendment Proposal, the "Early Termination
Proposals"), dated February 11, 2021,
with Continental Stock Transfer & Trust Company (the "Trust
Agreement"), at the Special Meeting, and if the board of directors
of the Company (the "Board") decides to implement the Early
Termination Proposals and not the Extension Charter Amendment
Proposal, the Company will redeem all of its outstanding shares of
Class A common stock (the "public shares"), effective as of the
close of business on December 22,
2022 (the "Redemption Date"), because the Company will not
complete an initial business combination within the time period
required by its Charter, as amended pursuant to the Charter
Amendment Proposal, if approved by the Company's stockholders (the
"Amended Charter").
There can be no assurance that the Company's stockholders will
approve the Early Termination Proposals at the Special Meeting, and
if such approval is not obtained the Company will redeem the public
shares pursuant to the terms of its Charter and the existing Trust
Agreement, or, if stockholders approve the "Extension Charter
Amendment Proposal") to the Charter at the Special Meeting (such
amended charter, the "Extension Charter Amendment"), and if the
Board decides to implement the Extension Charter Amendment
Proposal, the Company will redeem the public shares pursuant to the
terms of the Extension Charter Amendment and the existing Trust
Agreement.
Pursuant to the Charter, the Company has until February 17, 2023 to consummate an initial
business combination. If the Company has not completed an initial
business combination within the applicable required time, the
Company 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 public 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 Company but
net of taxes payable, by (B) the total number of then outstanding
public 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 Company's obligations
under the DGCL to provide for claims of creditors and other
requirements of applicable law.
The per-share redemption price for the public shares is expected
to be approximately $10.00 (the
"Redemption Amount") on the Redemption Date, assuming the Company's
stockholders approve the Early Termination Proposals at the Special
Meeting. In accordance with the terms of the Trust Agreement, the
Company expects to retain interest earned on the funds deposited in
the trust account to pay the Company's tax obligations.
Pursuant to the Amended Charter, $100,000 of interest earned on the funds
deposited in the trust account will be removed from the trust
account prior to redeeming the public shares in order to pay
dissolution expenses.
As of the close of business on the Redemption Date, assuming
that a sum sufficient to redeem the public shares has been
irrevocably deposited or set aside to pay the Redemption Amount for
each public share, such public shares will be deemed to no longer
be outstanding and will represent only the right to receive the
Redemption Amount for each such public share.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of public shares held in "street name,"
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants, which will expire
worthless.
If the Board decides to implement the Early Termination
Proposals and not the Extension Charter Amendment Proposal, the
Company expects that the last day of trading of its units, Class A
common stock and warrants on the New York Stock Exchange ("NYSE")
will be on or about December 16,
2022, following which, the Company expects that NYSE will
file a Form 25 with the United States Securities and Exchange
Commission (the "Commission") to delist its securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
About Bite Acquisition Corp.
Bite Acquisition Corp. is a blank check company formed as a
Delaware corporation for the
purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, reorganization, recapitalization or other similar
business combination with one or more businesses.
Forward-Looking Statements
The foregoing communication includes certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements relating to the proposed
early unwind of the Company, the estimated per-share redemption
price and timing for redemptions and delisting of the Company's
securities. These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including,
without limitation, the receipt of the requisite stockholder
approval of the Early Termination Proposals. These forward-looking
statements speak only as of the date of the foregoing
communication, and the Company expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to the
Company's business which may affect the statements made in this
communication.
Contact:
Bite Acquisition Corp.
Axel Molet Warschawski
axel@biteacquisitioncorp.com
+1 (212) 608-2923
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SOURCE Bite Acquisition Corp.