Smart Dine Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smart Dine, LLC

(Last) (First) (Middle)

720 N. STATE STREET

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bite Acquisition Corp. [ BITE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.0001 per share	06/27/2024		J(1)		520,000	A	(1)	5,450,001	D(5)
Common stock, par value $0.0001 per share	06/27/2024		J(2)		150,000	A	(2)	5,600,001	D(5)
Common stock, par value $0.0001 per share	06/27/2024		J(3)		3,306,385	D	(3)	2,293,616	D(5)
Common stock, par value $0.0001 per share	06/28/2024		D(4)		2,293,616	D	(4)	0	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$11.5	06/27/2024		J(1)		260,000		07/28/2024	06/28/2029	Common Stock	260,000	(1)	260,000	D(5)
Warrants	$11.5	06/27/2024		J(2)		75,000		07/28/2024	06/28/2029	Common Stock	75,000	(2)	335,000	D(5)
Warrants	$11.5	06/27/2024		J(3)			104,000	07/28/2024	06/28/2029	Common Stock	104,000	(3)	231,000	D(5)
Warrants	$11.5	06/28/2024		D(4)			231,000	07/28/2024	06/28/2029	Common Stock	231,000	(4)	0	D(5)

Explanation of Responses:

1. In connection with the consummation of the business combination (the "Business Combination") by and among the Issuer, Above Food Ingredients Inc. ("TopCo"), Above Merger Sub, Inc. ("Merger Sub"), and Above Food Corp. ("Above Food"), pursuant to that certain business combination agreement, dated as of April 29, 2023 (as amended on March 12, 2024, the "Business Combination Agreement"), 520,000 private units held by the Reporting Person were separated into 520,000 shares of common stock, par value $0.0001, of the Issuer (the "Common Stock") and 260,000 warrants, with each whole warrant exercisable for one share of common stock of the Issuer (the "Warrants").

2. In connection with the consummation of the Business Combination and pursuant to an amended and restated promissory note dated as of June 27, 2024, by and between the Issuer and the Reporting Person (the "Note"), $1,500,000 of the principal balance outstanding under the Note was converted to 1,500,000 units of the Issuer (the "Working Capital Units") at the conversion price of $10.00 per unit, with each unit consisting of one share of Common Stock and one-half of one Warrant. The Working Capital Units were subsequently separated into 150,000 shares of Common Stock and 75,000 Warrants.

3. In connection with the consummation of the Business Combination, the Reporting Person transferred an aggregate of 3,306,385 shares of Common Stock and 104,000 Warrants of the Issuer to certain third parties as payment of services.

4. Disposed in exchange for common shares and warrants of TopCo in connection with the consummation of the Business Combination.

5. The securities are held directly by the Reporting Person and indirectly by Alberto Ardura Gonzalez, as the manager of the Reporting Person. Alberto Ardura Gonzalez disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Jason T. Simon, Attorney-in-Fact	07/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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