United States securities and exchange commission logo
February 5, 2021
Alberto Ardura Gonz lez
Chief Executive Officer
Bite Acquisition Corp.
30 West Street, No. 28F
New York, NY 10004
Re: Bite Acquisition
Corp.
Registration
Statement on Form S-1
Filed January 25,
2021
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 2,
2021
File No. 333-252406
Dear Mr. Ardura Gonz lez:
We have reviewed your registration statement, as amended, and have
the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1. The exclusive forum
provision in Section 12.1 of your form of amended and restated
certificate of
incorporation filed as Exhibit 3.2 indicates that it will not apply to suits
brought to enforce any
duty or liability created by the the Securities Act. However, your
disclosure on pages 37
and 87 states that the provision will not apply to any action arising
under the Securities
Act, as to which the Court of Chancery and the federal district court
for the District of
Delaware shall have concurrent jurisdiction. Please revise your
prospectus disclosure
or your form of amended and restated certificate of incorporation to
address this
discrepancy.
Alberto Ardura Gonz lez
Bite Acquisition Corp.
February 5, 2021
Page 2
2. Please provide a legality opinion with respect to the shares underlying
the warrants to be
offered under the registration statement. In that regard, we note that
you have included
such shares in the registration fee table.
You may contact Wei Lu, Staff Accountant, at 202-551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584
with any other
questions.
Sincerely,
FirstName LastNameAlberto Ardura Gonz lez
Division of
Corporation Finance
Comapany NameBite Acquisition Corp.
Office of Energy &
Transportation
February 5, 2021 Page 2
cc: Jason Simon, Esq.
FirstName LastName