UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40055

BITE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		85-3307316
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

30 West Street, No. 28F
New York, NY 10004
(Address of principal executive offices)
(Zip Code)

(212) 608-2923

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.0001 par value per share	BITE	The New York Stock Exchange
Warrants to purchase one share of common stock	BITE.WS	The New York Stock Exchange
Units, each consisting of one share of common stock and one-half of one redeemable warrant	BITE.U	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definite proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 2021, based upon the closing price of $9.67 of the Registrant's Class A common stock as reported on the New York Stock Exchange, was approximately $193.4 million. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

As of March 31, 2022, there were 25,640,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

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TABLE OF CONTENTS

		Page
	PART I	3

Item 1.	Business	4
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	42
Item 2.	Properties	42
Item 3.	Legal Proceedings	42
Item 4.	Mine Safety Disclosures	42
	PART II	43

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	[Reserved]	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8.	Financial Statements and Supplementary Data	48
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	48
Item 9A.	Controls and Procedures	48
Item 9B.	Other Information	49
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	49
	PART III	50

Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 11.	Executive Compensation	55
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
Item 13.	Certain Relationships and Related Transactions, and Director Independence	57
Item 14.	Principal Accountant Fees and Services	59
	PART IV

Item 15.	Exhibits and Financial Statement Schedules	60
Item 16.	Form 10-K Summary	61
SIGNATURES		62

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PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Annual Report on Form 10-K (this “Annual Report”) are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses and the financial services and financial technology industries;

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our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties; or

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our financial performance.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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ITEM 1. BUSINESS

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, which we refer to throughout this Annual Report as our initial business combination. 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, which we refer to throughout this Annual Report as our Target Sector. We will seek to capitalize on the significant experience of our management team and advisor group in consummating an initial business combination with the goal of pursuing attractive returns for our stockholders.

On February 17, 2021, we completed an initial public offering (the “Offering,” or the “IPO”) 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.

Our Management Team and Advisors

Our management team members have significant experience in structuring deals and optimizing traditional and non-traditional restaurant operations, selecting the real estate locations they believe will best serve such restaurant operations and identifying growing brands, developing or scaling new brands or taking advantage of the best, cutting edge technology available for the industry. The members of our team have a long track record of operating restaurants successfully and delivering consistent positive results to its shareholders. Collectively, they possess a wide-ranging set of competencies, in relation with the North American traditional and non-traditional restaurant industry, as well as a deep knowledge of how to structure deals and financial transactions, all resulting in an extensive track record of growth and creation of value.

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Our Chairman, Rafael Felipe de Jesús Aguirre Gómez 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.

Our Chief Executive Officer and director, Alberto Ardura González, 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.

Our Chief Financial Officer, Axel Molet Warschawski, 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.

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Randall Hiatt is one of our independent directors. He 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 Corporation. 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 is one of our independent directors. Mr. Essa 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.

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German González Bernal, an advisor of ours, is a seasoned entrepreneur with unique recognition in the restaurant industry through-out North America. Mr. González is a well-rounded businessman with more than 30 years developing operating and managing profitable cross-industry businesses, both in Mexico and in the U.S. He was the founding partner, lead investor and operator of several owned successful concepts of traditional and non-traditional restaurants since 1994, until their acquisition in 2018 by Areas, a Spanish company and one of the largest non-traditional restaurant operators in Europe and Latin America. In 2014, Mr. González was one of the founders of and currently chairs Coscomate Hospitality Group, LLC, recognized today as one of the best in class restaurant hospitality groups in Mexico with operations also in the U.S. and Spain. Coscomate Hospitality Group, LLC operated premium brands such as Maison Kayser in Mexico and Spain, Carmela y Sal, an awarded casual dining restaurant with Chef Gaby Ruiz in Mexico City, and Tzuco with Chef Carlos Gaytan in Chicago, Illinois. Mr. González understands the trends and dynamics of the North American restaurant industry as he is one of only 30 members of the board of directors of the National Restaurant Association of the United States, as well as Vice President of the Mexican National Chamber of the Restaurants. Mr. González has public markets experience, as the CEO of Latin-American operations of Colfax Corporation (NYSE: CFX) between 2010 and 2013. He held courses as professor at the Universidad Panamericana in Mexico City, and the Center of Superior Studies of San Angel for hospitality (CESSA), also in Mexico City.

We believe our management team and advisor bring the set of expertise and skills necessary to identify and execute our initial business combination and will enhance our ability to execute upon various value creation initiatives after the successful completion of our initial business combination.

Business Strategy

Our business strategy is to focus on brands that have robust development potential in national and international markets, and that have product offerings suitable for multi-generational and diverse ethnic palettes. We will look for a company or companies with strong and effective business practices in place and support the existing management team to accelerate growth with the additive experience and relationships from our management team and advisor. Our management team has broad and differentiated experience with all restaurant operational formats, national and international market development and the related finance, accounting, inventory management, marketing, real estate, consumer product and technology strength, providing the ability to grow any targeted acquisition.

Our management team members are experienced owners, directors, operators, financiers and advisors with deep experience driving growth to its companies and clients. They have significant experience in structuring deals and optimizing traditional and non-traditional restaurant operations, selecting the real estate locations they believe will best serve such restaurant operations and identifying growing brands, developing or scaling new brands or taking advantage of the best, cutting edge technology available for the industry. Our development approach will be to support and enhance efficiencies in operations, manufactured product, distribution, shared overhead services and media penetration. Our management team has long standing and broad real estate development relationships to facilitate efficient and thoughtful expansion.

Our team’s philosophy is based on brand building rooted in the fundamentals of consistent warm and gracious service, operational integrity, thorough staff training and the targeted use of social media and technology advances to build lasting customer loyalty. We are also very financially astute in restaurant economics and discipline, and fully understand the role of guest and staff safety in the COVID-19 environment and beyond.

We intend to combine with a business that currently has moved, or is easily adaptable, to new approaches to customer communications and ordering, understands the dynamics of serving customers at its restaurants and at home, and has adopted new guest-facing and control/systems technologies. We will also look for traditional, well-maintained restaurants brands with strong growth potential.

In the current business climate, our goal is to identify a company that can benefit from added leadership expertise, broader access to capital markets and technology, and is at the inflection point where high growth is required in its upcoming operational phase.

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Our Criteria

Consistent with our business strategy and the market opportunities, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating combination opportunities, although we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines.

We intend to seek to acquire companies that fit the following criteria:

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Restaurant companies that are performance leaders in their market segment, whether it is traditional or non-traditional. Restaurant performance leaders are identified by above average sales per unit, strong profit per unit, excellent return on investment ratio, market share/consumer acceptance and/or organizational strength.

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Companies that have apparent and accessible growth opportunities, either through organic growth or acquisition.

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A proven concept(s) in multiple marketplaces and/or trade areas, and strong brand recognition.

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Ready to benefit from additional avenues of capital access, technology, and from our leadership team’s expertise in profitably growing businesses, finding operational efficiencies and broad knowledge of the restaurant industry.

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Using or quickly adaptable to proven technologies that drive sales and operating results.

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Has an enterprise value in the $400-$850 million range or higher at the time of the business combination: and

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Will provide an attractive return on investment for our shareholders.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines, and criteria that our management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (the “SEC”).

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience.

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers, or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view.

Members of our management team will directly or indirectly own founder shares and/or private units following the offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to our initial business combination.

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Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability complete our business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Our officers and independent directors have agreed not to become officers or directors of any other special purpose acquisition company that has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by February 17, 2023.

Initial Business Combination

The NYSE listing rules require that we must consummate an initial business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. If our securities are not listed on NYSE after the offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on NYSE at the time of our initial business combination.

We anticipate structuring our initial business combination so that the post transaction company in which our public stockholders’ own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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Status as a Public Company

We believe that our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for our shares of common stock or for a combination of our shares of common stock and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us. Furthermore, once the business combination is consummated, the target business will have effectively become a public company, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees. While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding warrants, which may represent a source of future dilution.

Financial Position

With funds in the trust account of approximately $200,000,000 available to use for a business combination (assuming no stockholder seeks conversion of their public shares or seeks to sell their shares to us in any tender offer in relation to such business combination and before payment of a fee to EarlyBirdCapital of $7,000,000), we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financing, and there can be no assurance that it will be available to us.

Effecting our Initial Business Combination

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following the offering. We intend to utilize cash derived from the proceeds of the offering and the private placement of private units, our capital stock, debt or a combination of these in effecting a business combination which has not yet been identified. Accordingly, investors in the offering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

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Selection of a target business and structuring of our initial business combination

Subject to our management team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses other than as described above under the caption “Our Criteria.” In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:

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financial condition and results of operation;

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growth potential;

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brand recognition and potential;

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experience and skill of management and availability of additional personnel;

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capital requirements;

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competitive position;

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barriers to entry;

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stage of development of the products, processes or services;

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existing distribution and potential for expansion;

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degree of current or potential market acceptance of the products, processes or services;

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proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

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impact of regulation on the business;

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regulatory environment of the industry;

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costs associated with effecting the business combination;

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industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

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macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.

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The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Lack of business diversification

We may seek to effect a business combination with more than one target business, although we expect to complete our business combination with just one business. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

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result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Limited ability to evaluate the target’s management team

Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While it is pos

SEC Form 10-K filed by Bite Acquisition Corp.