UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended September 30, 2022

☐ 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 No.)

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

(212) 608-2923

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, par value $0.0001 per share and one-half of one warrant	BITE.U	The New York Stock Exchange
Common stock, par value $0.0001 per share	BITE	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	BITE WS	The New York Stock Exchange

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022, there were 25,640,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

BITE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022


TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	3

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021	4

	Unaudited Condensed Statements of Changes in Stockholders’ (Deficit)/Equity for the three and nine months ended September 30, 2022 and 2021	5

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BITE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	Unaudited		Audited
Assets
Current assets:
Cash	$	256,488	$	89,393
Prepaid expenses		128,384		410,322
Total current assets		384,872		499,715
Investment held in Trust Account		200,845,193		200,011,361
Total assets	$	201,230,065	$	200,511,076

Liabilities, redeemable shares and stockholders’ deficit:
Current liabilities:
Accounts payable and accrued expenses	$	156,069	$	270,485
Franchise tax payable		24,600		128,085
Income taxes payable		172,323		—
Due to related party		197,857		107,857
Convertible promissory note at fair value - related party		377,675		—
Total current liabilities		928,524		506,427

Private warrant liability		16,500		145,750
Total liabilities		945,024		652,177

Commitments

Common stock subject to possible redemption, 20,000,000 shares at September 30, 2022 and December 31, 2021 redemption value		200,648,270		200,000,000

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,640,000 shares issued and outstanding at both September 30, 2022 and December 31, 2021 (excluding 20,000,000 shares subject to possible redemption)		564		564
Additional paid-in capital		4,620,938		5,269,208
Accumulated deficit		(4,984,731)		(5,410,873)
Total stockholders’ deficit		(363,229)		(141,101)
Total liabilities, redeemable shares and stockholders’ deficit	$	201,230,065	$	200,511,076

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BITE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Operating expenses:
Formation and operating costs	$	199,261	$	157,578	$	738,046	$	418,546
Franchise tax		50,000		21,163		150,000		72,620
Loss from operations		(249,261)		(178,741)		(888,046)		(491,166)

Other expenses
Investment income from Trust		885,025		3,021		1,159,936		7,342
Change in fair value of private warrants		8,250		35,200		129,250		95,700
Change in fair value of convertible promissory notes		142,690		—		197,325		—
Total other expenses		1,035,965		38,221		1,486,511		103,042

Net income (loss) before provision for income taxes		786,704		(140,520)		598,465		(388,124)
Provision for income taxes		164,977		—		172,323		—
Net income (loss) after taxes	$	621,727	$	(140,520)	$	426,142	$	(388,124)

Basic and diluted weighted average Common Stock subject to redemption		20,000,000		20,000,000		20,000,000		16,470,588
Basic and diluted net income (loss) per Common Stock	$	0.02	$	(0.01)	$	0.02	$	(0.02)

Basic and diluted weighted average Common Stock		5,640,000		5,640,000		5,640,000		3,955,331
Basic and diluted net income (loss) per Common Stock	$	0.02	$	(0.01)	$	0.02	$	(0.02)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BITE ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT)/EQUITY

(UNAUDITED)

For the Three and Nine Months Ended September 30, 2022

Additional

Total

Common Stock

Paid-in

Accumulated

Stockholders’

Shares

Amount

Capital

Deficit

Equity

Balance as of December 31, 2021

5,640,000

564

5,269,208

(5,410,873)

(141,101)

SEC Form 10-Q filed by Bite Acquisition Corp.