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

June 30, 2023

☐ 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.)

720 N. State Street
Chicago, IL		60654
(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	NYSE American LLC
Common stock, par value $0.0001 per share	BITE	NYSE American LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	BITE WS	NYSE American LLC

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 August 21, 2023, there were 8,518,178 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 JUNE 30, 2023


TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	3

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022	4

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022	5

	Unaudited Condensed Statements of Cash Flows for the three and six months ended June 30, 2023 and 2022	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BITE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	Unaudited		Audited
Assets
Current assets:
Cash	$	9,302	$	86,517
Prepaid expenses		80,214		38,905
Prepaid income taxes		18,526		—
Total current assets		108,042		125,422
Investment held in Trust Account		31,002,996		30,293,789
Total assets	$	31,111,038	$	30,419,211

Liabilities, redeemable shares and stockholders’ deficit:
Current liabilities:
Accounts payable and accrued expenses	$	1,943,465	$	258,394
Franchise tax payable		72,800		—
Income taxes payable		—		426,867
Due to related party		287,857		227,857
Convertible promissory note at fair value - related party		793,904		332,553
Total current liabilities		3,098,026		1,245,671
Deferred tax liability		193,430		50,914
Private warrant liability		22,000		16,500
Total liabilities		3,313,456		1,313,085

Commitments

Common stock subject to possible redemption, 2,998,815 shares at both June 30, 2023 and December 31, 2022, at redemption value		30,948,722		29,866,922

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 June 30, 2023 and December 31, 2022 (excluding 2,998,815 shares subject to possible redemption, for both periods)		564		564
Additional paid-in capital		2,575,875		3,657,675
Accumulated deficit		(5,727,579)		(4,419,035)
Total stockholders’ deficit		(3,151,140)		(760,796)
Total liabilities, redeemable shares and stockholders’ deficit	$	31,111,038	$	30,419,211

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

Table of Contents

BITE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating expenses:
Formation and operating costs	$	1,160,719	$	262,375	$	2,038,022	$	538,785
Franchise tax		36,700		50,000		72,800		100,000
Loss from operations		(1,197,419)		(312,375)		(2,110,822)		(638,785)

Other expenses
Investment income from Trust		321,221		262,000		324,503		274,911
Change in fair value of private warrants		2,750		74,250		(5,500)		121,000
Change in fair value of convertible promissory notes		463,138		20,649		678,649		54,635
Total other expenses		787,109		356,899		997,652		450,546

Net (loss) income before provision for income taxes		(410,310)		44,524		(1,113,170)		(188,239)
Provision for income taxes		150,117		7,346		195,374		7,346
Net loss	$	(560,427)	$	37,178	$	(1,308,544)	$	(195,585)

Basic and diluted weighted average Common Stock subject to redemption		2,998,815		20,000,000		2,998,815		20,000,000
Basic and diluted net (loss) income per Common Stock	$	(0.06)	$	0.00	$	(0.15)	$	(0.01)

Basic and diluted weighted average Common Stock		5,640,000		5,640,000		5,640,000		5,640,000
Basic and diluted net (loss) income per Common Stock	$	(0.06)	$	0.00	$	(0.15)	$	(0.01)

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

(UNAUDITED)


	For the Three and Six Months Ended June 30, 2023
				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2022	5,640,000	$	564	$	3,657,675	$	(4,419,035)	$	(760,796)

Remeasurement of shares subject to possible redemption	—		—		(267,064)		—		(267,064)

Net loss	—		—		—		(748,117)		(748,117)

Balance as of March 31, 2023	5,640,000	$	564	$	3,390,611	$	(5,167,152)	$	(1,775,977)

Remeasurement of shares subject to possible redemption	—		—		(814,736)		—		(814,736)

Net loss	—		—		—		(560,427)		(560,427)

Balance as of June 30, 2023	5,640,000	$	564	$	2,575,875	$	(5,727,579)	$	(3,151,140)

For the Three and Six Months Ended June 30, 2022

Additional

Total

SEC Form 10-Q filed by Bite Acquisition Corp.