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, 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 November 20, 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 SEPTEMBER 30, 2023

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

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

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

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

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 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	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	28

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BITE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	(Unaudited)
	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash	$	720	$	86,517
Prepaid expenses		21,250		38,905
Prepaid income taxes		50,106		—
Total current assets		72,076		125,422
Investment held in Trust Account		30,304,791		30,293,789
Total assets	$	30,376,867	$	30,419,211

Liabilities, redeemable shares and stockholders’ deficit:
Current liabilities:
Accounts payable and accrued expenses	$	2,190,052	$	258,394
Excises taxes payable		12,598		—
Franchise tax payable		108,600		—
Income taxes payable		—		426,867
Due to related party		317,857		227,857
Convertible promissory note at fair value - related party		844,783		332,553
Total current liabilities		3,473,890		1,245,671
Deferred tax liability		269,686		50,914
Private warrant liability		16,500		16,500
Total liabilities		3,760,076		1,313,085

Commitments

Common stock subject to possible redemption, 2,878,178 and 2,998,815 shares outstanding at September 30, 2023 and December 31, 2022, respectively, at redemption value		30,246,297		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 September 30, 2023 and December 31, 2022 (excluding shares subject to possible redemption of 2,878,178 and 2,998,815, respectively)		564		564
Additional paid-in capital		2,005,948		3,657,675
Accumulated deficit		(5,636,018)		(4,419,035)
Total stockholders’ deficit		(3,629,506)		(760,796)
Total liabilities, redeemable shares and stockholders’ deficit	$	30,376,867	$	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 Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Operating expenses:
Formation and operating costs	$	458,193	$	199,261	$	2,496,215	$	738,046
Franchise tax		35,800		50,000		108,600		150,000
Loss from operations		(493,993)		(249,261)		(2,604,815)		(888,046)

Other income
Investment income from Trust		361,609		885,025		686,112		1,159,936
Change in fair value of private warrants		5,500		8,250		—		129,250
Change in fair value of convertible promissory notes		363,121		142,690		1,041,770		197,325
Total other income		730,230		1,035,965		1,727,882		1,486,511

Net income (loss) income before provision for income taxes		236,237		786,704		(876,933)		598,465
Provision for income taxes		144,676		164,977		340,050		172,323
Net income (loss)	$	91,561	$	621,727	$	(1,216,983)	$	426,142

Basic and diluted weighted average Common Stock subject to redemption		2,930,629		20,000,000		2,975,837		20,000,000
Basic and diluted net income (loss) income per Common Stock	$	0.01	$	0.02	$	(0.14)	$	0.02

Basic and diluted weighted average Common Stock		5,640,000		5,640,000		5,640,000		5,640,000
Basic and diluted net income (loss) income per Common Stock	$	0.01	$	0.02	$	(0.14)	$	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

(UNAUDITED)

For the Three and Nine Months Ended September 30, 2023

Additional

Total

Common Stock

Paid-in

Accumulated

Stockholders’

Shares

Amount

SEC Form 10-Q filed by Bite Acquisition Corp.