Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On February 10, 2022, Bite Acquisition Corp. (the "Company") issued an unsecured
promissory note (the "Note") in the principal amount of up to $350,000 to Smart
Dine LLC (the "Sponsor"), a significant stockholder of the Company, which may be
drawn down from time to time prior to the Maturity Date (defined below) upon
request by the Company. The Note does not bear interest and the principal
balance will be payable on the date on which the Company consummates its initial
business combination (such date, the "Maturity Date"). In the event the Company
consummates its initial business combination, the Sponsor has the option on the
Maturity Date to convert all or any portion of the principal outstanding under
the Note into that number of units ("Working Capital Units") equal to the
portion of the principal amount of the Note being converted divided by $10.00,
rounded up to the nearest whole number. The terms of the Working Capital Units,
if any, would be identical to the terms of the private placement units issued by
the Company at the time of its initial public offering (the "IPO"), as described
in the prospectus for the IPO dated February 11, 2021 and filed with the U.S.
Securities and Exchange Commission, including the transfer restrictions
applicable thereto. The Note is subject to customary events of default, the
occurrence of certain of which automatically triggers the unpaid principal
balance of the Note and all other sums payable with regard to the Note becoming
immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Promissory Note issued in favor of Smart Dine LLC, dated February
10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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