BITE ACQUISITION CORP. Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On
The Company has determined to modify the terms of the potential Extension, to
provide that the amount of the Extension Payment would be an amount determined
by multiplying
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as described in this Current Report on Form 8-K. These disclosures should be read in connection with the definitive proxy statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the definitive proxy statement, the information set forth herein shall supersede or supplement the information in the definitive proxy statement. Defined terms used but not defined herein have the meanings set forth in the definitive proxy statement and all page references are to pages in the definitive proxy statement. The Company makes the following amended and supplemental disclosures:
1. Certain disclosure on page 1 of the Notice of Special Meeting and page 1 of
the definitive proxy statement is hereby amended and restated to read as
follows:
? a proposal to amend the Company's amended and restated certificate of
incorporation, which we refer to as the "charter," in the form set forth in
Annex A to the accompanying proxy statement, which we refer to as the
"Extension Charter Amendment" and such proposal the "Extension Charter
Amendment Proposal," to extend the date by which the Company has to consummate
an initial business combination (the "Business Combination") from
2023 (the "Termination Date") to
date to consummate an initial business combination on a monthly basis for up
to six times by an additional one month each time after the Termination Date,
until
Date, or such earlier date as determined by our board of directors (the
"Board"), unless the closing of the Company's initial business combination
shall have occurred, which we refer to as the "Extension," and such later
date, the "Extended Date," provided that
its affiliates or permitted designees) will deposit into a trust account
established for the benefit of the Company's public stockholders (the "Trust
Account") an amount determined by multiplying
shares then outstanding, up to a maximum of
extension unless the closing of the Company's initial business combination
shall have occurred (the "Extension Payment") in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business
combination; 2
2. Certain disclosure on page 1 of the Notice of Special Meeting and page 1 of
the definitive proxy statement is hereby amended and restated to read as
follows:
If both the Extension Charter Amendment and the Termination Charter Amendment are approved at the special meeting, our Board will have the discretion to implement either the Extension Charter Amendment or the Termination Charter Amendment (or neither). Furthermore, our Board may choose not to implement the Extension Charter Amendment if, after the voluntary redemption of public shares in connection with the Special Meeting, the Board deems the amount then on deposit in the Trust Account is insufficient for the Company to continue pursuing and/or closing an initial business combination. Specifically, the approval of the Charter Amendments will give our Board discretion to either:
? extend the date by which the Company has to consummate a business combination
for up to an additional six months, from
2023, or such earlier date as determined by the Board, provided that the
sponsor (or its affiliates or permitted designees) will deposit into the Trust
Account an amount determined by multiplying
shares then outstanding, up to a maximum of
extension until
Proposal; or
3. Certain disclosure on page 3 of the definitive proxy statement is hereby
amended and restated to read as follows:
If the Extension Charter Amendment Proposal is approved and implemented, our
sponsor or its affiliates or designees has agreed to loan to us an amount
determined by multiplying
4. Certain disclosure on page 1 of "Questions and Answers About the Special
Meeting" of the definitive proxy statement is hereby amended and restated to
read as follows:
? a proposal to amend Bite's charter to extend the date by which Bite has to
consummate a business combination to the Extended Date, provided that the
sponsor (or its affiliates or permitted designees) will deposit into the Trust
Account an amount determined by multiplying
5. Certain disclosure on page 7 of of the definitive proxy statement under the
"Questions and Answers About the Special Meeting" section is hereby amended
and restated to read as follows, and the table following the revised paragraph
below is deleted in its entirety:
If the Extension Charter Amendment Proposal is approved and the Board decides to
implement the Extension Charter Amendment Proposal, the sponsor or its
affiliates or permitted designees have agreed to contribute to the Company a
loan referred to herein as the Extension Payment in the amount determined by
multiplying
Charter Extension
% of Redemptions at Shares Redeemed at contribution
Extension Extension per Share per month
25 % 1,530,495 $ 0.0167
40 % 2,448,792 $ 0.0208
50 % 3,060,990 $ 0.0250
60 % 3,673,188 $ 0.0313
75 % 4,591,485 $ 0.0500
85 % 5,203,683 $ 0.0833
3
6. Certain disclosure on page 16 of the definitive proxy statement under the
"Background" section is hereby amended and restated to read as follows:
? extend the date by which the Company has to consummate a business combination
for up to an additional six months, from
2023, or such earlier date as determined by the Board, provided that the
sponsor (or its affiliates or permitted designees) will deposit into the Trust
Account an amount determined by multiplying
shares then outstanding, up to a maximum of
extension until
Proposal; or
7. Certain disclosure on page 19 of of the definitive proxy statement under the
"The Extension Charter Amendment Proposal" section is hereby amended and
restated to read as follows, and the table following the revised paragraph
below is deleted in its entirety:
If the Extension Charter Amendment Proposal is approved and the Board decides to
implement the Extension Charter Amendment Proposal, the sponsor or its
affiliates or permitted designees have agreed to contribute to the Company a
loan referred to herein as the Extension Payment in the amount determined by
multiplying
Charter Extension
% of Redemptions at Shares Redeemed at contribution
Extension Extension per Share per month
25 % 1,530,495 $ 0.0167
40 % 2,448,792 $ 0.0208
50 % 3,060,990 $ 0.0250
60 % 3,673,188 $ 0.0313
75 % 4,591,485 $ 0.0500
85 % 5,203,683 $ 0.0833
8. Certain disclosure on page A-1 of Annex A of the definitive proxy statement is
hereby amended and restated to read as follows:
4. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:
(b) Immediately after the Offering, a certain amount of the net offering
proceeds received by the Corporation in the Offering (including the proceeds of
any exercise of the underwriters' over-allotment option) and certain other
amounts specified in the Corporation's registration statement on Form S-1, as
initially filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release, datedDecember 5, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5
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