As filed with the Securities and Exchange Commission on July 18, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ABOVE FOOD INGREDIENTS INC.

(Exact name of registrant as specified in its charter)

2305 Victoria Avenue #001

Regina, Saskatchewan, S4P 0S7

306-779-2268

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated July 18, 2024.

PROSPECTUS

Above Food Ingredients Inc.

20,272,598 Common Shares

350,000 Common Shares Issuable Upon Exercise of Warrants

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of:

We will not receive any proceeds from the sale of the New Above Food Common Shares by the Selling Securityholders pursuant to this prospectus.

In connection with the Business Combination, holders of 19,949,562 Bite Common Stock exercised their right to redeem those shares for cash at a price of approximately $10.30 per share, for an aggregate redemption price of approximately $201,072,373. In addition, holders of 518,880 Bite Common Stock exercised their rights to redeem those shares for cash at a price of approximately $10.70 per share on February 13, 2024. On April 29, 2024, additional holders of 2,308,860 Bite Common Stock exericed their rights to redeem those shares for cash at price of approximately $10.91 per share. At the closing of the Business Combination, there were 27,804,607 Common Shares issued and outstanding. As of the date of this prospectus, there were 28,532,656 Common Shares issued and outstanding. The total number of Common Shares that may be offered and sold under this prospectus by the Selling Securityholders (the “Total Resale Shares”) represents a substantial percentage of the total outstanding Common Shares as of the date of this prospectus. The Total Resale Shares being offered for resale in this prospectus represent approximately 71% of our current total outstanding Common Shares. Further, certain Selling Securityholders beneficially own a significant percentage of our outstanding Common Shares. As of July 18, 2024, (i) the Above Food Holders beneficially owned, in the aggregate 10,018,936 Common Shares, representing approximately 35% of all outstanding Common Shares and (ii) the Sponsor beneficially owned 2,293,616 Common Shares, representing approximately 8% of all outstanding Common Shares. Approximately ninety (90%) percent of those Common Shares are subject to transfer restrictions set forth in the Plan of Arrangement, and the Company Warrants are subject to the Stock Escrow Agreement that expire on December 28, 2024 for non-affiliates and June 28, 2025 for affiliates of the Company. Those Common Shares and Company Warrants thereafter may be resold for so long as the registration statement, of which this prospectus forms a part, is available for use. The sale of all securities being offered in this prospectus could result in a significant decline in the public trading price of our Common Shares. Even if the current trading price of the Common Shares is at or significantly below the price at which the Bite Units were issued in the Bite IPO, some of the Selling Securityholders may still have an incentive to sell because they could still profit on sales due to the lower purchase price they paid with respect to their securities compared to public securityholders. Public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Common Shares or Company Warrants, except with respect to amounts received by us upon the exercise of the Company Warrants. Whether holders will exercise their Company Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of the Common Shares. Each Company Warrant is exercisable for one Common Share at an exercise price of $11.50. Therefore, if and when the trading price of the Common Shares is less than $11.50, we expect that holders would not exercise their Company Warrants. The last reported sales price for the Common Shares on the Nasdaq Stock Market LLC (“Nasdaq”) on July 9, 2024 was $2.33 per share. Company Warrants may not be in the money during the period they are exercisable and prior to their expiration, and the Company Warrants may not be exercised prior to their maturity, even if they are in the money, and as such, the Company Warrants may expire worthless and we may receive minimal proceeds, if any, from the exercise of Company Warrants. To the extent that any of the Company Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise. As a result, we do not expect to rely on the cash exercise of Company Warrants to fund our operations. Instead, we intend to rely on other sources of cash discussed elsewhere in this prospectus to continue to fund our operations.

We are registering the shares for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the New Above Food Common Shares. The Selling Securityholders may offer, sell or distribute all or a portion of their New Above Food Common Shares publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the New Above Food Common Shares.

We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Common Shares or Company Warrants. See “Plan of Distribution.”

The Common Shares are listed on Nasdaq under the symbol “ABVE”. On July 9, 2024, the last reported sales price of the Common Shares on Nasdaq was $2.33 per share.

We are a “foreign private issuer” as defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Additionally, Nasdaq rules allow foreign private issuers to follow home country practices in lieu of certain of Nasdaq’s corporate governance rules. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Our business and investment in our securities involves significant risks. These risks are described in the section titled “Risk Factors” beginning on page 9 of this prospectus.

None of the Securities and Exchange Commission, any state securities commission or the securities commission of any Canadian province or territory has approved or disapproved of these securities, or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ l ], 2024.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. By using a shelf registration statement, the Selling Securityholders may sell up to 20,622,598 New Above Food Common Shares (including 350,000 Common Shares issuable upon exercise of Company Warrants) from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus.

This prospectus also relates to the issuance by us of the Common Shares issuable upon the exercise of the Company Warrants. We will not receive any proceeds from the sale of Common Shares underlying the Company Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Company Warrants for cash.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

None of us or the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Securityholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

We have used, registered, and/or applied to register certain trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our name and logos are our trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Registrant,” and “New Above Food” refer to the consolidated operations of Above Food Ingredients Inc. and its subsidiaries. References to “Bite” refer to Bite Acquisition Corp. prior to the consummation of the Business Combination and references to “Above Food” refer to Above Food Corp. prior to the consummation of the Business Combination.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical facts contained in this prospectus, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described under the section in this prospectus titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following:

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in New Above Food Common Shares. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of New Above Food Common Shares could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to this Offering by the Selling Securityholders

Sales of a substantial number of New Above Food Common Shares in the public market by the Selling Securityholders and/or by our existing shareholders could cause the price of New Above Food Common Shares to fall.

The Selling Securityholders can sell, under this prospectus, up to (a) 20,622,598 New Above Food Common Shares (including 350,000 Common Shares issuable upon exercise of Company Warrants) constituting approximately 71% of our issued and outstanding New Above Food Common Shares.

Sales of a substantial number of New Above Food Common Shares in the public market by the Selling Securityholders and/or by our other existing shareholders, or the perception that those sales might occur, could depress the market price of our New Above Food Common Shares and could impair our ability to raise capital through the sale of additional shares. We are unable to predict the effect that such sales may have on the prevailing market price of our New Above Food Common Shares.

Risks Related to Our Business and Industry

References in this section of the Registration Statement to “our”, “we” and “us” are intended to refer to Above Food and its subsidiaries, unless the context indicates otherwise.

We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.

We are an early-stage food technology and food production company with a limited operating history, which may make it difficult to evaluate our current business and our prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, gaining market acceptance of the products made using novel technologies, managing a complex regulatory landscape and developing new products. These risks are exacerbated by the additional requirements, and associated costs of compliance, we face as a publicly traded company. We may also face challenges in scaling our supply chain in a cost-effective manner, as we will rely on contracting with seed production companies, seed distributors, farmers, crushers, millers, refiners, food companies and retailers, and logistics and transportation providers, in order to get our products to market. We may not be able to fully implement or execute on our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies. You should consider our business and prospects in light of the risks and difficulties we face as an early-stage company focused on developing specialized food products.

We have incurred net losses for the two preceding fiscal years, and may continue to incur losses and have a working capital deficiency as at January 31, 2024. Our recurring net losses, negative operating cash flows for prior fiscal years and violations of certain covenants under our lending arrangements raise substantial doubt about our ability to continue as a going concern.

We reported a net loss of approximately $53.3 million for the fiscal year ended January 31, 2024, a net loss of approximately $45.4 million for the fiscal year ended January 31, 2023. We had an accumulated deficit of approximately $103.9 million as of January 31, 2024 compared to an accumulated deficit of $50.6 million as of January 31, 2023. We were also in violation of certain covenant requirements under our lending arrangements related to approximately $66 million of our aggregate borrowings as of January 31, 2024. These conditions cast substantial doubt around our ability to continue as a going concern meaning that we may be unable to continue our activities for the foreseeable future and discharge liabilities in the ordinary course of operations. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Our activities and growth have historically been supplemented through private placements of equity securities and debt, however there can be no assurance the Company will be successful in obtaining further equity and debt financing nor can there be any assurance that the Company will be able to maintain the support of its current lenders, particularly as it relates to the indebtedness currently in default of restrictive covenants.

We will need to generate significant revenues to achieve profitability, and we may not be able to achieve and maintain profitability in the near future or at all, which may depress the New Above Food Common Share price. Our future success will depend, in part, on our ability to grow revenue associated with specialty-ingredient supply, sale of consumer-packaged goods, and licensing of our intellectual property. Further, over time our operating expenses and capital expenditures may increase as we hire additional employees; support our customer relationships; innovate and commercialize products; build our brand, expand our marketing channels and drive consumer adoption of our products; continue to invest to expand our production capacity through our own internal production facilities, domestically and abroad; build out our office spaces; increase our customer base, supplier network and agricultural partners; scale production across distribution channels; pursue geographic expansion; and enhance our technology and production capabilities. These efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the anticipated higher expenses. We incur significant expenses in developing our innovative products, building out our facilities, securing an adequate supply of raw materials, obtaining and storing ingredients and other products and marketing the products we offer. In addition, many of our expenses, including some of the costs associated with our existing and any future facilities, are fixed. Accordingly, we may not be able to successfully increase our revenues sufficiently to become consistently profitable and may incur significant losses for the foreseeable future.

If we are unsuccessful in our effects to become profitable, our cash balances and operating cash flow alone will be insufficient to fund our longer-term capital and liquidity needs. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. Our business plan and financing needs are subject to change depending on, among other things, the success of our efforts to grow revenue and our efforts to continue to effectively manage expenses. If we fail to achieve or maintain profitability on a quarterly or annual basis within the timeframe expected by investors, the market price of New Above Food’s Common Shares may decline.

We expect we will need to raise additional funding to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.

As of January 31, 2024, we had cash and cash equivalents of approximately $1.0 million, short-term debt of $36.0 million, bank indebtednessof $12.3 million and long-term debt of $31 million and an accumulated deficit of approximately $103.9 million. While we believe that our cash and cash equivalents on hand as of January 31, 2024 and additional funding raised in connection with the Business Combination are sufficient to meet the needs of operations, including working capital requirements, debt requirements and our currently planned capital expenditure requirements for a period of at least 12 months from the date of this Registration Statement, and assuming satisfaction of the minimum cash condition, we expect we will need to raise additional funding to achieve our strategic goals and execute our business plan.

Our business prospects are subject to risks, expenses, and uncertainties frequently encountered by emerging growth companies, including access to capital. To date, we have been funded primarily by equity and debt financings.

Attaining and maintaining profitable operations is also dependent upon future events, including maintaining and growing our relationships with farmers, specialty manufacturers, specialty ingredient sellers and retailers, expanding our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel.

We do not expect that we will be able to fund our longer-term capital and liquidity needs based on our current cash balances and operating cash flow alone. To the extent we continue to incur losses, our liquidity needs could increase. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. However, our business plan and financing needs are subject to change depending on, among other things:

We are continuously assessing our business plans and capital structure. In order to fund our longer-term capital and liquidity needs and grow our business, we expect we will need to secure additional capital, which could be through debt or equity financing and may lead to dilution of New Above Food’s shareholders. We are seeking and may continue to seek to obtain additional funds through public or private equity or debt financings or other sources, such as strategic collaborations. Although we may seek to obtain additional financing through non-dilutive means, we may be unable to do so.

Accordingly, additional financings may result in dilution to New Above Food’s shareholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than the New Above Food Common Shares, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans. We cannot guarantee that we will be able to meet existing financial covenants or that new financing will be available to us on favorable terms, or at all. Our failure to raise capital as and when needed may make it more difficult for us to operate our business or implement our growth plans and we may be required to delay, limit, reduce or terminate its agriculture, research and development activities, growth and expansion plans, establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability, any of which could have significant negative consequences for our business, financial condition and results of consolidated operations.

Increased debt levels may impair New Above Food’s ability to borrow additional capital on a timely basis to fund opportunities as they arise.

From time to time, New Above Food may enter into transactions to acquire assets or shares of other entities. These transactions may be financed in whole, or in part, with debt, which may increase New Above Food’s debt levels above standards for companies of similar size in the same industry as Above Food. Depending on future growth plans, New Above Food may require additional debt financing that may not be available or, if available, may not be available on favorable terms. New Above Food’s constating documents do not limit the amount of indebtedness that New Above Food may incur. The level of New Above Food’s indebtedness from time to time could impair New Above Food’s ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise.

We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.

The market for plant-based products is highly competitive, and we face significant direct and indirect competition in several aspects of our business. Numerous brands and products compete for limited retailer shelf space, foodservice customers and consumers. In our market, competition is based on, among other things, taste, nutritional profile, ingredients, texture, ease of integration into the consumer diet, low-carbohydrate, low-sugar, high fiber and protein, lack of cholesterol, soy, gluten and genetic engineering (“GMOs”), convenience, price and promotion tactics, brand awareness and loyalty among customers, media spending, product variety and packaging, access to major retailer shelf space and retail locations, access to major foodservice outlets and integration into menus, innovation and intellectual property protection for products and branding. Mergers and acquisitions in the plant science, specialty food ingredient, and agricultural biotechnology and seed industries may result in the further concentration of resources among a smaller number of our competitors.

Most of our competitors have substantially greater financial, technical, marketing, sales, distribution, supply chain infrastructure, and other resources than we do, such as larger research and development staff, more experienced marketing, manufacturing, and supply chain organizations and more well-established sales forces. As a result, we may be unable to compete successfully against our current or future competitors, which may result in price reductions, reduced margins and/or reduced market share for our products. We expect to continue to face significant competition in the markets in which we operate and in which we intend to commercialize our products.

Many of our competitors engage in ongoing research and development, and technological developments by our competitors could render our products less competitive or obsolete, resulting in reduced sales compared to our expectations. Our ability to compete effectively and to achieve commercial success depends in part on our ability to control manufacturing and marketing costs, effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to customers, and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.

From time to time, certain companies that are potential competitors of ours may seek new traits or trait development technologies and may seek to license our technology for such purposes. We have entered into such licensing arrangements and may enter into similar arrangements in the future. Some of these companies may have significantly greater financial resources than we do and may compete with our business, which could enable such competitors to use our technologies to develop their own products that would compete with our products.

We also anticipate increased future competition as new companies, including large multinational companies who are established in the food industry and have significantly greater resources and operations than us, enter the market and new technologies become available. Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by our competitors that are more effective or that enable them to develop and commercialize products more quickly, more efficiently or with lower expense than we do. Our ability to generate revenues from the commercialization of our products may be limited or prevented if for any reason our technology becomes obsolete or uneconomical relative to that of our competitors’ technologies.

We also compete with other food brands, including brands affiliated with conventional animal-protein companies and other large food operators, that develop and sell plant-based meat products, and with companies which may be more innovative, have more resources and be able to bring new products to market faster and to more quickly exploit and serve niche markets. For example, a number of U.S. and international companies are working on developing lab-grown meat or “clean meat,” an animal-protein product cultivated from cells taken from animals, which could have a similar appeal to consumers as plant-based meat products. We compete with these competitors for foodservice customers, retailer shelf space and consumers.

Any collaboration arrangements that we may enter into may not be successful, which could adversely affect our ability to develop and commercialize our products.

We have previously entered into and may seek to enter into collaboration arrangements in the future with third parties for the development or commercialization of our products. For example, we previously had collaboration agreements with the Saskatchewan Food Industry Development Centre Inc. and Northern Alberta Institute of Technology to develop certain consumer packaged goods and ingredients. To the extent that we decide to enter additional collaboration arrangements, we will face significant competition in seeking appropriate partners, and we will likely have limited control over the amount and timing of resources that any future collaborators dedicate to the development or commercialization of our products. In addition, future collaborators may have significantly greater financial resources than we do and may compete with our business, which could enable such competitors to use our technologies to develop their own products that would compete with our products. Our ability to generate revenue from these arrangements will depend on our collaborators’ abilities to successfully perform the functions assigned to them. If our collaborations do not result in the successful development and commercialization of products, or if any of our collaborators terminates its agreement with us, we may not receive any milestone or royalty or other payments under the collaborations. If we do not receive the payments we expect under these agreements, our development of products could be delayed and we may need additional resources to develop our products. In addition, if any collaborator terminates its agreement with us, we may find it more difficult to attract new collaborators and our reputation among the business and financial communities could be adversely affected.

Moreover, collaboration arrangements are complex and time-consuming to negotiate, document, implement and maintain. To the extent that we seek to enter into collaboration agreements in the future, we may not be successful in our efforts to establish and implement such collaboration or other alternative arrangements in a timely manner, on favorable terms, or at all. If we are unable to do so, we may have to curtail the development of the product for which we are seeking to collaborate, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable or timely terms, or at all. If we do not have sufficient funds, we may not be able to further develop our products or bring them to market and generate product revenue.

To compete effectively and grow our business, we must introduce new products that achieve market acceptance.

In order to remain competitive and increase revenue, we must introduce new products from our pipeline of products. If we fail to anticipate or respond to technological developments, market requirements, or consumer preferences, or if we are significantly delayed in developing and introducing products, our revenues will not increase.

Development of successful agricultural products requires significant levels of investment in research and development, including laboratory, greenhouse and field testing, to demonstrate product effectiveness and can take several years or more. We incurred research and development expenses of $0.17 million for the period ended January 31, 2024 and $0.43 million in the period ended January 31, 2024. We must commit significant resources and may incur obligations (such as royalty obligations or milestone fees) to develop new products before knowing whether our investments will result in products the market will accept and without knowing the levels of revenue, if any, that may be derived from these products.

Development of new or improved agricultural products involve risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the possibility that:

Accordingly, if we experience any significant delays in the development or introduction of new products or if our new products do not achieve market acceptance, our business, operating results and financial condition would be adversely affected.

Our lack of long-term purchase orders and commitments from some of our customers may lead to a rapid decline in our sales.

Some of our customers issue purchase orders solely at their own discretion, often shortly before the requested date of shipment. Our customers are generally able to cancel orders (without penalty) or delay the delivery of products on relatively short notice. In addition, our current customers may decide not to purchase products from us for any reason. If those customers do not continue to purchase our products, our sales volume could decline rapidly with little or no warning.

We cannot currently rely on long-term purchase orders or commitments to protect us from the negative financial effects of a decline in demand for our products. We typically plan our production and inventory levels based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. The uncertainty of product orders makes it difficult for us to forecast our sales and allocate our resources in a manner consistent with our actual sales. Moreover, our expense levels and the amounts we invest in capital equipment and new product development costs are based in part on our expectations of future sales and, if our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls. As a result of our lack of long-term purchase orders and purchase commitments, we may experience a rapid decline in our sales.

As a result of these and other factors, investors should not rely on our revenues and our operating results for any one quarter or year as an indication of our future revenues or operating results. If our quarterly revenues or results of operations fall below the expectations of investors or public market analysts, the price of New Above Food Common Shares could fall substantially.

Our ability to contract for sufficient acreage with the appropriate nutrient profile on a cost-effective basis presents challenges.

In order to increase revenues, we continue to need production acreage with the appropriate nutrient profile. The costs of contracting acreage have recently increased and, if this persists, we will be challenged to balance our need for planned inventory levels against our future forecasts. We cannot assure you that we will be able to obtain the acreage and nutrient profile we need in order to expand our production in a timely or cost-effective manner, or at all. Even if we are able to increase the number of acres under contract and/or to move production into new geographical locations and realize our nutrient profile targets, we may face challenges that can impede our ability to produce as much inventory as we anticipated. For example, when we move production into new geographical locations, we may find it difficult to identify growers with the expertise to grow our seed crops, and we may not have sufficient company personnel available in such new locations to provide production advice on a timely basis. Our prediction methods for identifying the right planting location may not generate the desired nutrient profile. If we are unable to secure the acreage we need at the appropriate nutrient profile to meet our planned production for the crop year, our results of operations could suffer, as could our reputation.

If we fail to manage our future growth effectively, our business could be materially adversely affected.

We have grown rapidly since inception and anticipate further growth. For example, our revenues from continuing operations increased from $198.9 million in the fiscal year ended January 31, 2022 to $396.4 million and $368.4 million in fiscal years ended January 31, 2023 and 2024, respectively. This growth has and is likely to continue to place significant demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business and our product offerings will continue to require significant additional resources to meet our needs, which may not be available in a cost-effective manner, or at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality product offerings, any of which could harm our business, brand, results of operations and financial condition.

Products that we develop, and food containing our products, may fail to meet standards established by third-party verification organizations that provide food certifications, such as non-GMO and gluten-free, which could reduce the value of our products to customers.

Certain third-party organizations offer verification programs that seek to provide customer desired certifications, such as non-GMO and gluten-free. These organizations provide certifications based on independently developed standards, and often authorize the display of specific markers or labels illustrating such status on the verified product’s packaging. Standards established by such third-party organizations may differ from applicable regulatory legal standards applied by U.S. regulators. As a result, notwithstanding a determination as to the non-regulated status of a product pursuant to the regulatory procedures of the Animal and Plant Health Inspection Service of the U.S. Department of Agriculture (the “USDA”) (or a similar determination in other jurisdictions), our products, and third-party products that utilize our gene-edited products as ingredients, may fail to meet more restrictive or non-scientific standards imposed by these independent verification organizations, which could result in reduced sales of such products and have an adverse effect on our revenues.

If we are sued for defective products and if such lawsuits were determined adversely, we could be subject to substantial damages, for which insurance coverage is not available.

We may be held liable if any product we develop, or any product that uses or incorporates any of our technologies, is found unsuitable for use or consumption during marketing, sale, or consumption of our products. For example, the detection of an unintended trait in a commercial seed variety or the crops and products produced may result in governmental actions such as mandated crop destruction, product recalls or environmental cleanup or monitoring. Concerns about seed quality could also lead to additional regulations being imposed on our business, such as regulations related to testing procedures, mandatory governmental reviews of biotechnology advances, or additional regulations relating to the integrity of the food supply chain from the farm to the finished product.

Failure to continually innovate and successfully introduce and commercialize new products or successfully improve existing products may adversely affect our ability to continue to grow.

A key element of our long-term growth strategy depends on our ability to develop and market new products and improvements to our existing products that meet our standards for quality and appeal to consumer preferences. The success of our innovation and product development efforts is affected by our ability to anticipate changes in consumer preferences, accurately predict taste preferences and purchasing habits of consumers in new geographic markets, the technical capability of our innovation staff in developing and testing product prototypes, including complying with applicable governmental regulations, commercialization and scale-up of new products, and the success of our management and sales and marketing teams in introducing and marketing new products. Failure to develop, commercialize and market new products that appeal to consumers may lead to a decrease in our growth, sales and profitability.

Additionally, the development and introduction of new products requires substantial research, development and marketing efforts. Our research and development efforts remain subject to all of the risks associated with the development of new products based on emerging and innovative technologies, including, for example, unexpected technical problems or the possible insufficiency of funds for completing development of these products. If we experience technical problems or delays, further improvements in our products and the introduction of future products could be adversely impacted, and we could incur significant additional expenses and our business may fail. Additionally, we may be unable to recoup the research, development and marketing expenditures if the new products do not gain widespread market acceptance, limiting our ability to develop new products or product improvement in the future. If we are unsuccessful in meeting our objectives with respect to new or improved products, our business could be harmed.

To the extent we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.

We may pursue acquisitions or investments that we believe will help us achieve our strategic objectives. However, we may not be able to find acquisition candidates in the future, and even if we do, we may not be able to complete acquisitions on favorable terms, if at all, and any such candidates may not be suitable for our business. If we do complete acquisitions, we may not ultimately achieve our goals or realize the anticipated benefits. The pursuit of such acquisitions could divert management time and focus from operation of our then-existing business and any integration process will require significant time and resources, which we may not be able to manage successfully. In addition, any acquisitions we complete could be viewed negatively by our customers or consumers and cause decreases in customer loyalty or product orders, which could negatively impact our financial condition. An acquisition, investment or other transaction may also result in unforeseen operating difficulties and expenditures by disrupting our ongoing operations, subjecting us to additional liabilities (both known and unknown) and increasing our expenses, any of which could have an adverse effect on our business, financial condition and operating results. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized if, for example, we fail to retain and develop the acquired workforce, fail to integrate financial reporting systems, fail to manage the effects of unknown contingent liabilities, or are otherwise unable to successfully integrate the acquired business into our company. To pay for any such acquisitions, we would have to use cash, incur debt, or issue equity securities, each of which may affect our financial condition or the value of our securities and could result in dilution to our shareholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. The integration of an acquired business, whether or not successful, requires significant efforts which may result in additional expenses and divert the attention of our management and technical personnel from other projects, which could disrupt our business and harm our business, financial condition and results of operations.

We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements or restatements of New Above Food’s consolidated financial statements or cause New Above Food to fail to meet its periodic reporting obligations.

Section 404(a) (“Section 404(a)”) of the Sarbanes-Oxley Act requires that, beginning with the second annual report following the Business Combination, management of New Above Food assess and report annually on the effectiveness of internal control over financial reporting and identify any material weaknesses in internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that apply to us as a public company. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting is effective, which may subject New Above Food to adverse regulatory consequences and could harm investor confidence and the market price of New Above Food’s securities.

In connection with the preparation and audit of Above Food’s consolidated financial statements, management identified material weaknesses in our internal control over financial reporting as of October 31, 2023. Management has concluded that these material weaknesses are due to the fact that Above Food is a private company with limited resources. The material weaknesses relate to not appropriately designing and implementing controls, including maintaining sufficient written formal policies, procedures and written analyses related to complex accounting matters, including the use of appropriate technical expertise in the areas of business combinations, deferred share issuance costs, share based compensation, goodwill impairment and equity accounting. In addition, a material weakness related to the fair value measurement of commodity inventory and contracts was identified. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses have not been remediated at the time of filing this Registration Statement.

In order to improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight, including hiring additional financial and accounting personnel, engaging outside consultants and adopting a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. New Above Food’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. At such time, New Above Food’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect New Above Food’s business and operating results and could cause a decline in investor confidence and the price of New Above Food’s securities.

Our violation of certain covenant requirements, working capital deficiency and recurring net losses raise substantial doubt about our ability to continue as a “going concern.”

As of January 31, 2024, Above Food had an accumulated deficit of $103.8 million, negative working capital of $85.4 million, had violated covenant requirements under its lending agreements as at January 31, 2024 and incurred a net loss from continuing operations of $53.3 million and may not have sufficient liquidity to fund its working capital needs. As of January 31, 2024, the Company is in default of the repayment terms of a loan payable to Bank of Montreal of $40,000 because the loan was not repaid by December 31, 2023.

As of January 31, 2024, the Company was in violation of restrictive covenants related to approximately $66 million of its aggregate borrowings of RBC and Bank of Nova Scotia (“BNS”). In accordance with the debt agreement with RBC and BNS, the Company must maintain a) fixed charge coverage ratio of 1.1:1.0 or greater, and b) a tangible net worth equal or greater than $11,000,000, both of which are tested monthly. The Company violated these covenants (as well as the requirement to provide audited financial statements by the required deadline).

As of January 31, 2024, and as a result of covenant violations under lending agreements with Royal Bank of Canada and Bank of Nova Scotia, Above Food is in default of the terms of various other loans as well, including the loans from Lexington, Grupo Vida Canada, the Sponsor and Orionsea Enterprises.

Further, Above Food has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Above Food cannot assure you that its plans to raise capital will be successful. These factors, among others, indicate that a material uncertainty exists that may cast significant doubt on Above Food’s ability to continue as a going concern. The financial statements contained elsewhere in this Registration Statement do not include any adjustments that might result from its inability to continue as a going concern.

Our risk management strategies may not be effective.

Our business includes contracting with farmers to plant and harvest our proprietary seeds. While our proprietary seeds are not commodities, we purchase crops using a commodity base price. Therefore, we can be affected by fluctuations in agricultural commodity prices. Also, our business is affected by fluctuations in agricultural commodity prices to the extent we purchase commodity seeds for processing at our processing facilities. From time to time, we engage in hedging transactions to manage risks associated with the fluctuation of commodity prices. Continued commodity volatility is expected and our commodity hedging activities may not sufficiently offset this volatility.

Entering into hedging transactions or utilizing other hedging techniques may not always be possible, our exposures may not always be fully hedged, and our hedging strategies may not be successful in mitigating our exposure to the financial risks presented by fluctuations in agricultural commodity prices. In addition, the use of hedging transactions involves certain risks, including the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used, the possibility that our counterparty fails to honor its obligations, and the risk that we are unable to close out or unwind a hedging transaction on terms that are favorable to us, if at all. While we have implemented risk management policies, practices, and procedures to mitigate potential losses, they may not in all cases be successful in anticipating significant risk exposures and mitigating losses that have the potential to impair our financial position. Although we may enter into hedging transactions to seek to reduce the risks associated with fluctuations in agricultural commodity prices, we cannot make assurances that such hedging transactions will adequately protect us against these risks, and they may instead result in a poorer overall performance than if we had not engaged in such hedging transactions.

We may lose the services of key management personnel and may not be able to attract and retain other necessary personnel.

Changes in our management could have an adverse effect on our business, and in particular while our staff is relatively small with approximately 211 employees, we are dependent upon the active participation of several key management personnel, including Lionel Kambeitz, our Executive Chairman and Chief Executive Officer. Mr. Kambeitz is critical to the strategic direction and overall management of our company as well as our research and development process. The loss of Mr. Kambeitz could adversely affect our business, financial condition and operating results. We do not carry key person life insurance on any of our senior management or other key personnel.

We need to hire and retain highly skilled technical personnel as employees and independent contractors in order to develop our products and grow our business, including persons with skills in a range of disciplines, including biology, biochemistry, plant genetics, agronomics, mathematics, agribusiness, and other subjects relevant to our operations. The competition for highly skilled technical, managerial and other personnel is at times intense. Our human capital and labor issues related to recruiting and retention success is substantially dependent upon our ability to offer competitive salaries and benefits to our employees. We must compete with companies that possess greater financial and other resources than we do and that may be more attractive to potential employees and contractors. To be competitive, we may have to increase the compensation, bonuses, stock options and other fringe benefits we offer to employees in order to attract and retain such personnel. The costs of retaining or attracting new personnel may have a material adverse effect on our business and operating results. If we fail to attract and retain the technical and managerial personnel required to be successful, our business, operating results and financial condition could be materially adversely affected.

Further, our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and can represent our brand effectively and establish credibility with our business partners and consumers. We believe a critical component of our success has been our company culture and long-standing core values. We have invested substantial time and resources in building our team. If we are unable to hire and retain employees capable of meeting our business needs and expectations, or if we fail to preserve our company culture among a larger number of employees dispersed in various geographic regions as we continue to grow and develop the infrastructure associated with being a more mature public company, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.

We are highly dependent on the services of Lionel Kambeitz, our Founder and Chief Executive Officer.

We are highly dependent on the services of Lionel Kambeitz, Founder, President, Chief Executive Officer and Executive Chairman of Above Food, who also serves as the President, Chief Executive Officer and Executive Chairman of New Above Food upon consummation of the Business Combination. Mr. Kambeitz is deeply involved in all aspects of our business, operation and strategy. Although Mr. Kambeitz spends a significant amount of time on Above Food and is highly active in our management, he does not devote his full time and attention to Above Food. In addition to his positions with Above Food, he also currently serves as Chief Executive Officer and Chairman of the board of directors of HTC Extraction Systems, a public company listed on the Toronto Stock Exchange that specializes in hemp biomass extraction and formulation and the provision of related products and services, and serves as a director and advisor for other food companies. There are no assurances that our business and operations may not be adversely impacted in future periods as a result of the time he may devote to his other business interests instead of a sole focus by him on the affairs of our company.

We outsource to third parties certain supply-chain functions, including growing our seeds and processing our harvest.

We rely on third-party farmers and processers to grow our seeds and process our harvest. We cannot guarantee that these providers will fulfill their respective responsibilities in a timely manner in accordance with the contract terms, in which case our operations and output could be adversely affected. Also, we cannot guarantee that our contracts with these third-party farmers and processors will be renewed, in which case we would have to transition these functions in-house or secure new third-party famers and processors, which could have a material adverse effect on our business if the transition is not executed appropriately.

Additionally, there are increasing expectations that companies monitor the environmental and social performance of their suppliers, including compliance with a variety of labor practices, as well as consider a wider range of potential environmental and social matters. Compliance can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or to design supply chains to avoid certain suppliers altogether. Failure to comply with such regulations can result in fines, reputational damage, import or export ineligibility for certain products or raw materials, or otherwise adversely impact our business.

The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.

Conditions in the U.S. and Canadian agricultural industries significantly impact our operating results. Changes in the prices of commodity products could result in higher overall costs along the agricultural supply chain, which may negatively affect our ability to commercialize our products. We are susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions, all of which may be made worse by climate change, can impose significant costs and losses on our business.

The ability to grow our products is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, the effects of which may be influenced and intensified by ongoing global climate change. Unfavorable growing conditions can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost in some geographic areas. Such adverse conditions can result in harvesting delays or loss of crops for farmers and cause us to be delayed, or to fail entirely, in delivering product to customers, resulting in loss of revenue. Furthermore, significant fluctuations in market prices for agricultural inputs and crops could also have an adverse effect on the prices of our products.

The ability to grow our products is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied, climatic conditions and the risks associated with ongoing global climate change. The costs to control disease and infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, there can be no assurance that available technologies to remedy or control such diseases and infestations will continue to be effective. These diseases and infestations can also increase costs, decrease revenues and lead to additional changes to earnings, which may have a material adverse effect on our business, financial position and results of operations.

Risks Related to Regulatory, Legal and Intellectual Property Matters

Food safety and food-borne illness incidents or other safety concerns may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell or involving our suppliers or manufacturers could result in the discontinuance of sales of these products or cessation of our relationships with such suppliers, or otherwise result in increased operating costs, lost sales, regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients and raw materials, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination, grain contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, manufacturers, distributors or our retail customers, depending on the circumstances, to conduct a recall in accordance with United States Food and Drug Administration (the “FDA”), regulations, Health Canada and Canada’s Food and Drugs Act (the “FADA”), and Safe Food for Canadians Act (the “SFCA”), and regulations promulgated thereunder, and comparable foreign laws and regulations, as well as other regulations and laws in the other jurisdictions in which we operate. Product recalls could result in significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors, retail customers and shelf space or e-commerce prominence, and a potential negative impact on our ability to attract new customers and consumers, and maintain our current customer and consumer base due to negative consumer experiences or because of an adverse impact on our brands and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits. While we maintain batch and lot tracking capability to identify potential causes for any discovered problems, there is no guarantee that in the case of a potential recall, we will effectively be able to isolate all product that might be associated with any alleged problem, or that we will be able to quickly and conclusively determine the root cause or narrow the scope of the recall. Our potential inability to affect a recall quickly and effectively, or manage the consumer and retailer communication in a way that mitigates concerns, might create adverse effects on our business and reputation, including large recall and disposal costs and significant loss of revenue, and violations of applicable laws which could result in prosecution or monetary penalties.

In addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. The FDA enforces laws and regulations, such as the Food Safety Modernization Act, that require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering designed to inflict widespread public health harm. Similar preventative control requirements are set out in the Safe Food for Canadians Regulations (the “SFCR”). If we do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition, results of operations and cash flows. Most countries in which we operate have comparable laws, such as Canada’s SFCA and its regulations, that we endeavor to comply with, but any failure to meet regulators’ or customers’ expectations could impact our business in these markets and have a material adverse effect on our reputation as well as our business, financial condition, results of operations and cash flows.

Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements, or to respond to changes in regulations applicable to our business could adversely affect our business, financial condition, results of operations and cash flows.

The manufacture, marketing and distribution of food products is highly regulated. We, along with our suppliers and manufacturers, are subject to a variety of laws and regulations internationally, which apply to many aspects of our and their businesses, including the sourcing of raw materials, manufacturing, packaging, labeling, distribution, advertising, sale, quality and safety of our products, facility licensing, as well as the health and safety of employees and the protection of the environment.

Our products and operations and those of our suppliers and manufacturers are subject to oversight by multiple U.S. and international regulatory agencies including the United States Department of Agriculture, or the USDA, the FDA, the Federal Trade Commission (the “FTC”), the Environmental Protection Agency, or the EPA, Health Canada, the Canadian Food Inspection Agency (the “CFIA”), the Canadian Grain Commission (“CGC”), Canada’s Competition Bureau, Environment and Climate Change Canada, as well as state, provincial, and municipal regulators. These agencies regulate, among other things, with respect to our products and operations:

In the United States, for example, we are subject to the requirements of the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. In Canada, we are subject to the requirements of the FADA and the SFCA and their regulations, the standards under which are set by Health Canada and enforced by the CFIA. These comprehensive regulatory schemes govern, among other things, the manufacturing, composition and ingredients, packaging, testing, labeling, marketing, promotion, advertising, storage, distribution and safety of food. Under these laws, that facilities that manufacture food products are required to comply with a range of requirements, including hazard analysis and preventative controls regulations, current good manufacturing practices (“cGMPs”) and supplier verification requirements. Similar requirements exist in Canada under the FADA, Food and Drug Regulations (the “FDR”), SFCA and SFCR. Our Canadian grain production and processing facilities are also subject to the Canada Grain Act, and its regulations, enforced by the CGC.

Certain of our facilities, as well as those of our suppliers and manufacturers, may be subject to licensing and permitting requirements, and periodic inspection by federal, state, provincial and local authorities. We do not control the manufacturing processes of, but rely upon, our third-party suppliers and manufacturers for compliance with applicable cGMP requirements for the manufacturing of certain products. If we or our suppliers and manufacturers cannot successfully manufacture products that conform to our specifications and the strict regulatory requirements of the FDA, Health Canada, CFIA, or other federal, state or provincial regulatory agencies, we or they may be subject to adverse inspectional findings or enforcement actions, which could materially impact our ability to market our products, could result in our manufacturing or co-packing partners’ inability to continue manufacturing for us or could result in a recall of our product that has already been distributed. In addition, we rely upon these parties to maintain adequate quality control, quality assurance and qualified personnel.

Failure by us, or our suppliers to comply with applicable laws and regulations or maintain permits, licenses or registrations relating to our or our suppliers or manufacturing and co-packing partners’ operations could subject us to civil remedies or penalties, including, but not limited to, fines, injunctions, recalls or seizures, warning letters, untitled letters, restrictions on the marketing or manufacturing of products, or refusals to permit the import or export of products, as well as potential criminal sanctions or prosecution, which could result in increased operating costs or loss of revenue, resulting in a material effect on our business, financial condition, results of operations and cash flows.

The regulations to which we are subject are complex and have tended to become more stringent over time. New labeling, packaging, and food safety laws could restrict our ability to carry on or expand our operations, result in higher than anticipated costs or lower than anticipated sales, and otherwise make it more difficult for us to realize our goals of achieving a more integrated global supply chain due to the differences in regulations around the world.

Advertising inaccuracies and product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Certain of our products are advertised with claims as to their origin, ingredients or health, method of production, wellness, environmental or other potential benefits, including, by way of example, the use of the terms “natural”, “organic”, “vegan”, “gluten-free”, “clean”, “sustainably produced”, “no artificial sweeteners,” or similar synonyms or implied statements relating to such benefits. However, there is often no single, universally-accepted definition or regulatory requirement for use of such terms for the various categories of product we sell in each of the countries in which we operate. For example, although the FDA, the USDA, and the CFIA have each issued statements and adopted policies regarding the appropriate use of the word “natural,” there is no single, universal definition of the term “natural” for various categories we sell. This is also true for many other adjectives common in the healthy or sustainable products industry. The resulting uncertainty has led to, and could lead to in the future, consumer confusion, distrust, and legal challenges.

In addition, the FDA and CFIA enforce their respective regulations with respect to nutrient content claims, unauthorized health claims (e.g., claims that characterize the relationship between a food or food ingredient and a disease or health condition) and other claims that impermissibly suggest therapeutic benefits of certain foods or food components, or that misrepresent or improperly characterize the nutrient content in conventional food products. Moreover, the FTC and Canada’s Competition Bureau have articulated a robust substantiation standard for health claims on foods and dietary supplements and have pursued investigations and litigation against companies where the regulator has concern that the claims being made are not properly substantiated. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices and breach of state or provincial consumer protection statutes. The FTC, CFIA, Competition Bureau, and/or state attorneys general, amongst others, may bring legal action that seeks removal of a product from the marketplace and imposes fines and penalties. Further, consumer class action false advertising litigation relating to claims remains a persistent threat in our industry. Even when unmerited, class action claims, actions by the FTC, CFIA, Competition Bureau, other regulatory agency, or state attorneys general enforcement actions, amongst others, can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition, results of operations or cash flows.

The USDA, CFIA, and Canada’s Competition Bureau enforce federal standards for organic production and use of the term “organic” on product labeling. These laws prohibit a company from selling or labeling products as organic unless they are produced and handled in accordance with the applicable federal law. By definition, organic products are not genetically modified or do not include genetically modified (bioengineered) ingredients. In Canada, producers of products labeled as organic must be prepared to demonstrate that such claims are truthful and not misleading, and there are specific certification requirements within the SFCR for products making organic claims. We only use suppliers who have obtained and adhere to specific certifications but those certifications vary depending on our customers’ requirements or consumer product claims, which can be costly and challenging. Our failure, or failure on the part of our suppliers to comply with these ingredient and product specifications, to maintain appropriate certifications, or to label organic products in compliance with federal, state, or provincial laws, may subject us to liability or regulatory enforcement. Consumers may also pursue state law claims, particularly pursuant to California’s organic laws, challenging use of the organic label as being intentionally mislabeled or misleading or deceptive to consumers. Such consumer-led actions for false and misleading representations may also be pursued in Canada under the federal Competition Act and/or provincial consumer protection legislation.

The regulatory environment in which we operate could also change significantly and adversely in the future. New or changing regulations could impact the way consumers view our products, such as potential new labeling regulations or enforcement of a standard of identity for terms used to market our products that would require us to list certain ingredients by specific names that could confuse our consumers into thinking we may use different types of ingredients than they originally thought or that the quality of our ingredients is different to what they anticipated.

Any loss of confidence on the part of consumers in the truthfulness of our labeling, advertising or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Any of these events could adversely affect our brands and decrease our sales, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

Any changes in applicable laws, regulations or policies of the FDA or USDA, state regulators or similar foreign regulatory authorities that relate to the use of words describing meat products in connection with plant-based products could adversely affect our business, prospects, results of operations or financial condition.

Although we are unaware of any particular regulation that prohibits the use of words describing meat products (e.g., “steak,” “chicken,” “beef”) for plant-based products, in the future, the FDA, the USDA, state regulators or similar foreign regulatory authorities, such as Health Canada, the CFIA, or Canada’s Competition Bureau, could take action to impact our ability to use these terms to describe certain of our products. For example, the state of Missouri passed a law in 2018 (and other states have since passed similar laws) to prohibit any person engaged in advertising, offering for sale, or sale of food products from misrepresenting a product as meat that is not derived from harvested production livestock or poultry. While the state of Missouri Department of Agriculture clarified its interpretation that products that include prominent disclosure that the product is “made from plants,” or comparable disclosure such as through the use of the phrase “plant-based,” are not misrepresented under the Missouri law, other regulators could always take a different position. Canada’s FDR also provide requirements for “simulated meat” products, including requirements around composition and naming.

In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, Canada’s Competition Bureau, or other regulators could interpret the use of terms referring to meat products to describe our plant-based products as false or misleading or likely to create an erroneous impression regarding their composition. Should regulatory authorities take action with respect to the use of terms describing meat products, such that we are unable to use those terms with respect to our plant-based products, we could be subject to enforcement action or recall of our products marketed with these terms, we may be required to modify our marketing strategy, and our business, prospects, results of operations or financial condition could be adversely affected.

Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.

Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, and the volume and types of imports and exports. In addition, as we grow our business, we may be required to secure additional permits and licenses. In addition, future government policies in the United States, Canada or in other countries may discourage our customers from using our products or encourage the use of products more advantageous to our competitors, which would put us at a commercial disadvantage and could negatively impact our future revenues and results of operations.

We are subject to numerous environmental, health and safety laws and regulations relating to our use of biological materials and our food production operations. Compliance with such laws and regulations could be time consuming and costly.

We are subject to numerous federal, state, provincial, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of pollutants into the environment and human health and safety matters. Our research and development processes involve the controlled use of hazardous materials, including biological materials. Certain environmental laws impose strict, joint and several liability, and we may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remediate such contamination. Our liability may exceed any insurance coverage and our total assets. Compliance with environmental, health and safety laws and regulations may be expensive and may impair our research and development efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development or production efforts or result in increased expense of compliance.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

From time to time, we may be a party to various claims and litigation proceedings. We evaluate these claims and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. We are not currently party to any material litigation. Even when these claims and proceedings are meritless, defense thereof may divert management’s attention, and we may incur significant expenses in such defense. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

We may not be able to protect our differentiated process adequately, which may impact our commercial success.

Our commercial success depends in part on our ability to protect our intellectual property and differentiated process. We rely on a combination of plant breeders’ rights, copyrights, trade secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect our differentiated process. However, these legal means afford only limited protection and may not adequately protect our differentiated process or permit us to gain or keep any competitive advantage.

Our confidentiality agreements with our employees and certain of our consultants, contract workers, suppliers and independent contractors, including some of our co-manufacturers who use our formulations to manufacture our products, generally require that all information made known to them be kept strictly confidential. Nevertheless, trade secrets are difficult to protect. Although we attempt to protect our trade secrets, our confidentiality agreements may not effectively prevent disclosure of our proprietary information and may not provide an adequate remedy in the event of unauthorized disclosure of such information. If we do not keep our trade secrets confidential, others may produce products with our recipes or formulations. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights against such parties. Further, some of our formulations have been developed by or with our suppliers and co-manufacturers. As a result, we may not be able to prevent others from using similar formulations.

We cannot assure you that the steps we have taken to protect our intellectual property rights are adequate, that our intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. In addition, our trademark rights and related registrations may be challenged in the future and could be canceled or narrowed directly through a lawsuit in court or through administrative procedures at the United States Patent and Trademark Office (USPTO), the Canadian Intellectual Property Office (CIPO) or other foreign intellectual property offices. Failure to protect our trademark rights could prevent us in the future from challenging third parties who use trademarks, including names and logos, similar to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of our brand and products, in some cases causing a depreciation of goodwill. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a material adverse effect on our business, results of operations and financial condition.

We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.

Securing registered intellectual property rights in all countries and jurisdictions throughout the world would be prohibitively expensive. Moreover, our intellectual property rights in some countries outside the United States and Canada could be less extensive than those in the United States and Canada, assuming that rights are obtained in the United States and Canada. Competitors may use our technologies in jurisdictions where we or our licensors do not pursue and obtain intellectual property protection. Moreover, failure to obtain adequate trademark rights in these foreign jurisdictions could negatively impact our ability to expand our business and launch products in certain international markets.

The laws of some countries do not protect intellectual property rights to the same extent as U.S. and Canadian laws and those countries may lack adequate rules and procedures for defending our intellectual property rights. As a result, we may not be able to effectively prevent third parties from infringing or otherwise misappropriating our intellectual property rights in such jurisdictions, or from selling or importing products made using our inventions or using our trademarks in and into the United States, Canada or other jurisdictions. These products may compete with our products and our intellectual property rights and such rights may not be effective or enough to prevent such competition.

Furthermore, proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our intellectual property at risk of being invalidated or interpreted narrowly, could put our or our licensors’ applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded to us, if any, may not be commercially meaningful, while the damages and other remedies we may be ordered to pay to such third parties may be significant. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Any one of these occurrences could reduce our competitive position or otherwise have a material adverse effect on our business, results of operations and financial condition.

Third parties may assert rights to inventions we develop or otherwise regard as our own.

Third parties may in the future make claims challenging the inventorship or ownership of our or our licensors’ intellectual property. We may face claims by third parties that our agreements with employees, contractors, or consultants obligating them to assign intellectual property to us are ineffective or are in conflict with prior or competing contractual obligations of assignment. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property and associated products and technology or may lose our rights in that intellectual property.

We may be unsuccessful in developing, licensing or acquiring intellectual property that may be required to develop and commercialize our products.

Our current or future products may require the use of intellectual property or proprietary rights held by third parties. The growth of our business may depend in part on our ability to acquire, in-license or use these intellectual property and proprietary rights; however, we may be unable to acquire or in-license such rights. Even if we can acquire or in-license such rights, we may be unable to do so on commercially reasonable terms. The licensing and acquisition of third-party intellectual property and proprietary rights is a competitive area, and several more established companies may also be pursuing strategies to license or acquire third-party intellectual property and proprietary rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources, or agricultural development and commercialization capabilities.

In addition, companies that perceive us to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to us. If we are unable to successfully acquire or in-license rights to required third-party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights we have, we may have to cease the development, marketing, sale or other commercialization of the relevant product, which could have a material adverse effect on our business.

General Risk Factors Related to Above Food

Our business and reputation could be negatively impacted by the increased scrutiny from our stakeholders and institutional investors on ESG practices.

There is an increased focus from a variety of stakeholders on corporate ESG practices, including climate change and related ESG disclosure requirements. Expectations regarding voluntary ESG initiatives and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.

While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company and/or products, such initiatives or achievements of such commitments may be costly and may not have the desired effect. Expectations around the management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, we may not ultimately be able to complete certain goals or initiatives, either on the timelines originally anticipated or at all, due to technical, cost, or other factors, which may be in or out of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, including activist groups, and we may be subject to investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.

Certain market participants, including stockholders and other capital providers, use third-party benchmarks or scores to measure a company’s ESG practices and decide whether to invest in their common stock or engage with them to require changes to their practices. In addition, certain influential institutional investors are also increasing their focus on ESG practices and are placing importance on the implications and social cost of their investments. If our ESG practices do not meet the standards set by these stockholders, they may choose not to invest in our common stock or if our peer companies outperform us in their ESG initiatives, potential or current investors may elect to invest with our competitors instead. Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, human capital, labor and risk oversight, including such risk as it relates to suppliers, could also expand the nature, scope and complexity of matters that we are required to control, assess and report. For example, to the extent ESG matters negatively impact our reputation, even if concerns over such matters are based on inaccurate or misleading information, it may also impede our ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely impact our operations. We may be especially subject to scrutiny and liability on such matters given our efforts to portray our operations and products as a more sustainable and conscientious alternative to certain competitor products. As another example, the SEC has proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and the board of directors of Above Food (the “Above Food Board”). These and other regulations, disclosure-related and otherwise, may increase our costs as well as increase scrutiny regarding our ESG efforts, which may enhance the risks discussed in this risk factor. If we do not comply with investor or stockholder expectations and standards in connection with our ESG initiatives, are perceived to have not responded appropriately to address ESG issues within our company or within our suppliers, or fail to adapt to or comply with all laws, regulations, policies and related interpretations, our business and reputation could be negatively impacted and our share price and access to cost of capital could be materially and adversely affected. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the recent COVID-19 pandemic) in locations where our products are sold, man-made or natural disasters, actual or threatened war (such as the current conflict in Ukraine), terrorist activity, political unrest, civil strife, adverse developments impacting financial institutions, and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, food service and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, food service customers and consumers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and recent international trade disputes. In particular, consumers may reduce the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount spent on food prepared away from home. Distributors, retailers and food service customers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailer and food service customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in demand for our products without a corresponding decrease in costs would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may have an adverse effect on our sales and profitability and may result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis. In addition, adverse developments that affect financial institutions, transactional counterparties, or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could have material adverse impacts on our business, financial condition, or results of operations.

Our results of operations may suffer if we are not able to successfully manage our increasing exposure to foreign exchange rate risks.

A majority of our sales and business costs are denominated in Canadian Dollars (“CAD $”). As our business grows, both our sales and production costs may increasingly be denominated in other currencies. Where such sales or production costs are denominated in other currencies, they are converted to Canadian Dollars for the purpose of calculating any sales or costs to us. Our sales may decrease as a result of any appreciation of the Canadian Dollar against these other currencies.

The majority of our current expenditures are incurred in Canadian Dollars. If the pegged exchange rates change adversely or are allowed to float up, additional Canadian Dollars will be required to fund our expenditures.

Although we do not currently enter into currency option contracts or engage in other hedging activities, we may do so in the future. There is no assurance that we will undertake any such hedging activities or that, if we do so, they will be successful in reducing the risks to us of our exposure to foreign currency fluctuations.

Our results of operations may suffer due to certain risks related to our operations in Latin America.

We are subject to risks relating to our significant presence in Latin American countries. Latin America has experienced, and may continue to experience, adverse economic or political conditions that may impact our business, financial condition and results of operations. Particularly, the Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazil’s political and economic conditions, could harm us and the price of New Above Food Common Shares. Any further downgrading of Brazil’s credit rating could reduce the trading price of our common shares. Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future could harm our business and the price of New Above Food Common Shares. Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or similar anti-bribery laws in other jurisdictions in which we operate.

The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (U.K. Bribery Act), and similar anti-bribery and anticorruption laws in other jurisdictions in which we (or third parties acting on our behalf) conduct activities generally prohibit companies and their intermediaries from making corrupt payments to public officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, the FCPA requires U.S. public companies to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. The U.K. Bribery Act 2010 also prohibits “commercial” bribery not involving government officials. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.

We are subject to governmental export and import controls and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets.

The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of some technologies. Our products are subject to U.S. export controls, including the Commerce Department’s Export Administration Regulations and various economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Controls, and exports of our products must be made in compliance with these laws. Furthermore, U.S. export control laws and economic sanctions prohibit the provision of products and services to countries, governments, and persons targeted by U.S. sanctions. Even though we take precautions to prevent our products from being provided to targets of U.S. sanctions, our products could be provided to those targets or provided by our customers despite such precautions. Any such provision could have negative consequences, including government investigations, penalties and reputational harm. Our failure to obtain required import or export approval for our products could harm our international and domestic sales and adversely affect our revenue.

A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business, our reputation and our relationships with customers.

Our business involves the processing of information about individuals (including personal information about our customers, suppliers and employees), numerous classes of sensitive and/or confidential information (such as trade secrets and financial and strategic information about us and our business partners) and intellectual property. We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers, co-manufacturers, distributors, customers and consumers. Our processing of data inherently gives rise to the risk of a security incident, such as a physical breach — specifically, our processing via these channels makes it more likely that the security incident will come from a cybersecurity risk. As we pursue new initiatives that improve our operations and cost structure, including acquisitions, we may also expand and improve our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. Finally, security incidents can take a variety of forms and are constantly evolving due to the increasing sophistication of threat actors, each of which increases the difficulty of detecting and successfully defending against them. If we fail to assess and identify cybersecurity risks associated with new initiatives or acquisitions or the increasing sophistication of hackers, we may become increasingly vulnerable to such risks.

The Company’s material vendors and/or suppliers are farms and, as such, the cybersecurity risks in the Company’s supply chain are ultimately low. Like most companies, the Company makes use of IT products and services, most of which are provided by established and sophisticated vendors used by many companies. Given this limited exposure and risk profile, while we have an informal procedure in place to review potential vendors before entering into agreements with them, we do not yet have a formal vendor assessment procedure in place. We expect to develop such a program following the closing of the Business Combination.

While we have implemented measures to prevent security incidents, there can be no assurances that the privacy and security-related measures and safeguards we have put in place, including in relation to third parties processing personal information on our behalf, will be effective to protect us and/or the relevant information from the risks associated with the processing of such information. In addition to breach notification laws that include requirements in the event that information subject to such laws is accessed by unauthorized persons, we may also be contractually required to notify customers or other counterparties of a security incident. Maintaining industry standard safeguards and, if needed, addressing a security incident could be costly. In addition, the theft, destruction, loss, misappropriation, or release of personal information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations.

We are subject to laws, rules and regulations in the United States and Canada, and potentially other jurisdictions, relating to the collection, use, security and other processing of personal information and data about individuals. These privacy and data protection-related laws, rules and regulations are ever-evolving, which can lead to complex and at times conflicting interpretations. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), imposes data privacy on companies handling data of California residents, such as required disclosures to consumers, and creates individual privacy rights for California consumers. The CCPA gives California residents rights to access, delete or correct their personal information, opt out of the use or disclosure of their personal information, and receive detailed information about how their personal information is used. Similarly, comprehensive state privacy laws have been enacted in Virginia, Colorado, Connecticut, Utah, Indiana and Iowa. Canada currently has four different privacy laws that may apply depending on the jurisdiction in which affected persons reside; three of the four of these require mandatory reporting to privacy regulators and the laws set different legal tests to determine whether reporting is required. Canada is in the process of replacing its federal law, which also applies in all provinces without superseding provincial laws, with a stricter and more comprehensive law that grants affected individuals a private right to sue in the event they suffer harm from a data breach. While the food supply chain is not currently subject to an incoming federal Canadian cyber security law that imposes cyber security obligations on sectors vital to national security or public safety, this may change, and thus we may face additional compliance costs in obligations in Canada in the future. Many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use and other processing of information related to individuals and there remains increased interest at the federal level as well. In addition, in the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy laws and regulations, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. Such data privacy laws, regulations and other obligations (such as contractual obligations) may require us to change our business practices and may negatively impact our ability to expand our business and pursue business opportunities. We may incur significant expenses to comply with the laws, regulations and other obligations that apply to us. Privacy and data protection-related laws and regulations also may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation, and adversely affect our business.

We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our ability to effectively operate our business.

We are dependent on various information technology systems, including, but not limited to, networks, applications and outsourced services in connection with the current and planned operation of our business. If these information technology systems are inadequate or fail to perform as anticipated, it could cause interruptions, delays, cessation of service and loss of existing or potential customers. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures and viruses. Any such damage or interruption could negatively impact our business.

Our business activities are currently conducted at a limited number of locations, which makes us susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.

Our current headquarters and research and development facilities, which include an office, laboratories, greenhouses, field testing acreage and demonstration test kitchens, are primarily located in Saskatchewan, Canada. In addition, we acquired an established plant-based consumer product production business in Nashville, NC in December 2022. Our seed production, field-testing and production and research take place primarily in Canada and the United States, with concentration in certain geographic regions. Third party warehousing for seed storage, and our limited number of processing partners (e.g., storage, transportation, crushers and refiners) are predominantly located in Canada and the United States. We take precautions to safeguard our facilities, including through insurance coverage and by implementing health and safety protocols, however our insurance may not cover certain losses or our losses may exceed our coverage limits. A natural disaster, such as a hurricane, drought, fire, flood, tornado, earthquake, or other intentional or negligent acts, including acts of vandalism, could damage or destroy our equipment, inventory, development projects, field trials or data, and cause us to incur significant additional expenses to repair or replace the damaged physical facilities, which in the case of seed production may be the result of years of development work that is not easily or quickly reproduced, and could lengthen the development schedule for our pipeline of products.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Above Food” in this Registration Statement. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, inventories, product warranty reserves, accounting for income taxes, and stock-based compensation expense. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.

We may be unable to successfully integrate new strategic acquisitions and investments, which could materially adversely affect our business, results of operations and financial condition.

In the past we have made, and in the future we may make, acquisitions of, and investments in, businesses, products and technologies that could complement or expand our business. If we identify an acquisition candidate, we may not be able to successfully integrate the acquired businesses, products or technologies into our existing business and products. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, amortization expenses and write-downs of acquired assets. We perform periodic reviews to determine if these investments are impaired, but such reviews are difficult and rely on significant judgment about the company’s technology, ability to obtain customers, and ability to become cash flow positive and profitable. We may take future impairment charges which will have an adverse impact of on our results of operations.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete the Business Combination, and results of operations.

Risks Related to Ownership of New Above Food’s Securities

New Above Food’s stock price may be volatile in the future, which could lead to losses by investors and costly securities litigation.

The trading price of New Above Food Common Shares may be subject to wide fluctuations in response to quarter-to-quarter variations in results of operations, announcements of technological innovations or new products introduced by us or our competitors, general conditions in the plant-based food and food technology industries, changes in earnings estimates by analysts or other events or factors. In addition, the public stock markets recently have experienced high price and trading volatility. The risks related to rising inflation and rising interest rates could have a material impact on our revenues and costs. This volatility has significantly affected the market prices of securities of many of our publicly traded competitors for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of New Above Food Common Shares.

You may not be able to resell your New Above Food Common Shares at an attractive price due to a number of factors such as those listed in “Risks Related to Above Food’s Business” and the following:

Broad market and industry fluctuations may adversely affect the market price of New Above Food Common Shares, regardless of actual operating performance, financial results or prospects. In addition, price volatility may be greater if the public float and trading volume of New Above Food Common Shares is low. Some companies that have had volatile market prices for their securities have been the target of a hostile takeover or subject to involvement by activist stockholders. If New Above Food were to become the target of such a situation, it could result in substantial costs and divert resources and the attention of executive management from the business.

The current market price of Bite common stock may not be indicative of future market prices or intrinsic value, and we may not be able to sustain or increase the value of an investment in New Above Food’s securities. Investors in New Above Food’s securities may experience a decrease, which could be substantial, in the value of their securities, including decreases unrelated to our operating performance, financial results or prospects. Your only opportunity to achieve a return on your investment in New Above Food’s securities may be if the market price of such securities appreciates and you sell your securities at a profit. The market price for New Above Food’s securities may never exceed, and may fall below, the price that you paid for such securities. You could lose all or part of your investment in New Above Food as a result.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If New Above Food becomes involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the business regardless of the outcome of such litigation.

Because New Above Food [became] a public reporting company by means other than a traditional underwritten public offering, New Above Food’s shareholders may face additional risks and uncertainties.

Because New Above Food became a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there [was] no independent third-party underwriter selling the New Above Food Common Shares, and, accordingly, New Above Food’s shareholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because New Above Food [did not become] a public reporting company by means of a traditional underwritten public offering, there are material risks, including the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Because no independent third-party underwriter sold the New Above Food Common Shares, you must rely on the information included in this Registration Statement. Although Bite performed a due diligence review and investigation of Above Food in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in New Above Food because it may not have uncovered facts that would be important to a potential investor.

In addition, because New Above Food [did] not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of New Above Food. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of New Above Food than they might if New Above Food became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with New Above Food as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the New Above Food Common Shares could have an adverse effect on New Above Food’s ability to develop a liquid market for the New Above Food Common Shares.

The rights of holders of New Above Food Common Shares may be impaired by the possible future issuance of preferred stock.

The New Above Food Board has the right, without approval of the holders of New Above Food Common Shares, to issue preferred stock with voting, dividend, conversion, liquidation and other rights which could adversely affect the voting power and equity interest of the holders of New Above Food Common Shares, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change-of-control. The possible negative impact on takeover attempts could adversely affect the price of New Above Food Common Shares. Although there is no present intention to issue any additional shares of preferred stock, New Above Food may issue these shares in the future.

We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future on New Above Food Common Shares.

We have not paid cash dividends on our common shares to date and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on New Above Food Common Shares will depend on earnings, financial condition, and other business and economic factors affecting us at such time as the New Above Food Board may consider relevant. If New Above Food does not pay dividends, New Above Food Common Shares may be less valuable because a return on a stockholders’ investment will only occur if the stock price appreciates. There are no accrued dividends currently payable to holders of our common shares, and no preferred stock is outstanding.

The New Above Food Articles, together with the New Above Food Bylaws, and Canadian laws and regulations applicable to New Above Food may adversely affect New Above Food’s ability to take actions that could be deemed beneficial to New Above Food Shareholders (as defined below).

New Above Food is subject to different corporate requirements than a corporation organized under the laws of the United States. The New Above Food Articles, the New Above Food Bylaws as well as the ABCA, set forth various rights and obligations that are unique to New Above Food as a company incorporated under the laws of Alberta. These requirements may limit or otherwise adversely affect New Above Food’s ability to take actions that could be beneficial to the holders of New Above Food Common Shares issued and outstanding at such time (the “New Above Food Shareholders”).

Provisions of the laws of the Province of Alberta and the federal laws of Canada may also have the effect of delaying or preventing a Change of Control (as defined in the New Above Food Articles) or changes in New Above Food’s management. For example, the ABCA includes provisions that require any shareholder proposal that includes nominations for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting at which the proposal is to be presented.

The Investment Canada Act requires that a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. As a “Canadian business,” an acquisition of control of New Above Food by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded. Furthermore, limitations on the ability to acquire and hold New Above Food Common Shares may be imposed by the Competition Act. This legislation permits the Commissioner of Competition appointed under the Competition Act to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in New Above Food.

New Above Food Articles permit it to issue an unlimited number of New Above Food Common Shares without additional shareholder approval.

New Above Food Articles permit it to issue an unlimited number of New Above Food Common Shares. New Above Food may, from time to time, issue additional New Above Food Common Shares in the future. Subject to the requirements of the Nasdaq, New Above Food will not be required to obtain the approval of shareholders for the issuance of additional New Above Food Common Shares. Any further issuances of New Above Food Common Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

Our issuance of additional New Above Food Common Shares, warrants or convertible securities may dilute your ownership interest in us and could adversely affect our share price.

From time to time in the future, we may issue additional New Above Food Common Shares, warrants or other securities convertible into New Above Food Common Shares pursuant to a variety of transactions, including acquisitions. Additional New Above Food Common Shares may also be issued upon exercise of outstanding stock options and warrants. The issuance by us of additional New Above Food Common Shares, warrants or other securities convertible into New Above Food Common Shares would dilute your ownership interest in us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our New Above Food Common Shares and warrants. Subject to the satisfaction of vesting conditions and the expiration of our lock-up, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional New Above Food Common Shares or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional New Above Food Common Shares, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our New Above Food Common Shares and warrants, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our New Above Food Common Shares. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of New Above Food Common Shares and warrants bear the risk that our future offerings may reduce the market price of our New Above Food Common Shares and warrants and dilute their percentage ownership.

Future sales, or the perception of future sales, of our New Above Food Common Shares and warrants by us or our existing securityholders in the public market could cause the market price for our New Above Food Common Shares and warrants to decline.

The sale of substantial amounts of New Above Food Common Shares or warrants in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our New Above Food Common Shares and warrants. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

On June 13, 2024, Above Food and Enhol entered into the Enhol Subscription Agreement under which Enhol agreed to purchase 2,377,082 Above Food Common Shares at a price of $2.103419 per share ($10.00 per share of New Above Food Common Shares), which Above Food common shares converted into 500,000 New Above Food Common Shares at closing of the Business Combination, and 50% of Enhol’s shares (250,000 shares) are locked up for 60 days and the remaining 50% of Enhol’s shares (250,000 shares) are locked up for 180 days after the Closing Date. Further, Above Food entered into subscription agreements with several investors to purchase 530,000 New Above Food Common Shares, 25% of which are locked up for 90 days beginning July 1, 2024. In addition, Above Food, Enhol, and Gonzalo Agorreta Preciado entered into the Enhol SPA under which Above Food agreed that Enhol and Mr. Preciado’s shares under the Enhol SPA would participate in the Share Exchange and such shares issued pursuant to the Enhol SPA are locked up for 12 months, beginning July 1, 2024.

Pursuant to the terms of the Plan of Arrangement approved by the Court in the Final Order dated June 18, 2024, all New Above Food Common Shares issued to former Above Food shareholders in exchange for their Above Food Common Shares held immediately prior to the effective time of the Plan of Arrangement are subject to certain restrictions on transfer and exceptions, whereby 90% of each such former Above Food shareholder’s New Above Food Common Shares issued under the Plan of Arrangement may not be transferred without the consent of New Above Food, except in certain circumstances, until the earlier of the date that is: (a) (i) the six month anniversary of the effective date of the Plan of Arrangement (the “Effective Date”), or (ii) in the case of certain designated holders, the twelve month anniversary of the Effective Date; (b) such time, if ever, after 150 calendar days after the Effective Date that the volume-weighted average trading price of the New Above Food Common Shares on the national stock exchange on which such security is trading equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and similar corporate events) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Effective Date; and (c) such date on which New Above Food completes a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of New Above Food having the right to exchange their New Above Food Common Shares for cash, securities or other property.

Upon the expiration or waiver of the lock-up provisions described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144.

As restrictions on resale end, the market price of shares of our New Above Food Common Shares and warrants could drop significantly if the holders of these shares or warrants sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our New Above Food Common Shares or other securities.

In addition, the New Above Food Common Shares reserved for future issuance under the omnibus equity incentive plan of New Above Food (the “New Above Food Equity Incentive Plan”) will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up provisions and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The aggregate number of New Above Food Common Shares that are available for issuance under the New Above Food Equity Incentive Plan is equal to (i) 5,531,914 Common Shares and (ii) an annual increase for ten years on the first day of each calendar year beginning January 1, 2025, equal to the lesser of (A) 5% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the New Above Food Board. The maximum number of New Above Food Common Shares that may be issued pursuant to the exercise of incentive stock options (“ISOs”) granted under the New Above Food Equity Incentive Plan is equal to 27,659,567 shares. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our New Above Food Common Shares or securities convertible into or exchangeable for New Above Food Common Shares issued pursuant to our equity incentive plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

Because Above Food operated previously as a private company, New Above Food has limited experience complying with public company obligations and fulfilling these obligations could be expensive and time consuming and may divert management’s attention from the day-to-day operation of its business.

Above Food operated historically as a privately-owned company and, accordingly, many of its senior management have limited experience managing a publicly-traded company and have limited experience complying with the increasingly complex laws pertaining to public companies. In particular, the significant regulatory oversight and reporting obligations imposed on public companies require substantial attention from Above Food’s senior management and may divert attention away from the day-to-day management of its businesses, which could have a material adverse effect on Above Food’s business, financial condition and results of operations. Similarly, new corporate governance obligations, including with respect to the adoption and implementation of the appropriate corporate governance policies, and concurrent service on the Above Food Board and possibly multiple board committees, may impose additional burdens on Above Food’s non-executive directors.

New Above Food incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

New Above Food faces a significant increase in insurance, legal, accounting, administrative and other costs and expenses as a public company that Above Food did not historically incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose additional reporting and other obligations on public companies. These expenses may increase even more after New Above Food is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Above Food to carry out activities Above Food has not done previously. For example, New Above Food will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Above Food could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Above Food’s reputation or investor perceptions of it. Being a public company could make it more difficult or costly for New Above Food to obtain certain types of insurance, including director and officer liability insurance, and New Above Food may be forced to accept reduced policy limits and coverage with increased self-retention risk or incur substantially higher costs to obtain the same or similar coverage. Being a public company could also make it more difficult and expensive for New Above Food to attract and retain qualified persons to serve on the New Above Food Board, board committees or as executive officers. Furthermore, if New Above Food is unable to satisfy its obligations as a public company, it could be subject to delisting of its common shares, fines, sanctions and other regulatory action and potentially civil litigation. We cannot predict or estimate the amount or timing of additional costs New Above Food may incur to respond to these requirements.

The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Above Food to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on New Above Food’s business, operating results and stock price.

Prior to the consummation of the Business Combination, Above Food was neither a publicly listed company, nor an affiliate of a publicly listed company, and had not dedicated accounting personnel and other resources to address internal control and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports.

The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Above Food as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are be applicable after the Business Combination. If New Above Food is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of New Above Food common shares.

Prior to the Business Combination, neither Above Food nor its auditors were required to perform an evaluation of internal control over financial reporting as of January 31, 2023 and 2024 in accordance with the provisions of the Sarbanes-Oxley Act as it was a private company. Following the Business Combination, New Above Food’s independent registered public accounting firm will not be required to report on the effectiveness of its internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until New Above Food’s first annual report on Form 20-F following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the first sale of common equity securities pursuant to an effective registration statement. If such evaluation were performed, control deficiencies could be identified by our management, and those control deficiencies could also represent one or more material weaknesses. In addition, New Above Food cannot predict the outcome of this determination and whether New Above Food will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years New Above Food is unable to assert that New Above Food’s internal control over financial reporting is effective, or if New Above Food’s auditors express an opinion that New Above Food’s internal control over financial reporting is ineffective, New Above Food may fail to meet the future reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause our investors to have less confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of New Above Food’s securities.

New Above Food will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, New Above Food’s common shares may be less attractive to investors.

New Above Food will be deemed to be an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and it intends to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including:

New Above Food may take advantage of these reporting exemptions until it is no longer an emerging growth company. New Above Food will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, (b) in which New Above Food has total annual gross revenue of at least $1.235 billion, or (c) in which New Above Food is deemed to be a large accelerated filer, which means the market value of New Above Food common shares that is held by non-affiliates exceeds $700 million as of the prior July 31^st, and (2) the date on which New Above Food has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as New Above Food is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. New Above Food has elected to avail itself of this exemption from new or revised accounting standards and, therefore, it may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find the New Above Food common shares less attractive because New Above Food relies on these exemptions, which may result in a less active trading market for the New Above Food common shares and the price of the New Above Food common shares may be more volatile.

New Above Food cannot predict if investors will find its common shares less attractive because it will rely on the accommodations and exemptions available to emerging growth companies. If some investors find New Above Food common shares less attractive as a result, there may be a less active trading market for common shares and New Above Food’s share price may be more volatile.

New Above Food is a foreign private issuer and, as a result, New Above Food is not subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Because New Above Food qualifies as a foreign private issuer under the Exchange Act, New Above Food is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a foreign private issuer, and as permitted by the listing requirements of the Nasdaq, New Above Food will follow certain home country governance practices rather than the corporate governance requirements of the Nasdaq.

As a foreign private issuer, New Above Food will be permitted to follow certain home country corporate governance practices instead of those otherwise required under the corporate governance requirements of the Nasdaq (“Nasdaq Rules”) for domestic issuers, provided that New Above Food discloses the requirements it is not following and describe the home country practices it is following. The Nasdaq requires listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, New Above Food will be permitted to follow home country practice in lieu of that requirement. We expect that no fewer than four members of the New Above Food Board will be independent. New Above Food may elect to follow certain other home country corporate governance practices in lieu of the requirements for U.S. companies listed on the Nasdaq, as permitted by the rules of the Nasdaq, in which case the protection that is afforded to our shareholders would be different from that accorded to investors of U.S. domestic issuers.

New Above Food may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, New Above Food will be a foreign private issuer, and therefore, New Above Food will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the last determination was made with respect to New Above Food on July 31, 2023. In the future, New Above Food would lose its foreign private issuer status if (1) more than 50% of New Above Food’s outstanding voting securities are owned by U.S. residents and (2) a majority of New Above Food’s directors or executive officers are U.S. citizens or residents, or New Above Food fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If New Above Food loses its foreign private issuer status, New Above Food will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. New Above Food will also have to mandatorily comply with U.S. federal proxy requirements, and New Above Food’s officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, New Above Food will lose its ability to rely upon exemptions from certain Nasdaq Rules. As a U.S. listed public company that is not a foreign private issuer, New Above Food will incur significant additional legal, accounting and other expenses that New Above Food will not incur as a foreign private issuer.

The IRS may not agree that New Above Food (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes or (ii) should not be treated as a “surrogate foreign corporation.” 

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, New Above Food, which is incorporated under the laws of Canada, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If New Above Food were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations - Non-U.S. Holders”) could be subject to U.S. withholding tax.

New Above Food is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes as a result of the Business Combination. However, the rules for determining ownership and whether the “expanded affiliated group” that includes New Above Food has “substantial business activities” in Canada under Section 7874 are complex and the subject of ongoing legislative and regulatory review and change. Accordingly, there can be no assurance that the IRS would not assert that New Above Food should be treated as a U.S. corporation for U.S. federal income tax purposes as a result of the Business Combination or that such an assertion would not be sustained by a court in the event of litigation.

In addition, even if New Above Food is not treated as a U.S. corporation pursuant to Section 7874 of the Code as a result of the Business Combination, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former Bite shareholders exceeds a threshold amount and the “expanded affiliated group” that includes New Above Food did not have substantial business activities in Canada at the time of the relevant completion date of the Business Combination, each as determined for purposes of Section 7874 of the Code and the Treasury Regulations promulgated thereunder. If it were determined that New Above Food is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code, New Above Food and certain of New Above Food’s affiliates and shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates, and the requirement that any U.S. corporation owned by New Above Food include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation, currently at a rate of 20%. New Above Food is not currently expected to be treated as a “surrogate foreign corporation” for purposes of Section 7874 of the Code by reason of the Business Combination.

Section 7874 of the Code and the Treasury Regulations promulgated thereunder are highly complex and subject to uncertainty and change. All holders are urged to consult their tax advisors regarding the application of Section 7874 of the Code and the Treasury Regulations promulgated thereunder.

If a U.S. person is treated as owning at least 10% of the stock of New Above Food, such person may be subject to adverse U.S. federal income tax consequences. 

If a U.S. holder (as defined under “Material U.S. Federal Income Tax Considerations”) is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the stock of New Above Food, such holder may be treated as a “United States shareholder” with respect to each of New Above Food and its direct and indirect subsidiaries (the “New Above Food Group”) that is a “controlled foreign corporation,” (a “CFC”), for U.S. federal income tax purposes. A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. If the New Above Food Group includes one or more U.S. subsidiaries, certain of New Above Food’s non-U.S. subsidiaries could be treated as CFCs regardless of whether New Above Food is treated as a CFC. As of the consummation of the Business Combination, the New Above Food Group includes a U.S. subsidiary.

If New Above Food or any of its non-U.S. subsidiaries is a CFC, 10% “United States shareholders” will be subject to adverse income inclusion and reporting requirements with respect to such CFC. No assurance can be provided that New Above Food will assist holders in determining whether it or any of its non-U.S. subsidiaries is treated as a CFC or whether any holder is treated as a United States shareholder with respect to any of such CFCs or furnish to any holder information that may be necessary to comply with reporting and tax payment obligations with respect to such CFCs.

If New Above Food is characterized as a Passive Foreign Investment Company (“PFIC”) for U.S. federal income tax purposes, U.S. holders may suffer adverse tax consequences. 

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Based on the current and anticipated composition of the income, assets and operations of New Above Food and its subsidiaries, it cannot be determined as to whether New Above Food will be treated as a PFIC for its current taxable year, which includes the Business Combination, and there can be no assurances in this regard or any assurances that New Above Food will not be treated as a PFIC in any future taxable year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and there is no assurance that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Whether New Above Food is a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of New Above Food’s income and assets, and the market value of its and its subsidiaries’ shares and/or assets (as applicable). Changes in the composition of New Above Food’s income or composition of New Above Food or any of its subsidiaries’ assets may cause New Above Food to be or become a PFIC for the current or subsequent taxable years. Whether New Above Food is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

If New Above Food is a PFIC for any taxable year, a U.S. holder (as defined under “Material U.S. Federal Income Tax Considerations”) of New Above Food Common Shares may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see “Material U.S. Federal Income Tax - U.S. Holders - Owners of Common Shares - Passive Foreign Investment Company Rules.” U.S. holders of New Above Food Common Shares are strongly encouraged to consult their own advisors regarding the potential application of these rules to New Above Food and the ownership of New Above Food Common Shares.

Canadian and U.S. investors may find it difficult or impossible to effect service of process and enforce judgments against New Above Food, New Above Food directors and New Above Food executive officers.

Certain directors of New Above Food reside outside of Canada. Consequently, it may not be possible for Canadian investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process. Furthermore, it may be difficult to realize upon or enforce in Canada any judgment of a court of Canada against the directors of New Above Food who reside outside of Canada since a substantial portion of the assets of such person may be located outside of Canada.

Similarly, New Above Food is incorporated under the laws of Alberta, Canada, and most of its officers and directors are not residents of the United States, and substantially all of the assets of New Above Food are located outside the United States. As a result, it may be difficult for U.S. investors to: (i) effect service of process within the United States upon New Above Food or those directors and officers who are not residents of the United States; or (ii) realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws.

If securities or industry analysts do not publish research or reports or publish unfavorable research or reports about New Above Food’s business, New Above Food’s stock price and trading volume could decline.

The trading market for New Above Food Common Shares will depend in part on the research and reports that third-party securities analysts publish about New Above Food and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of New Above Food, the price and trading volume of New Above Food’s securities would likely be negatively impacted. If any of the analysts who may cover New Above Food change their recommendation regarding New Above Food’s securities adversely, or provide more favorable relative recommendations about our competitors, the price of New Above Food’s securities would likely decline. If any analyst who may cover New Above Food ceases covering New Above Food or fails to regularly publish reports on New Above Food, we could lose visibility in the financial markets, which could cause the price or trading volume of New Above Food’s securities to decline. Moreover, if one or more of the analysts who cover New Above Food downgrades the New Above Food Common Shares, or if the reported results do not meet their expectations, the market price of New Above Food Common Shares could decline.

There is no guarantee that the exercise price of Company Warrants will ever be less than the trading price of the Common Shares, and the Company Warrants may expire worthless. In addition, we may reduce the exercise price of the Company Warrants in accordance with the provisions of the A&R Warrant Agreement, and a reduction in exercise price of the Company Warrants would decrease the maximum amount of cash proceeds we could receive upon the exercise in full of the Company Warrants for cash.

As of the date of this prospectus, the exercise price for Company Warrants is $11.50 per Common Share. On July 9, 2024, the closing price of our Common Shares was $2.33 on Nasdaq. If the price of our Common Shares remains below $11.50 per share, we believe our warrantholders will be unlikely to exercise their Company Warrants, resulting in little or no cash proceeds to us. There is no guarantee that the Company Warrants will be in the money prior to their expiration and, as such, the Company Warrants may expire worthless.

In addition, at the current exercise price of $11.50 per share, we would receive up to approximately $3.85 million from the exercise of the Company Warrants, assuming the exercise in full of all of the Company Warrants for cash.

New climate-related disclosure obligations in proposed SEC rule amendments could have uncertain impacts on our business, impose additional reporting obligations on us, and increase our costs.

Following from 2022, the SEC proposed rule amendments that would implement a framework for the reporting of climate-related risks and create a wide range of new climate-related disclosure obligations for all registrants, including us. The proposed rules would require us to include certain climate-related information in registration statements and annual reports, including (i) climate-related risks and their actual or likely material impacts on our business, strategy, and outlook; (ii) our governance of climate-related risks and relevant risk management processes; (iii) information on our greenhouse gas emissions; (iv) certain climate-related financial statement metrics and related disclosures in a note to our audited financial statements; and (v) information about our climate-related targets, goals, and transition plans.

The proposed rules remain open to public comment and may be subject to challenges and litigation. Thus, the ultimate scope and impact of the proposed rules on our business remain uncertain. To the extent new rules, if finalized, impose additional reporting obligations on us, we could face substantial increased costs. Separately, the SEC also announced it is scrutinizing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.

USE OF PROCEEDS

We will not receive any proceeds from the sale of New Above Food Common Shares by the Selling Securityholders pursuant to this prospectus.

The Company would receive up to an aggregate of approximately $3.85 million from the exercise of Company Warrants, assuming the exercise in full of all such warrants for cash. We expect to use the net proceeds from the exercise of Company Warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of any proceeds received from the exercise of the Company Warrants.

There is no assurance that the holders of Company Warrants will elect to exercise any or all of the Company Warrants. Whether holders of Company Warrants will exercise their Company Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of the Common Shares, the last reported sales price for which was $2.33 per share on July 9, 2024 on Nasdaq. Each Company Warrant is exercisable for one Common Share at an exercise price of $11.50. Therefore, if and when the trading price of the Common Shares is less than $11.50, we expect that holders of Company Warrants would not exercise their Company Warrants. Although we could receive up to an aggregate of approximately $3.85 million if all of the Company Warrants are exercised for cash, we would only receive any proceeds if and when the holders exercise those warrants. The Company Warrants may not be in the money during the period they are exercisable and prior to their expiration, and the Company Warrants may not be exercised prior to their maturity on June 28, 2029, even if they are in the money, and as such, the Company Warrants may expire worthless and we may receive minimal proceeds, if any, from the exercise of the Company Warrants. To the extent that any of the Company Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise. As a result, we do not expect to rely on the cash exercise of Company Warrants to fund our operations. Instead, we intend to rely on other sources of cash discussed elsewhere in this prospectus to continue to fund our operations.

The Selling Securityholders will pay all incremental selling expenses relating to the sale of their New Above Food Common Shares, including underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the Selling Securityholders. We will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

MARKET PRICE OF OUR SECURITIES AND DIVIDENDS

Our Common Shares were listed on Nasdaq under the symbol “ABVE” on July 1, 2024. On July 9, 2024, the last reported sale prices of the Common Shares on Nasdaq was $2.33 per share.

DIVIDEND POLICY 

Neither the Company nor its predecessors has paid any dividends to its shareholders. Under the New Above Food Articles, the holders of the Common Shares will be entitled to receive dividends at such times and in such amounts as the Board may in their discretion from time to time declare, subject to the prior rights and privileges attached to any other class or series of shares of the Company ranking senior to the Common Shares.

Under the ABCA, the Company may not pay a dividend in money or other property if there are reasonable grounds for believing that the Company is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the Company’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

We have never declared or paid any cash dividends on our Common Shares. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our New Above Food Common Shares in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of applicable law affecting the payment of dividends and distributions to shareholders and any other factors or considerations the board of directors deems relevant.

Determination of Offering Price

We cannot currently determine the price or prices at which New Above Food Common Shares may be sold by the Selling Securityholders under this prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On the Closing Date, Above Food, New Above Food, and Merger Sub, closed the Business Combination Agreement with Bite to consummate the Business Combination. As of Closing, Above Food is a direct, wholly owned subsidiary of New Above Food and Merger Sub was a direct, wholly owned subsidiary of New Above Food prior to merging with and into Bite upon consummation of the Business Combination. The Business Combination Agreement was entered into on April 9, 2023 and amended on March 12, 2024.

Bite was a blank check company incorporated in Delaware on September 29, 2020. Bite was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.

Above Food is a Saskatchewan-based innovative food company leveraging its vertically integrated supply chain to deliver differentiated ingredients and consumer products.

New Above Food was incorporated under the laws of Alberta, Canada on April 18, 2023, for the purposes of the Business Combination and has not had material operations from the date of its formation.

Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order:

Pursuant to the Share Exchange, a number of New Above Food Common Shares equal to US $206,000,000 divided by US $10.00 was issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. Upon completion of the Share Exchange, all of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange converted, respectively, into options, restricted share units and warrants exercisable for New Above Food Common Shares.

As a result of the Merger, (i) each issued and outstanding share of Bite’s common stock is no longer outstanding and was automatically converted into and exchanged for the right to receive one New Above Food Common Share and (ii) each issued and outstanding warrant to purchase shares of Bite’s common stock is no longer outstanding and was, pursuant to the terms of the Warrant Agreement, dated February 11, 2021, between Bite and Continental, automatically converted into and became one warrant to purchase New Above Food Common Shares, and all rights with respect to shares of Bite’s common stock underlying such warrants was automatically converted into rights with respect to New Above Food Common Shares, in each case, with New Above Food issuing a number of New Above Food Common Shares and warrants in accordance with the Business Combination Agreement.

At the effective time of the Share Exchange, New Above Food (A) issued to the holders of Above Food’s shares an amount of (i) New Above Food Class A Earnout Shares and (ii) New Above Food Class B Earnout Shares, in each case equal to the number of shares of Above Food multiplied by the Above Food Earnout Ratio (as defined below), and (B) allocated to the holders of Above Food’s warrants, for issuance upon exercise thereof, an amount of New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares, in each case equal to the number of shares of Above Food underlying Above Food warrants multiplied by the Above Food Earnout Ratio. All or a portion of the Above Food Earnout Shares will convert into New Above Food Common Shares, if certain conditions are satisfied within five years following the Closing Date, as described in this Registration Statement/Proxy Statement. Unless converted into New Above Food Common Shares as a result of the foregoing conditions being satisfied, the Above Food Earnout Shares shall bear no economic or voting rights other than the right to be redeemed at a price of US $0.00000000001 per share upon certain conditions.

Prior to signing the Business Combination Agreement, Above Food, the Sponsor and certain strategic investors entered into the Convertible Loan Agreement, pursuant to which the Lenders have loaned an aggregate of US $9,200,000 to Above Food. On the Closing Date, a portion of the Loan (as defined in the Convertible Loan Agreement) was converted into a number of New Above Food Common Shares equal to the principal amount of the Loan (plus the interest paid on the Closing Date in the form of New Above Food Common Shares pursuant to the terms of the Convertible Loan Agreement) divided by US $10.00. As of January 31, 2024, an aggregate of US $9,200,000 had been loaned under the Convertible Loan Agreement. As the unaudited pro forma condensed combined statement of operations assumes the close of the transaction on February 1, 2023 (and therefore the conversion of this loan into New Above Food Common Shares), the interest expense recognized with respect to this financing in Above Food’s historical financial statements has been removed. No interest related to the period from February 1, 2024 to the Closing Date has been recognized in the unaudited pro forma condensed combined balance sheet or statements of operations. The amount of New Above Food Common Shares that were issued related to interest incurred and reflected in Above Food’s historical financial statements is 80,704, and the amount of New Above Food Common Shares related to the interest incurred from February 1, 2024 to the Closing Date is 36,681. The latter amount has not been factored into the calculation of the shares to be issued and outstanding at the close of the Business Combination as reflected in the table below or in the earnings per share amounts in the unaudited pro forma condensed combined statements of operations.

After December 31, 2023, there have been two redemptions of common stock with resulting reductions of Bite’s Trust Account which have been reflected in the unaudited pro forma condensed combined financial information:

1. The redemption of 518,880 shares of common stock in connection with the stockholders vote to amend Bite's amended and restated certificate of incorporation on February 13, 2024.

2. The redemption of 2,308,860 shares of common stock in connection with the special meeting of Bite's shareholders held on April 29, 2024.

Prior to the Closing Date, Above Food issued Above Food common shares in exchange for cash proceeds of USD $5.0 million and USD $5.3 million to the sellers of Brotalia and Veghouse stockholders, respectively, and for a deposit of USD $3.2 million to Veghouse for future goods or services to be provided to New Above Food.

Upon completion of the Business Combination, Above Food’s existing shareholders, Bite’s public stockholders, Bite’s initial stockholders (including the Sponsor), Brotalia stockholders, Veghouse stockholders, and the Lenders own the following percentages of New Above Food Common Shares, not including the Above Food Earnout Shares. The amount of New Above Food Common Shares to be owned by the Lenders represents the conversion of the USD $4.9 million of lender financing outstanding and the associated USD $1.2 million of interest accrued up to January 31, 2024 into New Above Food Common Shares at a deemed value of USD $10 per share, excluding 36,681 New Above Food Common Shares expected to be issued for the interest accrued from February 1, 2024 to the Closing Date. The equity value outlined below is calculated assuming a share price of USD $10 per share issued.

Above Food has certain acquisitions that were either completed after the date of the Pro Forma Consolidated Balance Sheet or completed in connection with the closing of the Business Combination.

In connection with the below acquisitions, no transaction adjustments were made to the pro forma statements as the acquisitions are not considered significant pursuant to Regulation S-X Rule 3-05, individually or in the aggregate.

On September 7, 2021, Above Food entered into the ANF Purchase Agreement with ANF’s majority owner, ANF Holdco LLC, to acquire all membership interests in ANF in four separate tranches. As at January 31, 2024, Above Food has a membership interest of 33.06%. Upon conclusion of the Business Combination, under the terms of a new agreement dated June 21, 2024, Above Food acquired the remaining 66.94% of ANF by issuing 1,604,253 New Above Food Common Shares.

On August 28, 2023, Above Food entered into an asset-purchase agreement pursuant to which Above Food will purchase certain AI-based genomic assets, intellectual property, and trait development technology licensing rights from NRGene Technologies Ltd. (“NRGene”) after the closing of the Business Combination. NRGene will receive a combination of cash and stock-based consideration, as well as royalties from commercialization of specific projects.

On June 13, 2024, Above Food entered into the Purchase Agreement with the owners of Brotalia S.L. to acquire all issued and outstanding share capital of Brotalia, a European-based company that leverages disruptive technologies through its food technology group to revolutionize the production of ingredients and foods.

The table above does not include the New Above Food Common Shares that are issued to ANF and Brotalia of approximately New Above Food Common Shares of 1,604,253 for ANF, and 1,300,000 for Brotalia, respectively. These acquisitions have not been reflected in the pro forma financial information as these acquisitions are not significant under Regulation S-X Rule 3-05.

Basis of Pro Forma Presentation

The following pro forma condensed combined balance sheet of New Above Food as of January 31, 2024 (the “Pro Forma Balance Sheet”) and the unaudited pro forma condensed combined statement of operations of New Above Food for the fiscal year ended January 31, 2024 (the “Year-End Pro Forma Statement of Operations”) were prepared giving effect to the Business Combination and related transactions. The Pro forma condensed combined balance sheet gives effect to the Business Combination as if it occurred on January 31, 2024. The Year-End Pro Forma Statements of Operations gives effect to the Business Combination as if it occurred on February 1, 2023.

The pro forma financial information has been derived from and should be read in conjunction with:

Prior to the closing of the Business Combination, New Above Food was a subsidiary of Above Food and its capitalization reflected in its historical balance sheet has been provided by Above Food. Accordingly, the historical balance sheet of New Above Food reflects cash and a loan to related parties, both of which would have been reflected in Above Food's historical consolidated balance sheet. Therefore, the New Above Food's historical balance sheet amounts were not included in the Pro Forma Balance Sheet as doing so would reflect these values twice.

Bite reports its historical financial information in US dollars (US $), while Above Food reports its financial information in Canadian dollars (CAD $). For purposes of this presentation, Bite’s consolidated balance sheet amounts have been translated into CAD $ using an exchange rate of US $1.00 to CAD $1.3226, which was the exchange rate in effect on December 31, 2023. Bite’s consolidated statement of operations have been translated into CAD $ using an average exchange rate of US $1.00 to CAD $1.3497 for the year ended December 31, 2023.

All amounts reported within this pro forma financial information are in Canadian Dollars unless otherwise noted.

For purposes of the presentation of the Transaction Adjustments, all US $ balance sheet and statement operations amounts have been translated using an exchange rate of US $1.00 to $1.3687, which was the exchange rate published by the Bank of Canada as of June 28, 2024.

The Business Combination Agreement contains a minimum cash requirement which is a condition to close that was waived by Above Food in its discretion (this condition is referred to herein as the “Available Cash Condition”). On the Closing Date, Above Food waived the Available Cash Condition. The pro forma financial information does not reflect the receipt of any additional sources of financing as of the Closing Date.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes only. The unaudited pro forma condensed combined financial information does not necessarily reflect what New Above Food’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of New Above Food. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The Pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

It is expected that the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Bite is expected to be treated as the “acquired” company for accounting purposes. Accordingly, the financial statements of New Above Food will represent a continuation of the financial statements of Above Food with the Proposed Transactions treated as the equivalent of Above Food issuing shares for the net assets of Bite, accompanied by a recapitalization. The net assets of Bite will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the transaction will be those of Above Food in future financial reports of New Above Food.

Above Food is expected to be the accounting acquirer based on evaluation of the following facts and circumstances:

The Year-End Pro Forma Statement of Operations present the combination of financial information of Above Food and Bite, after giving effect to the Business Combination and related adjustments described in the accompanying notes. The Year-End Pro Forma Statement of Operations is derived from Above Food’s consolidated statement of operations for the year ended January 31, 2024, and Bite’s statement of operations results for the year ended December 31, 2023. The Pro Forma Balance Sheet is derived from Above Food’s historical consolidated balance sheet as of January 31, 2024 and Bite’s historical balance sheet as of December 31, 2023. As there is less than 90 days of difference between Above Food’s and Bite’s historical financial statements used to derive the pro forma financial information, no adjustments have been made to conform the periods.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JANUARY 31, 2024

 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 31, 2024

NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET AND PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Transaction Adjustments

New Above Food issued 5,690,438 shares, valued at $13.69 (US$10) per share. The total share consideration was $77.9 million (US$56.9 million). The SPAC warrants replacements have an estimated fair value of, respectively, $66.4 million (US $48.5 million) (see adjustment 10).

The difference between the fair market value of consideration issued of $144.3 million (US $105.4 million) and Bite’s net liabilities of $4.5 million (US $3.4 million) is recorded in share capital. The reduction in share capital is further illustrated below:

The Year-End Pro Forma Statement of Operations also reflects a removal of the changes in fair value of convertible promissory notes of $2.0 million (US $1.5 million) recorded by Bite in its historical financial statements as these notes are settled upon conclusion of the Business Combination.

The Closing Date fair value of the Above warrants is estimated as of the Pro Forma Balance Sheet date of January 31, 2024 using the Black-Scholes option pricing model and the following assumptions based on the replacement terms:

If estimated fair value of underlying shares was 5% higher (lower), the Closing Date fair value recorded in the Pro Forma Balance Sheet would be $1.0 million higher ($0.9 million lower).

If the volatility assumed was 5% point higher (lower), the Closing Date fair value recorded in the Pro Forma Balance Sheet would be $0.6 million higher ($0.6 million lower).

Bite had 10,350,000 SPAC warrants including the 75,000 warrants underlying Sponsor Convertible Promissory Note as of the Closing Date. Upon the conclusion of the Business Combination, the SPAC warrants were converted into warrants exercisable into units that consists of New Above Food Common Shares to purchase New Above Food share, under the pre-existing conversion term of the SPAC warrants. The replacement warrants are considered a liability measured at fair value as their exercise price is denominated in U.S. Dollars whereas New Above Food’s functional currency is the Canadian Dollar. As noted in adjustment 3, the replacement SPAC warrants form as part of the consideration issued to the SPAC in the reverse recapitalization, and the difference between the estimated fair value of the total consideration and the fair value of Bite’s net assets was recorded in share capital in the Pro Forma Balance Sheet and did not result in a gain or a loss in the pro forma income statement.

The Closing Date fair value of the SPAC warrants is estimated as of the Pro Forma Balance Sheet date of January 31, 2024 using the Black-Scholes option pricing model and the following assumptions based on the replacement terms:

If estimated fair value of underlying shares was 5% higher (lower), the Closing Date fair value recorded in the Pro Forma Balance Sheet would be $5.2 million higher ($5.1 million lower).

If the volatility assumed was 5% point higher (lower), the Closing Date fair value recorded in the Pro Forma Balance Sheet would be $3.7 million higher ($3.8 million lower).

While the Above Food warrants and warrants issued to replace the public and private SPAC warrants are measured at fair value, no remeasurement has been reflected in the Year-End Pro Forma Statements of Operations as the Company cannot currently predict the path of New Above Food’s share price, or related volatility, after the Business Combinations occurs. With all the other variables held constant, increases in underlying share price or volatility will generally result in higher fair value of these warrants and a higher liability balance. Changes in fair value and their impact on New Above Food’s consolidated statement of operations in periods after the Business Combination could be significant.

Options issued to Above Food shareholders — 3,354,941

Restricted shares issued to Above Food employees — 1,514,459

Warrants issued to Above Food shareholders — 11,293,305 (exercisable into 2,375,455 New Above Food common shares)

Earn out shares issued to Above Food shareholders —6,113,742

Bite’s public warrants and private warrants issued to the sponsor — 10,350,000

The Closing Date fair value of the earnout shares was estimated as of the Pro Forma Balance Sheet date of January 31, 2024 using a Monte-Carlo simulation model and the following assumptions and recorded in the Pro Forma Balance Sheet:

If estimated fair value of underlying shares was 5% higher (lower), the Closing Date fair value recorded in the Pro Forma Balance Sheet would be $5.3 million higher (lower).

If the volatility assumed was 5% point higher (lower), the Closing Date fair value recorded in the Pro Forma Balance Sheet would be $1.5 million higher ($1.8 million lower).

While the New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares are measured at fair value, no remeasurement has been reflected in the Year-End Pro Forma Statement of Operations as the Company cannot currently predict the path of New Above Food’s traded share price, or related volatility, after the Business Combinations occurs. With all the other variables held constant, increases in underlying share price or volatility will generally result in higher fair value of the New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares. Changes in fair value and their impact on New Above Food’s consolidated statement of operations in periods after the Business Combination could be significant.

BUSINESS

Shareholders should read this section in conjunction with the more detailed information about Above Food contained in this Registration Statement, including Above Food’s audited and unaudited financial statements and the other information appearing in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Above Food.” In this section, references to “the Company,” “New Above Food,” “we,” “us,” “Above Food” and “our” are intended to refer to Above Food Ingredients Inc. and its subsidiaries, unless the context clearly indicates otherwise.

The Company is a Saskatchewan-based regenerative ingredient company with a vertically integrated supply chain that produces products made with carefully sourced ingredients, with a priority on chain of custody, nutrition, flavor and transparency. Our vision is to create a healthier world – one seed, one field, and one bite at a time. With a priority on chain of custody plant proteins, enabled by scaled operations and infrastructure in primary agriculture and ingredient processing, we aim to deliver food to business and consumers with traceability, quantifiable sustainability, and nutrient density. The Company’s principal place of business is located at 2305 Victoria Avenue #001, Regina, Saskatchewan, Canada S4P 0S7 and its telephone number is (306) 779-2268. Our corporate website address is www.abovefood.com. The information contained on, or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into this Registration Statement.

Our History

The Business Combination

On June 28, 2024 (the “Closing Date”), the Company consummated its previously announced business combination, pursuant to the Business Combination Agreement, dated as of April 29, 2023 as amended on March 12, 2024 (the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), with Bite Acquisition Corp., a Delaware corporation (“Bite”), Above Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), the Company and Above Food Corp., a corporation incorporated under the laws of Saskatchewan, Canada (“Above Food”).

As part of the Business Combination, on May 6, 2024, Above Food continued from the laws of Saskatchewan to a corporation under the laws of the Province of Alberta pursuant to the Business Corporations Act (Alberta) (the “ABCA”).

On the Closing Date, pursuant to a court-approved plan of arrangement (the “Plan of Arrangement”), approved by the Court of King’s Bench of Alberta (the “Court”) pursuant to the Final Order of the Court dated June 18, 2024 (the “Final Order”), Above Food’s shareholders effected a share exchange pursuant to which, among other things, Above Food became a direct, wholly owned subsidiary of New Above Food; and following the completion of the share exchange, Merger Sub merged with and into Bite pursuant to a Delaware statutory merger (the “Merger”), with Bite continuing as the surviving corporation following the Merger (“Surviving Bite”), as a result of which Surviving Bite became a direct, wholly owned subsidiary of the Company.

On the Closing Date, pursuant to the Plan of Arrangement and prior to the effective time of the Merger (the “Merger Effective Time”), among other things, (i) the holders of common shares of Above Food (“Above Food Common Shares”) received, in the aggregate, 22,692,288 common shares of the Company (“Common Shares” or “New Above Food Common Shares”) in exchange for their Above Food Common Shares (the “Share Exchange”), (ii) the holders of warrants to purchase Above Food Common Shares pursuant to the Warrant Indenture, dated January 18, 2021, between Above Food, as issuer, and Odyssey Trust Company, as warrant agent, as amended by the Amended and Restated Warrant Indenture dated June 28, 2024 (the “A&R Warrant Indenture”) (the “Above Food Warrants”) received 10,611,244 warrants to purchase Common Shares, as adjusted in accordance with the Plan of Arrangement (the “Company Legacy Warrants”), in exchange for their Above Food Warrants and in the numbers determined in accordance with the Plan of Arrangement.

On the Closing Date, at the Merger Effective Time, (i) holders of Bite common stock, par value $0.001 per share (“Bite Common Stock”) (after giving effect to the stockholder redemptions of the Bite Common Stock) received, in aggregate, 5,840,438 Common Shares for their shares of Bite Common Stock and (ii) private placement warrants to purchase shares of Bite pursuant to the Warrant Agreement, dated February 11, 2021, between Bite and Continental Stock Transfer & Trust Company, held by the Sponsor were converted into 275,000 warrants to purchase Common Shares (the “Company Warrants”) pursuant to the Amended and Restated Warrant Agreement, dated June 28, 2024, between the Company, Above Food, Bite and Continental Stock Transfer & Trust Company (the “A&R Warrant Agreement”). In addition, immediately prior the Merger Effective time (i) the outstanding units of Bite were each automatically separated into one share of Bite Common Stock and one-half of one Bite Public Warrant, which were exchanged for Common Shares and Company Warrants.

The Company

The Company is an Alberta corporation incorporated on April 18, 2023. The Company became the parent company of Surviving Bite and Above Food upon the closing of the Business Combination. Prior to the Closing of the Business Combination, the Company had not conducted any material activities other than those incidental to its formation and to the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Since the Closing of the Business Combination, the Company has continued the business of Above Food.

Above Food Corporate History

Above Food was incorporated under the provisions of the Business Corporations Act Saskatchewan on September 21, 2020 under the name 102111971 Saskatchewan Ltd., and on December 21, 2020, filed articles of amendment to change its name to Above Food Corp. Additionally, on December 31, 2020, Above Food filed articles of amendment to, among other things, (i) effect a 1-for-10 share split (the “AF Share Split”) of all of the issued and outstanding Class A shares, and (ii) change its authorized stated capital from Class A shares through Class J shares to an unlimited number of common shares and preferred shares.

PCFC Acquisition

Pursuant to that certain Share Purchase Agreement, dated and effective December 15, 2020, Above Food acquired 100% of the issued and outstanding shares of PCFC and Above Food Brands Inc. (“AFBI”) by issuing 3,165,000 Above Food Common Shares (31,650,000 Above Food Common Shares post AF Share Split) and 1,582,500 Above Food Common Shares (15,825,000 Above Food Common Shares post AF Share Split) to shareholders of PCFC and AFBI, respectively. The transactions were deemed to not have commercial substance as both Above Food and AFBI were private shell companies with nominal assets. Accordingly, the transactions were accounted for as a continuation of the business of PCFC, whose shareholders became the majority shareholders of the combined entity, Above Food.

Kindersley and Avonlea Acquisitions

Pursuant to an asset purchase agreement dated effective August 20, 2021, PCFC acquired from Fill-More Seeds Inc. (“Fill-More”) the Seaboard Special Crop Ingredient Processing and Packaging grain elevator located in Avonlea, Saskatchewan along with equipment, machinery, tools and other items and materials used in Fill-More’s pulse processing business. The aggregate purchase price for the acquired assets was $7,800,000, subject to certain closing adjustments and a construction holdback. In addition to the acquired assets, PCFC. Also purchased the commodities inventory remaining at the purchased property from PS International Canada Corp. for a purchase price of $352,166.

Pursuant to an asset purchase agreement dated as of January 18, 2021, PCFC purchased from BDO Canada Limited, in its capacity as a court-appointed receiver and manager of Canpulse Foods Ltd. (“Canpulse”), certain assets related to Canpulse’s business of operating a processing facility for various items (including lentils, peas and canary seed) in Kindersley, Saskatchewan. The acquired assets included the benefits of certain contracts with Canadian National Railway Company which are necessary for access to rail including a lease agreement. The purchase price for the acquired assets was $7,250,000.

As security for certain credit facilities established by the Bank of Nova Scotia in favor of PCFC, PCFC (and Above Food, Purely Canada Kindersley Ingredients Inc. (“PCKI”) and Purely Canada Land Corp. (“PCLC”) as guarantors) granted a leasehold mortgage on the leased lands from the Canadian National Railway Company, an inter-creditor agreement, a general security agreement, an environmental warranty and indemnity agreement and an unlimited guarantee, each in favor of the Bank of Nova Scotia.

Wood & Water Acquisition

On July 13, 2021, Above Food acquired control of Wood & Water, operating as Culcherd, a dairy alternative company for $3,250,000 of consideration (which was reduced by a working capital adjustment of $16,590), payable in shares of Above Food, the number of which was based on the value of Above Food’s common shares at the time of issuance and subject to further adjustment if released early due to Above Food consummating a going public transaction. On April 13, 2022, Above Food issued 1,616,705 common shares as consideration to the shareholders of Wood & Water and the fair value of the consideration payable on that date was reclassified to common stock.

NorQuin Acquisition

On May 18, 2022, Above Food entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding common shares of Northern Quinoa Production Corporation (“NorQuin”), North America’s largest supplier of quinoa, for $3,163,610, subject to any working capital adjustments. Above Food paid the purchase price by issuing 1,565,595 common shares valued at $2,672,790 and 682,061 warrants with a total estimated fair value of $490,820 to the shareholders of NorQuin. The acquisition of NorQuin aligns with Above Food’s approach to becoming a distinguished, vertically integrated plant-based food company and we expect it to provide us with the benefits of a scaled portfolio of specialty ingredient capabilities, an increase in our customer base, synergies from reductions in operating costs, and an enhanced ability to innovate.

Discovery Seed Labs Acquisition

Effective March 23, 2023, Above Food entered into that certain Share Purchase Agreement with Discovery Seed Labs Ltd. (“Discovery Seed”) and certain shareholders of Discovery Seed party thereto (the “Discovery Seed SPA”) to acquire 100% of the issued and outstanding common shares in Discovery Seed for (a) US $2.0 million in cash and (b) 502,088 Above Food Common Shares (the “Discovery Seed Acquisition”). The acquisition of Discovery Seed Labs, a company engaged in the germ, vigor and disease testing on seeds and oils, aligns with Above Food’s approach to becoming a distinguished, vertically integrated plant-based food company.

FDO Acquisition

On May 3, 2021, Above Food entered into that certain Share Purchase Agreement with Farmer Direct Organic Foods Ltd. (“FDO”), North American Organic Trade Solutions Ltd. (“NAOTS”) and the minority shareholders of FDO listed on Schedule C therein (the “FDO SPA”) to acquire 100% of the issued and outstanding common shares of FDO, the leading global supplier of Regenerative Organic Certified® (“ROC”) grains, in exchange for 1,065,304 common shares of Above Food. The transaction closed on June 3, 2022. Of these shares, 432,780 common shares were placed in escrow pending the achievement by FDO of certain milestones based on a combination of revenue and EBITDA as defined within the FDO SPA. The acquisition of FDO complements our pre-existing brand strategy and we expect to benefit from the synergies of gaining increased control over the supply chain of FDO’s organic plant protein and ancient grain product portfolios.

ANF Acquisition

ANF produces a variety of branded foods under its various proprietary labels. On September 7, 2021, Above Food entered into a Membership Interest Purchase and Option Agreement with ANF’s majority owner, ANF Holdco LLC, to acquire all membership interests of ANF in four separate tranches.

As part of the first tranche, on September 7, 2021, Above Food purchased 51.86 units of ANF representing 5.0% membership interests, for $1,500,600 (US $1,185,000).

On December 31, 2021, under the second tranche, Above Food increased its membership interest of ANF to 13.40% by purchasing 87.54 units representing 8.4% membership interests, for $2,550,479 (US $2,000,000).

On January 20, 2023, under the third tranche, Above Food acquired an additional 19.66% of ANF’s membership interest for $6,255,443 (USD $4,650,000), bringing Above Food’s total membership interest to 33.06%. In addition, the remainder of the membership interest was assigned to Above Food in exchange for a promissory note payable to ANF for the outstanding amount as well as a pledge of 57.80% of the membership interest to ANF Holdco LLC.

Upon closing of the Business Combination, under the terms of a new agreement dated June 21, 2024, Above Food acquired the remaining 66.94% of ANF by issuing 1,604,250 New Above Food Common Shares at a deemed purchase price of $10.00 per share to satisfy the promissory note and obtain ownership of the entire membership of ANF interest free and clear of all encumbrances. This final share payment is subject to a downside protection mechanism where additional New Above Food Common Shares will be issued 30-days from the Closing Date based on 90% of VWAP for the 30 trading day period ended immediately prior to the date that is 30 trading days after the Closing Date.

NRGene Acquisition

On August 28, 2023, Above Food entered into that certain Asset Purchase Agreement (the “NRGene Purchase Agreement”) with NRGene Technologies Ltd., a company incorporated under the laws of the State of Israel (“NRGene IL”), and NRGene Canada Inc., a company incorporated under the laws of the Country of Canada (“NRGene CN” and, together with NRGene IL, the “NRGene Sellers”), pursuant to which Above Food agreed to purchase from the NRGene Sellers all of their respective rights, title, and interest in certain assets and intellectual property related to the operation of a cloud based AI-genomic tool (the “NRGene Acquisition”) and assume any liability that arises from such assets and intellectual property as of and subsequent to the completion of the NRGene Acquisition. The parties entered into an Amendment to Asset Purchase Agreement, dated June 26, 2024, to amend the payment terms whereby Above would still issue New Above Food Common Shares equal to $10,000,000, in a private placement pursuant to Section 4(a)(2) of the Securities Act. The amendment to the agreement covered the cash payment of $2,500,000 owing from the original agreement, where Above Food will now pay a cash amount of $200,000 and deliver 250,000 freely-trading New Above Food Common Shares valued at US$10 per common shares to the NRGene Shareholders, which such sale of shares would be used to repay the outstanding loan of the cash portion of the purchase price determined to be $2,362,500 as at closing of the NRGene Acquisition and which would accrue interest at 3% (the “Loan”), and allocate up to $1,000,000 of excess proceeds from the loan amount from any sale of New Above Food Common Shares to an investment under a SAFE investment agreement to NRGene Canada. The Amendment terms state that the parties would not require repayment of the loan if such sale of the 250,000 shares is insufficient to repay the full amount of the Loan.

Arcadia Asset Acquisition

Arcadia, Arcadia Wellness, Above Food, and Above Food Arcadia Sub entered into an Asset Purchase Agreement, dated May 14, 2024, pursuant to which Above Food Arcadia Sub purchased inventory and intellectual property assets and agreed to provide the Arcadia Promissory Note to the Sellers, among other assets and agreements, and in exchange the Sellers paid USD $2,000,000 to Above Food.

The Arcadia Promissory Note is repayable to Arcadia in yearly installments of USD $2,000,000 annually on the anniversary of the Arcadia Promissory note, and interest payable annually on each anniversary of the Arcadia Promissory Note at the current applicable prime rate. Arcadia also has the right to obtain publicly traded New Above Food Common Shares in the amount of USD $2,000,000 until the second anniversary of the Arcadia Promissory Note, instead of receiving one of the installment payments in cash. If Arcadia elects to receive New Above Food Common Shares in lieu of a cash payment, New Above Food is required to file a resale registration statement on Form F-1 within 20 days to register the resale of such New Above Food Common Shares.

Acquisition of Brotalia, S.L.

On June 13, 2024, Above Food and Enhol entered into the Common Share Subscription Agreement (“Enhol Subscription Agreement”), pursuant to which Enhol agreed to purchase 2,377,082 Above Food Common Shares at a price of $2.103419 per share for an aggregate purchase price of USD $5,000,000. On June 19, 2024, Above Food issued 2,377,082 Above Food Common Shares to Enhol, which converted into 499,998 New Above Food Common Shares (the “Enhol Shares”) at the Closing of the Business Combination and are subject to registration rights pursuant to the Registration Rights Agreement, 50% of which are locked up for 60 days and 50% of which are locked up for 180 days, as further described in that certain Lock-Up Agreement, dated June 19, 2024, by and between Above Food and Enhol.

On June 19, 2024, Above Food acquired all the shares of Brotalia, S.L. (“Brotalia”) from Enhol and Mr. Gonzalo Agorreta Preciado. Brotalia is (A) a subsidiary of Enhol which is engaged in (a) the development, production and commercialization of (i) precooked processed animal protein products and (ii) products made with alternative protein, for human consumption, (b) the development and research of new products, technologies or processes for the manufacture of edible products for human consumption, and (c) food tech project acceleration consultancy, (the “Enhol Business”) and (B) the sole shareholder of Naturcook Innovaciones, S.L. (the “Subsidiary” and jointly with the Company, the “Companies”) pursuant to a share purchase agreement (the “Enhol SPA”) for an aggregate purchase price of $13,000,000, on the assumption that the net debt of the acquired business will be zero. The purchase price was paid by the delivery of 6,180,413 Above Food Common Shares, which converted into 1,299,998 New Above Food Common Shares at the Closing of the Business Combination. Pursuant to the Enhol SPA, Above Food agreed that Enhol and Mr. Preciado’s shares under the Enhol SPA would participate in the Share Exchange. The parties to the Enhol SPA agreed that no later than 10 business days following the Closing, Above Food would cause New Above Food to file a resale registration statement on Form F-1 to register the resale of Enhol and Mr. Preciado’s shares. The parties agreed that the shares issued pursuant to the Enhol SPA will be locked up for 12 months.

On June 19, 2024, New Above Food and Enhol entered into a Nomination Rights Agreement (“Nomination Agreement”), pursuant to which New Above Food agreed that Enhol has the right to designate one nominee to the board of directors of New Above Food (the “New Above Food Board”), so long as Enhol holds at least 50% of the issued and outstanding New Above Food Common Shares held by Enhol as of the date of the Closing of the Business Combination, commencing at the next meeting of the New Above Food shareholders after the Closing.

On June 19, 2024, Above Food, New Above Food, Sponsor, Enhol and Mr. Preciado entered into the Joinder to Registration Rights Agreement, pursuant to which Enhol and Mr. Preciado agreed to be bound by and become parties to the Registration Rights Agreement, dated June 28, 2024, by and among Above Food, New Above Food, Sponsor, and certain other investors set forth therein.

Company Overview

Above Food is a regenerative food ingredient company that produces over 120 product formulations and consumer products that are sold in approximately 29 countries. We believe that Above Food will be a first-of-its-kind public company within the food-based specialty ingredients space — utilizing a vertically integrated business model that leverages its own source of supply and distribution infrastructure to create higher value formulations and products for the benefit of downstream customers in the ingredients and consumer-packaged-goods spaces. We have a “Seed-to-Fork” platform, that is a commercial framework and business strategy by which we aim to monetize a wide expanse of the food production value chain by leveraging vertical integration through ownership of much of our supply chain and means of production. Our Seed-to-Fork platform includes participation in creating and supplying proprietary seed genetics, as well as producing and distributing food ingredients and consumer products, and allows for unique synergies that aren’t typically found in one place in the food industry. We expect that our approach will help us drive significant revenue, EBITDA and margin growth in our business, as is further discussed below under the sections entitled “Our Competitive Strengths” and “Our Growth Strategies.”

Our business is separated into two distinct business divisions, leveraging a combination of proprietary cereal grain, pulse and oil seed sourcing methods, proprietary processing methods, and a broad network of over 300 Business to Business (“B2B”) customer relationships, and an additional 35,000 retail points of distribution with leading grocery retailers within our Business to Business to Consumer Business (“B2B2C”).

Our Seed-to-Fork platform is made up of two business segments containing three distinct product lines of commodities, ingredients, and CPG, including:

In addition, the Disruptive Ag & Rudimentary Ingredients segment also leverages a captive capability in advance seed testing and soil testing within its branded agriculture technology platform called Discovery Earth Sciences, which provides value-add service to primary production partners (large scale farm producers).

These Disruptive Ag & Rudimentary Ingredients products are distributed to 300 B2B customers, across 29 countries under the brands Purely Canada Foods and Above Food.

This segment also has a focus on ingredient formulating, processing, and distribution. Specifically, it contains a number of ingredient products, which have approximately 260 customers in 29 countries, where we distribute five distinct product platforms, including: (i) a Gluten Free Oat platform, (ii) a Quinoa platform, (iii) a Pet platform, (iv) a Pea and Chickpea platform, and (v) a platform focused on custom blends of pulses, and pulses and cereal grains.

The ingredient processing portion of this division contains two inter-related product lines: (a) Rudimentary Ingredient Processing and (b) Intermediate Ingredient Processing, each of which address different parts of the customer value chain and solve different functional and business needs, which are reflected in the gross margin profile of this segment. In total, we have six manufacturing platforms located within three ingredient facilities.

The CPG segment consists of two categories: (a) Private Label Manufacturing and (b) Owned Branded Products and includes approximately 120 stock keeping units (“SKUs”). The Owned Branded Products category is further subdivided into sub-categories that relate to the retail category into which they are sold and merchandised, including, among others, our “Eat Up!” branded gluten-free flours and gluten-free oats and “Plant Based Bakery: Eat Up!” branded baking mixes.

In addition, the CPG segment offers “Shelf Stable Simple Meals,” products offered by ANF and marketed under the Loma Linda, Tuno, and Neat brands.

Additionally, the CPG segment offers industrial and food service products, based on existing branded formulations for select quick-serve restaurant customers, and non-traditional food service channels such as hospitals, correctional facilities, and corporate cafeterias.

Mission

Above Food’s vision is to be one of the largest regenerative ingredient companies in North America, and in so doing, create a healthier world — one seed, one field, and one bite at a time.

Industry Trends

Above Food’s business and strategy takes advantage of a multitude of macro and secular tailwinds, each of which are global in nature, and we believe the companies that can help solve these macro forces, can become the next generation of great companies. These macro forces include:

Global Food Insecurity

While the nearly 800 million people that are suffering food insecurity according to the World Food Programme is an alarming statistic, an even more dire picture is that which is painted by the Global Network Against Food Crises in the 2023 Global Report on Food Crisis, which found that in 2022, 257.8 million people were acutely food insecure, which is defined as “. . . food insecurity at a specific point in time that . . . threatens lives, livelihoods or both,” as compared to 192.8 million people in 2021, a nearly 25% increase in one year. We believe the causes of this significant increase are structural, complex and intrinsically interrelated, with conflicts, national and global economic shocks, and weather extremes acting as interrelated, mutually reinforcing drivers of acute food insecurity and hunger.

Above Food’s ability to source densely nutritious cereal grains, and pulses — at scale, from a politically and economically stable part of the world, the northern plains of the United States, and the western prairie provinces of Canada, help contribute to solving some of the structural issues that surround global food insecurity.

Supply Chain Precarity

The measures employed to contain the global pandemic of 2019 have profoundly impacted the essential flow of food from farms and upstream producers to downstream retailers and consumers. This is due to many structural challenges, including unpredictable demand, new consumer purchasing patterns, unreliable production, transportation and logistics provisioning due to labor shortages caused by national lockdowns, government incentives, and international travel restrictions.

These disruptions, which are still impacting global supply chains three years after the onset of the pandemic, have been further exacerbated by the war in the Ukraine. Ukraine was one of the largest producers of grain, contributing 11% of the world’s wheat and 17% of the world’s corn. In a recent UN study, it was estimated that there was 25 million tons of grain stuck in port in the Ukraine, destined for end-markets in Europe, Asia and Africa.

Above Food’s ownership of its supply chain from seed-to-fork helps its customers limit their exposure to supply chain disruptions. Above Food is relatively shielded from the impacts of supply chain disruptions. The inputs used are sourced directly from growers in regions near Above Food, and exposure is mitigated by contracting no more than 10% of any grower’s total production. Furthermore, we store the products within our own facilities, and transport products to key customers via our own controlled fleet of railcars.

We also have strategically located our grain assets in three separate geographical locations within Saskatchewan that form a triangle, which allows us to cover a significant portion of the farmland within Saskatchewan. Additionally, we have an asset within Alberta that further extends our geographical reach. This spread helps to mitigate poor crop conditions if a certain area within Saskatchewan has a down year.

As the majority of our sales are commodities/food ingredient products, demand is relatively inelastic. While Above is subject to fluctuations in commodity and crop prices, we contract sales and purchases based on these same fluctuations, which further helps reduce exposure.

We also use freight providers to assist in transportation overseas and throughout Canada. We use multiple service providers so that we are able to mitigate the risk of a potential strike at a provider impacting our shipments. Specifically, at the ports of Vancouver and Montreal, where most of our shipping occurs, we contract multiple companies for transloading and ocean freight services, so if any one company is unavailable for any length of time we are able to contract elsewhere and not risk our shipments sitting at port for an extended period of time. This is an impactful risk mitigation measure as freight costs are the second largest input into our cost of goods sold (behind product purchases themselves); in FY2024, freight costs totaled $50.4 million, and in FY2023, freight costs totaled $50.2 million.

ESG and Sustainability Driving Consumer Purchases

According to a recent study conducted by McKinsey & Company (“McKinsey”), “Products making ESG-related claims averaged 28 percent cumulative growth over the past five-year period, versus 20 percent for products that made no such claims.” In this same study, products with ESG-related claims boasted a 1.7 percentage-point advantage on their CAGR, which we believe is a disproportionate growth rate in the context of a mature industry.

Further, in a McKinsey U.S. consumer sentiment survey taken in 2020, more than 60% of respondents said they would pay more for a product with sustainable packaging. Moreover, a recent study by NielsenIQ found that 78% of U.S. consumers say that a sustainable lifestyle is important to them.

Food Safety and Source Traceability

Food traceability is a component of a broader food safety system that has the ability to follow the movement of a food product and its ingredients through all steps in the supply chain, both backward and forward. Traceability involves documenting and linking the production, processing and distribution chain of food products and ingredients. According to the World Health Organization (“WHO”) every year an estimated 600 million people — one in every ten people globally, become ill after consuming contaminated food, which results in a loss of approximately 33 million healthy life years. Each year, low- and middle-income nations lose $110 billion in productivity and medical costs as a result of hazardous consumables. More stringent food safety programs, with advanced traceability, is one of the solutions to this global problem, which we see reflected in the size and growth of this market. According to Polaris Market Research, the global food traceability market is expected to reach $35.48 billion by 2029, which is a CAGR of 9% when compared to its 2021 market size of $18.15 billion. We believe the growing food traceability market reflects consumer demand.

In a recent consumer study conducted jointly by Future Market Insights (“FMI”) and Nielsen it was cited that transparency is one of most important attributes when making purchasing decisions. This is reflected in the data, with 79% of consumers surveyed reporting they had more trust and were more loyal to manufacturers and brands that provided ingredient and sourcing information above and beyond what is required on standard food labels. A further 64% of consumers said they were willing to switch brands to those that provide more in-depth information.

Continued Growth of Better-for-you Foods

According to a study published by the National Center of Biotechnology Information, it has been estimated that poor diet quality and physical inactivity contributed to approximately 16% of U.S. deaths in 2000, compared to 14% in 1990. In addition, according to the WHO, worldwide obesity has nearly tripled since 1975. As a result, health, nutrition, and environmental awareness are increasingly becoming central to what consumers value. A recent market survey of five thousand U.S. consumers found that 49% were strongly motivated by “traditional” drivers of food choice (i.e., price, taste and convenience), while 51% were strongly motivated by “evolving,” or non-traditional, factors, such as health and wellness, safety, social impact, and familiarity. We believe these are early signs of a prolonged movement of consumer habits changing toward better-for-you products, especially due to more recent health-focused trends.

The ‘Better-for-you’ category of food products is comprised of a multitude of categories. Plant-based foods, and plant-based diets, driven by flexitarianism, vegetarianism and veganism, the consumption of plant-based dairy, and plant-based meats are contributing to the growth of the plant-based food market size. According to a recent study by FMI, the plant-based food market is predicted to expand by three times it’s current market size of $11.3 billion, to $35.9 billion in 2033, representing a CAGR of 12.2%.

Competition

We are determined to help people transition from traditional food products to better-for-you products that offer superior nutrient density to aid in increasing human and companion pet health, while reducing the environmental impacts of food production. We aim to do this while providing affordable nutritious foods to address growing global food insecurity, projected by Action Against Hunger in 2022 to be approximately 800 million people, and growing by the day.

We compete within the better-for-you food market, a market which encompasses a wide cross section of categories, segments, geographies and channels. The total addressable market (“TAM”) is estimated to grow to approximately $212 billion in coming years. Contributing to this TAM are five discrete markets, including:

Our Competitive Advantages

We expect to drive continued growth and strong financial performance by leveraging our distinct competitive strengths, each of which we believe provide unique competitive advantages. These include:

IP Elite™ Identity Preserved Grain Origination

Identity preserved agricultural production means that the unique traits or quality characteristics of a variety are maintained from when the crop is seeded through when the crop is harvested, transported, handled, processed and shipped. A “trait” can be any valuable and/or distinguishing characteristic that the buyer requires (e.g., high protein content in durum wheat intended for pasta manufacturing).

The Canadian Grain Commission’s Canadian Identity Preserved Recognition System (“CIPRS”) is a voluntary program that certifies that a company’s IP system for the production, handling and transportation of specialty grains, oilseeds or pulses is effective.

Above Food’s IP system is called IP Elite™ and this program is licensed from KF Kambeitz Farms Inc. (“KF Farms”) on a non-royalty bearing, perpetual license. This program was created over the course of 35 years by Lionel Kambeitz and his son Jordan Kambeitz and takes the standard CIPRS further, by including regenerative agricultural practices as part of its protocols. These include mandating and auditing the use of no-till farming, reducing and/or removing synthetic inputs, cover cropping and soil probing to measure the biomass accumulation and biomass index.

Above Food provides its approximately 40 large-scale farming partners with the IP Elite™ protocols as a way to lock-in supply as these farming partners receive benefits in the form of soil regeneration leading to increased productivity, and the reduction of input costs, both of which contribute to farmers having greater productivity from their soil, which results in helping to create better economics for our farming partners.

Whole Source Traceability

Our traceability system enables lot-tracing of grains, ingredients and consumer products back to the source of primary production and stays with each lot through Above Food’s value chain. We believe this provides several benefits for our stakeholders across the value chain, including:

The traceability system is composed of several software platforms, quality control processes and food-safety certifications.

Every grain shipment that comes into Above Food’s ingredient terminals is tested on-site by an independent third party. Each grain is graded for quality, and a third party assesses and runs falling number, vomitoxin, glyphosate, ochratoxin, aflatoxin and entomology testing when required or requested. The foregoing information accompanies the bill of sale for the grains, which also lists the farmer (producer), and any applicable certifications (i.e., Organic, ROC, Non-GMO, Gluten Free, Tested Glyphosate Clean and more), which then gets tagged by the I-rely Inventory Management System to that particular grain.

If the grain is distributed by the Disruptive Ag and Rudimentary Ingredients segment, the information described in the immediately foregoing paragraph would accompany the bill of sale to the end customer. If the grain is being further processed, then such information is passed onto the Intermediate Ingredients product line within this segment, and is input into Above Food’s enterprise resource planning system (“ERP system”) as a “lot code”, thereby continuing the enshrinement of the identity and provenance of the grain. This information accompanies the bill of sale or is part of approval process to ship product to ingredient customers.

If the ingredient is sent further downstream to become a consumer product in the CPG segment, all of the provenance, attribution, processing, certifications, are already in the ERP system and are extracted as necessary. In some cases, this is to validate its provenance with retailers, while in some other cases, it ends up as a consumer value proposition in the form of a unique code on the final product packaging that consumers can refer to and learn where and how their foods were produced by entering the code on some of Above Food’s consumer brands websites.

Asset Base Enabling Chain of Custody

We believe that our ability to source and secure grains at scale directly from large scale farm producers, store the grains in Above Food’s facilities, and leverage a captive railcar fleet to transport the grains to the market provides unique value to our customers.

We leverage an asset base that consists of three large-scale terminal assets, and additional bin storage in our ingredient center leased by our subsidiary, NorQuin (the “Specialty Ingredient Centre”), all located in Saskatchewan, Canada. All of these assets are built for segregating grains into individual siloes, also known as “separations” or “bins.” This type of segregation enables Above Food to preserve the identity of all grains via lot coding and lot tracing and store these in specific parts of our asset base. Where and how grains are stored is based on phenotype, cultivation methods used in primary production, nutrition applied in primary production, and a host of additional attributes that Above Food’s customers desire and request as part of the selling cycle and contracting process.

In total, our ingredient terminal assets and Specialty Ingredient Centre storage includes 179 of these separations, which enables us to house up to 179 different types of grains at any single point in time. The total throughput capacity on a consolidated bases for these assets is estimated at 650,000 metric tons.

This asset base makes it possible for us to concurrently manage the multitude of supply chain certifications that our diverse customer base requires, the same certifications detailed in the foregoing section.

Additionally, Above Food owns 105 railcars and leases an additional fleet of 200 railcars, providing Above Food captive use of over 300 railcars, which in turn provides us with greater control of grain logistics and transportation. Moreover, all three of the ingredient terminal assets are on rail, enabling us to load in and load out into railcars.

Advanced Food Safety and Food Integrity Certifications

We believe our food safety certifications not only provide evidence that the products produced by us are safe to use, but also help to validate that our business has met both the professional and ethical standards to produce food for the public.

Above Food and its wholly owned subsidiaries maintain a total of eight food certifications applicable to certain products marketed by Above Food and its subsidiaries, including:

Above Food also maintains relationships with primary producers (farmers) that are required to adhere to several of the aforementioned certifications in order to qualify as a supplier for us. This includes USDA Organic or Canada Organic certified producers, ROC producers, Gluten Free Certified producers, Non-GMO Project Verified producers and producers that have tested clean for glyphosate herbicide.

Additionally, certain of our ingredient and CPG production facilities maintain their own food safety certifications, including CFIA certification and Hazard analysis and critical control points certification. Our Specialty Ingredient Centre, located in Saskatchewan Canada, also received an “AA” rating by the British Retail Consortium based on a recent audit conducted in 2023.

Many of our B2B customers require food safety and food supply certifications as the basis for supply relationships. These certifications not only qualify us as a valued partner but allow Above Food to charge incremental premiums as the food ingredients and products procured and produced by us under these certifications command a premium price in market.

Portfolio of Differentiated Consumer Brands

In the CPG space, we believe product uniqueness is seldom enough of a differentiator and barrier on its own. A strong brand, in combination with unique products and attributes, provides a key competitive advantage. Effective brands create a meaningful relationship with consumers that drive loyalty and preference and ultimately are difficult to replicate. We believe our brands have carved out defensible positions within the hearts and minds of consumers, as they stand for what we believe consumers of better-for-you foods care most about: sustainability, health, transparency, and reliability. We are invited into consumers’ lives by offering genuineness in a segment that has traditionally done little for the environment.

With nine owned brands, many with decades of in-market success, our brands benefit from brand awareness and strong brand equity, each underpinned by owned manufacturing. These brands include:

Global Reach and Scale

As of June 30, 2024, we have an install base of approximately 560 Disruptive Ag & Rudimentary Ingredients customers, and their consumer products have approximately 35,000 points of distribution. Our ingredients and products can already be found in 29 countries.

Visionary and Experienced Leadership Team

We have a knowledgeable and impassioned executive team that has been instrumental in the acceleration of our growth. Under the leadership of Chief Executive Officer Lionel Kambeitz, a fourth generation managing executive, Above Food has strategically transformed the company from a boutique commodity merchandiser into a specialty-ingredient and consumer product company. We have successfully entered 29 markets across North America, Central and South America, Asia, Europe, and Africa. In addition to Mr. Kambeitz, we have many highly experienced executives with strong business and industry-relevant operational experience. We believe our leadership team brings fresh perspectives to the food industry and challenges outdated industry practices. With the planned addition of several members of Bite’s leadership team, which includes accomplished business leaders of capital markets, food service and commodity companies, we believe we are well positioned for future growth.

High Visibility and Predictability on Forecasted Revenues

With multi-month contracts from some of our largest customers, and defined volumes and pricing dynamics, we have strong insight into our forecasted revenues. For example, total sales in February and March 2023 were approximately $77.9 million, and by the end of March 2023, we had an additional approximately $126.3 million of sales under contract.

Our Growth Strategy

We intend to grow our business by focusing on the following key areas:

Marketing

Our marketing function supports our global sales force by building brand awareness with a targeted and judicious approach. Additionally, all senior leaders across the organization participate in marketing activities such as speaking at industry events, conferences, trade shows, and hosting customer events.

As of June 30, 2024, Above Food leverages a network of best-in-class partners across its marketing efforts. This includes dedicated partners for: