Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 21, 2022, Bite Acquisition Corp. (the "Company") issued an unsecured
promissory note (the "Note") in the principal amount of up to $700,000 to Smart
Dine LLC (the "Sponsor"), a significant stockholder of the Company, which may be
drawn down from time to time prior to the Maturity Date (defined below) upon
request by the Company. The Note amended, replaced and superseded in its
entirety that certain promissory note, dated February 10, 2022, made by the
Company in favor of the Sponsor in the principal amount of up to $350,000 (the
"Original Note"), and any unpaid principal balance of the indebtedness evidenced
by the Original Note has been merged into and evidenced by the Note. The Note
does not bear interest and the principal balance will be payable on the date on
which the Company consummates its initial business combination (such date, the
"Maturity Date"). In the event the Company consummates its initial business
combination, the Sponsor has the option on the Maturity Date to convert all or
any portion of the principal outstanding under the Note into that number of
units ("Working Capital Units") equal to the portion of the principal amount of
the Note being converted divided by $10.00, rounded up to the nearest whole
number. The terms of the Working Capital Units, if any, would be identical to
the terms of the private placement units issued by the Company at the time of
its initial public offering (the "IPO"), as described in the prospectus for the
IPO dated February 11, 2021 and filed with the U.S. Securities and Exchange
Commission, including the transfer restrictions applicable thereto. The Note is
subject to customary events of default, the occurrence of certain of which
automatically triggers the unpaid principal balance of the Note and all other
sums payable with regard to the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Promissory Note issued in favor of Smart Dine LLC, dated June 21, 2022
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