Above Food Inc. entered into an asset purchase agreement to acquire certain AI-based genomic assets, intellectual property, trait technology licensing rights from NRGene Technologies Ltd (TASE:NRGN) on August 28, 2023. NRGene will receive a combination of cash and stock-based consideration, as well as royalties from commercialization of specific projects. Above Food will receive a license to NRGene?s proprietary TraitMAGIC?

technology. Above Food expects that upon completion of the transaction a proficient R&D team of up to 10 team members of NRGene Canada Inc. will join the Above Food Discovery Trait Genetics team. In addition, NRGene will provide the following to Above Food-Canola trait and germplasm featuring durable clubroot resistance and high protein content; DNA markers for quality traits in additional Western Canadian grown crops; and Genomic lab facilities located in Saskatoon, Canada.

Closing of the transactions under the APA is contingent on the closing of Above Food?s business combination with BITE Acquisition Corp. and the subsequent listing of the combined company?s common shares on the New York Stock Exchange. As on March 5, 2024, Above Food and NRGene Technologies entered into first addendum to the agreement to extend deadline for the fulfillment of the suspensive condition until April 30, 2024.

As of April 9, 2024, NRGene will receive a combination of CAD 2.5 million cash and CAD 10 million in common shares of TopCo, calculated as of the date of the IPO, as well as royalties from commercialization of specific projects. Pursuant to the asset-purchase agreement, closing of the acquisition is contingent on the closing of the Business Combination. As of April 10, 2024, the transaction is approved by American Securities Authority.