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November 14, 2023
Lionel Kambeitz
Chief Executive Officer
Above Food Ingredients Inc.
2305 Victoria Avenue #001
Regina, Saskatchewan, S4P 0S7
Re:Above Food Ingredients Inc.
Registration Statement on Form F-4
Filed October 16, 2023
File No. 333-275005
Dear Lionel Kambeitz:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed October 16, 2023
Financial Statement Presentation, page 1
1.We note the financial statements of New Above Food have not been included in the
filing. We also note the registrant is a foreign private issuer and will succeed to a business
for which financial statements are included in the Form F-4. Please explain how you
determined financial statements of the registrant are not required pursuant to Item 14(h) of
Form F-4. To the extent the registrant has not commenced operations and has been in
existence for less than a year, an audited balance sheet that is no more than nine
months old may be sufficient.
2.Please provide updated financial statements and related disclosures for both Above Food
and Bite to the extent required by the form requirements of Form F-4.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 November 14, 2023 Page 2
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 2
Industry and Market Data, page 1
3.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified the data. This statement appears to imply a disclaimer of
responsibility for this information in the registration statement.  Please either revise this
section to remove such implication or specifically state that you are liable for all
information in this registration statement.
What conditions must be satisfied to complete the Business Combination, page 19
4.We note that the parties may waive certain closing conditions including, but not limited
to, Available Cash Condition. Please amend your disclosure to clarify which material
conditions to closing are waivable, and tell us how you will inform investors if and/or
when a material provision has been waived.
Questions and Answers about the Special Meeting and the Proposals
What interests do Bite's current officers and directors have in the Business Combination, page 22
5.The third bullet appears to be inconsistent with your disclosure on page 77
that approximately $1,715,000 was outstanding in out-of-pocket expense reimbursements.
Please advise or revise.
6.Please revise to disclose the amount that the Sponsor paid per share for the Founder
Shares.
Summary of the Registration Statement/Proxy Statement, page 31
7.Please revise this section to describe the expected sources and use of funds in connection
with the business combination.
8.Please provide your organizational chart outlining your post-business combination
corporate structure and illustrating the relationships of the various entities discussed
throughout the registration statement in this section.  Please include the security and
percentage of voting interests that each entity/group of shareholders will have in each
entity following the business combination.
Risk Factors, page 43
9.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business.  Discuss the measures you have taken to mitigate these risks.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 November 14, 2023 Page 3
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 3
Background of the Business Combination, page 115
10.We note your disclosure on page 118 that a draft of the Convertible Loan Agreement was
delivered on December 26, 2023.  Please revise.
11.We note your disclosure that ATB Capital Markets has been acting as co-lead placement
agent in connection with the PIPE Financing, and EarlyBird is acting as a financial
advisor to Bite.  Please state whether ATB Capital Markets and EarlyBird will receive
fees and expense reimbursements in connection with these roles.  If so, please disclose the
fees payable to ATB Capital Markets and EarlyBird.
12.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, valuation, structure, consideration,
amount of the PIPE, proposals and counter-proposals, and the minimum cash amount. In
your revised disclosure, please explain the reasons for the terms, each party’s position on
the issues, and how you reached agreement on the final terms.
Resignation of BMO, page 121
13.Please provide us with the engagement letter between Bite and BMO Capital Markets
Corp.  We note your disclosure regarding ongoing obligations of the Company pursuant to
the engagement letter that will survive the termination of the engagement.  Please disclose
whether there are any other obligations, such as rights of first refusal and lockups, and
discuss the impacts of those obligations on the Company in the registration statement.
Certain Above Food Projected Financial Information, page 125
14.We note your projections are based on "assumptions that Above Food management
believed to be material."  Please revise to provide greater specificity concerning the
material assumptions underlying your projections, including quantifying the assumptions,
and clearly explain how the assumptions relate to the projected information.
Unaudited Pro Forma Condensed Combined Financial Information, page 131
15.We note your disclosure on page 133 that the maximum redemption assumes the
redemption of 1,450,000 shares so that the trust account would hold the minimum cash
required to satisfy the Available Cash Condition. Please revise your disclosures to more
clearly explain how the number of shares was calculated. Please also disclose whether
there are any circumstances under which the Available Cash Condition can be waived,
and, if it can, please explain how and why you determined the current presentation
actually presents the maximum redemption scenario.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 November 14, 2023 Page 4
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 4
16.Please revise the pro forma financial statements to address the following:
•Refer to transaction adjustment 2. Explain how you determined it is appropriate to
record anticipated transaction costs in accounts payable rather than as a reduction to
cash. Specifically disclose what, if any, arrangements or negotiations you have had
with third parties to extend the repayment for these costs. Also, explain how
you determined none of the anticipated costs are required to be recorded in the pro
forma statement of operations.
•Refer to transaction adjustment 3. More fully explain how you determined the
appropriate accounting for the A and B Earnout shares and the Sponsor Earnout
shares. Specifically address what entity the disclosed assumptions relate to and how
they were determined. Also, more fully explain how you determined the gain
recorded in the pro forma statement of operations and provide a sensitivity analysis to
disclose the potential impact of changes in your stock price.
•Refer to transaction adjustment 4. Based on the last sentence of the note, is it not
clear why the adjustment to cash for the issuance of convertible debt subsequent to
1/31/23 is reduced for interest expense or why additional interest expense is recorded
in the pro forma statement of operations. Clarify or revise.
•Refer to transaction adjustment 10. More fully explain how you determined the terms
of the warrant exchange, including if and how you determined the estimated fair
values of the warrants before and after the warrant exchange. Specifically address
what entity the disclosed assumptions relate to and how they were determined. Also,
more fully explain how you determined the gain recorded in the pro forma statement
of operations and provide a sensitivity analysis to disclose the potential impact of
changes in your stock price.
•The pro forma financial statements appear to include shares to be issued to acquire
the remaining interest in ANF and shares to be issued to acquire NRGene; however,
they do not appear to reflect the pro forma impact of either acquisition. Clarify or
revise.
•Due to the fact that assets in the trust account are assumed to be released as of 2/1/22,
it is not clear why you have not recorded an adjustment to the pro forma statement of
operations to eliminate the interest income earned on the trust account reflected in
Bite’s historical financial statements. Clarify or revise.
•Provide a pro forma note to explain how the weighted average shares outstanding
used to compute pro forma net losses per share were determined and to disclose the
numbers and nature of the securities excluded from pro forma diluted losses per share
because they are anti-dilutive.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 November 14, 2023 Page 5
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 5
Comparative Share Information, page 146
17.Please clarify if amounts are presented in CAN $ or US $. Please also clarify or revise the
two headings related to Bite, which appear to be identical, and more fully explain how the
book value per share amounts are calculated, including if they are calculated using the
number of shares outstanding as of the date presented and if and/or how redeemable
shares are treated.

Description of Business, page 169
18.We note your disclosure on page 47 regarding your collaboration arrangements. Please
revise this section to disclose the nature of your collaboration arrangements.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Above Food
Results of Operations, page 203
19.We note throughout the discussion of results of operations you attribute changes in each
financial statement line item to numerous causal factors. Please revise your disclosures to
provide a more detailed and granular discussion that provides greater transparency into the
material components and potential variability of your revenue, cost of sales, and operating
losses during the periods presented. For example, for each financial statement line item
where you attribute changes to multiple components you should:
•Identify and quantify each individually significant component;
•Quantify the change in each respective component during each period; and
•Discuss the reasons for changes in each components identified.
To facilitate a clear and comprehensive understanding, please consider providing tabular
information to supplement your discussion and analysis. For example, please expand your
discussion of revenue to quantify the impact that acquisitions, changes in volumes sold,
and changes in commodity prices had during each period. In this regard, we note you
quantify volume growth but absent understanding changes in prices relative to changes
in volumes, it is not clear how much the disclosed volume growth impacted revenue. It is
also not clear how much the mark-to-market and foreign exchange losses impacted gross
profit or the reasons why such losses occurred.
Segment Information , page 205
20.Please revise your disclosures to more fully address the specific facts and circumstances
that resulted in the following:
•Increases in realized and unrealized losses on forward commodity contracts and
foreign exchange during FY 2023;
•Impairment losses on goodwill and intangible assets in FY 2023; and
•Increases in employee headcount and professional fees during FY 2023.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 November 14, 2023 Page 6
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 6
Liquidity and capital resources, page 206
21.Please revise your disclosures to more fully explain how you intend to service your debt
classified in current liabilities based on the related repayment terms or current debt
covenant violations. Please specifically address your plans to repay debt, refinance debt,
extend debt terms, cure debt covenant violations, and/or obtain waivers. Please also
address the potential risks and consequences if these plans are not successful.
Material U.S. Federal Income Tax Considerations of the Business Combination, page 260
22.We note your disclosure that it is intended that the business combination qualify as a
transaction described in Section 351(a) and thus not a taxable transaction.
Please revise your disclosures here to more clearly state counsel's tax opinion on the
business combination. Also, state in your disclosure here that the discussion is the opinion
of tax counsel and identify counsel. Whenever there is significant doubt about the tax
consequences of the transaction, it is permissible for the tax opinion to use “should” rather
than “will,” but counsel providing the opinion must explain why it cannot give a “will”
opinion and describe the degree of uncertainty in the opinion. Please refer to Sections
III.B and C of Staff Legal Bulletin 19.

Consolidated Financial Statements - Above Food Corp.
Note 2. Summary of Significant Accounting Policies
Revenue, page F-56
23.Please revise your disclosure that indicates revenue from commodity contracts is
recognized at a point in time by transferring control of the commodity to the customer to
clarify when and how control transfers.
Note 4. Acquisitions and dispositions, page F-61
24.Notwithstanding your disclosures in the pro forma financial statements, based on the
numerous acquisitions that have occurred during the most recent fiscal year and
subsequent interim period and that appear to be probable, please demonstrate to us how
you determined, individually and in the aggregate, that no additional financial statements
are required by Rule 3-05 of Regulation S-X.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 November 14, 2023 Page 7
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
November 14, 2023
Page 7
Note 14. Derivative instruments , page F-70
25.Please provide the disclosures required by ASC 815-10-50-4A(b) or explain how you
determined the current disclosures are adequate.
Note 19. Segment information, page F-77
26.Please provide the disclosures required by ASC 280-10-50-22, including the amounts of
revenue attributable to each reportable segment during each period presented and, if
applicable, the disclosures required by ASC 280-10-50-30(a). Please also
provide the disclosures required by ASC 280-10-50-41(b), in this regard, based on
disclosures under Business, it appears you may have long-lived assets in Canada and in
the United States.

Note 20. Revenue, page F-77
27.We note your disclosures of disaggregated revenue based on revenue recognized under
different accounting guidance. Please revise your disclosures to comply with ASC 606-
10-50-6. Please also tell us your consideration of disclosing revenue from external
customers for each product category based on your disclosures on page 205 and the
requirements of ASC 606-1