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February 26, 2024
Lionel Kambeitz
Chief Executive Officer
Above Food Ingredients Inc.
2305 Victoria Avenue #001
Regina, Saskatchewan, S4P 0S7
Re:Above Food Ingredients Inc.
Amendment No. 1 to Registration Statement on Form F-4
Filed February 9, 2024
File No. 333-275005
Dear Lionel Kambeitz:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our November 14, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Background of the Business Combination, page 127
1.We note your response to prior comment 12 and reissue our comment.
2.Please revise your disclosure to state whether the aggregate fees and reimbursement
amounts due to Roth Capital Partners, LLC and ATB Capital Markets are contingent upon
the closing of the business combination.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 February 26, 2024 Page 2
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
February 26, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 145
3.We note your response to prior comment 15 and the additional disclosures you provided
including, if the Available Cash Condition is not met, Above Food has the right to waive
the condition which could result in the Business Combination proceeding if shareholder
redemptions exceed those presented under the Maximum Redemption scenario. Based on
your disclosures, it does not appear to us that the current pro forma financial statements
appropriately reflect the range of possible outcomes that can occur if the Available Cash
Condition is waived. Please revise the pro forma financial statements to comply with the
requirements of Rule 11-02(a)(10) of Regulation S-X and to give effect to the range of
possible results that may occur by presenting an additional pro forma scenario that
assumes the Available Cash Condition is waived.
4.We note your response to prior comment 16 related to transaction adjustment 2 that
anticipated transaction costs are not recorded in the pro forma statement of operations as
they are directly related to raising capital through the transaction with Bite. Please be
advised, although anticipated transaction costs incurred by Above Food may be
considered offering costs, to the extent the costs do not exceed the amount of cash that
will be acquired as a result of the Business Combination, it appears to us anticipated
transaction costs incurred by Bite would be required to be expensed as incurred and
recorded as a pro forma adjustment to retained earnings in the pro forma balance sheet and
as an additional expense in the pro forma statement of operations for the year ended
January 31, 2023.
5.We note your response to prior comment 16 related to transaction adjustment 4; however,
since the annual and interim pro forma statements of operations are prepared giving effect
to the Business Combination and related transactions as if they occurred on February 1,
2022, it remains unclear to us why you included a pro forma adjustment to reflect
additional interest expense during the annual pro forma period. To the extent outstanding
debt is assumed to be repaid in cash or converted into shares of common stock as of
February 1, 2022, it is not clear why the annual pro forma statement of operations would
include a pro forma adjustment to increase interest expense rather then the annual and
interim pro forma statements of operations being revised to include pro forma adjustments
to eliminate related historical interest expense or fair value changes that would not have
occurred given the repayments or conversions. Please clarify or revise.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 February 26, 2024 Page 3
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
February 26, 2024
Page 3
6.We note your response to prior comment 16 related to transaction adjustments 10 and
13. Please more fully address the following:
•In regard to adjustment 10, disclose and discuss the specific factors that resulted in
the gains recorded in the annual and interim pro forma statements of operations
related to the Above Food warrants and the SPAC warrants and also clarify how
changes in the stock price subsequent to the Business Combination would impact the
pro forma financial statements. In addition, more fully explain to us how each gain
amount was calculated as the gains appear to indicate the related liabilities would
have been 78% and 20% higher as of February 1, 2022.
•In regard to adjustment 13, disclose and discuss the specific factors that resulted in
the gains recorded in the annual and interim pro forma statements of operations
related to the earnout shares and also clarify how changes in the stock price
subsequent to the Business Combination would impact the pro forma financial
statements. In addition, more fully explain to us how each gain amount was
calculated.

Comparative Share Information, page 164
7.Please provide historical disclosures for Above Food as of and for the year ended January
31, 2023. Please also present Above Food's net loss per share (basic) and net loss per
share (diluted) for the nine months ended October 31, 2023 in parenthesis to appropriately
reflect the losses as negative amounts.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Bite
Results of Operations, page 180
8.Please revise the disclosures to reflect the most updated financial statements of Bite
included in the filing.
General
9.We note your response to prior comment 1 indicates financial statements of the registrant
(New Above Food) are not included in the registration statement based on your reliance
on Section 1160 of the SEC staff’s Financial Reporting Manual; however, we note Section
1160.1 specifically indicates if a registrant will succeed to a business in a transaction that
is not a reorganization, as is the case in the proposed transaction due to the change in
shareholders' interests that will occur, financial statements of both the
acquired/predecessor business and the registrant are required to be included in the filing.
We also note your response refers to Section 1170.2(b); however, we note Section
1170.2(b) relates to financial statement requirements in Exchange Act filings after an
acquisition is consummated and is not applicable to the registration statement. Please
provide audited financial statements of the registrant as required by Item 14(h) of Form F-
4.

 FirstName LastNameLionel Kambeitz
 Comapany NameAbove Food Ingredients Inc.
 February 26, 2024 Page 4
 FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
February 26, 2024
Page 4
10.We note your response to prior comment 2. In regard to the financial statement updating
requirements for Above Food, since their audited financial statements are now older than
12 months and this filing essentially represents their initial public offering, it appears
Above Food is required to either provide updated audited financial statements and related
disclosures pursuant to Item 14 of Form F-4 and Item 8.A.4 of Form 20-F or, if
applicable, provide the representations required by Instruction 2 to Item 8.A.4 of Form 20-
F and file them in an exhibit to the registration statement.
11.We note your response to prior comment 2. In regard to the financial statement updating
requirements for Bite, given their updated interim financial statements reflect a significant
net loss, it appears updated annual audited financial statements and related disclosures for
the year ended December 31, 2023 may be required by Rule 8-08(b) of Regulation S-X.

            Please contact Stephany Yang at 202-551-3167 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing