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    February 9, 2024
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 Attention: Stephany Yang

Anne McConnell

Erin Donahue

Asia Timmons-Pierce

 Re: Above Food
Ingredients Inc.

Registration Statement
on Form F-4

Filed October 16,
2023

File No. 333-275005

Ladies and Gentlemen:

This
letter is sent on behalf of Above Food Ingredients Inc. (the “Company”) in response to the comments of the Staff (the
 “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated
in its letter dated November 14, 2023 (the “Comment Letter”) regarding the above-referenced filing.

Please
note that the Company today filed with the Commission Amendment No. 1 to the Registration Statement on Form F-4 (the “Registration
Statement”) reflecting, among other things, the revisions set forth below.

For
ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in
the Comment Letter, and we have set forth below, in italics, the text of the Staff’s comment prior to each of the Company’s
responses in the same order as presented in the Comment Letter.

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.

  February 9, 2024

  Page 2

Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that no financial statements of the Company were included in
the Registration Statement because the Company is a newly organized registrant formed solely for the purposes of engaging in the transactions
contemplated by the Business Combination Agreement and has had no assets, equity (other than nominal capital at inception), liabilities
or operations except those incidental to its formation and the transactions contemplated in the Business Combination Agreement. To date,
those operations are immaterial. In reliance on section 1160 of the SEC staff’s Financial Reporting Manual (the “FRM”),
the financial statements of the Company were deemed to not be material to investors in making their voting/investment decision and were
therefore permitted to be omitted.

In addition, the registrant believes
that the guidance in Section 1170.2(b) of the FRM, although not directly applicable, supports the Company’s determination
that its financial statements for periods prior to the closing of the business combination are immaterial and can be omitted. The purpose
of Section 1170.2(b) of the FRM is to permit the omission of financial statements of the registrant to the extent they are not
material to investors either because financial statements for the period including the closing of the transaction are not available or
the registrant had only “nominal income statement activity” during the period. Here, the Company was formed with nominal assets
as a direct, wholly owned subsidiary of Above Food, Inc. solely to effect the business combination and has had no income statement
activity during the period since the date of inception on April 18, 2023 and therefore should be permitted to exclude any financial
statements for such period, particularly in light of the time and expense the registrant would incur to prepare and audit such immaterial
financial statements.

Lastly, the Company respectfully
advises the Staff that it has considered the requirements of Item 14(h) of Form F-4, which require the financial
statements outlined by Item 18 of Form 20-F. In accordance with these requirements, the Company has provided the consolidated
financial statements of Above Food Corp. (“Above Food”) as the predecessor of the Company. In accordance with the
requirements of Form 20-F, the Company has provided Above Food’s audited consolidated financial statements as of
January 31, 2023 and 2022 and for the years then ended, and the unaudited consolidated financial statements as of
October 31, 2023 and for the nine months ended October 31, 2023 and 2022. Lastly, given that the Company has been a
direct, wholly owned subsidiary of Above Food, its financial condition and results are reflected in Above Food’s unaudited
condensed consolidated financial statements that are included in the F-4.

  February 9, 2024

  Page 3

 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.

Response:
In response to the Staff’s comment, the Company has included the unaudited condensed financial statements of Bite as of
September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 and the unaudited condensed consolidated
financial statements of Above Food as of October 31, 2023 and for the nine months ended October 31, 2023 and 2022. The pro forma
financial information included in the filing have also been revised accordingly.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 1
of the 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 21
and 118 through 120 of the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 24
of the Registration Statement.

 6. Please
                                            revise to disclose the amount that the Sponsor paid per share for the Founder Shares.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 23,
85, 103, 140 and F-38 of the Registration Statement.

Summary of the
Registration Statement/Proxy Statement, page 31

  February 9, 2024

  Page 4

 7. Please
                                            revise this section to describe the expected sources and use of funds in connection with
                                            the business combination.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 37 through 39 and 124 through 126 of the
Registration Statement.

 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.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 34 through 35 of the Registration
Statement.

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.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 68 of the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 128
of the Registration Statement.

 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.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 129 through 130 of the Registration
Statement.

 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.

  February 9, 2024

  Page 5

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 128
of the Registration Statement.

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.

Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the Company will provide, on a confidential and supplemental
basis, the engagement letters between Bite and BMO Capital Markets Corp. (“BMO”).  The Company advises the Staff
that there are no other material obligations of Bite, including rights of first refusal or lockups, other than as described in the existing
disclosure on pages 94 through 95, 129, and 132 through 133 of 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.

Response:  In
response to the Staff’s comment, the Company has revised the disclosure on pages 138 through 139 of the Registration
Statement.

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.

Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the Company has corrected its disclosures to state that
the minimum amount of cash that must be retained to satisfy the Available Cash Condition is USD $14,800,000 million, which equates to
approximately 1,472,557 shares or approximately USD $10.53 per share. The Company cal