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    811 Main Street, Suite 3700

    Houston, TX 77002

    Tel: +1.713.546.5400

    Fax: +1.713.546.5401

    www.lw.com

    March 13,
2024

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549-3628

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    Attention:
    Stephany Yang

    Anne McConnell

    Erin Donahue

    Asia Timmons-Pierce

    Re:
    Above Food Ingredients Inc.

    Amendment No. 1 to Registration Statement on Form F-4

    Filed February 9, 2024

    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 February
26, 2024 (the “Comment Letter”) regarding the above-referenced filing.

Please note that the Company
today filed with the Commission Amendment No. 2 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.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 133–134.

March
13, 2024

Page 2

 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 134–135.

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.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 150 through 168 to add the scenario in which
the Available Cash Condition is waived to the unaudited pro forma condensed combined financial information.

 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.

Response:
In response to the Staff’s comment, the Company has revised its treatment of transaction costs in the unaudited
pro forma financial statements throughout the Registration Statement. The Company has expensed all of the estimated transaction costs
incurred and expected to be incurred by Bite, and Above Food’s transaction costs have been allocated on a pro rata basis between
the New Above Food Common Shares to be issued, the New Above Food Class A Earnout Shares and New Above Food Class B Earnout Shares (together
the “Earnout Shares”) to be issued, and the New Above Food warrants to be issued. In the case of the Earnout Shares, and
New Above Food warrants, these costs have been expensed as the related instruments are liability-classified which are measured
at fair value through loss. In the case of the New Above Food Common Shares issued, the allocated costs have been deferred
against share capital in accordance with ASC 340-10-S99-1.

 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.

Response:
In response to the Staff’s comment, the Company has revised the transaction adjustment to remove the interest expense
reflected in the historical financial statements and has removed the accrual of interest incurred after October 31, 2023. The Company
has revised disclosures in the preamble to the pro forma financial statements to narratively outline the amount of New Above Food Common
Shares that will be issued as a result of the interest incurred on convertible debt in order to illustrate the expected dilution. In
addition, the Company has also revised the pro forma financial information to remove the change in fair value of convertible promissory
notes recorded by Bite in its historical financial statements as the related convertible promissory notes will be settled in a combination
of cash, New Above Food Common Shares and warrants to acquire New Above Food Common Shares upon close of the transaction with Bite.

March
13, 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.

Response:
In response to the Staff’s comment, the Company respectfully acknowledges the Staff’s comment and has removed
the transaction adjustments related to the fair value changes on the Above Food warrants and SPAC warrants, and the fair value adjustments
on the Earnout Shares. Given the Company’s inability to predict the trading price of the New Above Food common shares after the
close of the transaction with Bite, and their related volatility, the Company believes it is more appropriate to narratively disclose
the fact that these instruments will remeasured to their fair value. The Company has added disclosures relating to the sensitivity of
the fair values of these instruments recorded in the audited pro forma condensed combined balance sheet.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 170.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 184–189.

March
13, 2024

Page 4

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.

Response:
In response to the Staff’s comment, the Company has added the audited financial statements of Above Food Ingredients
Inc. to the Registration Statement.

 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.

Response:
In response to the Staff’s comment, the Company has amended the Registration Statement to file as an exhibit the
request for waiver and representation under Item 8.A.4 of Form 20-F.

 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.

Response:
In response to the Staff’s comment, the Company has revised the Registration Statement to include the updated audited
financial information for the year ended December 31, 2023 for Bite Acquisition Corp.

March
13, 2024

Page 5

We hope that the foregoing
has been responsive to the Staff’s comments. If you have any questions rela