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CORRESP
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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 27, 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. 2 to Registration Statement on Form F-4

    Filed March 13, 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 comment of the Staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated March 22,
2024 (the “Comment Letter”) regarding the above-referenced filing.

Please note that the Company
today filed with the Commission Amendment No. 3 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
heading and number of the Company’s response set forth below corresponds to the heading and number in the Comment Letter, and we
have set forth below, in italics, the text of the Staff’s comment prior to the Company’s response.

Amendment No. 2 to Registration Statement
on Form F-4

Comparative Share Information, page 169

    1.
    We note your response to prior comment 7 and the revisions to your filing. Please be advised, the historical periods presented for Bite and Above Food should correspond to the periods of Bite and Above Food's historical financial statements included in the pro forma financial statements. In regard, it is not clear why you provided historical information for Bite for the nine months ended December 31, 2022 rather than for the year ended December 31, 2022 or why you provided historical information for Above Food for the nine months ended January 31, 2023 rather than for the year ended January 31, 2023. It is also not clear why the information is presented in US dollars rather than in Canadian dollars, the reporting currency of the registrant and its predecessor. Please clarify or revise.

March 27, 2024

Page 2

Response: In
response to the Staff’s comment, the Company has revised the figures on pages 170 and 171 to  present them in Canadian
dollars and corrected the typographical errors in the titles of the related columns to clarify that the information presented is for
the twelve months ended December 31, 2022 for Bite and for the twelve months ended January 31, 2023 for Above
Food.

We hope that the foregoing has been responsive
to the Staff’s comment. If you have any questions related to this letter, please direct any such requests or questions to Ryan
J. Maierson of Latham & Watkins LLP at (713) 546-7420 or ryan.maierson@lw.com.

    Sincerely,

    /s/ Ryan J. Maierson

    Ryan J. Maierson

    cc:
    Via E-mail

    Ryan J. Maierson, Esq.

    Ryan J. Lynch, Esq.