As filed with the Securities and Exchange Commission on February 11, 2021

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

BITE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware		6770		85-3307316
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

30 West Street, No. 28F

New York, NY 10004

(212) 608-2923

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Alberto Ardura González, Chief Executive Officer

Bite Acquisition Corp.

30 West Street, No. 28F

New York, NY 10004

(212) 608-2923

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Alan I. Annex, Esq. Jason T. Simon, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, FL 33131 Tel: (305) 579-0576 Fax: (305) 579-0717

David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Tel: (212) 818-8800 Fax: (212) 818-8881

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-252406

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    ¨		Accelerated filer    ¨
Non-accelerated filer    x		Smaller reporting company    x
		Emerging growth company    x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of Security being registered		Amount being Registered		Proposed Maximum Offering Price Per Security(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant(2)		2,875,000 Units		$	10.00		$	28,750,000		$	3,136.63
Shares of common stock included as part of the units(3)		2,875,000 Shares			—			—			—	(4)
Redeemable warrants included as part of the units(3)		1,437,500 Warrants			—			—			—	(4)
Shares underlying redeemable warrants included as part of the Units		1,437,500 Shares			11.50			16,531,250			1,803.56
Total							$	45,281,250		$	4,940.19	(5)

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252406).

(3)

Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $271,687,500 on its Registration Statement on Form S-1, as amended (File No. 333-252406), which was declared effective by the Securities and Exchange Commission on February 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $45,281,250 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

   

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,875,000 additional units of Bite Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of common stock, par value $0.0001 per share, and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252406) (the “Prior Registration Statement”), initially filed by the Registrant on January 25, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on February 11, 2021. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (a) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 12, 2021), (b) it will not revoke such instructions, (c) it has sufficient funds in the relevant account to cover the amount of such filing fee and (d) it will confirm receipt of such instructions by its bank during regular business hours no later than February 12, 2021. 

 

  

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a)     All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-252406) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit  No.			Description
5.1			Opinion of Greenberg Traurig, P.A.
23.1			Consent of Marcum LLP.
23.2			Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1).
24			Power of Attorney (included on the signature page to the initial Registration Statement filed on January 25, 2021 and incorporated by reference herein).

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 11^th day of February, 2021

 

		BITE ACQUISITION CORP.
	By:	/s/ Alberto Ardura González
	Name:	Alberto Ardura González
	Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
* /s/ Alberto Ardura Gonzalez		Chairman
Rafael Felipe de Jesús Aguirre Gómez				February 11, 2021
/s/ Alberto Ardura Gonzalez		Chief Executive Officer
Alberto Ardura González		(Principal Executive Officer)		February 11, 2021
*/s/ Alberto Ardura Gonzalez		Chief Financial Officer
Axel Molet Warschawski		(Principal Financial and Accounting Officer)		February 11, 2021

 

* By: /s/ Alberto Ardura Gonzalez

Alberto Ardura Gonzalez, as attorney in fact