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Above Food and Bite Acquisition Corp. Announce Approval of Business Combination by Above Food Shareholders

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(via TheNewswire)

Above Food Corp.

Calgary, Alberta and New York, NY TheNewswire – June 11, 2024 — Above Food Corp. (the “Company” or “Above Food“) and Bite Acquisition Corp. (NYSE AMERICAN: BITE) (“Bite“) today announced that the Company’s shareholders have unanimously approved the previously announced plan of arrangement (the “Arrangement“) in respect of the business combination among Bite, the Company, Above Food Ingredients Inc. (“New Above Food“) and Above Merger Sub, Inc. (the “Business Combination“) at the Company’s special meeting of shareholders held on June 7, 2024 (the “Special Meeting“).

The special resolution approving the Arrangement (the “Arrangement Resolution“) was required to be approved by at least two-thirds (66 2/3%) of the votes cast by the Company’s shareholders represented in person or by proxy at the Special Meeting. A total of 53,222,427 of the Company’s common shares, representing approximately 68% of votes entitled to be cast at the Special Meeting, were represented in person or by proxy at the Special Meeting and all (100%) of the votes at the Special Meeting were voted in favour of the Arrangement Resolution.

The Special Meeting was called in accordance with the interim order granted on May 29, 2024 by the Court of King’s Bench of Alberta (the “Court“) in connection with the Arrangement. The Company will seek a final order approving the Arrangement from the Court on June 18, 2024. Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including receipt of final Court, stock exchange and regulatory approvals.

About Above Food

Above Food Corp. is a differentiated, regenerative ingredient company that celebrates delicious products made with real nutritious, flavorful ingredients and delivered with transparency. Above Food’s vision is to create a healthier world — one seed, one field, and one bite at a time. With a robust chain of custody of plant proteins, enabled by scaled operations and infrastructure in primary agriculture and processing, Above Food delivers nutritious foods to businesses and consumers with traceability and sustainability. Above Food’s consumer products and brands are available online at www.abovefood.com and in leading grocers across Canada and the United States.

About Bite Acquisition Corp.

Bite Acquisition Corp is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Bite is led by Chair and CEO Alberto Ardura and a team of successful industry executives, and venture capital investors who have long track records of operating business in the restaurant and food industries.

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively “forward-looking information“), which are based on Above Food’s and Bite’s current internal expectations, estimates, projections, assumptions and beliefs. The use of any of the words “believe”, “estimate”, “anticipate”, “expect”, “plan”, “predict”, “outlook”, “target”, “project”, “plan”, “may”, “could”, “will”, “shall”, “should”, “intend”, “potential”, “seek”, “future”, “outlook” and similar expressions that predict or indicate future events or trends or events that are not statements of historical matters are intended to identify forward-looking information. Forward-looking information in this press release includes, but is not limited to: statements regarding the anticipated benefits of the Business Combination, particularly that the Business Combination will offer certain advantages to Above Food’s shareholders and Bite stockholders; the expectation that following completion of the Business Combination, the Above Food’s shareholders and Bite stockholders will continue to participate in the upside of the combined company; and statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity. Forward-looking information is not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Above Food and Bite currently believe the expectations reflected in the forward-looking information in this press release are reasonable, but no assurance can be given that these expectations will prove to be correct, and readers should not place undue reliance on such forward-looking information. The forward-looking information in this press release is subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company, the expected benefits of the proposed Business Combination are not obtained or that any of the conditions to closing are not satisfied or that events or other circumstances give rise to the termination of the business combination agreement relating to the proposed Business Combination; (iii) changes to the structure of the proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining the necessary regulatory approvals; (iv) the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination; (v) the risk that the proposed Business Combination disrupts current plans and operations of Above Food as a result of the announcement and consummation of the proposed Business Combination; (vi) failure to realize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) costs related to the proposed Business Combination; (viii) changes in applicable law or regulations; (ix) risks relating to the uncertainty of the projected financial information with respect to Above Food; (x) the outcome of any legal proceedings that may be instituted against Bite or Above Food; (xi) the effects of competition on Above Food’s future business; (xii) the impact of the COVID-19 pandemic on Above Food’s business; (xiii) the ability of Bite or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the proposed Business Combination or in the future; (xiv) the enforceability of Above Food’s intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; (xv) Above Food’s ability to execute its planned acquisition strategy, including to successfully integrate completed acquisitions and realize anticipated synergies; and (xvi) those factors discussed under the heading “Risk Factors” in Bite’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC“) on March 11, 2024, the definitive proxy statement/prospectus filed on April 9, 2024 by Bite and New Above Food and other documents filed, or to be filed, by Bite and/or New Above Food with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking information. There may be additional risks that none of Bite or Above Food presently know or that Bite or Above Food currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking information.

In addition, forward-looking information reflects Bite’s and Above Food’s expectations, plans or forecasts of future events and views as of the date of this press release. Bite and Above Food anticipate that subsequent events and developments may cause Bite’s and Above Food’s assessments to change. However, while Bite and Above Food may elect to update the forward-looking information at some point in the future, Bite and Above Food specifically disclaim any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Nothing in this press release should be regarded as a representation by any person that the forward-looking information set forth herein will be achieved or that any of the contemplated results of such forward-looking information will be achieved. Accordingly, undue reliance should not be placed upon the forward-looking information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

Contacts Media:

media@abovefood.com

Investors:

investors@abovefood.com

Copyright (c) 2024 TheNewswire – All rights reserved.

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Press Release

The Rise of the Meme Supercycle: Murad’s Visionary Thesis on Memecoins

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Cryptocurrencies, known for their volatile nature and rapid shifts in fortune driven by digital trends, are now seeing a new narrative take shape. At the center of this movement is Murad, widely recognized as @muststopmurat across social media.

Once closely associated with Bitcoin maximalism, Murad has now turned his attention to memecoins—often seen as the jokers of the crypto market. He argues that we’re entering a “meme supercycle,” a phase where memecoins will not only surpass traditional cryptocurrencies but also alter investor behavior and market trends. Murad believes memecoins are evolving from mere online jokes into legitimate investment assets with passionate followings, capable of outpacing other cryptocurrencies thanks to their community-driven energy.

Murad highlights that memecoins appeal to people’s desires for belonging, entertainment and shared identity—qualities that many traditional cryptocurrencies lack in their pursuit of technological innovation. He notes that in 2024, 13 of the top 20 performing tokens were memecoins, which he views as supporting his predictions.

From Analyst to Meme: The Birth of “Murad Flanders”

Like many public figures in the internet age, Murad has become a meme himself. “Murad Flanders” (http://muradflanders.io), , which portrays him as a character from The Simpsons, reflects how his ideas have gained traction within online culture. This meme represents more than just humor; it highlights the extent to which his thesis has resonated with people, bridging the gap between serious financial theories and playful internet creativity.

The Cultural Impact and Future Implications

Murad’s thesis extends beyond forecasting market movements; it touches on the changing relationship between culture, economics and digital assets. In his view, memecoins aren’t merely about short-term gains but about building movements—often wrapped in layers of irony and humor. This challenges investors to reconsider traditional measures of value, recognizing emotional and communal investment as real factors in the digital economy.

The rise of memes like “Murad Flanders” points to growing acceptance of his ideas. It shows how financial theories, when mixed with the viral nature of internet culture, can serve as forms of social commentary and foster new communities.

As 2024 progresses, Murad’s predictions and the meme supercycle thesis will face scrutiny. Will memecoins like Dogecoin or Shiba Inu reach the massive $100 billion market cap he hints at, or will the hype fizzle, reminding investors of the speculative risks involved? Regardless of the outcome, Murad has already achieved one thing: he’s prompted the crypto world and beyond to rethink value, community and investment.

Whether or not the meme supercycle plays out as Murad envisions, it has already reshaped discussions around digital currencies. And with “Murad Flanders” as its unexpected mascot, the movement shows once again that in crypto, the lines between reality and online culture are often blurred in ways that are both surprising and entertaining.

Media Contacts:

Website: https://muradflanders.io/ 

Twitter: https://x.com/MuradFlanders 

Telegram: https://t.me/MuradFlanders 

Email: hi@muradflanders.io 

Person Name: Emily Davis

Company name: MuradFlandersTheMeme

SOURCE: Murad Flanders

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Press Release

“Infertility is surmountable, you will have a child!” – a serial businessman-pedophile guarantees

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Surrogacy is a multifaceted phenomenon. For desperate childless couples – the last hope to become parents, for some enterprising businessmen convicted of pedophilia and fraud – another way to make money quickly. Nothing personal, just business. Let’s follow the history of the intermediary agency Gestlife, well-known in Ukraine and abroad.

What do people suffering from infertility expect, resorting to surrogacy as a last hope to become parents of a baby? Probably, confidence in the appearance of a healthy child, a careful attitude to their experiences, fears, pain from previous failures. But what if the founder of this agency doesn’t care about your worries and concerns? In addition to the surrogacy agency, he has a series of very different businesses: 

  • Eliminalia is an online reputation management agency specialising in removing unwanted information about the dark dealings of powerful people, many of whom have been convicted of serious crimes (its employees even pose as European Union officials to achieve their goals); 
  • Jurisdalia (which changed its name to Legisdalia), a law firm with a wide range of services that promises to protect your rights on the outside and in prison;
  • Subastalia – a company registered for commercial purposes, with an undefined line of business;
  • Wave Music – a production company dedicated to finding talented musicians;
  • Mireia Vidal Brides – a bridal salon;
  • Padres Para Siempre – an organisation involved in adopting orphans from Russia before it was banned by Russian law;
  • Financonsulting, a financial holding company whose financial fraud enriched the businessman and his partner by more than 8 million euros
  • Subrogalia – and finally, the surrogacy agency (now known under the brand names Gestlife and Eurosurrogacy)

As you can see, the level of involvement in the problem of infertility and its overcoming is maximum. In between deleting unwanted information on the Internet, mortgage machinations and selling wedding accessories.

Why so many rebrandings? – potential clients dreaming of a child may ask. The answer is simple: all these companies have a long trail of accusations and lawsuits, ranging from the negligent performance of duties by the surrogacy agency Subrogalia to accusations of sexual harassment of a 17-year-old employee of Wave Music.

But this is not the most important thing that potential parents in need of surrogacy should know. The fact is that the owner of the surrogacy agency Gestlife is Jose Maria Gil Prados (who changed his name to Diego), convicted of abusing a 12-year-old boy and his sister. Later, the victim of the pervert, Didac Jimenez Sanchez, will become a co-owner and, in fact, a front man for a new version of the surrogacy agency Subrogalia in Spain – Gestlife, in Ukraine – Eurosurrogacy, as well as some other companies.

The surrogacy agency Gestlife talks about its clinic Intereco, without, of course, informing potential clients that before it there was the clinic Interfiv, which is under investigation for the same human trafficking, document falsification and illegal adoption.

Currently, the clinic Interfiv, originally created by Gil Prados and Sanchez, is not working: the sign has disappeared from the facade of the building, and in a Google search you can find information that the company is closed forever. Didac Sanchez and Jose Maria Gil Prados are distancing themselves from the agency Gestlife and the new clinic Intereco in every possible way, so that the trail of accusations of fraud and other unsightly stories that follows them does not scare off potential clients. The new owner of the surrogacy agency Gestlife clinic on December 31, 2017 is … the adopted son of Gil Prados, Alan Alexis Hill Prados. Financial flows remained in the family.

Meanwhile, a representative of the Russian branch of the Subrogalia surrogacy agency was sentenced to 4.5 years for human trafficking. Despite the fake clinic owners, the creator’s signature approach to business does not change. Old habits die hard, the series of crimes continues.

Gestlife also continues to deceive intended parents about the terms of its supposedly guaranteed programs. In 2020, an Italian woman, Irene, contacted the agency to become a mother through surrogacy services. After the war in Ukraine began, the agency offered the woman to pay for the surrogate mother to move to Georgia for a safer program, assuring that this step would not affect the legalization of the newborn or the cost of the contract. The assurances turned out to be another lie: the woman had to spend 14,000 euros over the cost of the program (80,000 euros) and hire her own team of lawyers (Gestlife’s lawyers must have been surprised by Georgia’s stricter laws on determining parental rights for children born under surrogacy programs). All this in order to be able to return to Italy with the child. 

Apparently anticipating such cases, Gestlife included in the contract ‘a special clause on confidentiality, respect and non-attack on the image of the client, the company and its employees’, violation of which will result in a fine of 14,000 euros. By going public with her story Irene violated this clause. Making the client guilty of incompetence and making them pay for it – that’s the guarantee from Gestlife.

The parade of lies continues with Gestlife’s claims of representation in all countries where they offer reproductive programs. Albania is particularly interesting in this respect: the direction is actively promoted by the company (the fact that the country has no reliable legal framework for surrogacy is traditionally kept silent). If potential parents need to discuss the course of their program in Albania, the caring agency Gestlife offers to address its office… which is not an office, but the Embassy of Ukraine in Tirana. Apparently, Signors Prados and Sanchez feel it necessary to share your family affairs and reproductive anamnesis with a diplomatic institution. 

And yes, neither José María Gil Prados nor Didac Jiménez Sánchez are reproductive doctors. 

Which means they have no idea what your reproductive prospects are, nor are they capable of selecting treatment tactics based on your reproductive history. All they do is earn their percentage by finding surrogate mothers and sending them to reproductive clinics that still co-operate with them. In other words, they make promises, and the obligation to fulfil them is assigned to third parties on the principle of ‘if it works out – great, if it doesn’t work out – next ones’. By the way, one of the key partners of Eurosurrogacy (the Ukrainian version of Subrogalia) – the reproductive clinic BioTex stopped co-operation after learning about the criminal past of the counterparty. Surprisingly, a check of the counterparty was not conducted before the start of active co-operation.

Thus, to fulfil your dream of having a child (if you are lucky, with someone else’s hands) is promised by a middleman convicted of sexual offences, without the slightest expertise in reproductive medicine, with clinics that continue the tradition of human trafficking established by Subrogalia, lying about the conditions of legalisation of children in Albania and his legal address in this country, deceiving and leaving many people without money and children.

Be careful. Check every word of the person to whom you want to entrust the birth of your child. The lust for profit, a sea of lies and heinous crimes are not what should accompany the birth of children to people who have already suffered from the unjust caprice of their nature.   

In addition to these cases, it is known that the BiotexCom clinic is accused of human trafficking. Because of this, the clinic’s management was changed, but the investigation continues. Another major clinic Feskov Human Reproduction Group was able to prove its innocence in participating in commercial surrogacy in the Czech Republic

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Press Release

TokenSpritz Revolutionizes Web3 Social Gaming with Groundbreaking Bot Update and DropGame Feature Launch

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Pioneering Platform Introduces First-Ever Voice-Activated Gaming Experience on TON Network, Setting New Standards in Web3 Social Gaming

TokenSpritz (@TokenSpritz_bot) has announced the largest upgrade of the platform introducing the revolutionary DropGame feature and improved memecoin integration. This release positions TokenSpritz uniquely to be the first and only Web3 social gaming bot that deploys gifts through voice on the TON network and unprecedented advancement in blockchain-based social gaming.

Introducing DropGame: A New Era in Social Gaming

The centerpiece of this groundbreaking release is the DropGame feature, which fundamentally transforms how users engage with cryptocurrency gaming platforms. In an unprecedented move, TokenSpritz provides every user with five complimentary daily entries to participate in cryptocurrency prize drawings. The platform has implemented a sophisticated referral system that rewards community growth, allowing users to earn additional entries by inviting friends to join the ecosystem. This strategic gamification approach not only enhances user engagement but also establishes a sustainable growth model for the platform’s rapidly expanding community.

Advanced Memecoin Integration and Project Collaboration

TokenSpritz has positioned itself at the forefront of memecoin innovation by creating a comprehensive ecosystem that welcomes and supports memecoin projects. The platform’s sophisticated integration capabilities enable project owners to leverage its unique voice-activated gift-sharing feature for creating engaging token campaigns. Whether distributing $PEPE tokens, NFTs, or other memecoins, projects can now engage with their communities in previously impossible ways. This open collaboration framework has established TokenSpritz as a central hub for project owners seeking meaningful community engagement and sustainable growth opportunities.

Revolutionary Rewards System and Early Adopter Benefits

The platform has implemented a sophisticated reward structure designed to recognize and incentivize early platform supporters. Through the innovative $TS points system, users can accumulate rewards through various platform activities, with a particular emphasis on voice interactions and community engagement. These points hold significant value as they will play a crucial role in future $TST token airdrops. Early adopters benefit from specially designed launch period bonuses and enhanced earning opportunities through voice-activated features, creating a compelling reason for users to engage with the platform during its initial growth phase.

Robust Security Infrastructure and Multi-Chain Support

Security and fair play remain paramount in TokenSpritz’s operational framework. The platform has implemented state-of-the-art anti-cheat systems and maintains rigorous security protocols through regular audits and transparent winner selection processes. The sophisticated multi-chain wallet system supports major networks including TON, BSC, ETH, and SOL, providing users with unprecedented flexibility in managing their digital assets. This comprehensive approach to security and accessibility ensures a trustworthy environment for all participants while maintaining the platform’s user-friendly nature.

The Vision Behind DropGame

DropGame is now available at the right time given TokenSpritz’s objectives of improving social interactions through games. Activity challenges can also carry out daily tasks that not only offer the user free entries but make them share with their friends as well. This feature is intended for effective flight between users and full immersion in the features of Web3 technology.

Strategic Vision and Future Development

Looking ahead to 2024-2025, TokenSpritz has outlined an ambitious development roadmap that encompasses several key initiatives:

  • Enhanced MEME Ecosystem Development: Expanding the platform’s capability to support and nurture emerging memecoin projects
  • Advanced Partnership Opportunities: Creating new frameworks for collaboration between projects and communities
  • Innovative Social Interaction Tools: Developing cutting-edge features that enhance user engagement and community building
  • $TST Token Integration: Implementing sophisticated token utility mechanisms that add value to the ecosystem

Accessibility and Technical Requirements

TokenSpritz maintains its commitment to user accessibility while delivering sophisticated features. Users need only three basic requirements to participate:

  • An active Telegram account
  • The latest version of @TokenSpritz_bot
  • A Web3 wallet for collecting prizes

“The launch of this new TokenSpritz version represents a watershed moment in Web3 social gaming,” states the platform’s leadership team. “By seamlessly integrating voice-activated features with traditional gaming elements and memecoin functionality, we’re creating an unprecedented space where social interaction and cryptocurrency naturally converge. This platform update demonstrates our unwavering commitment to innovation and community engagement in the Web3 space.”

About TokenSpritz

TokenSpritz stands as a pioneering force in Web3 social gaming, revolutionizing the intersection of voice technology, gaming mechanics, and cryptocurrency integration. Built on the robust TON network, the platform creates an ecosystem where innovation meets practical utility, fostering meaningful connections between projects and users while maintaining the highest standards of security and fair play.

Official Platform Channels and Resources

Users can connect with TokenSpritz through multiple official channels:

For media inquiries:

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Disclaimer: The views, suggestions, and opinions expressed here are the sole responsibility of the experts. No Digi Observer journalist was involved in the writing and production of this article.

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