Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 05 2021 - 6:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 4, 2021
ANDINA
ACQUISITION CORP. III
(Exact
Name of Registrant as Specified in Charter)
Cayman
Islands
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001-38785
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N/A
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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Calle
113 # 7-45 Torre B
Oficina
1012
Bogotá,
Colombia
(Address
of Principal Executive Offices) (Zip Code)
(646)
565-3861
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of one ordinary share,
one right, and one redeemable warrant
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ANDAU
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The NASDAQ Stock Market LLC
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Ordinary Shares, par value $0.0001 per share
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ANDA
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The NASDAQ Stock Market LLC
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Rights, each to receive one-tenth (1/10) of
one ordinary share
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ANDAR
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The NASDAQ Stock Market LLC
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Redeemable warrants, exercisable for ordinary
shares at a price of $11.50 per share
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ANDAW
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The NASDAQ Stock Market LLC
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 13(a) of the Exchange Act. ☐
Item
8.01. Other Items.
On
January 28, 2021, Andina Acquisition Corp. III, a company organized in the Cayman Islands (“Andina”), announced
that it had entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to
which, subject to the terms and conditions set forth therein, Andina will, among other things, reincorporate from the Cayman Islands
to the State of Delaware and complete certain contribution and other business combination transactions (the “Transactions”)
with Stryve Foods, LLC, a Texas limited liability company (the “Company”), a healthy snack platform, following
which the business of the Company will continue to be operated under the name “Stryve.” Prior to the Transactions,
the Company will complete an internal reorganization with Stryve Foods Holdings, LLC, a Texas limited liability company (the “Seller”).
On
March 4, 2021, the Company issued a press release announcing that the Company will participate in four investor conferences during
the month of March. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
ADDITIONAL
INFORMATION
Forward-Looking
Statements
Certain
statements made herein contain, and certain oral statements made by representatives of Andina, the Company and their respective
affiliates (including the Seller), from time to time may contain, “forward-looking statements” within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Andina’s and the Company’s
actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Andina’s, the Company’s and the Seller’s expectations
with respect to future performance and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions
to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are
outside of the control of Andina, the Company or the Seller and are difficult to predict. Factors that may cause such differences
include but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the Business Combination Agreement; (2) the inability to complete the Transactions, including due to the failure to obtain
approval of the shareholders of Andina or other conditions to closing in the Business Combination Agreement; (3) the inability
to obtain or maintain the listing of Andina’s common stock on Nasdaq following the Closing; (4) the risk that the Transactions
disrupt current plans and operations of the Company as a result of the announcement and consummation of the Transactions; (5)
the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth economically and hire and retain key employees; (6) costs related
to the Transactions; (7) changes in applicable laws or regulations; (8) the possibility that Andina or the Company may be adversely
affected by other economic, business, and/or competitive factors; and (9) the impact of the global COVID-19 pandemic on any of
the foregoing risks and other risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating
to the Transactions, including those under “Risk Factors” therein, and in other filings with the SEC made by Andina.
The foregoing list of factors is not exclusive. Readers are referred to the most recent reports filed with the SEC by Andina.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Andina,
the Company and the Seller undertake no obligation to update or revise the forward-looking statements, whether as a result of
new information, future events or otherwise, subject to applicable law.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibits hereto do not constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Transactions. This Current Report on Form 8-K shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
March 4, 2021
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ANDINA
ACQUISITION CORP. III
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By:
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/s/
Julio Torres
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Name:
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Julio
A. Torres
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Title:
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Chief
Executive Officer
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