Item 8.01 Other Events
As previously disclosed, on January 28, 2021, Andina Acquisition Corp. III, a
Cayman Islands exempted company ("Andina") entered into a Business Combination
Agreement related to a proposed business combination with Stryve Foods, LLC (the
"Business Combination").
On June 28, 2021, Andina issued a press release announcing that, as of June 25,
2021, the Securities and Exchange Commission (the "SEC") has declared effective
the registration statement on Form S-4 (the "Registration Statement") filed by
Andina in connection with the Business Combination and that a special meeting
(the "Meeting) of Andina's shareholders will be held on July 19, 2021 at 10:00
a.m., Eastern Time. The purpose of the Meeting is to vote on certain proposals
related to the Business Combination that are disclosed in the definitive proxy
statement/prospectus included in the Registration Statement. A copy of the press
release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
IMPORTANT LEGAL INFORMATION
Forward-Looking Statements
This document contains certain "forward-looking statements" within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed Business Combination between Andina and
Stryve Foods, LLC ("Stryve") that is the subject of the Business Combination
Agreement entered into by Andina and Stryve, among other parties, on January 28,
2021 (the "Business Combination Agreement"). Forward-looking statements may be
identified by the use of words such as "anticipate", "may", "will", "would",
"could", "intend", "aim", "believe", "anticipate", "continue", "target",
"milestone", "expect", "estimate", "plan", "outlook", "objective", "guidance"
and "project" and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, including,
but not limited to, statements regarding Stryve's plans, strategies, objectives,
targets and expected financial performance. These forward-looking statements
reflect Stryve's current views and analysis of information currently available.
This information is, where applicable, based on estimates, assumptions and
analysis that Stryve believes, as of the date hereof, provide a reasonable basis
for the information and statements contained herein. These forward-looking
statements involve various known and unknown risks, uncertainties and other
factors, many of which are outside the control of Andina, Stryve and their
respective officers, employees, agents or associates. These risks,
uncertainties, assumptions and other important factors, which could cause actual
results to differ materially from those described in these forward-looking
statements, include: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement; (ii) the inability to obtain or maintain the listing of
Andina's common stock on Nasdaq following consummation of the Business
Combination; (iii) the inability to complete the Business Combination due to the
failure to obtain approval of the shareholders of Andina or to satisfy other
conditions to closing in the Business Combination Agreement; (iv) the inability
to meet the minimum cash requirements of the Business Combination Agreement due
to the amount of cash available following any Andina shareholder redemptions or
the inability to consummate a concurrent PIPE financing; (v) the risk that the
proposed business combination disrupts current plans and operations of Stryve as
a result of the announcement and consummation of the Business Combination; (vi)
costs related to the proposed business combination; (vii) changes in applicable
laws or regulations; (viii) the ability of the combined company to recognize the
anticipated benefits of the proposed business combination or meet its financial
and strategic goals, which may be affected by, among other things, competition,
the ability of the combined company to pursue a growth strategy and manage
growth profitability, maintain relationships with customers, suppliers and
retailers and retain its management and key employees; (ix) the risk that
retailers will choose to limit or decrease the number of retail locations in
which Stryve's products are carried or will choose not to carry or not to
continue to carry Stryve's products; (x) the possibility that Andina or Stryve
may be adversely affected by other economic, business, and/or competitive
factors; (xi) the effect of the COVID-19 pandemic on Andina and Stryve and their
ability to consummate the proposed business combination; and (xii) other risks
and uncertainties described from time to time in the Registration Statement,
including those under the heading "Risk Factors" therein as well as other risks
and uncertainties discussed from time to time in other reports and other public
filings with the SEC by Andina.
Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those projections and forward-looking statements are
based. There can be no assurance that the data contained herein is reflective of
future performance to any degree. You are cautioned not to place undue reliance
on forward-looking statements as a predictor of future performance as projected
financial information, cost savings, synergies and other information are based
on estimates and assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond our control.
All information herein speaks only as of (1) the date hereof, in the case of
information about Stryve, or (2) the date of such information, in the case of
information from persons other than Stryve. Stryve undertakes no duty to update
or revise the information contained herein. Forecasts and estimates regarding
Stryve's industry and end markets are based on sources that Stryve believes to
be reliable, however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
Business Combination. This press release is for informational purposes only and
shall not constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the proposed Business Combination or otherwise, nor shall
there be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offer 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.
Additional Information and Where to Find It
This press release relates to a proposed Business Combination between Andina and
Stryve. More information about the Business Combination can be found in the
Registration Statement, which includes a proxy statement/prospectus, in Andina's
Current Report on Form 8-K filed with the SEC on February 3, 2021 (the "Current
Report") and in Andina's other filings with the SEC.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
OF ANDINA ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, WHICH WAS
FILED WITH THE SEC ON MARCH 31, 2021, AND DECLARED EFFECTIVE BY THE SEC ON JUNE
25, 2021, AND INCLUDES THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION
WITH ANDINA'S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF SHAREHOLDERS TO
BE HELD TO APPROVE THE PROPOSED BUSINESS COMBINATION BECAUSE THE PROXY
STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION. THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO SHAREHOLDERS OF ANDINA AS OF JUNE
7, 2021, THE RECORD DATE ESTABLISHED FOR VOTING ON THE PROPOSED BUSINESS
COMBINATION.
Shareholders will also be able to obtain copies of the Registration Statement,
including the proxy statement/prospectus, the Current Report, and any other
documents filed by Andina with the SEC, free of charge, at the SEC's website
(www.sec.gov).
Participants in Solicitation
Andina and Stryve and their respective directors, executive officers and other
members of their management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Andina's shareholders in
connection with the proposed Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests
of Andina's directors and officers in Andina's filings with the SEC, including
the Registration Statement which includes the definitive proxy
statement/prospectus of Andina for the proposed Business Combination. Investors
and security holders may obtain more detailed information regarding the names
and interests of Stryve's directors and officers in the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press Release of Andina Acquisition Corp. III dated June 28, 2021
© Edgar Online, source Glimpses