ANDA ACQU Item 7.01 Regulation FD Disclosure.
As previously disclosed in
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is an investor presentation (the "Investor
Presentation"), dated
The Investor Presentation is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Items.
On
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," "aim," "continue,"
"target," "milestone," "will," "could," "should," "believe," "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 Transaction due to the
failure to obtain approval of the shareholders of Andina or satisfy 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
consummation of the Transaction; (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 of the combined company to
recognize the anticipated benefits of the Transactions 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; (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 effect of the COVID-19
pandemic on Andina and the Company and their ability to consummate the proposed
business combination; and (10) 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
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 the control of Andina, the Company or the Seller.
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 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 Transaction 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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 99.1 Investor Presentation ofStryve Foods, LLC datedJune 2, 2021 99.2 Press Release ofStryve Foods, LLC , datedJune 2, 2021
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