Stryve Foods LLC signed non-binding letter of intent to acquire Andina Acquisition Corp. III (NasdaqCM:ANDA) from Cowen Investments II LLC, Glazer Capital, LLC and others for approximately $130 million in a reverse merger transaction on December 8, 2020. Stryve Foods LLC signed a definitive agreement to acquire Andina Acquisition Corp. III (NasdaqCM:ANDA) from Cowen Investments II LLC, Glazer Capital, LLC and others for approximately $130 million in a reverse merger transaction on January 28, 2021. The transaction implies a post-money enterprise valuation for the combined company of approximately $170 million at closing, or 3.7x/1.8x projected 2021/2022 estimated revenue. It is anticipated that the combined company will have $58 million of net cash proceeds. The current Stryve shareholders will receive 54.2% of the pro forma equity and the transaction itself will be funded through a combination of Andina cash held in a trust account, the equity rollover from existing Stryve shareholders, and proceeds from the PIPE. In connection with the business combination announcement, the companies executed definitive agreements with institutional investors for an oversubscribed common stock PIPE of $42.5 million at $10 per share. Stryve simultaneously has secured a $10.6 million bridge note offering and the bridge note offering will convert into common stock immediately prior to the business combination closing. As part of the transaction, Andina and Stryve raised over $50 million of fully committed capital. The transaction will be funded by a combination of Andinas cash held in its trust account. Upon consummation of the Business Combination, the combined company will operate as Stryve Foods, Inc. and will be listed on NASDAQ under the new symbols SNAX and SNAXW, respectively.
The combined company will continue to be led by Joe Oblas, Co-Founder & Co-Chief Executive Officer, Jaxie Alt, Co-Chief Executive Officer & Chief Marketing Officer and their executive leadership team including Alex Hawkins, Chief Operating Officer, and Bruce Boettner, Chief Sales Officer. The parties also agreed to take all necessary action, so that effective at the closing, the entire Board of Directors of Andina (the Post-Closing Board) will consist of seven individuals, a majority of which will be independent in accordance with Nasdaq rules. Immediately after the Closing, the parties will designate and appoint to the Post-Closing Board (i) the two persons that are designated by Andina (the Andina Directors), both of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five persons that are designated by the Company (the Company Directors), at least two of whom shall be required to qualify as an independent director under Nasdaq rules. As of March 1, 2021, Stryve Foods appointed Scott McCombs as Chief Financial Officer. The Post-Closing Board will be a classified board with three classes of Directors. Non-Employee Directors of the resulting issuer are expected to be namely Ted Casey, Chairman of the Board, Kevin Vivian, B. Luke Weil, Mauricio Orellana, Robert Bo D. Ramsey III. Effective June 30, 2021, Stryve appointed R. Alex Hawkins to be Stryves Chief Financial Officer, a position Hawkins will serve in addition to serving as Stryves Chief Operating Officer.
The transaction is subject to the approval of the stockholders of Andina, expiration of any applicable waiting period under any antitrust laws, upon the closing, after giving effect to the completion of the Redemption and PIPE Investment, Andina having net tangible assets of at least $5,000,001, the effectiveness of the Registration Statement, requisite regulatory approvals, the consents required to be obtained from or made with any third person, Upon the closing, Andina Acquisition shall have cash and cash equivalents, including funds remaining in the Trust Account and the proceeds of any PIPE Investment, after giving effect to the payment of Andina Acquisitions unpaid Expenses and Liabilities, of an amount equal to at least (i) $19 million, less (ii) the gross proceeds received by Stryve Foods from the Bridge Notes and is subject to other customary closing conditions. The board of directors of Andina and Stryves board of managers have approved the transaction. Board of Andina recommends the shareholders to vote in favor of the transaction. As of June 25, 2021, the registration statement has been declared effective. As of July 19, 2021, the shareholders of Andina approved the transaction at its special meeting. Approximately 99.9% of the votes cast at the meeting, representing approximately 84.7% of Andina's outstanding shares as of the record date, voted to approve the Business Combination. The transaction is expected to close in the second quarter of 2021. As of July 19, 2021, the transaction is expected to close on July 20, 2021.
Cowen and Craig-Hallum Capital Group LLC acted as financial advisor to Andina. Cowen and Craig-Hallum Capital Group are acting as co-capital markets advisors to Andina. Craig-Hallum is serving as sole placement agent in connection with the private placement and bridge offerings. DouglasS. Ellenoff, Wei Wang, Meredith Laitner, Matthew A. Gray and Tamar Donikyan of Ellenoff Grossman & Schole LLP is serving as legal advisors to Andina. Paul D. Broude, Megan A. Odroniec, John J. Wolfel, Garrett F. Bishop, Chris Converse and Christopher J. Babcock of Foley & Lardner LLP is serving as legal advisors to Stryve. Morrow Sodali LLC acted as the information agent for Andina and will receive a fee of $7,500 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Andina. Craig-Hallum is acting as underwriter in an IPO for Andina. The collective fee that Andina would pay for Craig-Hallum and Cowens services amounts to $6.9 million. Marcum LLP provided auditors report on financials of Andina.
Stryve Foods LLC completed the acquisition of Andina Acquisition Corp. III (NasdaqCM:ANDA) from Cowen Investments II LLC, Glazer Capital, LLC and others in a reverse merger transaction on July 20, 2021. The combined company has been renamed Stryve Foods, Inc. The Class A common stock and warrants of Stryve are expected to begin trading on NASDAQ under the new symbols SNAX and SNAXW, respectively on or about July 21, 2021.