Item 5.07 Submission of Matters to a Vote of Security Holders
On July 19, 2021, Andina Acquisition Corp. III ("Andina") held an extraordinary
general meeting of its shareholders (the "Special Meeting"), at which holders of
3,742,899 ordinary shares were present in person or by proxy, constituting a
quorum for the transaction of business. Only shareholders of record as of the
close of business on June 7, 2021, the record date for the Special Meeting, were
entitled to vote at the Special Meeting. As of the record date, 4,417,096
ordinary shares were outstanding and entitled to vote at the Special Meeting. An
aggregate of 756,896 ordinary shares were presented for redemption in connection
with the Special Meeting. The proposals listed below are described in more
detail in the proxy statement/prospectus on Form S-4 of Andina, which was filed
with the Securities and Exchange Commission (the "SEC") on June 25, 2021 (the
"Proxy Statement/Prospectus"). A summary of the final voting results at the
Special Meeting is set forth below:
Proposal 1 - The Domestication Proposal
Andina's shareholders approved Proposal 1. The votes cast were as follows:
For Against Abstain
3,740,387 2,512 0
Proposal 2 - The Business Combination Proposal
Andina's shareholders approved Proposal 2. The votes cast were as follows:
For Against Abstain
3,740,397 2,502 0
Proposal 3 - The Charter Amendment Proposal
Andina's shareholders approved Proposal 3. The votes cast were as follows:
For Against Abstain
3,740,387 2,512 0
Proposals 4-9 - The Advisory Charter Proposals
Andina's shareholders approved Proposals 4 - 9. The votes cast were as follows:
Proposal 4:
For Against Abstain
3,740,384 2,514 1
Proposal 5:
For Against Abstain
3,739,682 3,214 3
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Proposal 6:
For Against Abstain
3,740,284 2,614 1
Proposal 7:
For Against Abstain
3,742,886 12 1
Proposal 8:
For Against Abstain
3,742,886 12 1
Proposal 9:
For Against Abstain
3,739,563 3,285 51
Proposal 10 - The Nasdaq Proposal
Andina's shareholders approved Proposal 10. The votes cast were as follows:
For Against Abstain
3,740,224 2,675 0
Proposal 11 - The Incentive Plan Proposal
Andina's shareholders approved Proposal 11. The votes cast were as follows:
For Against Abstain
3,739,454 3,384 61
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Proposal 12 - The Director Appointment Proposal
Andina's shareholders approved Proposal 12. The votes cast were as follows:
Name For Withheld
Joe Oblas 3,739,784 3,115
Jaxie Alt 3,739,784 3,115
Ted Casey 3,739,786 3,113
Kevin Vivian 3,739,784 3,115
B. Luke Weil 3,739,786 3,113
Mauricio Orellana 3,739,614 3,285
Robert "Bo" D. Ramsey III 3,739,786 3,113
As there were sufficient votes at the time of the Special Meeting to approve
each of the above proposals, the "Adjournment Proposal" described in the Proxy
Statement/Prospectus was not presented to shareholders.
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy
Statement/Prospectus, the transactions (the "Transactions") contemplated by the
Business Combination Agreement, are expected to be consummated on or around July
20, 2021. Following the consummation of the Transactions, the common stock and
warrants of Stryve are expected to begin trading on the Nasdaq Capital Market
under the symbols "SNAX" and "SNAXW," respectively, on July 21, 2021.
Item 8.01 Other Items.
As of the date of this Report, the Company issued a press release announcing
that Andina's shareholders voted to approve the previously announced proposed
business combination at the Special Meeting. The press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press Release of Stryve Foods, LLC, dated July 19, 2021
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Forward Looking Statements
Certain statements made herein contain, and certain oral statements made by
representatives of Andina, Stryve Foods, LLC (the "Company") and their
respective affiliates (including Stryve Foods Holdings, LLC, a Texas limited
liability company (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 satisfy 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 Proxy Statement/Prospectus, 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, 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.
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.
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