DEFA14A 1 defa14a.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant [X]

 

Filed by a Party other than the Registrant [  ]

 

Check the appropriate box:

 

[  ] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ] Definitive Proxy Statement
[X] Definitive Additional Materials
[  ] Soliciting Material Pursuant to Section 240.14a-12

 

ANDINA ACQUISITION CORP. III

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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ANDINA ACQUISITION CORP. III

Calle 113 #7-45 Torre B, Oficina 1012

Bogotá, Colombia

 

ADDITIONAL INFORMATION REGARDING THE SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2020

 

The following information in the form of a press release relates to the proxy statement (the “Extension Proxy Statement”) that was mailed by Andina Acquisition Corp. III (“Andina” or the “Company”) to its shareholders in connection with Andina’s Special Meeting of Shareholders to be held on October 28, 2020. This supplement is being filed with the SEC and is being made available to shareholders on or about October 28, 2020. This supplement should be read in conjunction with the Extension Proxy Statement filed with the U.S. Securities and Exchange Commission on October 8, 2020 and furnished to shareholders on or about October 9, 2020.

 

 

 

 

Andina Acquisition Corp. III Announces Intention to Adjourn Extraordinary General

Meeting of Shareholders for Approving an Extension of the Deadline Related to

Consummating its Initial Business Combination

 

New York, NY– October 28, 2020 - Andina Acquisition Corp. III (NASDAQ: ANDA, ANDAW, and ANDAU) (“Andina” or the “Company”) today announced that the Company’s board of directors has determined to postpone the vote by its shareholders on extending the date by which Andina must consummate a business combination from October 31, 2020 (or December 31, 2020 if Andina has executed a definitive agreement for a business combination by October 31, 2020) to January 31, 2021 (or April 30, 2021 if Andina has executed a definitive agreement for a business combination by January 31, 2021) (the “Proposed Extension”).

 

As a result of such decision, the Company intends to convene and then adjourn, without conducting any other business, the extraordinary general meeting originally scheduled on October 28, 2020. The new meeting time and date for shareholders to vote on the Proposed Extension will be announced separately.

 

In connection with the foregoing development, Andina will also extend the deadline for holders of its ordinary shares to submit their shares for redemption. The new deadline for redemption will be announced separately along with the new meeting time and date. Shareholders who wish to withdraw their redemption request may do so by requesting that the transfer agent return such shares prior to the new meeting.

 

About Andina Acquisition Corp. III

 

Andina Acquisition Corp. III (NASDAQ: ANDA, ANDAW, and ANDAU) is a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. For information about Andina, please visit http://www.andinaacquisition.com/

 

Additional Information and Where to Find It

 

Andina urges investors, stockholders and other interested persons to read, when available, the definitive proxy statement filed on October 8, 2020 (the “Extension Proxy Statement”), as well as other documents filed by Andina with the Securities and Exchange Commission (the “SEC”), because these documents will contain important information about Andina and the Proposed Extension. The definitive proxy statement for the Proposed Extension was also mailed to shareholders of Andina as of a record date of September 28, 2020 on or about October 9, 2020. Shareholders may obtain copies of the proxy statement, when available, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Andina Acquisition Corp. III, Calle 113 #7-45 Torre B, Oficinia 1012, Bogota, Colombia.

 

Participants in Solicitation

 

Andina and its directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Andina shareholders in connection with the Proposed Extension. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Andina’s directors and Officers in the Extension Proxy Statement, which may be obtained free of charge from the sources indicated above.

 

Non-Solicitation

 

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Extension and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Andina, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or 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.

 

 

 

 

Forward Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to Andina’s shareholder approval of the Extension, Andina’s inability to enter into a definitive agreement with respect to a business combination transaction or to complete the transactions by the deadline set forth under its amended and restated memorandum and articles of incorporation and other risks and uncertainties indicated from time to time in filings with the SEC, including Andina’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 under the heading “Risk Factors” and other documents Andina has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Andina expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Andina’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Contact

 

ICR

Investor Relations:

Raphael Gross, (203) 682-8253

raphael.gross@icrinc.com

 

Media Relations:

Cory Ziskind, (646) 277-1232

cory.ziskind@icrinc.com

 

Keil Decker, (646) 677-1854

keil.decker@icrinc.com