Item 4.02 Non-Reliance on Previously Issued interim Financial Statements or
Competed Interim Review.
On May 24, 2021, the audit committee (the "Audit Committee") of the board of
directors (the "Board") of Andina Acquisition Corp. III (the "Company"), after
considering the recommendations of management, determined that the Company's
interim condensed financial statements as of March 31, 2021 and for the three
month period ended March 31, 2021 (the "Interim Financial Statements") included
in the Company's quarterly report on Form 10-Q filed by the Company on May 21,
2021 (the "Form 10-Q") should no longer be relied upon due to changes required
in the application of guidance related to the Company's accounting associated
with the private investment in public equity (PIPE) transaction that is the
subject of the Subscription Agreements entered into by the Company and Stryve
Foods, LLC ("Stryve") with certain investors on January 28, 2021 in connection
with the Company's proposed business combination with Stryve, as previously
disclosed in, among other reports, the Company's Current Report on Form 8-K
filed on February 3, 2021. Following consideration of such guidance, it was
determined that the Interim Financial Statements should be revised to reflect,
among other things, a reclassification of the Company's ordinary shares between
temporary and permanent equity, resulting in changes to the Company's additional
paid-capital, accumulated deficit and basic and diluted loss per share. The
Company intends to reflect this reclassification of its ordinary shares in an
Amendment No. 1 to the Form 10-Q that the Company will file reflecting the
reclassification of ordinary shares to temporary equity and setting forth
through expanded disclosure in the financial statements the restatement and its
impact on the previously reported Interim Financial Statements.
The Audit Committee, the Board and Andina management have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with its
auditors, Marcum LLP ("Marcum"). Marcum was provided with a copy of the
disclosures made herein and was given the opportunity, no later than the day of
the filing of this Current Report on Form 8-K, to review these disclosures.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's intent to restate certain historical
financial statements and the timing and impact of the restatement. These
statements are based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual results to
differ significantly. The Company does not assume any obligation to update or
revise any such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue reliance on
forward-looking statements.
© Edgar Online, source Glimpses