UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2021

ANDINA ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 235-0430

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07 Submission of Matters to a Vote of Security Holders. 

On January 27, 2021, Andina Acquisition Corp. III (the “Company”) held its 2020 annual general meeting (the “Annual Meeting”) of shareholders. At the Annual Meeting, the Company’s shareholders were presented the proposals to (i) re-elect three directors to serve as Class A directors the Company’s board of directors until the 2023 annual meeting of shareholders of the Company or until their successors are duly elected and qualified, (ii) ratify the selection by the audit committee of Marcum LLP (“Marcum”) to serve as the Company’s independent registered public accounting firm for the year ended December 31, 2020 (the “Auditor Ratification Proposal”) and (iii) to extend the date by which the Company must consummate a business combination from January 31, 2021 (or April 30, 2021 if the Company has executed a definitive agreement for a business combination by January 31, 2021) to April 30, 2021 (or July 31, 2021 if the Company has executed a definitive agreement for a business combination by April 30, 2021) (the “Extension Proposal”). The proposal to adjourn the Annual Meeting to a later date was not presented because there were enough votes to approve each of the foregoing proposals.

Set forth below are the final voting results for each of the foregoing proposals. Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, directors are appointed by the affirmative vote of the holders of not less than a majority of the ordinary shares of the Company (the “Ordinary Shares”) entitled to vote which were present at the Annual Meeting. The approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of not less than a majority of the Ordinary Shares entitled to vote which were present at the Annual Meeting. The approval of the Extension Proposal requires the affirmative vote of the holders of at least two-thirds of the Ordinary Shares entitled to vote which were present at the Annual Meeting. 

All three nominees were elected as directors with the following vote:

The appointment of Marcum as the Company’s independent registered public accounting firm for the fiscal year ended December 30, 2020 was ratified with the following vote: 

The Extension Proposal was approved with the following vote:

Following redemptions of 300 Ordinary Shares in connection with the vote on the Extension Proposal, a total of approximately $13.5 million will remain in the Company’s trust account.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.