Stryve Foods(SNAX) - 2019 Q4 - Annual Report

Part I Business Andina Acquisition Corp. III is a SPAC seeking a business combination in the Americas, primarily Latin America, with a July 31, 2020 deadline - The company is a blank check company (SPAC) formed to effect a merger, share exchange, or similar business combination with a target business[17] - The company's primary geographic focus for identifying a target business is the Americas, with a specific emphasis on Latin American countries with stable political and macro-economic frameworks, including Brazil, Chile, Colombia, Mexico, and Peru[18][19] Financial Position as of December 31, 2019 | Account | Value (USD Approximate) | | :--- | :--- | | Trust Account Balance | $110,149,000 | - According to Nasdaq listing rules, any target business acquired must have a fair market value equal to at least 80% of the balance in the trust account at the time a definitive agreement is executed[43] - If a business combination is not completed by July 31, 2020, the company will cease operations, redeem 100% of outstanding public shares, and subsequently liquidate and dissolve[63] - In the event of liquidation, the initial estimated per-share distribution from the trust account would be approximately $10.20[66] Risk Factors The company faces significant risks as a SPAC, including its limited operating history, the July 31, 2020 deadline, potential conflicts of interest, and the COVID-19 outbreak - The company has a limited operating history, providing shareholders with little basis to evaluate its ability to achieve its business objective[76] - The fixed deadline of July 31, 2020, to complete a business combination may give potential target businesses significant leverage in negotiations[79] - Officers' and directors' personal and financial interests may create conflicts, as their insider shares and private warrants will be worthless if a business combination is not consummated[99][100] - The company identifies the coronavirus (COVID-19) outbreak as a significant risk that could disrupt its ability to find and consummate a business combination and materially affect a target business's operations[157] - There is a risk that the company may be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors[140][143] - Acquiring a business in Latin America exposes the company to risks such as political and economic instability, currency depreciation, and challenges in enforcing legal rights[158][162][133] Unresolved Staff Comments The company reports no unresolved comments from the Securities and Exchange Commission staff - Not applicable; the company has no unresolved staff comments[166] Properties The company owns no material properties; its principal executive office is provided at no cost by an affiliate of its CEO - The company does not own any real estate or other material physical properties; its principal executive office space is provided at no cost by a third party affiliated with the CEO[167] Legal Proceedings Management is unaware of any current or contemplated litigation against the company or its officers and directors - There is no litigation currently pending or contemplated against the company[168] Mine Safety Disclosures This section is not applicable to the company - Not applicable[169] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's securities are listed on Nasdaq, with no cash dividends paid or planned before a business combination Nasdaq Ticker Symbols | Security | Symbol | | :--- | :--- | | Units | ANDAU | | Ordinary Shares | ANDA | | Rights | ANDAR | | Warrants | ANDAW | - The company has not paid any cash dividends to date and does not intend to pay any prior to the completion of a business combination[173] Selected Financial Data This section is not applicable as the company qualifies as a smaller reporting company - Not applicable[178] Management's Discussion and Analysis of Financial Condition and Results of Operations Andina, a blank check company, reported $1.76 million net income in 2019 from trust account interest, holding $110.1 million in trust assets with no operational revenue Results of Operations | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Net Income (Loss) | $1,762,447 | ($14,772) | | Interest Income | $2,136,694 | $0 | | Operating Costs | $386,675 | $14,772 | Liquidity as of December 31, 2019 | Account | Value (USD) | | :--- | :--- | | Marketable Securities in Trust Account | $110,149,122 | | Cash Held Outside Trust Account | $352,524 | - The company has contractual obligations to pay success fees upon consummation of a Business Combination, including $3,240,000 to the joint book-running managers, 0.6% of total consideration to a director for a successful introduction, and 0.75% to 1.0% to certain unaffiliated third parties for introductions[199][200][201] Quantitative and Qualitative Disclosures About Market Risk This section is not applicable to the company - Not applicable[206] Financial Statements and Supplementary Data This section references the company's audited financial statements and related notes, included from pages F-1 through F-14 - This item references the full financial statements included at the end of the report, from pages F-1 to F-14[207] Changes in and Disagreements with Accountants on Accounting and Financial Disclosures The company reports no changes or disagreements with its accountants on accounting or financial disclosures - None[209] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[211] - Management's evaluation concluded that the company's internal control over financial reporting was effective as of December 31, 2019[213] Other Information The company reports no other information - None[215] Part III Directors, Executive Officers and Corporate Governance This section details the company's leadership, staggered board, independent committees, and adopted code of ethics Directors and Executive Officers | Name | Position | | :--- | :--- | | Julio A. Torres | Chief Executive Officer and Director | | Mauricio Orellana | Chief Operating Officer and Director | | Marjorie Hernandez | Treasurer | | B. Luke Weil | Director (Chairman) | | Matthew S. N. Kibble | Director | | David Schulhof | Director | | Walter M. Schenker | Director | - The board of directors is divided into three classes, creating a staggered board where only one class is elected each year for a three-year term[226] - The company has determined that directors B. Luke Weil, Matthew S. N. Kibble, David Schulhof, and Walter M. Schenker are independent under Nasdaq listing standards[227] - The company has established an Audit Committee, a Nominating Committee, and a Compensation Committee, each composed of independent directors[229][230][233] Executive Compensation No cash compensation has been paid to executive officers; officers and directors are reimbursed for out-of-pocket expenses - No executive officer has received any cash compensation for services rendered to the company[236] - Officers and directors will be reimbursed for out-of-pocket expenses related to identifying and consummating a business combination[236] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details beneficial ownership of ordinary shares, with executive officers and directors owning 19.76% as a group, and outlines insider share escrow terms Beneficial Ownership (as of March 16, 2020) | Name / Group | Approximate Percentage of Outstanding Ordinary Shares (%) | | :--- | :--- | | All directors and executive officers as a group (7 individuals) | 19.76% | | B. Luke Weil (Chairman) | 15.21% | | Bank of Montreal | 6.96% | | Hudson Bay Capital Management LP | 7.12% | - Insider shares are held in escrow and will be released in two 50% tranches: the first upon the earlier of one year post-business combination or the stock price reaching $12.50 for a sustained period, and the second after one year post-business combination[245] Certain Relationships and Related Transactions, and Director Independence This section outlines related party transactions, including founder share issuance, private placement units, and potential working capital loans from insiders - In 2016, the company issued 2,875,000 ordinary shares (insider shares) to B. Luke Weil for $25,000, who subsequently transferred some to other initial shareholders[250] - Initial shareholders and underwriters purchased 395,000 private units at $10.00 per unit in a private placement concurrent with the IPO[251] - Initial shareholders, officers, and directors may loan the company funds for working capital; up to $500,000 of these loans may be converted into private units at $10.00 per unit upon consummation of a business combination[255] Principal Accounting Fees and Services Marcum LLP is the independent auditor, with audit fees of approximately $50,500 in 2019 and $97,500 in 2018, and no other service fees Audit Fees Paid to Marcum LLP | Fiscal Period Ended | Audit Fees (USD) | | :--- | :--- | | December 31, 2019 | ~$50,500 | | December 31, 2018 | ~$97,500 | - No fees were billed for audit-related, tax, or other services during the fiscal periods of 2019 and 2018[260][261][262] Part IV Exhibits, Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K - This section provides a list of all financial statements, schedules, and exhibits filed with the Form 10-K[264][266] Form 10-K Summary This section is not applicable - Not applicable[267] Financial Statements This section presents the company's audited financial statements for 2019 and 2018, including the auditor's report, core statements, and detailed notes Report of Independent Registered Public Accounting Firm Marcum LLP issued an unqualified opinion on the company's financial statements for 2019 and 2018, confirming conformity with U.S. GAAP - The auditor, Marcum LLP, provided an unqualified opinion on the company's financial statements[275] Core Financial Statements The core financial statements detail the company's financial position, showing $110.1 million in trust account securities and $1.76 million net income in 2019 Balance Sheet Highlights (December 31, 2019 vs 2018) | Account | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Cash | $352,254 | $0 | | Marketable securities held in Trust Account | $110,149,122 | $0 | | Total Assets | $110,509,722 | $156,276 | | Total Liabilities | $5,723 | $160,273 | | Total Shareholders' Equity (Deficit) | $5,000,008 | ($3,997) | Statement of Operations Highlights (Year Ended Dec 31) | Account | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Operating costs | ($386,675) | ($14,772) | | Interest income | $2,136,694 | $0 | | Net income (loss) | $1,762,447 | ($14,772) | Notes to Financial Statements The notes provide context on the IPO, private placement, related party transactions, and commitments, including a $3.24 million business combination marketing fee - On January 31, 2019, the company consummated its Initial Public Offering of 10,800,000 units at $10.00 per unit, generating gross proceeds of $108,000,000[297] - Simultaneously with the IPO, the company sold 395,000 private units at $10.00 per unit to initial shareholders and underwriters, generating gross proceeds of $3,950,000[298] - The company has a business combination marketing agreement with its IPO joint book-running managers, obligating it to pay a fee of $3,240,000 upon the consummation of a business combination[332]