PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

ANDINA ACQUISITION CORP. II

PROSPECTUS FOR UP TO 7,622,788 SHARES OF COMMON STOCK

AND 2,812,142 SHARES OF COMMON STOCK UNDERLYING WARRANTS AND UNIT PURCHASE OPTIONS

OF

ANDINA II HOLDCO CORP.

The board of directors of each of Andina Acquisition Corp. II, a Cayman Islands exempted company (“ Andina ”), and Andina’s wholly-owned subsidiary, Andina II Holdco Corp., a Delaware corporation (“ Holdco ”), has unanimously approved the merger of Andina and Holdco (“ Redomestication Merger ”), with Holdco surviving the merger and becoming a public company (“ Surviving Pubco ”). In the Redomestication Merger, (i) each ordinary share of Andina will be exchanged for one share of common stock of Holdco (“ Holdco Shares ”), except that holders of ordinary shares of Andina sold in its initial public offering (“ public shares ”) shall be entitled to elect instead to receive a pro rata portion of Andina’s trust account, as provided in Andina’s charter documents, (ii) each Andina right will be exchanged for one-seventh of a Holdco Share and (iii) each Andina warrant will entitle the holder to purchase one-half of one Holdco Share at a price of $11.50 per whole share. Accordingly, this prospectus covers an aggregate of 4,765,645 Holdco Shares and 2,155,000 Holdco Shares issuable upon exercise of warrants to be issued by Holdco in exchange for the outstanding securities of Andina. This prospectus also covers an aggregate of 657,142 Holdco Shares that may be issued upon exercise of outstanding unit purchase options of Andina to purchase up to an aggregate of 400,000 Andina units.

Immediately following the consummation of the Redomestication Merger, Andina’s wholly-owned subsidiary, Andina II Merger Sub Inc., a Delaware corporation (“ Merger Sub ”), will merge with and into Lazy Days’ R.V. Center, Inc., a Delaware corporation (“ Lazydays ” or the “ Company ”), with the Company being the surviving entity of such merger (the “ Transaction Merger ” and together with the Redomestication Merger, the “ Mergers ”) and becoming a direct wholly-owned subsidiary of Surviving Pubco (the “ Surviving Company ”). Upon consummation of the Transaction Merger, the stockholders of Lazydays (the “ Stockholders ”) will receive their pro rata portion of: (i) 2,857,143 Holdco Shares; and (ii) $85,000,000 in cash, subject to adjustments based on Lazydays’ working capital and debt as of closing and also subject to any such Holdco Shares and cash that are issued and paid to Lazydays’ optionholders (the “ Optionholders ”) and participants under Lazydays’ transaction incentive plan (the “ Bonus Payment Recipients ”). Accordingly, this prospectus also covers the 2,857,143 Holdco Shares that will be issued by Holdco to the Stockholders, the Optionholders, and the Bonus Payment Recipients upon consummation of the Transaction Merger.

Proposals to approve the merger agreement and the other matters discussed in this proxy statement/prospectus/information statement will be presented at the extraordinary general meeting of Andina scheduled to be held on March 15, 2018.

Andina’s units, ordinary shares, rights and warrants are currently listed on the Nasdaq Capital Market under the symbols ANDAU, ANDA, ANDAR and ANDAW, respectively. Holdco will apply for listing, to be effective at the effective time of the Mergers, of its common stock and warrants on Nasdaq under the proposed symbols LAZY and LAZYW, respectively. Holdco will not have units traded following consummation of the Mergers. It is a condition of the consummation of the Mergers that Holdco receive confirmation from Nasdaq that the Holdco Shares to be issued to the Stockholders, the Optionholders and the Bonus Payment Recipients pursuant to the merger agreement shall have been approved for listing on the exchange, except for the number of round lot holders, but there can be no assurance such condition will be met or that Holdco will obtain such confirmation from Nasdaq. If such condition is not met, these transactions will not be consummated unless such condition is waived by the Company.

Each of Andina and Holdco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus/information statement provides you with detailed information about the Mergers and other matters to be considered at the extraordinary general meeting of Andina’s shareholders. We encourage you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “ Risk Factors .”

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus/information statement. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus/information statement is dated February 14, 2018, and is first being mailed to Andina securityholders on or about that date.

SUMMARY OF THE MATERIAL TERMS OF THE MERGERS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

This summary highlights selected information from this proxy statement/prospectus/information statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Andina extraordinary general meeting and the Lazydays stockholder actions that are the subject of the written consent, including the Mergers, you should read this entire document carefully, including the merger agreement attached as Annex A to this proxy statement/prospectus/information statement. The merger agreement is the legal document that governs the Redomestication Merger and Transaction Merger and the other transactions that will be undertaken in connection with the Mergers. It is also described in detail in this proxy statement/prospectus/information statement in the section entitled “The Merger Agreement.”

The Parties

Andina

Andina Acquisition Corp. II is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Andina was incorporated under the laws of the Cayman Islands on July 1, 2015.

On December 1, 2015, Andina closed its initial public offering of 4,000,000 units, with each unit consisting of one ordinary share, one right to receive one-seventh of one ordinary share upon consummation of an initial business combination and one warrant each to purchase one half of one ordinary share at a purchase price of $11.50 per full share upon consummation of an initial business combination. The units from the initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $40,000,000. Simultaneously with the consummation of the initial public offering, Andina consummated the private sale of 310,000 units (“ private units ”) to its initial stockholders at $10.00 per unit for an aggregate purchase price of $3,100,000. A total of $40,600,000, was deposited into the trust account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-207037) that became effective on November 24, 2015.

On each of August 30, 2017, October 31, 2017 and January 31, 2018, Andina held an extraordinary general shareholder meeting to extend the date by which Andina had to consummate a business combination and is currently seeking a further extension of time to consummate an initial business combination. Accordingly, Andina now has until April 1, 2018 (or such later date as Andina shareholders may approve) to consummate the business combination with Lazydays. In connection with such meetings, holders of an aggregate of 1,868,121 public shares exercised their conversion rights and had their shares converted for a pro rata portion of the trust account at such dates. As of February 12, 2018, the record date, there was $21,958,353.70 held in the trust account and there were 2,131,879 public shares outstanding.

After consummation of the Mergers, the funds in the trust account will be released and used to pay holders of the public shares who exercise conversion rights, to pay the cash merger consideration, to pay fees and expenses incurred in connection with the business combination with Lazydays (including fees of an aggregate of approximately $5.8 million to various investment bankers in connection with the business combination), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes.

Andina units, ordinary shares, rights and warrants are listed on Nasdaq under the symbols ANDAU, ANDA, ANDAR and ANDAW, respectively.

The mailing address of Andina’s principal executive office is 250 West 57 ^th Street, Suite 2223, New York, NY 10107. Its telephone number is (646) 565-3861. After the consummation of the Mergers, it will cease to exist.

Holdco

Andina II Holdco Corp. is a wholly-owned subsidiary of Andina formed solely for the purpose of effectuating the Redomestication Merger described herein. Holdco was incorporated under the laws of the State of Delaware on October 24, 2017. Holdco owns no material assets and does not operate any business.

The mailing address of Holdco’s principal executive office is 250 West 57 ^th Street, Suite 2223, New York, NY 10107. Its telephone number is (646) 565-3861. After the consummation of the Mergers, its principal executive office will be that of Lazydays, located at 6130 Lazy Days Blvd., Seffner, FL 33584 and its telephone number will be (813) 246-4999.

Merger Sub

Andina II Merger Sub Inc. is a wholly-owned subsidiary of Andina formed solely for the purpose of effectuating the Transaction Merger described herein. Merger Sub was incorporated under the laws of the State of Delaware on October 24, 2017. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 250 West 57 ^th Street, Suite 2223, New York, NY 10107. Its telephone number is (646) 565-3861. After the consummation of the Mergers, it will cease to exist.

Lazydays

Lazydays operates recreational vehicle dealerships in Seffner, FL, Tucson, AZ and Loveland, Denver and Longmont, CO. Lazydays carries more than 2,500 new and pre-owned recreational vehicles, and also has over 300 service bays and two on-site campgrounds with over 700 recreational vehicle campsites. Lazydays welcomes over 500,000 visitors annually, and employs over 700 people in its facilities.

The mailing address of Lazydays’ principal executive office is 6130 Lazy Days Blvd., Seffner, FL 33584 and its telephone number is (813) 246-4999.

Emerging Growth Company

Each of Andina and Holdco is an “emerging growth company,” as defined under the JOBS Act. As emerging growth companies, Andina and Holdco are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Andina and Holdco have elected to take advantage of such extended transition period.

Holdco could remain an emerging growth company until the last day of its fiscal year following December 1, 2020 (the fifth anniversary of the consummation of its predecessor’s initial public offering). However, if Holdco’s non-convertible debt issued within a three-year period exceeds $1 billion or its total revenues exceed $1.07 billion or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Holdco would cease to be an emerging growth company as of the following fiscal year.

The Merger Proposals

The merger agreement provides for a business combination transaction by means of (a) the Redomestication Merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company and (b) the Transaction Merger of Merger Sub with and into Lazydays, with Lazydays surviving and becoming a direct wholly owned subsidiary of Holdco.

Under the merger agreement, the Stockholders will receive their pro rata portion of: (i) 2,857,143 Holdco Shares; and (ii) $85,000,000 in cash, subject to adjustments based on Lazydays’ working capital and debt as of closing and also subject to any such Holdco Shares and cash that are issued and paid to the Optionholders and the Bonus Payment Recipients.

To provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by Lazydays, there will be placed in escrow (with an independent escrow agent) $4,250,000 in cash and 142,857 of Holdco Shares (the “ Indemnity Escrow Fund ”). The aggregate liability for indemnification of Holdco will not exceed the Indemnity Escrow Fund. Other than with respect to actual fraud by Lazydays with respect to the representations and warranties made by Lazydays in the merger agreement or breaches of certain specified representations and warranties contained in the merger agreement, Holdco’s rights to indemnification from the Indemnity Escrow Fund will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement. See the section entitled “ The Merger Proposals — Indemnification of Holdco .”

Additionally, of the merger consideration, $2,000,000 will be placed into escrow as the sole and exclusive remedy for amounts (if any) owed to Holdco for adjustments to the merger consideration based on Lazydays’ Closing Date Working Capital (as defined in the merger agreement) and Closing Date Debt Amount (as defined in the merger agreement) as of closing of the Transaction Merger. Assuming Lazydays’ Closing Date Working Capital and Closing Date Debt Amount as of the closing of the Transaction Merger are the same as Lazydays’ working capital and specified debt as of September 30, 2017, the aggregate adjustment to the cash merger consideration would be an additional $2,012,000.  Assuming that the total amount of escrows and holdbacks were distributed, the total number of Holdco Shares and cash that a Stockholder would receive in respect of one share of common stock of Lazydays would be 0.82 Holdco Shares and $24.95 of cash.

Certain of the Stockholders will not be able to sell any of the Holdco Shares that they receive as a result of the Transaction Merger (subject to limited exceptions) until the earlier of (i) the nine-month anniversary of the closing and (ii) the date on which Holdco consummates a liquidation, merger, stock exchange or other similar transaction in which Holdco is not the surviving company or which results in a change of control of Holdco. These Stockholders will be required to enter into a lock-up agreement to such effect as a condition to the closing.

See the section entitled “ The Merger Proposals — Structure of the Transaction ” for more information.

Andina and Lazydays plan to complete the Mergers promptly after the Andina extraordinary general meeting, provided that:

After consideration of the factors identified and discussed in the section entitled “ The Merger Proposals — Andina’s Board of Directors’ Reasons for Approval of the Business Combination ,” Andina’s board of directors concluded that the Mergers met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of Lazydays had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the merger agreement.

As a result of the Mergers, assuming that no shareholders of Andina elect to convert their public shares into cash in connection with the Mergers at the meeting as permitted by Andina’s amended and restated memorandum and articles of association, the Stockholders will own approximately 26.4% of the shares of common stock of Holdco to be outstanding immediately after the Mergers, the former Andina shareholders will own approximately 36.7% of Holdco’s outstanding shares of common stock and the remaining 36.9% of Holdco’s outstanding shares of common stock would be owned by the investors in the PIPE Investment described below, based on the number of Andina shares outstanding as of November 30, 2017 (in each case, not giving effect to any conversion of shares subsequent to November 30, 2017 or any shares issuable to the PIPE investors upon exercise of warrants or conversion of Series A Preferred Stock). If the maximum number of Andina public shares is converted into cash, such percentages will be approximately 30.9%, 26.0% and 43.1%, respectively. The foregoing does not take into account any adjustments to the merger consideration.

If the merger proposals are not approved by Andina’s shareholders at the extraordinary general meeting, the director election proposal, charter proposals, the incentive compensation plan proposal and PIPE proposal will not be presented at the extraordinary general meeting for a vote.

The Director Election Proposal

The shareholders of Andina will also vote to elect seven directors who, upon consummation of the Mergers, will be the directors of Holdco. If management’s nominees are elected, the directors of Holdco will be Bryan Rich, Jr. and Jim Fredlake, who were designated by Lazydays, Jordan Gnat and B. Luke Weil, who were designated by Andina, Christopher S. Shackelton and Jerry Comstock who were designated by the PIPE investors and William Murnane who was designated by mutual agreement of Andina and Lazydays. See the section entitled “ The Director Election Proposal .”

The Charter Proposals

The shareholders of Andina will also vote on separate proposals to approve the following material differences between the constitutional documents of Holdco and Andina’s current amended and restated memorandum and articles of association: (i) the name of the new public entity will be “Lazydays Holdings, Inc.” as opposed to “Andina Acquisition Corp. II”; (ii) Holdco has 100,000,000 authorized shares of common stock and 5,000,000 authorized shares of preferred stock, as opposed to Andina having 100,000,000 authorized ordinary shares and 1,000,000 authorized preferred shares; (iii) Holdco’s corporate existence is perpetual as opposed to Andina’s corporate existence terminating if a business combination is not consummated by Andina within a specified period of time; and (iv) Holdco’s constitutional documents do not include the various provisions applicable only to special purpose acquisition corporations that Andina’s amended and restated memorandum and articles of association contains. Holdco’s amended and restated certificate of incorporation and bylaws to be in effect upon consummation of the Mergers are attached as Annex B to this proxy statement/prospectus/information statement. See the section entitled “ The Charter Proposals .”

The Incentive Compensation Plan Proposal

The proposed 2018 Plan will reserve up to thirteen percent (13%) of the Holdco Shares outstanding on a fully diluted basis as of the closing of the merger for issuance in accordance with the plan’s terms. Notwithstanding the forgoing, if the fair market value per Holdco Share immediately following the closing of the Mergers is greater than $8.75 per Holdco Share the number of Holdco Shares authorized for Awards granted under the 2018 Plan shall be increased automatically based on a formula[1], but not in excess of eighteen percent (18%) of the Holdco Shares then outstanding on a fully-diluted basis. The purpose of the 2018 Plan is to assist in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of Holdco and its affiliates and promoting the creation of long-term value for shareholders of Holdco by closely aligning the interests of such individuals with those of other shareholders. The 2018 Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value. The plan is attached as Annex C to this proxy statement/prospectus/information statement. You are encouraged to read the 2018 Plan in its entirety.

The PIPE Proposal

The shareholders of Andina will consider and vote upon a proposal to approve the PIPE Investment of convertible preferred stock, common stock, and warrants of Holdco for an aggregate purchase price of $94.8 million in private placements which will close simultaneously with the consummation of the Mergers. See the section entitled “The PIPE Proposal.”

The Adjournment Proposal

If Andina is unable to consummate the business combination at the time of the meeting for any reason, Andina’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary. See the section entitled “ The Adjournment Proposal .”

Andina Initial Shareholders

As of February 12, 2018, the record date for the Andina extraordinary general meeting, Andina’s shareholders prior to its initial public offering (the “ initial shareholders ”) beneficially owned and were entitled to vote an aggregate of 1,000,000 initial shares that were issued prior to Andina’s initial public offering. These individuals and entities, along with EarlyBirdCapital, Inc., the managing underwriter in Andina’s initial public offering, also purchased an aggregate of 310,000 private units simultaneously with the consummation of Andina’s initial public offering. The initial shares and private units currently constitute approximately 38.1% of the outstanding ordinary shares of Andina.

In connection with the initial public offering, each Andina initial shareholder agreed to vote the initial shares, the shares of Andina included in the private units, as well as any Andina ordinary shares acquired in the aftermarket, in favor of the merger proposals. The Andina initial shareholders have also indicated that they intend to vote their shares of Andina in favor of all other proposals being presented at the meeting. The initial shares of Andina and shares of Andina included in the private units have no redemption rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Andina. In connection with the initial public offering, the Andina initial shareholders entered into an escrow agreement pursuant to which their initial shares of Andina are held in escrow and may not be transferred (subject to limited exceptions) until, with respect to 50% of such initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of Andina’s ordinary shares exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, with respect to the remaining 50% of such initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to Andina’s initial business combination, it consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property. Upon closing of the business combination, the Holdco Shares the initial shareholders will receive upon consummation of the Mergers will be placed in escrow with the same terms as described above.

Date, Time and Place of Extraordinary General Meeting of Andina’s Shareholders

The extraordinary general meeting of the shareholders of Andina will be held at 10:00 a.m., Eastern time, on March 15, 2018, at the offices of Graubard Miller, Andina’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, United States of America, to consider and vote upon the merger proposals, the director election proposal, the charter proposals, the incentive compensation plan proposal, the PIPE proposal and/or if necessary, the adjournment proposal.

Voting Power; Record Date

Shareholders of Andina will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares of Andina at the close of business on February 12, 2018, which is the record date for the extraordinary general meeting. Shareholders of Andina will have one vote for each ordinary share of Andina owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares of Andina you beneficially own are properly counted. Andina warrants do not have voting rights. On the record date, there were 3,441,879 ordinary shares of Andina outstanding, of which 2,131,879 were public shares with the rest being held by the Andina initial shareholders and EarlyBirdCapital.

Quorum and Vote of Andina Shareholders

A quorum of Andina shareholders is necessary to hold a valid meeting. A quorum will be present at the Andina extraordinary general meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Andina initial shareholders and EarlyBirdCapital hold approximately 38.1% of the outstanding ordinary shares of Andina. Such shares will be voted in favor of the merger proposals and are expected to be voted in favor of all other proposals presented at the extraordinary general meeting. The proposals presented at the extraordinary general meeting will require the following votes:

Abstentions present in person and by proxy are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the merger proposals, the charter proposals, the compensation plan proposal and the adjournment proposal (if presented). Broker non-votes will be considered present for the purposes of establishing a quorum, but as not being eligible to vote on a particular proposal. A broker non-vote will have no effect on the merger proposals, the charter proposals, the compensation plan proposal and the adjournment proposal (if presented). Abstentions and broker non-votes will have no effect on the director election proposal. Please note that holders of the public shares cannot seek conversion of their public shares unless they affirmatively vote for or against both of the merger proposals.

The approval of the merger proposals, director election proposal, charter proposals and the PIPE proposal is a condition to the consummation of the business combination. In addition, if any one of the merger proposals, director election proposal, charter proposals or the PIPE proposal is not approved, the incentive compensation plan proposal will not be presented to the Andina shareholders for a vote.

Conversion Rights

Pursuant to Andina’s amended and restated memorandum and articles of association, a holder of public shares may demand that Andina convert such shares into cash if the Mergers are consummated. Holders of public shares will be entitled to receive cash for these shares only if they (i) affirmatively vote either for or against both of the merger proposals and (ii) demand that Andina convert their shares of Andina into cash no later than the close of the vote on the merger proposals by (A) either checking the box on the proxy card or by submitting your request in writing to Andina’s transfer agent and (B) delivering their shares of Andina to Andina’s transfer agent prior to the vote at the meeting. If the Mergers are not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion and votes for or against both of the merger proposals, Andina will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Mergers. As of February 12, 2018, the record date, this would amount to approximately $10.30 per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its ordinary shares of Andina for cash and will no longer own the shares. See the section entitled “ Extraordinary General Meeting of Andina Shareholders — Conversion Rights ” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public shareholder will not be converted to cash.

The Mergers will not be consummated if Andina has net tangible assets of less than $5,000,001 upon consummation of the Mergers after taking into account holders of public shares that have properly demanded conversion of their shares into cash. If Andina has less than the required amount of net tangible assets, the Mergers will not be consummated.

Holders of Andina rights and warrants will not have conversion rights with respect to such securities.

Appraisal Rights

Andina shareholders (including the initial shareholders) and holders of Andina’s rights and warrants do not have appraisal rights in connection with the Mergers under Cayman Islands law.

The Lazydays Stockholders are entitled to appraisal rights in connection with the Transaction Merger under Delaware law. For more information about such rights, see the provisions of Section 262 of the DGCL attached hereto as Annex E and the section entitled “The Merger Proposals—Appraisal Rights”.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Andina has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies.

If a shareholder of Andina grants a proxy, it may still vote its shares of Andina in person if it revokes its proxy before the extraordinary general meeting. A shareholder of Andina may also change its vote by submitting a later-dated proxy as described in the section entitled “ Extraordinary General Meeting of Andina Shareholders — Revoking Your Proxy .”

Interests of Andina’s Directors and Officers in the Mergers

When you consider the recommendation of Andina’s board of directors in favor of approval of the merger proposals, you should keep in mind that Andina’s initial shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a shareholder of Andina. These interests include, among other things:

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Andina or its securities, the Andina initial shareholders, Lazydays or the Stockholders and/or their respective affiliates may purchase shares of Andina from institutional and other investors who vote, or indicate an intention to vote, against the merger proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of Andina or vote their shares of Andina in favor of the merger proposals. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares of Andina present and entitled to vote at the extraordinary general meeting to approve the merger proposals vote in their favor and that Andina have in excess of the required amount to consummate the Mergers under the merger agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus/information statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares of Andina, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Andina initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Andina’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of Andina at a price lower than market and may therefore be more likely to sell the Andina shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Mergers to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares of Andina by the persons described above would allow them to exert more influence over the approval of the merger proposals and other proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Andina will have in excess of the required amount of cash available to consummate the Mergers as described above.

As of the date of this proxy statement/prospectus/information statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Andina will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposals or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Interests of Lazydays’ Directors and Officers in the Mergers

In considering the recommendation of the Lazydays board of directors with respect to approving the Transaction Merger and related transactions by written consent, the Stockholders should be aware that certain members of the board of directors and executive officers of Lazydays have interests in the Mergers that may be different from, or in addition to, your interests as a Stockholder. For example, some of Lazydays’ directors and executive officers are expected to become directors and/or executive officers of Surviving Pubco upon the closing of the Mergers. Specifically, William Murnane and Maura L. Berney, both of whom are currently executive officers of Lazydays, are expected to become executive officers of Surviving Pubco upon the closing of the Mergers, with Mr. Murnane serving as the Chief Executive Officer and Ms. Berney serving as the Chief Financial Officer of Surviving Pubco. On the closing of the Mergers, Mr. Murnane and Ms. Berney will each be granted an option to purchase shares of common stock of Holdco. It is expected that Mr. Murnane will be granted an option to purchase approximately 5.0% of the shares of common stock of Holdco and that Ms. Berney will be granted an option to purchase approximately 2.0% of the shares of common stock of Holdco, in each case, on a fully diluted basis and subject to adjustment. The options will vest based on Holdco’s achievement of certain trading prices for at least thirty days during a thirty-five day period and will be subject to such terms and conditions as contained in the 2018 Plan and the option award agreements. The options will expire five years following the date of grant. The exercise price of the options will be the fair market value on the grant date. In addition, assuming a per share price for Holdco Shares of $8.75 and assuming that the total amount of escrows and holdbacks under the merger agreement are distributed, Mr. Murnane is expected to receive $1,728,640 in aggregate consideration in respect of the options to purchase shares of common stock of Lazydays he holds that will be cancelled upon the closing of the Mergers in accordance with the merger agreement and Ms. Berney is expected to receive $409,451 in aggregate consideration in respect of the options to purchase shares of common stock of Lazydays she holds that will be cancelled upon the closing of the Mergers in accordance with the merger agreement. Additionally, Mr. Murnane, Bryan Rich, Jr. and Jim Fredlake, all of whom are current directors of Lazydays, are expected to be designated to serve on the board of directors of Surviving Pubco following the closing of the Mergers. Nothing herein is intended to allege that any of the interests of the Lazydays’ directors and executive officers described above presented a conflict of interest for such directors and executive officers in connection with the Mergers.

Recommendation to Andina Shareholders

Andina’s board of directors believes that the merger proposals and the other proposals to be presented at the extraordinary general meeting are fair to and in the best interest of Andina’s shareholders and unanimously recommends that its shareholders vote “FOR” each of the merger proposals, “FOR” the election of all of the persons nominated by Andina’s management for election as directors, “FOR” each of the charter proposals, “FOR” the incentive compensation plan proposal, “FOR” the PIPE proposal and “FOR” the adjournment proposal, if presented.

Support Agreement

Certain Lazydays Stockholders who in the aggregate own approximately 86% of the outstanding shares of common stock of Lazydays are parties to a support agreement with Andina whereby such Stockholders agreed to vote their shares of common stock of Lazydays in favor of approving the transactions contemplated by the merger agreement and vote against (A) certain alternative transaction proposals, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation, warranty or any other obligation or agreement of Lazydays under the merger agreement, and (C) any action, proposal, transaction or agreement that would reasonably be expected to (1) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transaction Merger, (2) result in the failure of any of the conditions to the obligations of Andina, Holdco or Merger Sub to consummate the Transaction Merger as set forth in the merger agreement or (3) change in any manner the voting rights of any shares of common stock of Lazydays.

Lazydays Solicitation of Written Consents

Following the registration statement on Form S-4, of which this proxy statement/prospectus/information statement is a part, being declared effective by the Securities and Exchange Commission, the Lazydays Stockholders who are party to the support agreement will each execute an action by written consent of the Lazydays Stockholders adopting the merger agreement, thereby approving the merger and related transactions. Therefore, holders of a sufficient number of shares of Lazydays capital stock required to adopt the merger agreement will adopt the merger agreement, and no meeting of Lazydays stockholders to adopt the merger agreement and approve the Transaction Merger and related transactions will be held. Nevertheless, votes to adopt the merger agreement will be solicited from all Lazydays Stockholders, and all Lazydays Stockholders will have the opportunity to elect to adopt the merger agreement, thereby approving the Transaction Merger and related transactions, by signing and returning to Lazydays a written consent.

The adoption of the merger agreement and the approval of the Transaction Merger and related transactions by the Stockholders of Lazydays require the affirmative votes of the holders of a majority of the outstanding Lazydays common stock. In addition to the requirement of obtaining such stockholder approval and appropriate regulatory approvals, each of the other closing conditions set forth in the merger agreement must be satisfied or waived.

Conditions to the Closing of the Mergers

General Conditions

Consummation of the transactions contemplated by the merger agreement is conditioned on, among other things, (i) the Andina shareholders approving the merger proposals, director election proposal, charter proposals and PIPE proposal, (ii) Lazydays’ stockholder approval having been obtained, (iii) Andina having at least $5,000,001 of net tangible assets upon consummation of the Mergers after taking into account the holders of Andina’s public shares that properly exercised their conversion rights, (iv) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“ HSR Act ”) having expired or been terminated and no government statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) being in effect and which has the effect of prohibiting the consummation of the Mergers and (v) the PIPE Investment having been, or concurrently with the consummation of the Mergers shall be, completed.

Lazydays’ Conditions to Closing

The obligations of Lazydays to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

Andina’s, Holdco’s and Merger Sub’s Conditions to Closing

The obligations of Andina, Holdco and Merger Sub to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

There can be no assurance that all of the foregoing conditions will be satisfied or waived.

The existence of the financial and personal interests of the Andina directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Andina and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the section entitled “ Risk Factors ” for a fuller discussion of this and other risks.

Termination

The merger agreement may be terminated at any time, but not later than the closing, subject to certain conditions set forth in the merger agreement, as follows:

If Lazydays terminates the merger agreement as a result of its receipt of a Superior Proposal as set forth in the merger agreement, it shall be required to pay Andina an aggregate of $2,200,000 within one business day of such termination.

Anticipated Tax Consequences of the Mergers

Andina has received an opinion from its counsel, Graubard Miller, that the Redomestication Merger should qualify as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). However, due to the absence of guidance directly on point on how the provisions of Section 368(a) apply in the case of a merger of corporations with no active business and only investment-type assets, this result is not entirely free from doubt. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

If the Redomestication Merger qualifies as a reorganization under Section 368(a) of the Code, except as otherwise provided below in the sections entitled “Anticipated Material Federal Income Tax Consequences of the Business Combination to Andina and Its Securityholders – U.S. Holders - — PFIC Considerations” and “Anticipated Material Federal Income Tax Consequences of the Business Combination to Andina and Its Securityholders – U.S. Holders — Effect of Section 367,” a U.S. Holder (as defined in the section entitled “Anticipated Material Federal Income Tax Consequences of the Business Combination to Andina and Its Securityholders — General” below) of Andina securities will not recognize gain or loss upon the exchange of its Andina securities solely for Holdco securities pursuant to the Redomestication Merger. A U.S. Holder’s aggregate tax basis in the Holdco securities received in connection with the Redomestication Merger should be the same as his aggregate tax basis in the Andina securities surrendered in the transaction, increased by any amount included in the income of such U.S. Holder on such transaction under the passive foreign investment company, or “PFIC,” rules or Section 367(b) of the Code. See the discussion under “Anticipated Material Federal Income Tax Consequences of the Business Combination to Andina and Its Securityholders – U.S. Holders — PFIC Considerations” and “Anticipated Material Federal Income Tax Consequences of the Business Combination to Andina and Its Securityholders – U.S. Holders — Effect of Section 367,” below. The U.S. Holder’s holding period of the Holdco securities received in the Redomestication Merger generally should include the holding period of the Andina securities surrendered in the Redomestication Merger.

If the Redomestication Merger fails to qualify as a reorganization under Section 368(a) of the Code, a U.S. Holder of Andina securities would recognize gain or loss with respect to its Andina securities in an amount equal to the difference, if any, between the U.S. Holder’s adjusted tax basis in its Andina securities and the fair market value of the corresponding Holdco securities received in the Redomestication Merger. In such event, the U.S. Holder’s basis in the Holdco securities would be equal to their fair market value, and such U.S. Holder’s holding period for the Holdco securities would begin on the day following the date of the Redomestication Merger.

Shareholders of Andina are encouraged to consult with their own tax advisors, because the tax consequences may be different among the shareholders depending on their personal circumstances.

Andina also believes that it will not incur any material amount of federal tax as a result of the Mergers.

For a description of the material federal income tax consequences of the Mergers, please see the information set forth in “ The Merger Proposals — Anticipated Material Federal Income Tax Consequences of the Mergers to Andina and its Securityholders .”

Anticipated Accounting Treatment

The Mergers will be accounted for in accordance with the acquisition method of accounting. Under this method, the excess of the purchase price of the assets acquired over the book value as of the date of acquisition will be allocated first to the identifiable intangible assets, then any remaining excess to goodwill. All other assets and liabilities to be acquired are primarily estimated to be stated at their fair values, which approximates their recorded cost. In addition, a deferred tax liability will be provided on the difference between the value allocated and their tax basis.

Regulatory Matters

The Mergers and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act and filings with the Cayman Islands and the State of Delaware necessary to effectuate the transactions contemplated by the merger agreement.

Risk Factors

In evaluating the proposals to be presented at the extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus/information statement and especially consider the factors discussed in the section entitled “ Risk Factors .”

SELECTED HISTORICAL FINANCIAL INFORMATION

Andina is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Mergers.

Andina’s balance sheet data as of November 30, 2017 and 2016 and statement of operations data for the years ended November 30, 2017 and 2016 are derived from Andina’s audited financial statements included elsewhere in this proxy statement/prospectus/information statement. Lazydays’ balance sheet data as of September 30, 2017 and statement of income data for the nine months ended September 30, 2017 and 2016 are derived from Lazydays’ unaudited financial statements included elsewhere in this proxy statement/prospectus/information statement. Lazydays’ balance sheet data as of December 31, 2016 and 2015 and statement of income data for the years ended December 31, 2016 and 2015 are derived from Lazydays’ audited financial statements included elsewhere in this proxy statement/prospectus/information statement.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of Lazydays’ and Andina’s consolidate financial statements and related notes and “ Lazydays’ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” “Andina’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” contained elsewhere herein.

SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet as of November 30, 2017 combines the historical consolidated balance sheet of Lazydays as of September 30, 2017 with the historical balance sheet of Andina as of November 30, 2017, giving effect to the Mergers as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the year ended November 30, 2017 combines the historical consolidated statement of income of Lazydays for the twelve months ended September 30, 2017 with the historical statement of operations of Andina for the year ended November 30, 2017, giving effect to the Mergers as if they had occurred on December 1, 2016.

The historical financial information of Lazydays was derived from the unaudited consolidated financial statements of Lazydays for the nine months ended September 30, 2017 and the audited consolidated financial statements of Lazydays for the years ended December 31, 2016 and 2015, included elsewhere in this proxy statement/prospectus/information statement. The historical financial information of Andina was derived from the audited financial statements of Andina for the years ended November 30, 2017 and 2016, included elsewhere in this proxy statement/prospectus/information statement. This information should be read together with Lazydays’ and Andina’s audited and unaudited financial statements and related notes, “Lazydays’ Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Andina’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/information statement.

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Mergers, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Mergers.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Lazydays and Andina have not had any historical relationship prior to the Mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of conversion into cash of Andina ordinary shares:

COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of Andina and Lazydays on a stand-alone basis and the unaudited pro forma condensed combined per share data for the year ended November 30, 2017 after giving effect to the Mergers, (1) assuming no Andina shareholders exercise conversion rights with respect to their ordinary shares upon the consummation of the Mergers; and (2) assuming that Andina shareholders exercise their conversion rights with respect to a maximum of 1,649,196 ordinary shares upon consummation of the Mergers.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus/information statement, and the historical financial statements of Andina and Lazydays and related notes that are included elsewhere in this proxy statement/prospectus/information statement. The unaudited Andina and Lazydays pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus/information statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Andina and Lazydays would have been had the companies been combined during the periods presented.

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus/information statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus/information statement.

Risks Related to Holdco’s Business and Operations Following the Mergers with Lazydays

The value of your investment in Holdco following consummation of the Mergers will be subject to the significant risks affecting Lazydays and inherent in the industry in which it operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus/information statement. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of its shares of common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to the “Company,” “we,” “us” and “our” are intended to refer to Lazydays unless the context clearly indicates otherwise.

Risks Related to Lazydays’ Business

The Company’s business is affected by the availability of financing to it and its customers.

The Company’s business is affected by the availability of financing to it and its customers. Generally, RV dealers, including the Company, finance their purchases of inventory with financing provided by lending institutions. As of September 30, 2017, the Company has up to $140 million in committed financing under a floor plan financing facility (the “Floor Plan Facility”). As of September 30, 2017, the Company had $83.9 million floor plan notes payable outstanding with $56.1 million of additional borrowing capacity under the Floor Plan Facility. As of September 30, 2017, substantially all of the invoice cost of new RV inventory and 11% of book value of used RV inventory was financed under the Floor Plan Facility. A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent the Company from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced sales and revenues.

Furthermore, many of the Company’s customers finance their RV purchases. Although consumer credit markets have improved, consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. If credit conditions or the credit worthiness of the Company’s customers worsen, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in the sales of the Company’s products and have a material adverse effect on the Company’s business, financial condition and results of operations.

Fuel shortages, or high prices for fuel, could have a negative effect on the Company’s business.

Gasoline or diesel fuel is required for the operation of RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases in the price of fuel could have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company’s success will depend to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of the Company’s manufacturers, particularly Thor Industries, Inc., Tiffin Motorhomes, Winnebago Industries, Inc., Forest River, Inc. and the REV Group, Inc.

Thor Industries, Inc., Tiffin Motorhomes, Winnebago Industries, Inc., Forest River, Inc. and the REV Group, Inc. supplied approximately 31%, 23%, 19%, 17% and 6%, respectively, of the Company’s new RV inventory as of September 30, 2017. The Company depends on its manufacturers to provide it with products that compare favorably with competing products in terms of quality, performance, safety and advanced features. Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of the Company’s manufacturers could have a substantial adverse impact on the Company’s business. Any difficulties encountered by any of the Company’s manufacturers resulting from economic, financial, or other factors could adversely affect the quality and amount of products that they are able to supply to the Company and the services and support they provide to the Company.

The interruption or discontinuance of the operations of the Company’s manufacturers could cause the Company to experience shortfalls, disruptions, or delays with respect to needed inventory. Although the Company believes that adequate alternate sources would be available that could replace any manufacturer as a product source, those alternate sources may not be available at the time of any interruption, and alternative products may not be available at comparable quality and prices.

Any change, non-renewal, unfavorable renegotiation or termination of the Company’s supply arrangements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. The Company’s dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. The terms of the Company’s dealer agreements are typically subject to:

● the Company meeting all the requirements and conditions of the manufacturer’s applicable programs;

● the Company meeting certain retail sales objectives;

● the Company performing services and repairs for all owners of the manufacturer’s RVs (regardless from whom the RV was purchased) that are still under warranty and the Company carrying the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs in stock at all times;

● the Company actively advertising and promoting the manufacturer’s RVs; and

● the Company indemnifying the manufacturer under certain circumstances.

The Company’s dealer agreements designate a specific geographical territory for the Company, exclusive to the Company, provided that the Company is able to meet the material obligations of the applicable dealer agreement.

In addition, many of the Company’s dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer’s sole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which the Company cannot advertise that manufacturer’s RVs. Any change, non-renewal, unfavorable renegotiation or termination of these dealer agreements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s business is impacted by general economic conditions in its markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect its business, financial condition and results of operations.

The Company depends on consumer discretionary spending and, accordingly, the Company may be adversely affected if its customers reduce, delay or forego their purchases of the Company’s services, protection plans and products as a result of:

● job losses;

● bankruptcies;

● higher consumer debt and interest rates;

● reduced access to credit;

● higher energy and fuel costs;

● relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;

● falling home prices;

● lower consumer confidence;

● uncertainty or changes in tax policies and tax rates; or

● uncertainty due to national or international security concerns.

Decreases in the number of customers, average spend per customer or retention and renewal rates for the Company’s consumer services and plans would negatively affect the Company’s financial performance. A prolonged period of depressed consumer spending could have a material adverse effect on the Company’s business. In addition, adverse economic conditions may result in an increase in the Company’s operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities. Due to recent fluctuations in the U.S. economy, the Company’s sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, the Company is subject to economic fluctuations in local markets that may not reflect the general economic conditions of the broader U.S. economy. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company depends on its ability to attract and retain customers.

The Company’s future success depends in large part upon the Company’s ability to attract and retain customers for its services, protection plans, products and resources. The extent to which the Company achieves growth in its customer base materially influences the Company’s profitability. Any number of factors could affect the Company’s ability to grow its customer base. These factors include consumer preferences and general economic conditions, the Company’s ability to maintain its retail locations, weather conditions, the availability of alternative products, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and the external perception of the Company’s brands. Any significant decline in the Company’s customer base, the rate of growth of its customer base or customer demand could have a material adverse effect on its business, financial condition and results of operations.

Competition in the market for services, protection plans and products targeting the RV lifestyle or RV enthusiast could reduce the Company’s revenues and profitability.

The market for services, protection plans and products targeting the RV lifestyle or RV enthusiast is highly fragmented and competitive. Competition in the RV market is driven by price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service. In addition to competing with other dealers of new and used RVs, the Company competes directly or indirectly with major national insurance and warranty companies, providers of roadside assistance and providers of extended service contracts.

Additional competitors may enter the businesses in which the Company currently operates. If any of the Company’s competitors successfully provides a broader, more efficient or attractive combination of services, protection plans and products to the Company’s target customers, the Company’s business results could be materially adversely affected. The Company’s inability to compete effectively with existing or potential competitors could have a material adverse effect on the Company’s business, financial condition and results of operations.

Some of the Company’s existing competitors have, and some of the Company’s future competitors may have, greater financial, personnel, and other resources, more well-established brands or reputations and broader customer bases than the Company and, as a result, these competitors may be in a stronger position to respond quickly to potential acquisitions and other market opportunities and changes in customer preferences. Some of these competitors may have customer bases that are more geographically balanced than the Company’s and, therefore, may be less affected by an economic downturn in a particular region or market. Competitors with greater resources also may be able to offer lower prices, additional products or services or other incentives that the Company cannot match or does not offer. Industry consolidations may also create competitors with broader and more geographic coverage.

The Company’s expansion into new, unfamiliar markets presents increased risks that may prevent it from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company intends to expand in part by building or acquiring new retail locations in new markets. As a result, the Company may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with the Company’s brands. Other factors that may impact the Company’s ability to open or acquire new retail locations in new markets and operate them profitably, many of which are beyond the Company’s control, include:

● the Company’s ability to identify suitable acquisition opportunities or new locations, including the Company’s ability to gather and assess demographic and marketing data to determine consumer demand for the Company’s products in the locations the Company selects;

● the Company’s ability to negotiate favorable lease agreements;

● the Company’s ability to secure product lines;

● the availability of construction materials and labor for new retail locations and the occurrence of significant construction delays or cost overruns;

● the Company’s ability to accurately assess the profitability of potential acquisitions or new locations;

●the Company’s ability to secure required governmental permits and approvals;

● the Company’s ability to hire and train skilled operating personnel, especially management personnel;

● the Company’s ability to provide a satisfactory product mix that is responsive to the needs of its customers living in the geographic areas where new retail locations are built or acquired;

● the Company’s ability to supply new retail locations with inventory in a timely manner;

● the Company’s competitors building or leasing retail locations near the Company’s retail locations or in locations the Company has identified as targets;

● regional economic and other factors in the geographic areas in which the Company expands; and

● general economic and business conditions affecting consumer confidence and spending and the overall strength of the Company’s business.

Once the Company decides on a new market and identifies a suitable location or acquisition opportunity, any delays in opening or acquiring or developing new retail locations could impact the Company’s financial results. It is possible that events, such as delays in the entitlements process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of god, discovery of contaminants, accidents, deaths or injuries could delay planned openings or force the Company to abandon planned openings altogether.

As the Company grows, the Company will face the risk that its existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support its growth. There can be no assurance that the Company will be able to retain the personnel or make the changes in its systems that may be required to support its growth. Failure to secure these resources and implement these systems on a timely basis could have a material adverse effect on the Company’s results of operations. In addition, hiring additional personnel and implementing changes and enhancements to the Company’s systems will require capital expenditures and other increased costs that could also have a material adverse impact on the Company’s results of operations.

The Company’s expansion into new markets may also create new challenges including an increase in information to be processed by the Company’s information management systems and diversion of management attention from existing operations. To the extent that the Company is not able to meet these additional challenges, the Company’s sales could decrease and the Company’s operating expenses could increase, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Finally, the size, timing, and integration of any future new retail location openings or acquisitions may cause substantial fluctuations in the Company’s results of operations from quarter to quarter. Consequently, the Company’s results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could have a material adverse effect on the Company’s business, financial condition and results of operations.

As a result of the above factors, there can be no assurance that the Company will be able to operate retail locations in new markets on a profitable basis. The failure to operate retail locations in new markets on a profitable basis could have a material adverse effect on the Company’s business, financial condition and results of operations.

Unforeseen expenses, difficulties, and delays encountered in connection with expansion through acquisitions could inhibit the Company’s growth and negatively impact its profitability.

The Company’s success will depend, in part, on the ability of the Company to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among the Company’s retail locations and consumer services and plans. Unforeseen expenses, difficulties and delays encountered in connection with rapid expansion through acquisitions could inhibit the Company’s growth, which could have a negative impact on the Company’s profitability.

Additionally, the Company may be unable to identify suitable acquisition candidates or consummate acquisitions. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond the Company’s financial capability or to levels that would be unlikely to provide the returns required by the Company’s acquisition criteria. Acquisitions also may become more difficult or less attractive in the future as the Company continues to acquire the most attractive dealers. In addition, the Company may encounter difficulties in integrating the operations of acquired dealers with its own operations or managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems.

The Company’s ability to continue to grow through the acquisition of additional retail locations will depend upon various factors, including the following:

● the availability of suitable acquisition candidates at attractive purchase prices;

● the ability to compete effectively for available acquisition opportunities;

● the availability of cash on hand, borrowed funds or Holdco Shares with a sufficient market price to finance acquisitions;

● the ability to obtain any requisite third party or governmental approvals; and

● the absence of one or more third parties attempting to impose unsatisfactory restrictions on the Company in connection with their approval of acquisitions.

As a part of the Company’s acquisition strategy, the Company has engaged and will continue to engage in acquisition discussions with various dealerships. In connection with these acquisition discussions, the Company and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. Potential acquisition discussions may take place over a long period of time and involve difficult business integration and other issues, including in some cases, management succession, employee transitions and related matters. As a result of these and other factors, potential acquisitions that may from time to time appear likely to occur may not be consummated. In addition, the Company may have disagreements with potential acquisition targets, which could lead to litigation. Any of these factors or outcomes could result in a material adverse effect on the Company’s business, financial condition and results of operations.

Failure to maintain the strength and value of the Company’s brands could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s success depends on the value and strength of the Lazydays brands. The Lazydays name and Lazydays brands are integral to the Company’s business as well as to the implementation of the Company’s strategies for expanding its business. Maintaining, enhancing, promoting and positioning the Company’s brands, particularly in new markets where the Company has limited brand recognition, will depend largely on the success of the Company’s marketing efforts and its ability to provide high quality services, protection plans, products and resources and a consistent, high quality customer experience. The Company’s brands could be adversely affected if the Company fails to achieve these objectives, if the Company fails to comply with local laws and regulations, if the Company is subject to publicized litigation or if the Company’s public image or reputation were to be tarnished by negative publicity. Some of these risks are not within the Company’s control, such as the effects of negative publicity regarding the Company’s manufacturers, suppliers or third party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning the Company’s brand image may require the Company to make substantial investments in areas such as marketing, store operations, community relations, store graphics and employee training, which could adversely affect the Company’s cash flow. Furthermore, efforts to maintain, enhance or promote the Company’s brand image may ultimately be unsuccessful. These factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s failure to successfully order and manage its inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s success depends upon the Company’s ability to successfully manage the Company’s inventory and to anticipate and respond to product trends consumer demands in a timely manner. The Company’s products appeal to consumers who are, or could become, RV owners. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of the Company’s control. The Company typically orders products well in advance of the following selling season. The extended lead times for many of the Company’s purchases may make it difficult for the Company to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If the Company misjudges either the market for the Company’s products or its consumers’ purchasing habits in the future, the Company’s revenues may decline significantly and the Company may not have sufficient inventory to satisfy consumer demand or sales orders or the Company may be required to discount excess inventory, either of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s same store sales may fluctuate and may not be a meaningful indicator of future performance.

The Company’s same store sales may vary from quarter to quarter. A number of factors affect and will continue to affect the Company’s same store sales results, including:

● changes or anticipated changes to regulations related to the products the Company offers;

● consumer preferences and buying trends;

● overall economic trends;

● the Company’s ability to identify and respond effectively to local and regional trends and customer preferences;

● the Company’s ability to provide quality customer service that will increase its conversion of shoppers into paying customers;

● competition in the regional market of a store;

● atypical weather patterns;

● changes in the Company’s product mix;

● changes to local or regional regulations affecting the Company’s stores;

● changes in sales of consumer services and plans and retention and renewal rates for the Company’s annually renewing consumer services and plans; and

● changes in pricing and average unit sales.

An unanticipated decline in revenues or same store sales could have a material adverse effect on the Company’s business, financial condition and results of operations.

The cyclical nature of the Company’s business has caused its sales and results of operations to fluctuate. These fluctuations may continue in the future, which could result in operating losses during downturns.

The RV industry is cyclical and is influenced by many national and regional economic and demographic factors, including:

● terms and availability of financing for retailers and consumers;

● overall consumer confidence and the level of discretionary consumer spending;

● population and employment trends;

● income levels; and

● general economic conditions, including inflation, deflation and recessions.

As a result of the foregoing factors, the Company’s sales and results of operations have fluctuated, and the Company expects that they will continue to fluctuate in the future.

The Company’s business is seasonal and this leads to fluctuations in sales and revenues.

The Company has experienced, and expects to continue to experience, variability in revenue, net income and cash flows as a result of annual seasonality in its business. Because the Company’s largest dealership is located in the southern United States, demand for services, protection plans, products and resources generally increases during the winter season when people move south for the winter or vacation in warmer climates, while sales and profits are generally lower during the summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

For the years ended December 31, 2016 and 2015, the Company generated 56% and 58% of its annual revenue in the first and second fiscal quarters, respectively, which include the winter months. The Company incurs additional expenses in the first and second fiscal quarters due to higher purchase volumes, increased staffing in the Company’s retail locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the first and second fiscal quarters, the Company’s sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

The Company’s business may be adversely affected by unfavorable conditions in its local markets, even if those conditions are not prominent nationally.

The Company’s performance is subject to local economic, competitive, weather and other conditions prevailing in geographic areas where it operates. Since a large portion of the Company’s sales are generated in Florida, the Company’s results of operations depend substantially on general economic conditions and consumer spending habits in the Southeastern United States. In the event that this geographic area experiences a downturn in economic conditions, it could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company may not be able to expand geographically and any geographic expansion may not adequately insulate the Company from the adverse effects of local or regional economic conditions.

The Company may not be able to satisfy its debt obligations upon the occurrence of a change in control under its Senior Secured Credit Facilities or Floor Plan Facility.

As of September 30, 2017, the Company had an existing credit agreement that included a $13.0 million term loan (the “Term Loan Facility”) and $7.0 million of commitments for revolving loans (the “Revolving Credit Facility” and, together with the Term Loan Facility, as amended, the “Senior Secured Credit Facilities”). Additionally, the Company also has up to $140 million in committed financing under the Floor Plan Facility. As of September 30, 2017, the Company had $9.6 million of term loans outstanding under the Senior Secured Credit Facilities, net of $0.1 million of unamortized original issue discount, $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities and $83.6 million in floor plan notes payable outstanding under the Floor Plan Facility, net of $0.3 million of unamortized original issue discount, with $7.0 million of additional borrowing capacity under the Revolving Credit Facility and $56.1 million of additional borrowing capacity under the Floor Plan Facility.

The consummation of the Transaction Merger will result in a Change of Control as defined in the documentation governing the Senior Secured Credit Facilities and the Floor Plan Facility. Upon the occurrence of a Change of Control, which is an event of default under the Senior Secured Credit Facilities and the Floor Plan Facility, in the absence of waivers from the lenders under the Senior Secured Credit Facilities and the Floor Plan Facility or amendments to the Senior Secured Credit Facilities and the Floor Plan Facility, the holders of the affected indebtedness will have the right to declare all outstanding obligations under the Senior Secured Credit Facilities and the Floor Plan Facility, as applicable, immediately due and payable and to terminate the availability of future advances to the Company. There can be no assurance that the Company’s lenders will agree to an amendment of the Senior Secured Credit Facilities and/or the Floor Plan Facility or a waiver of any such event of default. There can be no assurance that the Company will have sufficient resources available to satisfy all of its obligations under the Senior Secured Credit Facilities and the Floor Plan Facility if no waiver or amendment is obtained. In the event the Company was unable to satisfy these obligations, it could have a material adverse impact on the Company’s business, financial condition and results of operations.

The Company’s ability to operate and expand its business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

The operation of the Company’s business, the rate of the Company’s expansion and the Company’s ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by the Company’s business and, if necessary, the availability of equity or debt capital. The Company also requires sufficient cash flow to meet its obligations under its existing debt agreements. The Term Loan Facility requires the Company to make monthly principal payments of the outstanding principal amount thereof, which totaled $1.3 million and $1.6 million for the nine months ended September 30, 2017 and 2016, respectively, and $1.9 million and $0.1 million for the years ended December 31, 2016 and 2015, respectively. Additionally, the Company paid total cash interest on its Senior Secured Credit Facilities of $0.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively, and $0.6 million and $0.06 million for the years ended December 31, 2016 and 2015, respectively, and the Company paid total floor plan interest expense on its Floor Plan Facility of $2.8 million and $1.7 million for the nine months ended September 30, 2017 and 2016, respectively, and $2.3 million and $1.3 million for the years ended December 31, 2016 and 2015, respectively. See “Lazydays’ Management’s Discussion and Analysis and Results of Operations — Liquidity and Capital Resources.”

The Company is dependent to a significant extent on its ability to finance its new and certain of its used RV inventory under the Floor Plan Facility. Floor plan financing arrangements allow the Company to borrow money to purchase new RVs from the manufacturer or used RVs on trade-in or at auction and pay off the loan when the Company sells the financed RV. The Company may need to increase the capacity of its existing Floor Plan Facility in connection with its acquisition of dealerships and overall growth. In the event that the Company is unable to obtain such incremental financing, the Company’s ability to complete acquisitions could be limited.

The Company cannot assure you that its cash flow from operations or cash available under its Revolving Credit Facility or its Floor Plan Facility will be sufficient to meet its needs. If the Company is unable to generate sufficient cash flows from operations in the future, and if availability under its Revolving Credit Facility or its Floor Plan Facility is not sufficient, the Company may have to obtain additional financing. If the Company obtains additional capital through the issuance of equity of Holdco, the interests of existing stockholders of Holdco will be diluted. If the Company incurs additional indebtedness, such indebtedness may contain significant financial covenants and other negative covenants that may significantly restrict the Company’s ability to operate. The Company cannot assure you that it could obtain additional financing on favorable terms or at all.

The documentation governing the Company’s Senior Secured Credit Facilities and its Floor Plan Facility contain restrictive covenants that may impair the Company’s ability to access sufficient capital and operate its business.

The documentation governing the Company’s Senior Secured Credit Facilities and its Floor Plan Facility contain various provisions that limit the Company’s ability to, among other things:

● incur additional indebtedness;

● incur certain liens;

● consolidate or merge;

● alter the business conducted by the Company and its subsidiaries;

● make investments, loans, advances, guarantees and acquisitions;

● sell assets, including capital stock of its subsidiaries;

● enter into certain sale and leaseback transactions;

● pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;

● engage in transactions with affiliates; and

● enter into agreements restricting its subsidiaries’ ability to pay dividends.

In addition, the restrictive covenants contained in the documentation governing the Senior Secured Credit Facilities and the Floor Plan Facility require the Company to maintain specified financial ratios. See “Lazydays’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”. The Company’s ability to comply with those financial ratios may be affected by events beyond its control, and its failure to comply with these ratios could result in an event of default.

The restrictive covenants contained in the documentation governing the Senior Secured Credit Facilities and the Floor Plan Facility may affect the Company’s ability to operate and finance its business as it deems appropriate. The Company’s inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing its current or future indebtedness could constitute an event of default under the instruments governing the Company’s indebtedness.

If there were an event of default under the instruments governing the Company’s indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of the Company’s other indebtedness. The Company may not have sufficient funds available, or the Company may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if the Company could obtain additional financing, the terms of such financing may not be favorable to the Company. In addition, substantially all of the Company’s assets are subject to liens securing the obligations under the Senior Secured Credit Facilities and the Floor Plan Facility. If amounts outstanding under the Senior Secured Credit Facilities and the Floor Plan Facility were accelerated, the Company’s lenders could foreclose on these liens and the Company could lose substantially all of its assets. Any event of default under the instruments governing the Company’s indebtedness could have a material adverse effect on the Company’s business, financial condition and results of operations.

Natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect the Company’s financial performance.

The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus or measles, terrorist attacks or disruptive political events in certain regions where the Company’s stores are located could adversely affect the Company’s business and result in lower sales. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to the Company’s stores or utilizing the Company’s products, thereby reducing the Company’s sales and profitability. Natural disasters including tornadoes, hurricanes, floods, hail storms and earthquakes may damage the Company’s stores or other operations, which may materially adversely affect the Company’s financial results. Any of these events could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company depends on its relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on the Company’s business and results of operations.

The Company’s business depends in part on developing and maintaining productive relationships with third party providers of services, protection plans, products and resources that the Company markets to its customers. Additionally, the Company relies on certain third party providers to support its services, protection plans, products and resources, including insurance carriers for the Company’s property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing. The Company cannot accurately predict when, or the extent to which, it will experience any disruption in the supply of products from its vendors or services from its third party providers. Any such disruption could negatively impact the Company’s ability to market and sell its services, protection plans, products and resources, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

With respect to the insurance programs that the Company offers, the Company is dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insurance regulations. If such carriers do not obtain appropriate state regulatory approvals or comply with such changing regulations, the Company may be required to use an alternative carrier or change its insurance products or cease marketing certain insurance related products in certain states, which could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is required to use an alternative insurance carrier or change its insurance related products, it may materially increase the time required to bring an insurance related product to market. Any disruption in the Company’s service offerings could harm the Company’s reputation and result in customer dissatisfaction.

Additionally, the Company provides financing to qualified customers through a number of third party financing providers. If one or more of these third party providers ceases to provide financing to the Company’s customers, provides financing to fewer customers or no longer provides financing on competitive terms, or if the Company is unable to replace the current third party providers upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

A portion of the Company’s revenue is from financing, insurance and extended service contracts, which depend on third party lenders and insurance companies. The Company cannot assure you that third party lending institutions will continue to provide financing for RV purchases.

A portion of the Company’s revenue comes from the fees the Company receives from lending institutions and insurance companies for arranging financing and insurance coverage for the Company’s customers. The lending institution pays the Company a fee for each loan that it arranges. If these lenders were to lend to the Company’s customers directly rather than through the Company, the Company would not receive a fee. In addition, if customers prepay financing the Company arranged within a specified period (generally within six months of making the loan), the Company is required to rebate (or “chargeback”) all or a portion of the commissions paid to the Company by the lending institution. The Company’s revenues from financing fees and vehicle service contract fees are recorded net of a reserve for estimated future chargebacks based on historical operating results. Lending institutions may change the criteria or terms they use to make loan decisions, which could reduce the number of customers for whom the Company can arrange financing, or may elect to not continue to provide these products with respect to RVs. The Company’s customers may also use the internet or other electronic methods to find financing alternatives. If any of these events occur, the Company could lose a significant portion of its income and profit.

Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts entered into between the Company and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, the Company typically has a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by the Company to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. The Company recognizes revenue when the applicable new or used vehicle is delivered and the Company has assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets in the Company’s consolidated financial statements included elsewhere in this prospectus and totaled $17.3 million as of September 30, 2017, $9.4 million as of December 31, 2016 and $10.0 million as of December 31, 2015. Any defaults on these retail installment sales contracts could have a material adverse effect on the Company’s business, financial condition and results of operations.

If the Company is unable to retain senior executives and attract and retain other qualified employees, the Company’s business might be adversely affected.

The Company’s success depends in part on its ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. The Company may be unsuccessful in attracting and retaining the personnel it requires to conduct its operations successfully and, in such an event, the Company’s business could be materially and adversely affected. The Company’s success also depends to a significant extent on the continued service and performance of the Company’s senior management team, including its Chairman and Chief Executive Officer William Murnane. The loss of any member of the Company’s senior management team could impair its ability to execute its business plan and could therefore have a material adverse effect on the Company’s business, results of operations and financial condition. The Company does not currently maintain key man life insurance policies on any member of its senior management team or other key employees. The Company has entered into an employment agreement with William Murnane, its Chairman and Chief Executive Officer. Holdco has entered into new employment agreements with William Murnane and Maura Berney, the Company’s Chief Financial Officer, which will be effective upon the consummation of the Mergers. Neither Holdco nor the Company has entered into any other employment agreements with other persons.

The Company’s business depends on its ability to meet its labor needs.

The Company’s success depends in part upon its ability to attract, motivate and retain a sufficient number of qualified employees, including market managers, general managers, sales managers, department managers and sales associates. Qualified individuals of the requisite caliber may be scarce in some areas. If the Company is unable to hire and retain sales associates capable of consistently providing a high level of customer service, as demonstrated by, among other qualities, their enthusiasm for the Company’s culture and knowledge of the Company’s products, the Company’s business could be materially adversely affected. Although none of the Company’s employees is currently covered by collective bargaining agreements, the Company’s employees may elect to be represented by labor unions in the future. If Company employees were to so elect, the Company’s labor costs could increase. Additionally, competition for qualified employees could require the Company to pay higher wages to attract the required number of employees. An inability to recruit and retain a sufficient number of qualified employees in the future may delay the planned openings of new stores. Any such delays, any material increases in employee turnover rates at existing stores or any increases in labor costs could have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company primarily leases its retail locations. If the Company is unable to maintain those leases or locate alternative sites for retail locations in its target markets and on terms that are acceptable to it, the Company’s revenues and profitability could be adversely affected.

The Company leases most of the real properties where it has operations, including, as of September 30, 2017, four of the five Lazydays retail locations in three states. The Company’s leases generally provide for fixed monthly rentals with escalation clauses and range from five to twenty years. There can be no assurance that the Company will be able to maintain its existing retail locations as leases expire, extend the leases or be able to locate alternative sites in its target markets and on favorable terms. Any failure to maintain its existing retail locations, extend the leases or locate alternative sites on favorable or acceptable terms could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business is subject to numerous federal, state and local regulations.

The Company’s operations are subject to varying degrees of federal, state and local regulation, including regulations with respect to the Company’s RV sales, RV financing, marketing, direct mail, roadside assistance programs and insurance activities. New regulatory efforts may be proposed from time to time that may affect the way the Company operates its businesses. For example, in the past a principal source of leads for the Company’s direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.

The Company is also subject to federal and state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles. Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect the Company’s business and operations.

Further, certain federal and state laws and regulations affect the Company’s activities. Areas of the Company’s business affected by such laws and regulations include, but are not limited to, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti- competition, environmental, health and safety. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed into law on July 21, 2010, established the Consumer Financial Protection Bureau (the “CFPB”), an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. In March 2013, the CFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensated for arranging customer financing through discretionary markup of wholesale rates offered by financial institutions (“dealer markup”) results in a significant risk of pricing disparity in violation of The Equal Credit Opportunity Act (the “ECOA”). The CFPB recommended that financial institutions under its jurisdiction take steps to address compliance with the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects of dealer markup policies, and eliminating dealer discretion to markup buy rates and fairly compensating dealers using a different mechanism.

In addition, the Patient Protection and Affordable Care Act (the “Affordable Care Act”), which was signed into law on March 23, 2010, may increase the Company’s annual employee health care costs that it funds and has increased the Company’s cost of compliance and compliance risk related to offering health care benefits. Efforts to modify, repeal or otherwise invalidate all, or certain provisions of, the Affordable Care Act and/or adopt a replacement healthcare reform law may impact the Company’s employee healthcare costs. At this time, there is uncertainty concerning whether the Affordable Care Act will be repealed or what requirements will be included in a new law, if enacted. If health care costs rise, the Company may experience increased operating costs, which may adversely affect the Company’s business, financial condition and results of operations.

Furthermore, the Company’s property and casualty insurance programs that it offers through third party insurance carriers are subject to state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation or sale of insurance products. The Company’s third party insurance carriers are required to apply for, renew, and maintain licenses issued by state, federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renew and revoke such licenses. Accordingly, any failure by such parties to comply with the then current licensing requirements, which may include any determination of financial instability by such regulatory authorities, could result in such regulatory authorities denying third party insurance carriers’ initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses that they currently possess, which could severely inhibit the Company’s ability to market these insurance products. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. The Company reviews all marketing materials it disseminates to the public for compliance with applicable insurance regulations. The Company is required to maintain certain licenses and approvals in order to market insurance products.

The Company has instituted various and comprehensive policies and procedures to address compliance. However, there can be no assurance that employees, contractors, vendors or the Company’s agents will not violate such laws and regulations or the Company’s policies and procedures.

Regulations applicable to the sale of extended service contracts could materially impact the Company’s business and results of operations.

The Company offers extended service contracts that may be purchased as a supplement to the original purchaser’s warranty. These products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect the Company’s business, results of operations and financial condition.

The Company currently transfers the majority of the administration and liability obligations associated with these extended service contracts to a third party upon purchase by the customer. State laws and regulations, however, may limit or condition the Company’s ability to transfer these administration and liability obligations to third parties, which could in turn impact the way revenue is recognized from these products. Failure to comply with these laws could result in fines or other penalties, including orders by state regulators to discontinue sales of these product offerings as currently structured. Such a result could materially and adversely affect the Company’s business, financial condition and results of operations.

If state dealer laws are repealed or weakened, the Company’s dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.

State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Some state dealer laws allow dealers to file protests or petitions or attempt to comply with the manufacturer’s criteria within a specified notice period to avoid the termination or non-renewal. Manufacturers have been lobbying and continue to lobby for the repeal or revision of state dealer laws. Although the lobbying efforts have been unsuccessful to date, if dealer laws are repealed in the states in which the Company operates, manufacturers may be able to terminate the Company’s dealer agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for the Company to renew its dealer agreements upon expiration.

The ability of a manufacturer to grant additional dealer agreements is based on a number of factors which the Company cannot control. If manufacturers grant new dealer agreements in areas near the Company’s existing markets, such new dealer agreements could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s failure to comply with certain environmental regulations could adversely affect the Company’s business, financial condition and results of operations.

The Company’s operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, the Company’s business is subject to federal, state and local requirements that regulate the environment and public health and safety. The Company may incur significant costs to comply with such requirements. The Company’s failure to comply with these regulations and requirements could cause the Company to become subject to fines and penalties or otherwise have an adverse impact on the Company’s business. In addition, the Company has indemnified certain of its landlords for any hazardous waste which may be found on or about property the Company leases. If any such hazardous waste were to be found on property that the Company occupies, a significant claim giving rise to the Company’s indemnity obligation could have a negative effect on the Company’s business, financial condition and results of operations.

Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for the RVs the Company sells.

The United States Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require a reduction in emissions of greenhouse gases from motor vehicles. The adoption of any laws or regulations requiring significant increases in fuel economy requirements or new federal or state restrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehicles and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be unable to enforce its intellectual property rights and the Company may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company owns a variety of registered trademarks and service marks. The Company believes that its trademarks have significant value and are important to its marketing efforts. If the Company is unable to continue to protect the trademarks and service marks for its proprietary brands, if such marks become generic or if third parties adopt marks similar to the Company’s marks, the Company’s ability to differentiate its products and services may be diminished. In the event that the Company’s trademarks or service marks are successfully challenged by third parties, the Company could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for its products.

From time to time, the Company may be compelled to protect its intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract the Company’s management from running the day-to-day operations of its business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps the Company takes to protect its intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of the Company’s significant intellectual property rights could diminish the Company’s ability to distinguish its products from competitors’ products and retain its market share for its proprietary products. The Company’s inability to effectively protect the Company’s proprietary intellectual property rights could have a material adverse effect on the Company’s business, results of operations and financial condition.

Other parties also may claim that the Company infringes on their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against the Company or the payment of damages. These claims could have a material adverse effect on the Company’s business, financial condition and results of operations.

If the Company is unable to maintain or upgrade its information technology systems or if the Company is unable to convert to alternate systems in an efficient and timely manner, the Company’s operations may be disrupted or become less efficient.

The Company depends on a variety of information technology systems for the efficient operation of its business. The Company relies on hardware, telecommunications and software vendors to maintain and periodically upgrade many of these information technology systems so that the Company can continue to operate its business. Various components of the Company’s information technology systems, including hardware, networks, and software, are licensed to the Company by third party vendors. The Company relies extensively on its information technology systems to process transactions, summarize results and efficiently manage its business. Additionally, because the Company accepts debit and credit cards for payment, the Company is subject to the Payment Card Industry Data Security Standard (the “PCI Standard”), issued by the Payment Card Industry Security Standards Council. The PCI Standard contains various compliance guidelines with respect to the Company’s security surrounding the physical and electronic storage, processing and transmission of cardholder data. The Company is currently in compliance with the PCI Standard, however, complying with the PCI Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention to compliance. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI Standard or with respect to maintenance or support of existing systems could also disrupt or reduce the efficiency of the Company’s operations. Any material interruptions or failures in the Company’s payment-related systems could have a material adverse effect on the Company’s business, financial condition and results of operations.

Any disruptions to the Company’s information technology systems or breaches of the Company’s network security could interrupt its operations, compromise its reputation, expose it to litigation, government enforcement actions and costly response measures and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure across the Company’s operations. The Company uses information technology systems to, among other things, support its consumer services and plans, manage procurement, manage its supply chain, track inventory information at its retail locations, communicate customer information and aggregate daily sales, margin and promotional information. The Company also uses information systems to report and audit its operational results.

In connection with sales, the Company transmits encrypted confidential credit and debit card information. Although the Company is currently in compliance with the PCI Standard, there can be no assurance that in the future the Company will be able to remain compliant with the PCI Standard or other industry recommended or contractually required practices. Even if the Company continues to be compliant with such standards, it still may not be able to prevent security breaches.

The Company also has access to, collects or maintains private or confidential information regarding its customers, associates and suppliers, as well as the Company’s business. The protection of the Company’s customer, associate, supplier and company data is critical to the Company. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across the Company’s business and operations. In addition, the Company’s customers have a high expectation that the Company will adequately protect their personal information from cyber-attacks and other security breaches. The Company has procedures in place to safeguard its customer’s data and information. However, a significant breach of customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage the Company’s relationships with its customers and suppliers, harm the Company’s reputation and result in lost sales, fines and/or lawsuits.

An increasingly significant portion of the Company’s sales depends on the continuing operation of its information technology and communications systems, including but not limited to its point-of-sale system and its credit card processing systems. The Company’s information technology, communication systems and electronic data may be vulnerable to damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures, computer viruses, loss of data, unauthorized data breaches, usage errors by the Company’s associates or the Company’s contractors or other attempts to harm the Company’s systems, including cyber-security attacks, hacking by third parties, computer viruses or other breaches of cardholder data. Some of the Company’s information technology and communication systems are not fully redundant and the Company’s disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, intentional sabotage or other unanticipated problems could result in lengthy interruptions in the Company’s information technology and communications systems. Any errors or vulnerabilities in the Company’s information technology and communications systems, or damage to or failure of its information technology and communications systems, could result in interruptions in the Company’s services and non-compliance with certain regulations or expose the Company to risk of litigation and liability, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Increases in the minimum wage could adversely affect the Company’s financial results.

From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in a number of individual states. As federal or state minimum wage rates increase, the Company may be required to increase not only the wage rates of the Company’s minimum wage employees, but also the wages paid to the Company’s other hourly employees as well. Any increase in the cost of the Company’s labor could have an adverse effect on the Company’s operating costs, financial condition and results of operations.

The Company may be subject to product liability claims if people or property are harmed by the products the Company sells.

Some of the products the Company sells may expose the Company to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although the Company maintains liability insurance, the Company cannot be certain that its insurance coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to the Company on economically reasonable terms, or at all. In addition, some of the Company’s agreements with its vendors and sellers do not indemnify the Company from losses attributable to product liability. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that the products sold by the Company caused property damage or personal injury could damage the Company’s brand image and its reputation with existing and potential consumers and have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be named in litigation, which may result in substantial costs and reputational harm and divert management’s attention and resources.

The Company faces legal risks in its business, including claims from disputes with its employees and its former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. While the Company maintains director and officer insurance, as well as general and product liability insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured. Regardless of their subject matter or merits, class action lawsuits may result in significant cost to the Company, which costs may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on the Company’s business, brand image, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost to the Company, could materially damage the Company’s reputation. The Company may in the future be the target of litigation and any such litigation may result in substantial costs and reputational harm and divert management’s attention and resources. Costs, harm to the Company’s reputation and diversion of management’s attention and resources could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s risk management policies and procedures may not be fully effective in achieving their purposes.

The Company’s policies, procedures, controls and oversight to monitor and manage its enterprise risks may not be fully effective in achieving their purpose and may leave the Company exposed to identified or unidentified risks. Past or future misconduct by the Company’s employees or vendors could result in violations of law by the Company, regulatory sanctions and/or serious reputational or financial harm to the Company. The Company monitors its policies, procedures and controls; however, there can be no assurance that its policies, procedures and controls will be sufficient to prevent all forms of misconduct. The Company reviews its compensation policies and practices as part of the Company’s overall enterprise risk management program, but it is possible that its compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

The Company has a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, the Company reviews goodwill, trademarks and tradenames for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. The Company’s determination of future cash flows, future recoverability and fair value of the Company’s long-lived assets includes significant estimates and assumptions. Changes in those estimates and/or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect the Company

Risks Related to the Business Combination

Future resales of the shares of common stock of Holdco issued to the Stockholders and the investors in the PIPE Investment may cause the market price of Holdco’s securities to drop significantly, even if Holdco’s business is doing well.

Under the merger agreement, the Stockholders, the Optionholders, and the Bonus Payment Recipients will receive, among other things, an aggregate of: (i) 2,857,143 Holdco Shares; and (ii) $85,000,000 in cash. Pursuant to the merger agreement, certain of the Stockholders will be restricted from selling any of the Holdco Shares that they receive as a result of the Transaction Merger during the nine month period after the closing date of the Mergers, subject to certain exceptions. See the section entitled “ The Merger Proposals — Sale Restriction; Resale Registration .”

Subject to these restrictions, Holdco will enter into a registration rights agreement at the closing of the business combination with certain Stockholders who execute such registration rights agreement pursuant to which such Stockholders will be granted certain demand and “piggy-back” registration rights with respect to their securities. Additionally, the investors in the PIPE Investment will enter into a registration rights agreement granting them certain registration rights. See the section entitled “ The PIPE Proposal .”

Furthermore, the Stockholders and investors in the PIPE Investment may sell Holdco Shares pursuant to Rule 144 under the Securities Act, if available, rather than under a registration statement. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because Andina and Holdco are currently shell companies, waiting until one year after Holdco’s filing with the SEC of a Current Report on Form 8-K containing Form 10 type information reflecting the merger with Lazydays.

Upon expiration of the applicable lock-up periods (with respect to Stockholders who have executed lock-up agreements), and upon effectiveness of any registration statement Holdco files pursuant to the above-referenced registration rights or upon satisfaction of the requirements of Rule 144 under the Securities Act, the Stockholders and investors in the PIPE Investment may sell large amounts of Holdco Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Holdco’s stock price or putting significant downward pressure on the price of Holdco’s stock.

If Andina shareholders fail to properly demand conversion rights, they will not be entitled to convert their ordinary shares of Andina into a pro rata portion of the trust account.

Andina shareholders holding public shares may demand that Andina convert their shares of Andina into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Mergers. Andina shareholders who seek to exercise this conversion right must deliver their shares of Andina (either physically or electronically) to Andina’s transfer agent prior to the vote at the meeting. Any Andina shareholder who fails to properly demand conversion rights will not be entitled to convert his or her shares of Andina into a pro rata portion of the trust account for conversion of his shares. See the section entitled “ Extraordinary General Meeting of Andina Shareholders — Conversion Rights ” for the procedures to be followed if you wish to convert your shares to cash.

Public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the public shares.

A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the merger proposals are approved, you will not be able to seek conversion rights with respect to the full amount of your public shares and may be forced to hold the public shares in excess of 20% or sell them in the open market. Andina cannot assure you that the value of such excess public shares will appreciate over time following a business combination or that the market price of Andina’s ordinary shares will exceed the per-share conversion price.

Nasdaq may not list Holdco’s securities on its exchange, which could limit investors’ ability to make transactions in Holdco’s securities and subject Holdco to additional trading restrictions.

Holdco intends to apply to have its securities listed on Nasdaq upon consummation of the Mergers. Holdco will be required to meet the initial listing requirements to be listed. Holdco may not be able to meet those initial listing requirements. Even if Holdco’s securities are so listed, Holdco may be unable to maintain the listing of its securities in the future.

If Holdco fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, Holdco could face significant material adverse consequences, including:

Holdco’s ability to request indemnification from the Stockholders for damages arising out of the business combination are limited in certain instances to those claims where damages exceed $1,000,000 and is limited to the cash and shares placed in escrow.

At the closing of the business combination, (i) an aggregate of $4,250,000 of cash to be paid as part of the merger consideration and (ii) 142,857 of the Holdco Shares to be issued as part of the merger consideration (“ Indemnity Escrow Fund ”) will be deposited in escrow to provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations, warranties and covenants by Lazydays. Claims for indemnification may only be asserted (subject to certain exceptions) by Holdco once the damages incurred by Holdco exceed a $1,000,000 deductible, in which event the amount payable from the Indemnity Escrow Fund shall be the amount in excess of the deductible. Accordingly, it is possible that Holdco will not be entitled to indemnification even if Lazydays is found to have breached certain of its representations, warranties and covenants contained in the merger agreement if such breaches would only result in damages to Holdco of less than $1,000,000. Also, subject to certain limited exceptions, Holdco’s right to seek indemnification is limited to the Indemnity Escrow Fund and such right expires one year from the closing date of the merger. At such time, the Indemnity Escrow Fund will be released from the escrow to the Stockholders, the Optionholders and the Bonus Payment Recipients, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims, if any, that are made prior to that date.

Andina has not obtained an opinion from an unaffiliated third party that the consideration being delivered to the Lazydays Stockholders in the Transaction Merger is fair to Andina’s shareholders from a financial point of view.

In analyzing the transaction with Lazydays, the Andina board, with the assistance from its financial advisors, conducted significant business and financial due diligence on Lazydays. Andina did not obtain an opinion from an unaffiliated third party indicating that the consideration being paid in the Transaction Merger to the Lazydays Stockholders is fair to Andina’s public shareholders from a financial point of view since it was not required to do so. The Andina board of directors believes that, because of the financial skills and background of its officers and directors, it was qualified to conclude that the business combination was fair from a financial perspective to its shareholders. However, since no opinion has been obtained, Andina’s shareholders will be relying solely on the judgment of Andina’s board of directors with respect to the merger and its terms. Andina’s board of directors may be incorrect in its assessment of the transaction.

Andina’s directors and executive officers have interests that may have influenced their decision to approve the Mergers.

Andina’s officers and directors and/or their affiliates beneficially own insider shares of Andina and private units of Andina that they purchased prior to, or simultaneously with, Andina’s initial public offering. Andina’s executive officers and directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Mergers or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of $15,302,400 based upon the closing prices of the shares and units on Nasdaq on February 12, 2018, the record date. Furthermore, Andina’s officers and directors have loaned Andina an aggregate of $761,166 as of the record date and Andina’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Andina’s behalf, such as identifying and investigating possible business targets and business combinations. These loans and expenses will be repaid upon completion of the Mergers. However, if Andina fails to consummate the Mergers, they will not have any claim against the trust account for repayment or reimbursement. Accordingly, Andina may not be able to repay or reimburse these amounts if the Mergers are not completed. Additionally, Andina has agreed to pay Hydra Management LLC, an affiliate of A. Lorne Weil, an initial shareholder of Andina and father of B. Luke Weil, Andina’s non-executive chairman, $450,000 upon consummation of the Mergers as compensation for advisory services rendered to Andina. Such payment will not be made if the Mergers are not consummated. See the section entitled “ The Merger Proposals — Interests of Andina’s Directors and Officers in the Mergers .”

These financial interests may have influenced the decision of Andina’s directors to approve the Mergers and to continue to pursue such business combination. In considering the recommendations of Andina’s board of directors to vote for the merger proposals and other proposals, its shareholders should consider these interests.

B. Luke Weil is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the Mergers are not consummated. Such liability may have influenced his decision to approve the Mergers.

If the Mergers or another business combination is not consummated by Andina within the required time period, B. Luke Weil will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Andina for services rendered or contracted for or products sold to Andina, but only if such a vendor or target business has not executed a waiver agreement. If Andina consummates a business combination, on the other hand, Andina will be liable for all such claims. See the section entitled “ Other Information Related to Andina — Financial Condition and Liquidity ” for further information.

These personal obligations of B. Luke Weil may have influenced Andina’s board of director’s decision to approve the business combination with Lazydays and to continue to pursue such business combination. In considering the recommendations of Andina’s board of directors to vote for the merger proposals and other proposals, Andina’s shareholders should consider these interests.

EarlyBirdCapital may have had a conflict of interest in rendering services to Andina in connection with the Mergers.

Andina engaged EarlyBirdCapital to assist it in connection with the Mergers. Andina is obligated to pay EarlyBirdCapital a cash fee for such services upon the consummation of the Mergers in an amount equal to $1,600,000. If Andina does not consummate a business combination and is forced to liquidate, EarlyBirdCapital will not receive this fee. Additionally, EarlyBirdCapital holds 45,000 units of Andina which will be worthless if Andina does not consummate a business combination. As a result, these financial interests may have resulted in EarlyBirdCapital having a conflict of interest in providing the services to Andina in connection with the Mergers.

The exercise of Andina’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Mergers may result in a conflict of interest when determining whether such changes to the terms of the Mergers or waivers of conditions are appropriate and in Andina’s shareholders’ best interest.

In the period leading up to the closing of the Mergers, events may occur that, pursuant to the merger agreement, would require Andina to agree to amend the merger agreement, to consent to certain actions taken by Lazydays or to waive rights that Andina is entitled to under the merger agreement. Such events could arise because of changes in the course of Lazydays’ business, a request by Lazydays to undertake actions that would otherwise be prohibited by the terms of the merger agreement or the occurrence of other events that would have a material adverse effect on Lazydays’ business and would entitle Andina to terminate the merger agreement. In any of such circumstances, it would be at Andina’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Andina and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus/information statement, Andina does not believe there will be any changes or waivers that Andina’s directors and officers would be likely to make after shareholder approval of the merger proposals has been obtained. While certain changes could be made without further shareholder approval, Andina will circulate a new or amended proxy statement/prospectus/information statement and resolicit Andina’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the merger proposals.

If Andina is unable to complete the business combination with Lazydays or another business combination by April 1, 2018 (or such later date as Andina shareholders may approve), Andina will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third parties may bring claims against Andina and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could be less than $10.30 per share.

Under the terms of Andina’s amended and restated memorandum and articles of association, Andina must complete the Mergers with Lazydays or another business combination by April 1, 2018 (or such later date as Andina shareholders may approve), or Andina must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Andina. Although Andina has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Andina’s public shareholders. If Andina is unable to complete a business combination within the required time period, B. Luke Weil has agreed he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Andina for services rendered or contracted for or products sold to Andina, but only if such a vendor or prospective target business does not execute such a waiver. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.30 due to such claims.

Additionally, if Andina is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Andina otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, Andina may not be able to return to its public shareholders at least $10.30.

Andina’s shareholders may be held liable for claims by third parties against Andina to the extent of distributions received by them.

If Andina is unable to complete the Mergers or another business combination within the required time period, Andina will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Andina cannot assure you that it will properly assess all claims that may be potentially brought against Andina. As such, Andina’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Andina cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Andina.

If Andina is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Andina’s shareholders. Furthermore, because Andina intends to distribute the proceeds held in the trust account to its public shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Andina’s board of directors may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. Andina cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Andina shareholders to increase the likelihood of approval of the merger proposals and other proposals could have a depressive effect on Andina’s ordinary shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Andina or its securities, Andina’s initial shareholders, officers, directors, Lazydays or the Stockholders and/or their respective affiliates may purchase shares of Andina from institutional and other investors who vote, or indicate an intention to vote, against the merger proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of Andina or vote their shares in favor of the merger proposals. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Mergers where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Andina’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of Andina at a price lower than market and may therefore be more likely to sell the shares of Andina he owns, either prior to or immediately after the extraordinary general meeting.

The conversion of the Series A Preferred Stock to be sold in the PIPE Investment into Holdco Shares may dilute the value for the other holders of Holdco Shares.

The Series A Preferred Stock to be sold in the PIPE Investment is convertible into Holdco Shares. As a result of the conversion of any issued and outstanding Series A Preferred Stock, the existing holders of Holdco Shares will own a smaller percentage of the outstanding Holdco Shares. Further, additional Holdco Shares may be issuable pursuant to certain other features of the Series A Preferred Stock, with such issuances being further dilutive to existing holders of Holdco Shares. See the section titled “ The PIPE Proposal ” for further details relating to the terms of the Series A Preferred Stock to be outstanding upon consummation of the Mergers and the PIPE Investment.

If Series A Preferred Stock is converted into Holdco Shares, holders of such converted Holdco Shares will be entitled to the same dividend and distribution rights as other holders of Holdco Shares. As such, another dilutive effect resulting from the conversion of any shares of Series A Preferred Stock will be a dilution to dividends and distributions receivable on account of Holdco Shares.

The holders of Series A Preferred Stock will own a large portion of the voting power of the Holdco Shares and have the right to nominate two members to Holdco’s board of directors. As a result, these holders may influence the composition of the board of directors of Holdco and future actions taken by the board of directors of Holdco.

The purchasers of the Series A Preferred Stock in the PIPE Investment will be entitled to vote upon all matters upon which holders of Holdco Shares have the right to vote and are entitled to the number of votes equal to the number of full Holdco Shares into which such shares of Series A Preferred Stock could be converted at the then applicable conversion rate. Accordingly, the holders of the Series A Preferred Stock will hold approximately 35.3% of the voting power of Holdco on an as-converted basis (assuming that no holders of public shares exercise their conversion rights). This percentage will increase to the extent holders of public shares do exercise their conversion rights. As a result, the holders of the Series A Preferred Stock may have the ability to influence future actions by Holdco requiring shareholder approval.

Further, the Certificate of Designations of the Series A Preferred Stock provides that the holders of the Series A Preferred Stock have the right to nominate for election two individuals to Holdco’s board of directors. As a result, the holders of Series A Preferred Stock will be able influence the composition of the board and, in turn, potentially influence and impact future actions taken by the board of directors of Holdco.

The holders of the Series A Preferred Stock will have certain rights following the consummation of the Mergers that may not allow Holdco to take certain actions.

Pursuant to the certificate of designations governing the Series A Preferred Stock, the holders of the Series A Preferred Stock must consent to Holdco taking certain actions, including among others, the increase in the number of directors constituting Holdco’s board above eight members, the incurrence of certain indebtedness and the sale of certain assets. The holders of the Series A Preferred Stock are not obligated to consent to any specific action and there can be no assurance that the holders will consent to any action Holdco’s board determines is in the best interests of its stockholders as a whole.

Additionally, the purchasers of the Series A Preferred Stock have been granted a right of first refusal on certain debt financings. Pursuant to this right, the purchasers will have 15 business days to determine whether they want to undertake a covered debt financing. This may delay Holdco’s ability to undertake a debt financing and may cause certain third parties to be less willing to engage in any debt financing with Holdco.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and Andina is unable to consummate the Mergers for any reason, Andina’s board of directors will not have the ability to adjourn the extraordinary general meeting to a later date, and, therefore, the Mergers will not be approved.

Andina’s board of directors is seeking approval to adjourn the extraordinary general meeting to a later date or dates if, at the extraordinary general meeting, Andina is unable to consummate the Mergers. If the adjournment proposal is not approved, Andina’s board of directors will not have the ability to adjourn the extraordinary general meeting to a later date and, therefore, will not have more time to consummate the Mergers. In such event, the Mergers would not be completed.

FORWARD-LOOKING STATEMENTS

Andina believes that some of the information in this proxy statement/prospectus/information statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because Andina is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/prospectus/information statement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

Andina believes it is important to communicate its expectations to its securityholders. However, there may be events in the future that Andina is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this proxy statement/prospectus/information statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Andina or Lazydays in such forward-looking statements, including among other things:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus/information statement.

All forward-looking statements included herein attributable to any of Andina, Lazydays or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Andina and Lazydays undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus/information statement or to reflect the occurrence of unanticipated events.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the merger proposals, director election proposal, charter proposals, incentive compensation plan proposal, PIPE proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “ Risk Factors ” section and elsewhere in this proxy statement/prospectus/information statement may adversely affect Andina and/or Lazydays.

EXTRAORDINARY GENERAL MEETING OF ANDINA SHAREHOLDERS

General

Andina is furnishing this proxy statement/prospectus/information statement to Andina’s shareholders as part of the solicitation of proxies by Andina’s board of directors for use at the extraordinary general meeting of Andina shareholders to be held on March 15, 2018, and at any adjournment or postponement thereof. This proxy statement/prospectus/information statement provides Andina’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting of Andina will be held on March 15, 2018, at 10:00 a.m., eastern time, at the offices of Graubard Miller, Andina’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, United States of America.

Purpose of the Andina Extraordinary General Meeting

At the extraordinary general meeting, Andina is asking holders of Andina ordinary shares to:

Recommendation of Andina Board of Directors

Andina’s board of directors has unanimously determined that the merger proposals, the director election proposal, the charter proposals, the incentive compensation plan proposal, the PIPE proposal and the adjournment proposal are fair to and in the best interests of Andina and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the merger proposals, “FOR” the election of all of the persons nominated by Andina’s management for election as directors, “FOR” each of the charter proposals, “FOR” the incentive compensation plan proposal, “FOR” the PIPE proposal and “FOR” the adjournment proposal, if presented.

Record Date; Persons Entitled to Vote

Andina has fixed the close of business on February 12, 2018, as the “record date” for determining Andina shareholders entitled to notice of and to attend and vote at the extraordinary general meeting. As of the close of business on February 12, 2018, there were 3,441,879 ordinary shares of Andina outstanding and entitled to vote. Each Andina ordinary share is entitled to one vote per share at the extraordinary general meeting.

Pursuant to agreements with Andina, the 1,000,000 initial shares held by the initial shareholders, the shares included in the 310,000 private units held by the initial shareholders and EarlyBirdCapital, Inc. and any ordinary shares acquired in the aftermarket by such shareholders, will be voted in favor of the merger proposals. Such holders have indicated they intend to vote their shares in favor of the other proposals presented at the extraordinary general meeting.

Quorum

The presence, in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy, of the holders of a majority of all the issued and outstanding Andina ordinary shares entitled to vote constitutes a quorum at the extraordinary general meeting.

Abstentions and Broker Non-Votes

Abstentions present in person and by proxy are considered present for the purposes of establishing a quorum but will not be treated as shares voted on the merger proposals, the charter proposals, the compensation plan proposal and the adjournment proposal (if presented). Broker non-votes will be considered present for the purposes of establishing a quorum, but will not be treated as shares voted on any particular matter. A broker non-vote will have no effect on the merger proposals, the charter proposals, the compensation plan proposal and the adjournment proposal (if presented). Abstentions and broker non-votes will have no effect on the director election proposal. Please note that holders of the public shares of Andina cannot seek conversion of their shares unless they affirmatively vote for or against both of the merger proposals.

Vote Required

The approval of each of the merger proposals will require the affirmative vote of the holders of not less than two-thirds of the Andina ordinary shares entitled to vote and voting in person or by proxy on such proposal at the extraordinary general meeting. Abstentions present in person and by proxy are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the merger proposals. Broker non-votes will be considered present for the purposes of establishing a quorum, but as not being eligible to vote on a particular proposal. A broker non-vote will have no effect on the merger proposals.

The election of directors requires a plurality vote of the Andina ordinary shares present in person or represented by proxy and entitled to vote at the extraordinary general meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares of Andina not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor. Abstentions and broker non-votes will have no effect on such proposal.

The approval by special resolution of the charter proposals will require the affirmative vote of the holders of not less than two-thirds of the Andina ordinary shares entitled to vote and voting in person or by proxy on such proposal at the extraordinary general meeting. Abstentions present in person and by proxy are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the charter proposals. Broker non-votes will be considered present for the purposes of establishing a quorum, but as not being eligible to vote on a particular proposal. A broker non-vote will have no effect on the charter proposals.

The approval by ordinary resolution of the incentive compensation plan proposal and the adjournment proposal (if presented), will require the affirmative vote of a simple majority of the holders of Andina ordinary shares entitled to vote and voting in person or by proxy on such proposal at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and therefore have no effect on the incentive compensation plan proposal or the adjournment proposal (if presented).

Voting Your Shares

Each ordinary share of Andina that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares of Andina that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your ordinary shares of Andina at the extraordinary general meeting:

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares of Andina, you may call Advantage Proxy, Andina’s proxy solicitor, at 877-870-8565.

Conversion Rights

Holders of public shares of Andina may seek to convert their shares, regardless of whether they vote for or against the merger proposals. Any shareholder holding public shares as of the record date who votes in favor of or against both of the merger proposals may demand that Andina convert such shares into a full pro rata portion of the trust account (which was $10.30 per share as of February 12, 2018, the record date), calculated as of two business days prior to the anticipated consummation of the Mergers. If a holder properly seeks conversion as described in this section and the Mergers are consummated, Andina will convert these shares into a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Mergers.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public shareholder will not be converted to cash.

Andina’s initial shareholders will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly.

Andina shareholders who seek to convert their public shares must affirmatively vote for or against both of the merger proposals. Andina shareholders who do not vote with respect to both of the merger proposals, including as a result of an abstention or a broker non-vote, may not convert their shares of Andina into cash. Holders may demand conversion by (A) either checking the box on their proxy card or by submitting their request in writing to Andina’s transfer agent and (B) delivering their shares of Andina, either physically or electronically using Depository Trust Company’s DWAC System, to Andina’s transfer agent prior to the vote at the meeting. If you hold the shares of Andina in street name, you will have to coordinate with your broker to have your shares of Andina certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares of Andina or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares of Andina.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the merger proposals. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Mergers are not approved or completed for any reason, then Andina’s public shareholders who elected to exercise their conversion rights will not be entitled to convert their shares of Andina into a full pro rata portion of the trust account. In such case, Andina will promptly return any shares of Andina delivered by public holders. If Andina would be left with less than $5,000,001 of net tangible assets upon consummation of the Mergers as a result of the holders of public shares properly demanding conversion of their shares, Andina will not be able to consummate the Mergers.

The closing price of Andina ordinary shares on February 12, 2018 was $10.33. The cash held in the trust account on such date was $21,958,353.70 ($10.30 per public share). Prior to exercising conversion rights, shareholders should verify the market price of Andina ordinary shares as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. Andina cannot assure its shareholders that they will be able to sell their ordinary shares of Andina in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares of Andina.

If a holder of public shares exercises its conversion rights, then it will be exchanging its ordinary shares of Andina for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote for or against both of the merger proposals, properly demand conversion no later than the close of the vote on the merger proposals, and deliver your share certificate (either physically or electronically) to Andina’s transfer agent prior to the vote at the meeting, and the Mergers are consummated.

Appraisal Rights

Neither shareholders of Andina nor holders of units, rights or warrants of Andina have appraisal rights in connection with the Mergers under Cayman Islands law.

The Stockholders are entitled to appraisal rights in connection with the Transaction Merger under Delaware law. For more information about such rights, see the provisions of Section 262 of the DGCL attached hereto as Annex E and the section entitled “The Merger Proposals—Appraisal Rights”.

Proxy Solicitation Costs

Andina is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Andina and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Andina will bear the cost of the solicitation.

Andina has hired Advantage Proxy to assist in the proxy solicitation process. Andina has agreed to pay Advantage Proxy an aggregate of $4,000 for the foregoing services. Advantage Proxy previously assisted Andina in coordinating the shareholder meeting held on October 31, 2017 to extend the time Andina had to complete an initial business combination. Advantage Proxy also served as a liaison with Andina’s investors, brokers and corporate action departments throughout the voting period.

Andina will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Andina will reimburse them for their reasonable expenses.

Andina Initial Shareholders

As of February 12, 2018, the record date, Andina’s initial shareholders beneficially owned and were entitled to vote an aggregate of 1,000,000 initial shares of Andina that were issued prior to Andina’s initial public offering. These individuals and entities (along with EarlyBirdCapital, Inc.) also purchased an aggregate of 310,000 private units simultaneously with the consummation of Andina’s initial public offering. The shares of Andina included in these securities currently constitute approximately 38.1% of the outstanding ordinary shares of Andina. In connection with the initial public offering, the holders of these securities agreed to vote the initial shares of Andina, the shares of Andina included in the private units as well as any ordinary shares acquired in the aftermarket, in favor of the merger proposals. The Andina initial shareholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The initial shares and private units have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Andina.

In connection with the initial public offering, the Andina initial shareholders entered into an escrow agreement pursuant to which their initial shares of Andina are held in escrow and may not be transferred (subject to limited exceptions) until, with respect to 50% of such initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of Andina’s ordinary shares exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, with respect to the remaining 50% of such initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to the initial business combination, Andina consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Andina or its securities, the Andina initial shareholders, Lazydays or the Stockholders and/or their respective affiliates may purchase shares of Andina from institutional and other investors who vote, or indicate an intention to vote, against the merger proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of Andina or vote their shares of Andina in favor of the merger proposals. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the Mergers where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus/information statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Andina initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Andina ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of Andina at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares of Andina by the persons described above would allow them to exert more influence over the approval of the merger proposals and other proposals and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus/information statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Andina will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposals or the net tangible asset threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

THE MERGER PROPOSALS

The discussion in this proxy statement/prospectus/information statement of the Mergers and the principal terms of the merger agreement is subject to, and is qualified in its entirety by reference to, the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus/information statement.

Structure of the Mergers

Pursuant to the merger agreement, (i) Andina will merge with and into Holdco in the Redomestication Merger, with Holdco being the surviving entity of such merger and (ii) immediately after the consummation of the Redomestication Merger, Merger Sub will merge with and into Lazydays in the Transaction Merger, with Lazydays being the surviving entity of such merger and a direct wholly-owned subsidiary of Surviving Pubco. The following is an organizational chart depicting the structure of the companies after the Redomestication Merger and prior to the Transaction Merger, and then after consummation of the Transaction Merger:

Upon consummation of the Redomestication Merger,

Upon consummation of the Transaction Merger, the Stockholders will receive from Holdco:

An aggregate of $2,000,000 of the merger consideration shall be deposited in escrow at closing of the Mergers to provide for certain adjustments to the merger consideration provided for in the merger agreement.

Name; Headquarters; Stock Symbols

After completion of the transactions contemplated by the merger agreement:

Indemnification of Holdco

To provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the Merger Agreement, there will be placed in escrow (with an independent escrow agent): (i) an aggregate of $4,250,000 of cash to be paid as part of the merger consideration and (ii) 142,857 of the Holdco Shares to be issued as part of the merger consideration (“ Indemnity Escrow Fund ”) under the merger agreement. The Indemnity Escrow Fund will be the sole remedy for Holdco with respect to its rights to indemnification under the merger agreement, except with respect to indemnification arising out of the inaccuracy or breach of certain specified representations of Lazydays set forth in the merger agreement.

The escrow agent shall release the Indemnity Escrow Fund (less any amounts for pending claims) on the first anniversary of the closing of the Mergers.

No amount for indemnification shall be payable to Holdco unless and until the aggregate amount of all indemnifiable losses otherwise payable exceeds a deductible amount of $1,000,000, in which event all indemnifiable losses so due in excess of the deductible amount shall be paid out of the Indemnity Escrow Fund.

Sale Restriction

Certain of the Stockholders will not be able to sell any of the Holdco Shares that they receive as a result of the Transaction Merger (subject to limited exceptions) until the earlier of (i) the nine-month anniversary of the closing of the Mergers and (ii) the date on which Holdco consummates a liquidation, merger, stock exchange or other similar transaction in which Holdco is not the surviving company or which results in a change of control of Holdco. These Stockholders will be required to enter into a lock-up agreement to such effect as a condition to the closing of the Mergers.

Background of the Mergers

On December 1, 2015, Andina closed its initial public offering of 4,000,000 units, with each unit consisting of one Andina ordinary share, one right to receive one-seventh (1/7) of one Andina ordinary share upon consummation of an initial business combination and one warrant to purchase one half of one Andina ordinary share at a purchase price of $11.50 per full share upon consummation of an initial business combination. The units from the initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $40,000,000. Simultaneously with the consummation of the initial public offering, Andina consummated the private sale of 310,000 units (with the same composition as those sold in the public offering) to its initial stockholders at $10.00 per unit for an aggregate purchase price of $3,100,000.

In connection with the initial public offering, Andina engaged EarlyBirdCapital to assist it in connection with its initial business combination. The services to be performed by EarlyBirdCapital pursuant to this arrangement (and which it performed for Andina in connection with the transaction with Lazydays) included assisting Andina in holding meetings with shareholders to discuss potential business combinations and the attributes of any particular target business, introducing Andina to potential investors that may be interested in purchasing Andina’s securities in connection with the business combination, assisting Andina in obtaining shareholder approval for the business combination and assisting Andina with press releases and certain public filings in connection with the business combination. Pursuant to this arrangement, Andina will pay EarlyBirdCapital a cash fee equal to $1,600,000.

Promptly following Andina’s initial public offering, Andina commenced consideration of potential target businesses with the objective of consummating a business combination. Andina sought out potential target businesses based on internal research and through the networks of relationships of Andina’s management, board of directors and with professional service providers (lawyers, accountants, consultants, finders and investment bankers). Andina educated these parties on its structure as a special purpose acquisition company and its criteria for an acquisition. Andina also responded to inquiries from investment bankers or other similar professionals who represented companies engaged in a sale or financing process. On a regular basis, Andina’s directors were updated with respect to the status of the business combination search. Input received from Andina’s directors was material to Andina’s management’s evaluation of a potential business combination.

In evaluating potential business combination targets, Andina used certain criteria, which included the opportunity to increase revenues through organic growth and acquisitions, the potential for strong free cash flow generation, the experience and motivation of the management team and the competitive position of the target and its industry’s dynamics. Andina narrowed its focus based on the interest expressed by potential targets and the suitability of each potential target as a potential acquisition candidate.

Based on initial screening efforts and criteria evaluation, Andina compiled a pipeline of priority potential targets and updated and supplemented such pipeline from time to time. This pipeline and related developments were discussed periodically with Andina’s board of directors. During this period, Andina and its representatives:

After the completion of the initial public offering in December 2015, representatives of Andina engaged in extensive discussions with several financial advisors with experience in, among other things, industrial, manufacturing, transportation, logistics and services sectors within Latin America which management believed might increase the likelihood of Andina locating potential acquisition opportunities. In January 2016, Andina engaged Credicorp Capital Colombia S.A. (“CCC”) as a financial advisor, focusing on potential business combination targets in the Andean region.

On May 25, 2016, Julio Torres, Andina’s chief executive officer, and Mauricio Orellana, Andina’s chief financial officer, met with the principal shareholder of a prospective target company headquartered in Colombia that met the Andina board’s investment criteria (“Company A”). That initial meeting was followed by detailed discussions with representatives of Company A regarding a potential merger with Andina. On June 23, 2016, Andina entered into a mutual non-disclosure agreement with Company A. After several meetings and diligence sessions, including a visit to its manufacturing facilities, Andina submitted a non-binding indication of interest to Company A on August 30, 2016. On August 31, 2016, the indication of interest was approved and executed by Company A’s board of directors.

On September 15, 2016, a letter of intent was executed between Andina and Company A. Andina engaged a law firm to conduct legal and tax due diligence while Andina’s management team performed its detailed business, financial and accounting due diligence. During the months of November and December of 2016, all due diligence was completed. In February 2017, a draft merger agreement was prepared along with an investor presentation that described the highlights of the proposed transaction. However, on March 6, 2017, Company A and Andina mutually terminated negotiations as the parties could not agree to final terms. Specifically, if Company A could not meet certain performance and financial targets, the total consideration would not satisfy the economic requirements of Company A’s shareholders as the business combination would have resulted in additional dilution from what the controlling shareholders were willing to accept.

In April 2016, representatives of Andina met with the chief executive officer and largest shareholder of another prospective acquisition candidate headquartered in Colombia that met the Andina board’s investment criteria (“Company B”). In May 2016, a non-disclosure agreement was executed between Andina and Company B. Andina sent a letter of intent to Company B on September 15, 2016. In October 2016, terms of the letter of intent were agreed to. Since Andina was concurrently pursuing a separate transaction with Company A, legal due diligence and a draft merger agreement with Company B were delayed. Following Andina and Company A’s mutual decision to terminate discussions to pursue a transaction, Andina’s management team resumed due diligence with Company B. On March 31, 2017, Company B informed Andina that it had agreed to an alternative investment from a third-party investor. The parties then discussed the possibility of engaging in a three-way transaction among Company B, Andina and the third-party investor. However, in June 2017, Company B and Andina mutually terminated negotiations as the parties could not agree to final terms, primarily due to a disagreement with the third-party investor on the timing and process required to complete all documentation and closing requirements before Andina’s original liquidation date.

Between February and June of 2017, Andina submitted initial non-binding indications of interest to three other companies in Latin America. Andina and representatives of the three companies were unable to agree to transaction terms and therefore Andina was not able to pursue a transaction with any of these companies.

In June 2017, a representative of Craig-Hallum Capital Group (“Craig-Hallum”) contacted EarlyBirdCapital and Graubard Miller to present the Lazydays opportunity based on the premise that its majority shareholder, Wayzata Investment Partners LLC (“Wayzata”), was interested in selling a controlling interest in Lazydays or was interested in having all of the capital stock of Lazydays sold in its entirety. Craig-Hallum believed that Lazydays would be an appropriate target candidate for a special purpose acquisition company (“SPAC”). Craig-Hallum therefore contacted David Miller of Graubard Miller and Steve Levine of EarlyBirdCapital on a no-names basis to discuss and explore whether they were aware of any SPACs that would potentially be interested in pursuing such a transaction. Furthermore, Craig-Hallum noted that it could assist in raising any capital needed for a SPAC to acquire Lazydays.   

Despite Lazydays being a U.S. based company and not in Andina’s target geographic focus, the financial profile and growth strategy of Lazydays led both EarlyBirdCapital and Craig-Hallum to determine that the opportunity was suitable for Andina to pursue. EarlyBirdCapital therefore recommended that Craig-Hallum contact the Andina management team to propose the opportunity to acquire Lazydays.

Soon after the introduction of the Lazydays opportunity to Andina, Andina’s management team decided to consider the opportunity for further analysis and on June 16, 2017, executed a non-disclosure agreement with Lazydays. On June 27, 2017, representatives of Andina and Craig-Hallum visited Lazydays’ headquarters and flagship dealership in Tampa, Florida. Andina held discussions with William Murnane, Lazydays’ CEO, Maura Berney, Lazydays’ CFO, and several other senior executives of Lazydays. The meeting in Tampa included a review of Lazydays’ background, financial performance and growth strategy.

On July 12, 2017, Andina submitted to Lazydays a non-binding letter of intent (the “First LOI”) to acquire Lazydays, incorporating input from Craig-Hallum and EarlyBirdCapital. The LOI contemplated a total equity value of $110 million (the “Purchase Price”), based on a multiple of 4.0x the trailing twelve month estimated EBITDA as of June 30, 2017. This EBITDA figure was a preliminary estimate and based on management accounts under AICPA accounting standards. Andina proposed to pay 75% of the consideration ($82.5 million) in cash and the balance in the form of stock. On July 14, 2017, representatives of Andina, Lazydays and Wayzata held a conference call to discuss the terms of the First LOI. Lazydays accepted the Purchase Price but proposed a higher percentage of the total consideration being paid in the form of cash. On July 19, 2017, Andina submitted a revised non-binding letter of intent (the “Final LOI”), adjusted to reflect that at least $82.5 million of the total consideration be paid in cash (and, accordingly, more could be paid in cash depending on what funds Andina had available to it at closing). Lazydays agreed to the revised terms and on July 20, 2017, Andina and Lazydays executed the Final LOI, granting Andina exclusivity to negotiate a merger agreement through September 5, 2017.

Given that the total consideration to Lazydays shareholders required a significant cash component, the Andina management team determined that it would need to have additional capital committed outside of the proceeds held in Andina’s trust account. It was determined that the financing commitments would be obtained prior to signing the definitive merger agreement. Therefore, after consultation with Craig-Hallum and EarlyBirdCapital, the Andina management team determined that the most appropriate financing source was a private placement offering in the form of a PIPE Investment. Andina did not consider any alternative financing arrangements.

On July 26, 2017, Andina engaged Craig-Hallum as both its financial advisor and its private placement agent to raise capital through the PIPE Investment in connection with the Lazydays transaction. Andina selected Craig-Hallum as its advisor due to Craig-Hallum’s extensive transaction experience and overall knowledge in both the automotive and dealership industries in the U.S. Craig-Hallum’s engagement was viewed as a complement to the advisory services that EarlyBirdCapital was providing to Andina. Furthermore, Craig-Hallum has a successful history of private placement transactions due to its broad network of institutional investors. Throughout their engagement, Craig-Hallum assisted Andina in preparing valuation analyses and marketing materials for the private placement offering (including an investor presentation which was filed with the Securities and Exchange Commission).

During the following weeks, the parties and their respective representatives and advisors were in regular communication regarding the potential transaction, including the definitive transaction agreements and other matters. Andina engaged legal counsel to conduct legal due diligence and Marcum LLP to conduct a quality of earnings analysis (“QoE”) on Lazydays. At the direction of Andina, Marcum performed customary accounting and financial due diligence procedures requiring the expertise of accountants. The procedures were applied to Lazydays’ financial information for the years ended December 31, 2015 and 2016 and the trailing twelve month period ended June 30, 2017. The specific steps Andina requested Marcum to perform and major areas Andina directed Marcum to address were outlined in a scoping document approved by Andina’s management team. The engagement principally called for Marcum to:

The results of Marcum’s work were communicated to the Andina management team in a draft report that was supplement by oral discussions of the most relevant findings. Examples of observations most critical to Andina are as follows: