UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE
SECURITIES EXCHANGE ACT OF 1934
ANDINA ACQUISITION CORP. III
(Exact Name of Registrant as Specified
in Its Charter)
Cayman
Islands
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N/A
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(State
of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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Calle
113 # 7-45 Torre B
Oficina
1012
Bogotá,
Colombia
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N/A
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(Address
of Principal Executive Offices)
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(Zip
Code)
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following box. [X]
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If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. [ ]
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Securities
Act registration statement file number to which this form relates:
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333-228530
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(If
applicable)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
to
be Registered
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Name
of Each Exchange on Which
Each
Class is to be Registered
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Units,
each consisting of one ordinary share, one right and one redeemable warrant
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The
Nasdaq Stock Market LLC
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Ordinary
shares, par value $0.0001 per share
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The
Nasdaq Stock Market LLC
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Rights
to receive one-tenth of one Ordinary Share
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The
Nasdaq Stock Market LLC
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Redeemable
warrants, exercisable for ordinary shares at an exercise price of $11.50 per share
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The
Nasdaq Stock Market LLC
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Securities
to be registered pursuant to Section 12(g) of the Act:
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None
(Title of Class)
Item
1. Description of Registrant’s Securities to be Registered.
The
securities to be registered hereby are the units, ordinary shares, rights and redeemable warrants of Andina Acquisition Corp.
III (the “Company”). The description of the units, ordinary shares, rights and warrants contained under the heading
“Description of Securities” in the registration statement initially filed with the Securities and Exchange Commission
on November 23, 2018, as amended from time to time (File No. 333-228530) (the “Registration Statement”) to which this
Form 8-A relates is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement
that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
Item
2. Index to Exhibits.
3.1
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Memorandum and Articles of Association (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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3.2
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Form of Amended and Restated Memorandum and Articles of Association (included in Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on January 4, 2019).
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4.1
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Specimen Unit Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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4.2
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Specimen Ordinary Share Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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4.3
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Specimen Right Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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4.4
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Form of Right Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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4.5
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Specimen Warrant Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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4.6
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Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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10.1
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Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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10.2
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Form of Registration Rights Agreement (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228530) filed on December 31, 2018).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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ANDINA ACQUISITION CORP. III
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Date:
January 23, 2019
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By
:
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/s/ Julio A. Torres
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Julio
A. Torres
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Chief
Executive Officer
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