10-K/A 1 v347918_10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

 

AMENDMENT NO. 1

TO

FORM 10-K

 

(Mark One)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2013

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to ______________

 

Commission File Number 001-35436

 

ANDINA ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands N/A
(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

 

 

Carrera 10 No. 28-49, Torre A. Oficina 20-05, Bogota, Colombia  
(Address of Principal Executive Offices) (Zip Code)

 

57-1-281-1811

(Registrant’s Telephone Number, Including Area Code)

 

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

 

Title of each class Name of each exchange on which registered
   
Ordinary Shares, par value $0.0001 per share The NASDAQ Stock Market LLC
   
Warrants, each to purchase one Ordinary Share The NASDAQ Stock Market LLC
   
Units, each to purchase one Ordinary Share and One Warrant The NASDAQ Stock Market LLC

  

 
 

 

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

 

None

_____________________

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

As of August 31, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $40,396,800 based on its last reported sales price of $9.60 on Nasdaq Capital Market.

 

As of June 10, 2013, there were 5,250,000 ordinary shares, $0.0001 par value per share, outstanding.

 

Documents Incorporated by Reference: None.

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 10-K of Andina Acquisition Corporation (the “Company”) for the period ended February 28, 2013 is filed solely for the purpose of filing Exhibit 10.8. Item 15 of the original Annual Report on Form 10-K filed on June 13, 2013 (the “Original Filing”) is restated herein in its entirety. Other than the foregoing, no changes have been made to the Original Filing.

 

The certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 31 and 32, respectively, to the Original Filing, have been re-executed and re-filed as of the date of this Amendment No. 1.

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this Form 10-K:

 

  (1) Consolidated Financial Statements:

 

    Page*
  Report of Independent Registered Public Accounting Firm 37
  Balance Sheets 38
  Statements of Operations 39
  Statements of Changes in Shareholders’ (Deficit) Equity 40
  Statements of Cash Flows 41
  Notes to Financial Statements 42-56

 

* Page references in this index are to the Original Filing.

 

  (2) Financial Statement Schedules:

 

None.

 

  (3) The following exhibits are filed as part of this Form 10-K/A

 

Exhibit No.  Description Included Form Filing Date
3.1 Amended and Restated Memorandum and Articles of Association. By Reference S-1/A March 15, 2012
4.1 Specimen Unit Certificate. By Reference S-1/A February 28, 2012
 4.2 Specimen Ordinary Share Certificate. By Reference S-1/A January 23, 2012
 4.3 Specimen Warrant Certificate. By Reference S-1/A December 28, 2011
 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. By Reference 8-K March 22, 2012
 4.5 Form of First Unit Purchase Option issued to EarlyBirdCapital, Inc. By Reference S-1/A March 12, 2012
 4.6 Form of Second Unit Purchase Option issued to EarlyBirdCapital, Inc. By Reference S-1/A March 7, 2012

 

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Exhibit No.  Description Included Form Filing Date
10.1 Form of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and each of the Registrant’s Officers, Directors and Initial Shareholders. By Reference S-1/A March 2, 2012
10.2 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. By Reference S-1/A March 15, 2012
10.3 Form of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Shareholders. By Reference S-1/A March 12, 2012
10.4 Promissory Note issued to A. Lorne Weil. By Reference S-1/A November 18, 2011
10.5 Form of Registration Rights Agreement among the Registrant and the Initial Shareholders. By Reference S-1/A March 7, 2012
10.6 Form of Subscription Agreements among the Registrant, Graubard Miller and the Purchasers of Private Placement Warrants. By Reference S-1/A March 7, 2012
10.7 Merger and Acquisition Agreement between the Company and EarlyBirdCapital, Inc. By Reference S-1/A March 12, 2012
10.8 Advisory Services Agreement between the Company and Morgan Joseph TriArtisan LLC Herewith    
10.9 Promissory Note issued to A. Lorne Weil 2006 Irrevocable Trust - Family Investment Trust. By Reference 10-K June 13, 2013
24 Power of Attorney (included on signature page of this Form 10-K). By Reference 10-K June 13, 2013
31 Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herewith    
32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Herewith    
99.1 Form of Audit Committee Charter. By Reference S-1/A January 23, 2012
99.2 Form of Nominating Committee Charter. By Reference S-1/A January 23, 2012

 

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Exhibit No. Description Included Form Filing Date
101.INS XBRL Instance Document By Reference 10-K June 13, 2013
101.SCH XBRL Taxonomy Extension Schema By Reference 10-K June 13, 2013
101.CAL XBRL Taxonomy Extension Calculation Linkbase By Reference 10-K June 13, 2013
101.DEF XBRL Taxonomy Extension Definition Linkbase By Reference 10-K June 13, 2013
101.LAB XBRL Taxonomy Extension Label Linkbase By Reference 10-K June 13, 2013

  

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SIGNATURES

 

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 17th day of June, 2013.

 

  ANDINA ACQUISITION CORPORATION
       
       
  By: /s/ B. Luke Weil  
    B. Luke Weil  
    Chief Executive Officer  
    (Principal executive officer and Principal financial and accounting officer)  

  

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name Title Date

/s/ B. Luke Weil

B. Luke Weil

 Chief Executive Officer June 17, 2013

 

*

Julio A. Torres

 

Director

 June 17, 2013

 

*

Eduardo Robayo

 

Director

 June 17, 2013

 

 

Rudolf M. Hommes

 

Director

  

 

*

Martha Byorum

 

Director

 June 17, 2013

 

*

A. Lorne Weil

 

Director (Non-Executive Chairman)

 June 17, 2013

 

 

* By B. Luke Weil, Power of Attorney

 

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