Specimen Unit Certificate

EX-4.1 3 ex4-1.htm

 

         NUMBER       UNITS
           
U-_____________        
           

SEE REVERSE FOR

CERTAIN DEFINITIONS

 ANDINA ACQUISITION CORP. III  

 

CUSIP G04415 116

 

UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE REDEEMABLE WARRANT

 

This Certifies that  

 

is the owner of    Units.

 

Each Unit (“Unit”) consists of one (1) ordinary share, par value $0.0001 per share (“Ordinary Share(s)”), of Andina Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), one right (the “Right(s)”) and one redeemable warrant (the “Warrant(s)”). Each Right entitles the holder thereof to receive one-tenth (1/10) of an Ordinary Share upon consummation of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination (“Business Combination”). Each whole Warrant entitles the holder to purchase one (1) ordinary share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of a Business Combination and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares, Rights and Warrants comprising the Units represented by this certificate are not transferable separately prior to the 52nd day after the date of the prospectus relating to the Company’s IPO, subject to earlier separation in the discretion of Cowen and Company, LLC provided that the Company has filed with the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading will begin. The terms of the Rights and Warrants are governed by a Rights Agreement and Warrant Agreement, each dated as of _______, 2018, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent and Warrant Agent, respectively, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Rights Agreement and Warrant Agreement are on file at the office of Continental Stock Transfer & Trust Company at One State Street, 30th Floor, New York, New York 10004, and are available to any Right or Warrant holder, respectively, on written request and without cost.

 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

 

By                       
Chairman of the Board       Secretary

 

   
 

 

Andina Acquisition Corp. III 

 

The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM – as tenants in common UNIF GIFT MIN ACT - _____ Custodian ______
TEN ENT – as tenants by the entireties                                           (Cust)                   (Minor)
JT TEN – as joint tenants with right of survivorship                              under Uniform Gifts to Minors
  and not as tenants in common                             Act _________________                         
                                                     (State)                                     

 

Additional abbreviations may also be used though not in the above list.

 

For value received, ___________________________ hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER  
IDENTIFYING NUMBER OF ASSIGNEE  
   
   
   
   

 

 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
 
 
 
 
 
Units

 

represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

  Attorney
to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

 

Dated        
       
      Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed:

 

     
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).  

 

The holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account with respect to the ordinary shares underlying this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in the Corporation’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.