UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 519, 2021

ANDOVER NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-55882	83-2216345
(State of Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

333 Avenue of the Americas, Suite 2000
Miami, FL		33131-2185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (786) 871-3333

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

¨ Written communications pursuant to Rule 425 under the Securities Act ~~(17 CFR 230.425)~~

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ~~(17 CFR 240.14a-12)~~

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ~~(17 CFR 240.14d-2(b))~~

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ~~(17 CFR 240.13e-4(c))~~

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not Applicable		Not Applicable		Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Disclosure

On October 19, 2021, Andover National Corporation (ethe “Company”) released a letter from the Company’s Executive Chairman and Chief Executive Officer (the “Chairman’s Letter”) to the Company’s stockholders. A copy of the Chairman’s Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~October~~information 5,reported ~~2021,~~under ~~the~~this ~~board~~Item 7.01 of ~~directors~~Form ~~(the~~8-K, ~~“Board”)~~including ofExhibit ~~Andover~~99.1, ~~National~~is ~~Corporation~~being ~~(the~~furnished ~~“Company”)~~and ~~granted~~shall ~~performance~~not ~~restricted~~be ~~stock units~~deemed (to be “~~PSUs~~filed”) tofor the ~~following~~purposes ~~directors,~~of ~~officers~~Section 18 ~~and advisors~~ of the ~~Company~~Securities inExchange ~~exchange~~Act ~~for the cancellation~~ of ~~previously issued~~1934, ~~and~~as ~~unvested~~amended ~~restricted stock units~~ (the “~~RSUs~~Exchange Act”)., ~~The~~or ~~PSUs~~otherwise ~~add~~subject ato ~~performance~~the ~~vesting~~liabilities ~~condition~~of ~~that will only be satisfied~~such ~~upon~~section, ~~the~~nor ~~occurrence~~shall ofsuch ainformation ~~“Liquidity~~be ~~Event”~~deemed ~~(as~~incorporated ~~defined~~by reference in ~~the~~any ~~PSU~~filing ~~Agreement~~under ~~to include~~ the ~~listing~~Securities ofAct ~~a class~~ of ~~the~~1933, ~~Company’s equity~~as ~~securities~~amended, ~~on a national securities exchange~~ or the ~~occurrence~~Exchange ofAct, aexcept ~~Change of Control (~~as ~~defined~~shall inbe ~~the~~expressly ~~Andover~~set ~~National~~forth ~~Corporation 2019~~by ~~Equity~~specific ~~Incentive~~reference ~~Plan~~in ~~(the~~such ~~“Plan”))):~~ filing.

Name	Position	Cancelled RSUs		New PSUs
Peter A. Cohen	Chief Executive Officer and Executive Chairman of the Board of Directors		41,667		52,085
Jeffrey C. Piermont	President, Chief Operating Officer, Secretary and Director		39,583		49,481
Milun Patel	Chief Financial Officer		47,538		59,424
Rehana S. Farrell	Director		4,375		5,470
Jules B. Kroll	Director		4,375		5,470
William Greenblatt	Director		7,500		9,375
Joshua Pechter	Director		7,500		9,375
George Blumenthal	Senior Advisor		12,500		15,626

The Chairman’s Letter contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that describe future outcomes or expectations that are usually identified by words such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “forecast,” “believe,” and “anticipate” and include, for example, any statement made regarding the Company's future results. Actual results may differ materially as a result of various risks and uncertainties, including the risks and uncertainties expressed in the cautionary statements and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company may not be able to predict and may have little or no control over many factors or events that may influence its future results and, except as required by law, shall have no obligation to update any forward-looking statements.

The PSUs were granted under the Plan. Each PSU represents a contingent right to receive one share of the Company’s Class A common stock. In addition to the performance vesting condition described above, the grants are also subject to time-based vesting conditions set forth in the individual PSU agreements.

The foregoing description of the PSUs does not purport to be complete and is qualified in its entirety by reference to the form of PSU Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Performance Restricted Stock Unit Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The following exhibits are included with this Current Report on Form 8-K:

99.1

Chairman’s Letter dated October 19, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDOVER NATIONAL CORPORATION
Date: October 5, 2021	By:	/s/ Jeffrey C. Piermont
Date: October 19, 2021	By:	/s/ Peter A. Cohen
	Name:	~~Jeffrey~~Peter CA. ~~Piermont~~Cohen
	Title:	~~President and~~ Chief ~~Operating~~Executive Officer

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