SecProbe.io

December 16, 2011
 Via E-mail

Julio Torres Co-Chief Executive Officer Andina Acquisition Corporation
Carrera 10 No. 28-49
Torre A. Oficina 20-05 Bogota, Colombia
Re: Andina Acquisition Corporation
Registration Statement on Form S-1 Filed November 18, 2011
  File No. 333-178061

Dear Mr. Torres:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please file or submit all of your exhibits w ith your next amendment, or as soon as
possible.  Please allow us sufficient time to  review such exhibits prior to requesting
acceleration of the effectiveness of  the registration statement.

2. Prior to the effectiveness of the registration statement, please arrange to have FINRA call
us or provide us with a letter indica ting that FINRA has cleared the offering.

3. With respect to statements regarding the co mpetitive position or economic growth of the
Andean region and/or a specific country, pl ease disclose whether such statements
represent your management’s reas onable belief or are attributab le to third-party sources.
If they represent your management’s belief, then  please disclose the basis for such belief.

Julio Torres Andina Acquisition Corporation December 16, 2011 Page 2

 If they are attributable to third-party sour ces, then please disclose the name of such
sources.
 Prospectus Summary, page 1

4. Please disclose whether any tender offer that  you may engage in would be commenced
prior to or after the consummation of  your initial busin ess transaction.

5. Please disclose in the Summary that unlike many blank check companies, you are not
required to acquire a target with a valuation equal to a certain percentage of the amount
held in the trust account and that you may consummate a business combination with a
target whose enterprise value is significantl y less than the amount of money held in the
trust account. Also disclose whether you plan  to have any minimum size valuation and
what you plan to do with any remaining funds.

6. We note the statement first appearing in the fourth sentence, first paragraph on page 4
that if you seek shareholder approval for your initial business combination, then such
transaction will be consummated only if a major ity of the shares voted are voted in favor
of the transaction.  Please tell us how this statement complies with the requirements of
the Companies Law, which you state in the sixth paragraph on page 77 as requiring
approval of shareholders “repre senting three-quarters in valu e of the shareholders voting
together as one class” for mergers or cons olidations.  Please also clarify whether the
statement that the “shareholder resolution [b e] approved by a majority in number” means
majority of shares voted or ma jority of shares outstanding.
 Liquidation if no business combination, page 15

7. Please file the agreement pursuant to which Mr. Weil has agreed to be personally liable to
ensure that the proceeds in th e trust account are not reduced  by the claims of target
business or vendors or other en tities that are owed money.
 Risk Factors, page 20

 Risks Associated with Our Business, page 20

 An investor will be able to  exercise a warrant…, page 24

8. We note the statement that you expect to be listed on a national securi ties exchange at the
time that the warrants become exercisable.  We also note that you are applying for the
quotation of your units, ordinary shares and warrants on the OTC Bulletin Board.  Please
provide us with your analysis for why you believe you will be listed on a national
securities exchange at the time the warrant s become exercisable in light of Section
102.01F of the New York Stock Exchange Li sted Company Manual and Rule 5110(c) of
the NASDAQ Stock Market Rules.

Julio Torres Andina Acquisition Corporation December 16, 2011 Page 3

Dilution, page 44

 9. Please revise to correct the amount of pro forma net tangible book value at November 8,
2011 disclosed in the second paragraph on page 44.
 Proposed Business, page 49

 Comparison to Offerings of Blank Check Companies Subject to Rule 419, page 61

10. Please remove the statement that you will be listed on a national securities exchange
because the OTC Bulletin Board is no t a national securities exchange.
 Management, page 64

 Directors and Executive Officers, page 64

11. Please disclose specifically the “operationa l experience,” “business experience” and
“extensive contacts” for each di rector that led to your conc lusion that such director
should serve on your board of directors.  See Item 401(e)(1) of Regulation S-K and
Question 116.05 in our Compliance and Disclo sure Interpretations  (Regulation S-K).
 Principal Shareholders, page 69

12. Please include in the beneficial ownership table the table the person who has sole or
shared voting and/or dispositive power with respect to shares held by each of Child’s Trust f/b/o Francesca Weil u/a dated March 4, 2010 and Child’s Trust f/b/o Alexander
Weil u/a dated March 4, 2010.  See Instruc tion 2 to Item 403 of Regulation S-K.
 Description of Securities, page 74

 Amended and Restated Memorandum a nd Articles of Association, page 79

13. Please clearly state whether the percentage of  votes needed to amend your memorandum
and articles of association is  two-thirds of your outstanding ordinary shares or 90% of
your outstanding ordinary shares.  The curren t disclosure implies that despite the 90%
threshold in your memorandum and articles of association, the Companies Law still
permits your memorandum and articles of asso ciation to be amended by the vote of two-
thirds of your outstandi ng ordinary shares.

14. Please disclose whether there are any pr ovisions in your amended and restated
memorandum and articles of association th at will apply to you until you consummate
your initial business combinati on and that may not be amended until such consummation,
even if you receive the requisi te votes for an amendment.

Julio Torres Andina Acquisition Corporation December 16, 2011 Page 4

Note 2 – Significant Accounting Policies, page F-9

 Subsequent Events, page F-11

15. Please disclose the date through which subseque nt events have been evaluated.  Refer to
ACS 855-10-50-1a.
 Item 17.  Undertakings, page II-3

16. Please provide the undertaking re quired by Item 512(a)(5 )(ii) and (a)(6)(iv) of Regulation
S-K.
 Signatures, page II-5

17. Please include the signature of your duly author ized representative in  the United States.
See Securities Act Section 6(a) and In struction 1 under Signatures on Form S-1.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed

Julio Torres Andina Acquisition Corporation December 16, 2011 Page 5

 public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Tony Watson at (202) 551-331 8 or Jason Niethamer at (202) 551-3855
if you have questions regarding comments on the financial statements and related matters.
Please contact Charles Lee at (202) 551-3427, Brigitte Lippmann at ( 202) 551-3713 or me at
(202) 551-3720 with any other questions.
Sincerely,
   /s/ Brigitte Lippmann    for
Mara L. Ransom Assistant Director
 cc: A. Lorne Weil  Andina Acquisition Corporation   Jeff Gallant
 Graubard Miller