SecProbe.io

January 10, 2012
 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
Amendment No. 1 to Registrati on Statement on Form S-1
Filed December 28, 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.
 Prospectus Summary, page 1

1. We note your response to comment 3 in our letter dated December 16, 2011.  We re-issue
such comment with respect to the statements noted below.

 “The Andean region…is one of  the fastest developing parts of the world” on pages 2
and 50.

 “Peru has been one of the best performi ng emerging markets over the past decade” on
page 51.

Julio Torres Andina Acquisition Corporation January 10, 2012 Page 2

 Management, page 64

 Directors and Executive Officers, page 64

2. We note your response to comment 11 in our letter dated December 16, 2011.  The
statement regarding a director’s qualification due to his or her “contacts in the private
sector” continues to be too gene ric.  Please either remove su ch statement or specifically
describe the types of contacts each director has in the private sect or that led to your
conclusion 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 Disclosu re Interpretations
(Regulation S-K).
 Exhibit 4.2

3. It appears that you filed the sp ecimen unit certificat e, instead of the specimen ordinary
share certificate.  Please file the specimen ordinary share certificate.

Exhibit 5.2

4. Please clarify in the first paragraph that Gr aubard Miller is acti ng as counsel to the
company and file an executed copy of counsel’s opinion.

Item 17.  Undertakings, page II-3

5. We note your response to comment 16 in our letter dated December 16, 2011.  The
undertaking required by Item 512(a)(5)(ii) of Regulation S-K must be included because
you may file a prospectus that includes info rmation that was not omitted in reliance on
Securities Act Rule 430A, and such prospect us must be deemed to be part of and
included in the registration statement.  Please revise.

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.

Julio Torres Andina Acquisition Corporation January 10, 2012 Page 3

 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