SecProbe.io

October 25, 2013

Via E -mail
B. Luke Weil
Chief Executive Officer
Andina Acquisition Corporation
Carrera 10 No. 28 -49
Torre A. Oficina 20 -05
Bogota, Colombia

Re: Andina  Acquisition Corporation
 Preliminary Proxy Statement on Schedule 14 A
Filed September 30, 2013
File No. 001 -35436

Dear Mr. Weil :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o 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 filing and the information you provide in
response to these  commen ts, we may have  additional comments.

General

1. We note that Tecnoglass Holdings shareholders will receive 17,525,000 ordinary shares of
Andina upon closing of the merger and an additional 3 million ordinary shares to be released
after closing based on the achievement of specified targets.  Please provide us with your
analysis of why your issuance of ordinary shares does not require registrat ion under the
Securities Act of 1933.

2. Please disclose and discuss how you will account for the reorganization of Tecnoglass and
ES into Tecnoglass Holdings.  Please address whether there is a related party relationship and
how that will impact the reorganization.

B. Luke Weil
Andina Acquisition  Corporation
October 25, 2013
Page 2

 3. To the extent that this merger is approved and consummated, please confirm that you will file
an Item 4.01 8 -K to disclose a change in accountants as required by Item 304 of Regulation
S-K.

4. Please disclose what your f iscal year end will be upon completion of the merger.

5. We note your disclosure on page 100 that you have provided certain scaled disclosure
available to emerging growth companies.  Please advise us if you believe you qualify as an
emergin g growth company.  To the extent  you do, please include the following disclosure in
the proxy statement:

 Disclose that you are an emerging growth company;
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions fr om
Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b) of the
Securities Exchange Act of 1934; and
 State , both in your proxy statement  and in your next periodic or other report that you file with
the Commission,  your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition period for comply ing with
new or revised accounting standards pursuant to Section 107(b), include a statement
that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section  102(b)(1), provide a risk factor explaining
that this election allows you to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies until
those standards apply to private companies.  Please state in your risk factor that, as a
result of this election, your financial statements may not be comparable to companies
that comply with public company effective dates.  Include a similar statement in your
critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available to
you as a Smaller Reporting Company.

6. We note your use of various industry and scientific statistics  throughout the proxy statement.
For example, on page 116, you have disclosure that “ES has participated in 80% of the high
rise bu ilding projects in South Florida …”  Where such information is bas ed upon
management’s belief, please indicate that this is the case and also provide an explanation for
the basis of your belief.  If this information is based upon other sources  please provide us
with copies of these sources clearly marked to highlight the  portion or section that contains
this information and cross -reference it to the appropriate location in your filing.

B. Luke Weil
Andina Acquisition  Corporation
October 25, 2013
Page 3

 Summary  of the Material Terms of the Merger , page 1

7. Please disclose that public shareholders may elect to convert their shares for cash, including
the pro rata portion of the trust account that shareholders will receive for each share
redeemed.

8. We note that Tecnoglass Holding may terminate the agreement if Andina does not ha ve cash
on hand of at least $33.5 million  after paying converting shareholders.  Please also disclose
that the merger may only be consummated if holders of no more than 3,674,999 of the public
shares demand conversion. Please also disclose here and elsewhere as appropriate the
maximum  number of shares that can be converted so that Andina continues to have cash on
hand of at least $33.5 million.

9. Please quantify here and elsewhere as appropriate t he consideration that will be pa id to the
Tecnoglass Holding shareholders.

Questions and Answers About the Proposals, page 3

10. Under an appropriate heading or question, p lease disclose the vote required to approv e of
each of the proposals that will be conside red at the extraordinary meeting.

Q: How will Andina’s initial stockholders vote in connection with the merger proposal?, page 5

11. Please disclose the number of public shares that must vote in favor of the merger proposal for
it to be approved.

Q:  Do I have conversion rights?, page 5

12. We note that  Andina ’s initial shareholders would  not participate  in the liquid ation  of the trust
account , and that the public shareholders would be entitled to a full pro rata share.  Please
clarify whether,  in determining the pro rata por tion of the trust account for purposes of
determining the amount payable to shareho lders who seek conversion , the shares held by the
initial shareholders will also be exclud ed.

Q:  What h appens if the merger is not consummated?, page 7

13. We note your disclosure stating that in the event that you liquidate the trust account, holders
that voted in favor or the merger will receive less than holders that voted against the merger.
Please explai n the basis for the discrepancy in the amount paid, whether this is pursuant to
your articles of association or otherwise.

B. Luke Weil
Andina Acquisition  Corporation
October 25, 2013
Page 4

 Summary of the Proxy Statement, page 10

14. Please consider includ ing a diagram of the ownership structure of the company following
consu mmation of the merger.  Please explain any assumptions made with respect to the
number of shareholders who elect to convert their shares into cash.

15. Please disclose which  proposals  are conditioned on the approval of other proposals that will
be considered at the extraordinary general meeting , here and elsewhere in the proxy
statemen t as appropriate.

16. Please explain why  you are putting forth  the fourth proposal being considered at the
Extraordinary General Meeting , and disclose what  matters  other than the name change and
removal of inapplicable provisions would be incorporated  into the amendment and
restatement of the seconded amended and restated charter . We note that your second proposal
seeks to amend the memorandum and articles of associat ion to change your name and the
third proposal amends your memorandum and articles of association to delete provisions that
are no longer applicable following the merger .  It is unclear why an additional proposal (the
fourth) is necessary to delete  the amended articles of association in its entir ety and replace  it
with a third amended and restated memorandum and articles of association.

Tecnoglass and ES , page 11

17. Please revise your disclosure here and elsewhere as appropriate to explain the relationship of
Tecnoglass and ES.

The Merger Proposal, page 12

18. Please disclose that your board of directors determined the fair market value of Tecnoglass
and ES without seeking a third -party valuation.

Note Convertibility Proposal, page 14

19. We note your disclosure that officers, directors, initial shareholders and their affiliates may
loan additional funds to Andina “in order to fund Andina ’s pre -merger activities. ”  Please
clarify whether this would  include providing additional  cash to Andina to ensure that the cash
condition  to the merger is met, particularly  in the event that Andina  must use cash to satisfy
conversion elections by Andina public shareholders .

Conversion Rights, page 17

20. In the fifth paragraph, please clarify, if true, that you are referring to the consideration
payable under conversion rights  for any holder of public shares .  We note disclosure  in the
first paragraph that p ublic shareholders may seek to convert their shares regardless of
whether they vote for or against the merger.  Similarly, in the seventh paragraph, you discuss

B. Luke Weil
Andina Acquisition  Corporation
October 25, 2013
Page 5

 the liquidation  rights of holders of public  shares who vote in favor of the me rger.  Please
clarify whether public holders who  vote against the merger may do so without also exercis ing
conversion rights , and if so, whether they  and other public shareholders who may have
abstained from voting would also be entitled to a full pro rata share of the trust upon
liquidation.

Risk Factors, page 30

21. Please revise each sub heading to ensure it reflects the risk that you discuss in the text. Many
of your subheadings either merely state a fact about your business or describe an event that
may occur in the future.  For example, we note that your risk  factor subheadings simply
stating  that “Tecnoglass Holding is subject to regional and national economic conditions” or
“Tecnoglass Holding is subject to fluctuations in the prices of its raw materials.”  Please
review your risk factor section and revise  all subheadings as necessary.

22. Please revise your risk factors to explain how the material risks discussed are specific to your
company.  For example, your risk factors cite general risks such as fluctuations in raw
materials, changes in the home buildin g industry, equipment failures and fluctuation i n the
new construction industry  but you do not explain how these risks have historically impacted
or may impact your specific operations.  Please revise your risk factors throughout this
section accordingly.

Subject to the consummation of  the merger, Tecnoglass Holding may be required . . . , page 35

23. Please disclos e whether there is any specific write -down, write -off, restructuring or
impairment charge that you anticipate will occur prior to consummation of the merger and
that may have a material effect on your financial condition or results of operations.

Nasdaq may delist Andina’s ordinary shares and warrants from quotation on its exchange . . .,
page 40

24. We note that you requested a hearing to appeal Nasdaq’s determination that you are  not in
compliance with the Minimum Public Holders Rule.  Please explain the potential risks to
consummation of the merger if Nasdaq delists your securities.

Background of the Merger, page 55

25. On page 56  you disclose that during January 2013 Ms. Byorum re viewed certain summary
information from Correval concerning Tecnoglass Holding .  Please tell us whether the
summary information was materially related to the transaction.  Please note that if a report,
opinion or appraisal materially related to the transac tion has been received from an outside
party and is referred to in the proxy statement , your disclosure must provide the information
required by Item 1015(b) of Regulation M -A with respect to such report, opinion or
appraisal.  See Item 14(b)(6) of Schedule 14A .

B. Luke Weil
Andina Acquisition  Corporation
October 25, 2013
Page 6

26. Please explain the specific improvement in  Tecnogl ass Holding’s business prospect s that
resulted in Andina ’s offering  increased  consideration on April 8, 2013, as disclosed on page
56.

27. Please provide expanded disclosure regarding the negotiations of t he material terms of the
merger agreement.  We note that you r discussion states that throughout the negotiations the
parties discussed “certain terms” and “various provisions” but you do not specifically
describe the terms and the positions taken by the pa rties involved in the meetings or describe
why the board ultimately agreed on the material terms of the agreement.

28. Please explain what was discussed at the August 15, 2013 meeting of Andina’s board of
directors, including the discussion of the search for a merger candidate, the “dynamics” of
the Tecnoglass transaction and the “considerable review and discussion” that led to the
board’s recommendation of the merger agreement.

Andina’s Board of Directors’ Reasons for Approval of the Merger, page 57

29. Please  expand you r disclosure in this section to discuss the specifics of certain factors
considered by the board such as the “significant investment” that would increase bonding
capacity and the “strong backlog.”  We note for example the discussion of the $100 m illion
increase in post -transaction bonding capacity that is  included in your exhibit filed with your
Current Report on Form 8 -K filed on September 25, 2013.

30. We note your disclosure on page 59 that Tecnoglass Holding would be the first “high -
growth” Lat in American -based entity to be listed on Nasdaq.  Please explain the basis for this
statement, including what is meant by the term “high -growth.”

Projections Furnished by Tecnoglass Holding to Andina, page 60

31. We note the statement on page 60 cautioning i nvestors “not to rely ” on the projections in
making a decision regarding the transaction  and the language that “reliance should not be
placed on the projections .”  While it may be acceptable to include qualifying language
concerning the projections, you sh ould not state that investors cannot rely on the disclosure.
Please revise accordingly.

Comparable Company Analysis, page 62

32. Please revise to disclose the  methodology and criteria used in selecting the comparable
companies.  Please also disclose the underlying data for each of the comparable companies
that was used to calc ulate the equity valuation range and explain how you determined to use
a 10% discount in your calculation.

B. Luke Weil
Andina Acquisition  Corporation
October 25, 2013
Page 7

 Satisfaction of 80% Test , page 62

33. Please further revise your disclosure to explain how you valued Tecnoglass Holding at $243
million.  For example, we note that the board used a multi ple that was derived from share
prices of other public co mpanies. Please identify the other public companies used in your
analysis, including the share prices used to calculate the multiples .  Similarly, we note  that
the board  also used quantitative factors in the valuation.  Please describe the specific
quantit ative factors including how you evaluated the factors to reach the final valuation
amount.

Unaudited Pro Forma Condensed Combined Financial Statements, page 74

34. We note that Tecnoglass and ES will combine prior to consummating the merger with
Andina.  In order to accurately reflect this in y our pro forma financial information, please
revise your tabular disclosure to add a column which shows the merger of Tecnoglass and ES
with appropriate pro forma adjustments prior to showing the merger with Andina.

Executive Officer and Director Compensation, page 100

Executive Officer and Director Compensation of Tecnoglass and ES, page 100

35. Please explain why you believe it  is appropriate to provide combined disclosure pursuant to
Ite