SecProbe.io

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        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1901

        (212) 818-8800

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

	November 8, 2013

VIA FEDERAL EXPRESS AND EDGAR

Ms. Pamela A. Long

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Andina Acquisition Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed September 30, 2013

    File No. 001-35436

Dear Ms. Long:

On behalf of Andina Acquisition Corporation
(the “Company”), we respond as follows to the Staff’s comment letter, dated October 25, 2013, relating to the
above-captioned Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”).

Captions and page references in our responses
correspond to the present version of the preliminary proxy statement, a copy of which has been marked to note the changes from
the prior filing made on September 30, 2013. We are also delivering three (3) courtesy copies of such marked Amendment No. 1 to
Erin Jaskot.

Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

Securities and Exchange Commission

Page 2

November 8, 2013

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 registration under the Securities Act of
1933.

The Company will be issuing its securities
to the security holders of C.I. Energia Solar S.A. E.S. Windows (“ES”) and Tecnoglass S.A. (“Tecnoglass”)
pursuant to Regulation D and Regulation S promulgated under the Securities Act of 1933, as amended (“Securities Act”).
Prior to executing the merger agreement, the parties performed a preliminary analysis regarding the security holders of Tecnoglass
and ES to determine whether the foregoing exemptions would be available for the transaction or whether registration under the Securities
Act was required.

Based on this preliminary analysis, it was
determined that the foregoing exemptions were available and that the Company would be issuing its securities to approximately 2
holders under Regulation D (all of which are accredited investors) and approximately 17 holders under Regulation S. Prior to closing,
each holder will be required to provide the necessary written representations to the Company, including, among others, representations
of such holder’s residency, income, net worth and sophistication, for the Company to definitively satisfy itself that the
conditions to using Regulation D and Regulation S, as the case may be, are met. Accordingly, we respectfully believe the issuance
of the Company’s securities pursuant to the contemplated transaction will not require registration under the Securities Act.

 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.

The parties will account for the reorganization
transactions by which Tecnoglass and ES will become wholly owned subsidiaries of Tecnoglass Holdings as a transaction between entities
with common ownership. The transaction has a high degree of common ownership and therefore was accounted for in a manner consistent
with a common control transaction. Accordingly, after the reorganization, Tecnoglass Holdings will reflect the assets and liabilities
of Tecnoglass and ES at their carryover basis.

 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.

The Company currently expects that Marcum
LLP, its independent registered public auditors, will continue as its independent registered public accounting firm following the
closing of the transaction. We have revised the disclosure on page 102 of the Proxy Statement to indicate the foregoing. As a result,
no change in accountants would occur and no Item 4.01 8-K disclosure would be required. However, if this were not to occur and
the Company engaged a different independent registered public accounting firm, the Company will file a Current Report on Form 8-K
that includes Item 4.01 disclosing a change in accountants and providing the information required by Item 304 of Regulation S-K.

Securities and Exchange Commission

Page 3

November 8, 2013

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

Upon consummation of the merger, the Company
will change its fiscal year end to December 31 to correspond with the fiscal year end of Tecnoglass and ES. In accordance with
this anticipated change, the Company has entered into Amendment No. 1 to the merger agreement (as defined in the Proxy Statement),
which modifies all references regarding the Company’s fiscal year end from February 28 to December 31. The amendment has
been filed on a Current Report on Form 8-K under Item 1.01. The Company has disclosed the anticipated change in fiscal year on
page 57 of the Proxy Statement, and has modified, as applicable, references to a February 28 year end for future years throughout
the Proxy Statement.

 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 emerging 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 from 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:

 · If you have elected to opt out of the extended transition period for complying with new or revised accounting standards
pursuant to Section 107(b), include a statement that the election is irrevocable; or

 · 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.

Securities and Exchange Commission

Page 4

November 8, 2013

In addition, consider describing the extent
to which any of these exemptions are available to you as a Smaller Reporting Company.

As explained in detail below, the Company
believes it qualifies as an emerging growth company. We have revised the disclosure on pages 12, 13 and 118 of the Proxy Statement
to include the above-referenced disclosure as requested.

An emerging growth company is defined under
both the Securities Act and the Securities Exchange Act of 1934, as amended (“Exchange Act”), as an issuer who had
total annual gross revenues of less than $1,000,000,000 during its most recently completed fiscal year. Pursuant to Section 101(c)(2)
of the Jumpstart Our Business Startups Act, an issuer does not qualify as an emerging growth company “if the first sale of
common equity securities of such issuer pursuant to an effective registration statement under the [Securities Act] occurred on
or before December 8, 2011.” An issuer who does qualify as an emerging growth company remains so qualified until the earliest
of any of the following events:

 · the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 or more;

 · the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity
securities of the issuer pursuant to an effective Securities Act registration statement;

 · the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt;
and

 · the date on which such issuer is deemed to be a “large accelerated filer”, as defined by Commission rules, or any
successor thereto.

The Company’s first sale of equity
securities pursuant to an effective Securities Act registration statement was consummated on March 22, 2012 and the Company has
not generated any revenue to date. Furthermore, the Company has not issued more than $1,000,000 in non-convertible debt during
the previous 3-year period and does not meet the definition of a “large accelerated filer.” Accordingly, the Company
currently qualifies as an emerging growth company. Notwithstanding the foregoing, due to the lack of operations of the Company
to date, it has not, in the past, relied on the scaled disclosure or other exemptions available to emerging growth companies. However,
it has determined to do so going forward following consummation of the transaction with Tecnoglass and ES.

Securities and Exchange Commission

Page 5

November 8, 2013

In response to the Staff’s comment
regarding the availability of the above exemptions as a smaller reporting company, we note that scaled executive compensation disclosure
as well as exemption from the attestation requirement of Section 404(b), would also be available to the Company as a smaller reporting
company, even if it did not meet the definition of an emerging growth 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 building projects in South Florida...” Where
such information is based 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.

We have revised the disclosure on pages
121 and 122 of the Proxy Statement to clarify that certain information is based on the belief of the management of ES, based on
such management’s experience in the relevant market in which ES operates. The Company is also supplementally providing to
the Staff certain sources for various industry and scientific statistics that are used throughout the Proxy Statement, which have
been marked to highlight the portion or section that contains the information referenced in the Proxy Statement and which include
a cross-reference to the appropriate location in the Proxy Statement.

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.

  We have revised the disclosure on page 1 of the Proxy Statement as requested.

 8. We note that Tecnoglass Holding may terminate the agreement if Andina does not have 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.

We have revised the disclosure on page 2
of the Proxy Statement and elsewhere as appropriate as requested.

Securities and Exchange Commission

Page 6

November 8, 2013

 9. Please quantify here and elsewhere as appropriate the consideration that will be paid to the Tecnoglass Holding shareholders.

We have revised the disclosure on page 1
of the Proxy Statement and elsewhere as appropriate as requested.

Questions and Answers About the Proposals, page 3

 10. Under an appropriate heading or question, please disclose the vote required to approve of each of the proposals that
will be considered at the extraordinary meeting.

  We have revised the disclosure on page 5 of the Proxy Statement as requested.

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.

  We have revised the disclosure on page 6 of the Proxy Statement as requested.

Q: Do I have conversion
rights?, page 5

 12. We note that Andina’s initial shareholders would not participate in the liquidation 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 portion
of the trust account for purposes of determining the amount payable to shareholders who seek conversion, the shares held by the
initial shareholders will also be excluded.

  We have revised the disclosure on page 6 of the Proxy Statement as requested.

Q: What happens
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 explain the basis for the discrepancy in the amount
paid, whether this is pursuant to your articles of association or otherwise.

  We have revised the disclosure on page 8 of the Proxy Statement as requested.

Securities and Exchange Commission

Page 7

November 8, 2013

Summary of the Proxy
Statement, page 10

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

We have revised the disclosure on pages
14 and 15 of the Proxy Statement as requested.

 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 statement as appropriate.

We respectfully direct the Staff to the
third full paragraph under the heading “Summary of the Proxy Statement – Quorum and Vote of Andina Shareholders”
contained on page 19 of the Proxy Statement which contains the requested information. We have separated such disclosure into its
own section to highlight the foregoing information. We have included such disclosure on pages 69 and 70 of the Proxy Statement
as well.

 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 association 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 ad