SecProbe.io

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 Tecnoglass
Inc.

 3550
NW 49th Street

 Miami,
Florida 33142

 May
5, 2026

 Division
of Corporation Finance

 Office
of Manufacturing

 Securities
and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Tecnoglass
 Inc.

 Registration
 Statement on Form S-4

 File
 No. 333-295217

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Tecnoglass Inc. hereby requests that the effectiveness of the above-referenced
Registration Statement be accelerated so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Friday,
May 8, 2026, or as soon thereafter as practicable.

 Sincerely,

 /s/
 Jose Daes

 Jose
 Daes, Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 27, 2026

Jose Daes
Chief Executive Officer
Tecnoglass Inc.
3550 NW 49th Street,
Miami, Florida 33142

 Re: Tecnoglass Inc.
 Registration Statement on Form S-4
 Filed April 21, 2026
 File No. 333-295217
Dear Jose Daes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Jeffrey M. Gallant
</TEXT>
</DOCUMENT>

November 6, 2018
Santiago Giraldo
Chief Financial Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores, Barranquilla
Colombia
Re:Tecnoglass Inc.
Registration Statement on Form S-3
File No. 333-227898
Filed October 19, 2018
Dear Mr. Giraldo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate McHale at (202) 551-3464 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
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Tecnoglass
Inc.

Avenida
Circunvalar a 100 mts de la Via 40

Barrio
Las Flores, Barranquilla

Colombia

November
6, 2018

VIA
EDGAR

Ms.
Kathryn McHale

Office
of Manufacturing and Construction

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street NE

Washington,
DC 20549

    RE:
    Tecnoglass
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-227898

Dear
Ms. McHale:

Tecnoglass
Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 p.m., Thursday, November 8, 2018, or as soon thereafter as practicable.

    Very truly yours,

    TECNOGLASS INC.

    By:
    /s/
    Santiago Giraldo

    Name:
    Santiago Giraldo

    Title:
    Chief Financial Officer

CORRESP
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Tecnoglass
Inc.

Avenida
Circunvalar a 100 mts de la Via 40

Barrio
Las Flores, Barranquilla

Colombia

(57)(5)3734000

September
27, 2016

VIA
EDGAR

Mr. Jay Ingram

Legal
Branch Chief

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Tecnoglass
    Inc. (the “Company”)

    Registration
    Statement on Form S-1

    File
    No. 333-213735 ( the “Registration Statement”)

Ladies
and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 P.M., September 29,
2016, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement,
the Company acknowledges the following:

(1)
Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

(2)
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

(3)
The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities law of the United States.

    Very truly yours,

    TECNOGLASS INC.

    By:
    /s/
    Jose M. Daes

    Jose
    M. Daes, Chief Executive Officer

Mail Stop 4631       September 27 , 2016

Via E -Mail
Jose Dias
Chief Executive Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

Re: Tecnoglass  Inc.
 Registration Statement on Form S-1
Filed September 21 , 201 6
  File No.  333-213735

Dear Mr. Dias:

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending registrati on
statement please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 and 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 requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Jose Dias
Tecnoglass Inc.
September 2 7, 2016
Page 2

 of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities.

You may contact David Korvin at 202 -551-3236 or me at 202 -551-3397 with a ny
questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E -Mail
Jeffrey Gallant
Graubard Miller

CORRESP
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Tecnoglass Inc.

Avenida Circunvalar a 100 mts de la Via
40

Barrio Las Flores, Barranquilla

Colombia

(57)(5)3734000

August 2,
2016

VIA EDGAR

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Tecnoglass Inc. (the “Company”)

Registration Statement on Form S-4

File
No. 333-205586 (the "Registration Statement")

Dear Mr. Ingram:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 P.M., August 4, 2016, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:

(1)         Should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

(2)         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

(3)         The
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities law of the United States.

    Very truly yours,

    TECNOGLASS INC.

    By:
    /s/ Jose M. Daes

    Jose M. Daes, Chief Executive Officer

CORRESP
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        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

July 29, 2016

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Tecnoglass Inc.

    Amendment No. 3 to Registration Statement on Form S-4

    Filed June 28, 2016

    File No. 333-205586

    Form 10-K for the Fiscal Year Ended December 31, 2015

    Filed May 31, 2016

    Form 10-K for the Fiscal Year Ended December 31, 2014

    Filed April 15, 2015

    File No. 1-35436

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated July 25, 2016, relating to the above-captioned Amendment No. 3
to Registration Statement on Form S-4 (“Registration Statement”). Captions and page references herein correspond to
those set forth in Amendment No. 4 to the Registration Statement, a copy of which has been marked with the changes from Amendment
No. 3 to the Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to David Korvin.

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

July 29, 2016

Page 2

Note 7 Debt, page FS-51

 1. We note your disclosure in your form 10-Q for the period ended March 31, 2016 that certain obligations include covenants
and events of default including requirements that the Company maintain a minimum debt to EBITDA ratio, a minimum debt service ratio,
total debt to total assets ratio and sales growth ratios. Please revise your filing to disclose whether you were in compliance
with such covenants at the end of the periods presented. Additionally, please provide this disclosure in future periodic filings.

  We have revised the disclosure on pages 52, FS-25 and FS-52 of the Registration Statement as requested. We will also provide
such disclosure in the Company’s future periodic filings as requested.

* * * * * * * * * * *
* *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

 cc: Mr. Jose Daes

CORRESP
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Graubard Miller

The Chrysler Building

405 Lexington Avenue

New
York, N.Y. 10174-1101

(212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

July 29, 2016

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tecnoglass Inc.

Post-Effective Amendment No. 5 to Form S-1 on Form
S-1

Filed June 28, 2016

File No. 333-193882

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated July 25, 2016, relating to the above-captioned Post-Effective
Amendment No. 5 to the Registration Statement on Form S-1 (“Registration Statement”). Captions and page references
herein correspond to those set forth in Post-Effective Amendment No. 6 to the Registration Statement, a copy of which has been
marked with the changes from Post-Effective Amendment No. 5 to the Registration Statement. We are also delivering three (3) courtesy
copies of such marked copy to David Korvin.

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.

Note 7 Debt, page FS-52

 1. We note your disclosure in your form 10-Q for the period ended March 31, 2016 that certain obligations include covenants
and events of default including requirements that the Company maintain a minimum debt to EBITDA ratio, a minimum debt service ratio,
total debt to total assets ratio and sales growth ratios. Please revise your filing to disclose whether you were in compliance
with such covenants at the end of the periods presented.

We have revised the disclosure on pages 44, FS-25 and FS-52
of the Registration Statement as requested.

* * * * * * * * * * *
* *

Securities and Exchange Commission

July 29, 2016

Page 2

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

    Jeffrey M. Gallant

 cc: Mr. Jose Daes

Mail Stop 4631       July 25 , 2016

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Post-Effective Amendment No. 5 to Form S -1 on Form S -1
  Filed June 28, 2016
  File No. 333 -193882

Dear Mr. Dias:

 We have reviewed your post -effective amendment and have the following comment.

Note 7. Debt, page FS -52

1. We note your disclosure in your form 10 -Q for the period ended March 31, 2016 that
certain obligations include covenants and events of default including requirements that
the Company maintain a minimum debt to EBITDA ratio, a minimum debt service ratio,
total debt to total assets ratio and sales growth ratios.  Please revise your filing to disclose
whether you were in compliance with such covenants at the end of the periods presented.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202-551-3397
with any questions.

Sincerely,

        /s/ Jay Ingram

        Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

CORRESP
1
filename1.htm

        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

    June 28, 2016

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tecnoglass Inc.

Amendment No. 2 to Registration Statement
on Form S-4

Filed March 11, 2016

File No. 333-205586

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed April 15, 2015

File No. 1-35436 Tecnoglass Inc.

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated March 25, 2016, relating to the above-captioned Registration Statement
on Form S-4 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment
No. 3 to the Registration Statement, a copy of which has been marked with the changes from Amendment No. 2 to the Registration
Statement. We are also delivering three (3) courtesy copies of such marked copy to David Korvin.

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.

General

 1. Please note the updating requirements of Rule 8-8 of Regulation S-X, as applicable.

  The Staff’s comment is duly noted. We have revised the Registration Statement to conform to the updating requirements
of Rule 8-8 of Regulation S-X, as applicable.

 2. We note your revised disclosure in response to comment one in our letter dated August 5, 2015. Please include the ratio
of earnings to fixed charges as required by Items 1010(a)(3) and 1010(c)(4) of Regulation M-A. Further, although we understand
that Item 503(d) of Regulation S-K refers to registered debt securities or preference equity securities, the ratio of earnings
to fixed charges required by Item 1010(c)(4) of Regulation M-A is not limited to circumstances in which a company has registered
debt securities and/or preference equity securities. Rather, Item 1010(c)(4) of Regulation M-A requires that the Company present
its ratio of earnings to fixed charges “in a manner consistent with 503(d) of Regulation S-K.” The fixed charges referred
to by the item requirement are not limited to those associated with registered debt or preference equity securities and should
be presented in all circumstances in which the company has any fixed charges.

Securities and Exchange Commission

June 28, 2016

Page 2

We have included the ratio of earnings to fixed charges
as required by Items 1010(a)(3) and 1010(c)(4) of Regulation M-A as requested (see page 16 of the Registration Statement). In addition,
we have included the Computation of Earnings to Fixed Charges as Exhibit 12 to the Registration Statement.

Comparative Per Share
Data, page 15

 3. It is unclear how you have calculated your pro forma basic and diluted earnings per share information. You indicate that
the pro forma per share information for Tecnoglass Inc. also includes an adjustment of $19,991 and $18,280 for the nine-month period
ended September 30, 2015 and the year ended December 31, 2014 for the reversal of the current period change in fair value of the
warrant liability. However, these amounts appear to represent the fair value of the warrant liability as of December 31, 2014 and
2013 rather than the current period change in the fair value of the warrant liability. Please disclose and provide us with a reconciliation
of your historical basic and diluted earnings per share to your pro forma basic and diluted earnings per share for all periods
presented. Please clearly describe how you have computed both the denominator and numerator in your pro forma earnings per share
calculation.

We have updated the comparative per data disclosure
in the Registration Statement to disclose historical as-reported and unaudited proforma per share information for the three months
ended March 31, 2016 and the year ended December 31, 2015. The Company notes that in preparing its Annual Report on Form 10-K for
the year ended December 31, 2015, certain errors were identified, including an error in the way the Company accounted
for the fair value and classification of its “earnout shares” and “warrant liabilities”. Such errors were
corrected by form of a restatement to the Company’s previously reported Consolidated Financial Statements for the years ended
December 31, 2013 and 2014 as well as the interim 2015 and 2014 quarterly periods. The resulting revised earnings per share calculations
are included in this response letter.

The unaudited proforma per share information of Tecnoglass Inc. below gives effect to the Warrant Exchange
Offer at the exchange ratio of 2.5 warrants for one ordinary share and assumes that all warrants outstanding as of the end of the
period are exchanged by warrant holders. As of March 31, 2016 and December 31, 2015, there were 6,719,711 warrants (4,190,745 insider
warrants and 2,528,966 public warrants) and 6,771,506 warrants (4,190,745 insider warrants and 2,580,761 public warrants) outstanding
and the proforma shares outstanding assumes the warrants are exchanged for 2,687,885 ordinary shares (1,676,298 ordinary shares
related to insider warrants and 1,011,587 ordinary shares related to public warrants) and 2,708,603 ordinary shares (1,676,298
ordinary shares related to insider warrants and 1,032,305 ordinary shares related to public warrants), respectively, as of the
beginning of the period. This proforma assumption affects proforma shares outstanding, proforma weighted-average shares outstanding,
and diluted shares outstanding where the assumption is that the dilutive effect of the insider and public warrants is at a ratio
of 2.5 warrants per share from the beginning of the period. The proforma per share information for Tecnoglass Inc. also includes
an adjustment of ($5,911) and $24,901 for the three-month period ended March 31, 2016 and the year ended December 31, 2015 for
the reversal of the current period change in fair value of the warrant liability. This proforma assumption affects proforma net
income, proforma earnings per share and proforma diluted earnings per share.

Securities and Exchange Commission

June 28, 2016

Page 3

The following is a reconciliation of the Company’s
historical basic and diluted earnings per share to its pro forma basic and diluted earnings per share for the three months ended
March 31, 2016 and December 31, 2015:

    Three Months Ended
    Year Ended

    3/31/2016
    12/31/2015

    Basic EPS:

    As reported
    A/B
    $ 0.51
    $ (0.50 )

    Pro forma
    C/D
    $ 0.26
    $ 0.43

    Diluted EPS:

    As reported
    A/F
    $ 0.47
    $ (0.50 )

    Pro forma
    C/G
    $ 0.25
    $ 0.41

    Net income (loss) in thousands:

    Net income (loss) as reported
    A
    $ 13,664
    $ (12,765 )

    Add: Change in FV of warrant liability

      (5,911 )
      24,901

    Pro forma net income (loss)
    C
      7,753
      12,136

    Basic Weighted Average Shares:

    As reported
    B
      26,907,391
      25,447,564

    Add: Shares Issued for Warrants exchanged

      2,687,885
      2,708,603

    Pro forma
    D
      29,595,276
      28,156,167

    Diluted Weighted Average Shares:

    As reported
    F
      29,328,407
      28,949,642

    Earnout shares released in 2016

      1,000,000
      -

    Add: Adjustment to reflect the amount
    of shares to be issued as per the 2.5 warrant exchange rate vs. the market value based on cashless option

      396,320
      336,867

    Pro forma
    G
      30,724,727
      29,286,509

On June 1st, 2016, the Company
released one million shares from its escrowed earnout shares as the Company met its 2015 EBITDA target stipulated on the Earnout
Share Agreement as filed with the December 2013 Proxy Statement and Merger Agreement. As result of this transaction, the
earnout share liability decreased and the additional paid in capital increased by $11,690 thousands which represents the one
million shares at a stock price of $11.69 as of June 1st, 2016. Despite including the full dilutive effect of the earnout shares released in 2016, the pro-forma per share information does not include adjustments for the reversal of changes in fair value of the earnout share liability.

Note 5. Variable Interest
Entities, page FS-18

Note 4. Variable Interest
Entities, page FS-39

 4. We note your responses to comments three through six in our letter dated December 7, 2015. On page FS-40, you disclose
that ESW LLC is not a variable interest entity as of September 30, 2015. You also indicate that VS is a variable interest entity.
However, you further disclose that you are not the primary beneficiary of these entities. Please revise your footnote disclosures
to fully clarify your revised conclusions regarding ESW LLC and VS. Please note that there would be no primary beneficiary conclusion
if these entities are not variable interest entities. Refer to ASC 810.

Securities and Exchange Commission

June 28, 2016

Page 4

We would like to call the Staff’s attention
to the Company’s revised disclosure included in its Form 10-Q for the three months ended March 31, 2016 (Note 13. Related
Parties, page FS-58) and Form 10-K for the year ended December 31, 2015 (Note 14. Related Parties, page FS-30), as incorporated into
this Registration Statement. Upon further analysis of ESW LLC and VS during the year ended December 31 2015, the Company concluded
that both of these entities are not deemed VIEs and, as such, should not be consolidated within the Company’s consolidated
financial statements. The conclusion regarding the primary beneficiary has been removed since the entities are not deemed VIEs.

Exhibit 23.1

 5. Your auditor has consented to the use in this registration statement of its report dated November 10, 2015 related to
the consolidated financial statements of Tecnoglass Inc. and subsidiaries. However, the audit report on page FS-2 is dated April
15, 2015. Please have your auditor revise its consent to reference the appropriate date of its audit report.

We have obtained a revised consent from the Company’s
auditors that references the appropriate date of their audit report as requested. Please see revised Exhibit 23.1 to the Registration
Statement filed herewith.

* * * * * * * * * * *
* *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

    Jeffrey M. Gallant

JMG:kab

Enclosures

cc:	Mr. Jose Daes

Mail Stop #4641       March 25 , 2016

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Amendment No. 2 to Registration Statement on Form S -4
  Filed March 11, 2016
  File No. 333 -205586
  Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed April 15 , 2015
File No. 1 -35436

Dear Mr. Dias:

 We have reviewed your response letter and the above -referenced filings, and have the
following comments.

General

1. Please note the updating requirements of Rule 8 -8 of Regulation S -X, as applicable.

2. We note your revised disclosure in response to comment one in our letter dat ed August 5,
2015.  Please include the ratio of earnings to fixed charges as required by Items
1010(a)(3) and 1010(c)(4) of Regulation M -A.  Further, although we understand that Item
503(d) of Regulation S -K refers to registered debt securities or preferen ce equity
securities, the ratio of earnings to fixed charges required by Item 1010(c)(4) of
Regulation M -A is not limited to circumstances in which a company has registered debt
securities and/or preference equity securities. Rather, Item 1010(c)(4) of Reg ulation M -A
requires that the Company present its ratio of earnings to fixed charges “in a manner
consistent with 503(d) of Regulation S -K.”  The fixed charges referred to by the item
requirement are not limited to those associated with registered debt or preference equity
securities and should be presented in all circumstances in which the company has any
fixed charges.

Jose Dias
Tecnoglass Inc.
March 25, 2016
Page 2

 Comparative Per Share Data, page 15

3. It is unclear how you have calculated your pro forma basic and diluted earnings per share
informa tion.  You indicate that the pro forma per share information for Tecnoglass Inc .
also includes an adjustment of $19,991 and $18,280 for the nine -month period ended
September 30, 2015 and the year ended December 31, 2014 for the reversal of the current
perio d change in fair value of the warrant liability.  However, these amounts appear to
represent the fair value of the warrant liability as of December 31, 2014 and 2013 rather
than the current period change in the fair value of the warrant liability.  Please disclose
and provide us with a reconciliation of your historical basic and diluted earnings per
share to your pro forma basic and diluted earnings per share for all periods presented.
Please clearly describe how you have computed both the denominator and  numerator in
your pro forma earnings per share calculation.

Note 5. Variable Interest Entities, page FS -18
Note 4. Variable Interest Entities, page FS -39

4. We note your responses to comments three through six in our letter dated December 7,
2015.  On page FS -40, you disclose that ESW LLC is not a variable interest entity as of
September 30, 2015. You also indicate that VS is a variable interest entity.  However,
you further disclose that you are not the primary beneficiary of these entities. Ple ase
revise your footnote disclosures to fully clarify your revised conclusions regarding ESW
LLC and VS.  Please note that there would be no primary beneficiary conclusion if these
entities are not variable interest entities. Refer to ASC 810.

Exhibit 23 .1

5. Your auditor has consented to the use in this registration statement of its report dated
November 10, 2015 related to the consolidated financial statements of Tecnoglass Inc.
and subsidiaries.  However, the audit report on page FS -2 is dated April 15,  2015.
Please have your auditor revise its consent to reference the appropriate date of its audit
report.

You may contact Mindy Hooker , Staff Accountant at 202 -551-3732  or Ernest Greene,
Staff Accountant, at 202 -551-3733  if you have questions regarding comments on the  financial

Jose Dias
Tecnoglass Inc.
March 25, 2016
Page 3

 statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
me at 202 -551-3397 with any other questions.

Sincerely,

        /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

CORRESP
1
filename1.htm

Graubard Miller

The Chrysler Building

405 Lexington Avenue

NEW YORK, N.Y. 10174-1101 (212) 818-8800

    facsimile
    (212) 818-8881

    direct dial number
    (212) 818-8638

    email address

    jgallant@graubard.com

March 11, 2016

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Tecnoglass Inc.

Amendment No. 1 to Registration Statement on
Form S-4

Filed November 10, 2015

File No. 333-205586

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed April 15, 2015

File No. 1-35436

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the
"Company"), we respond as follows to the Staff's comment letter, dated December 7, 2015, relating to the above- captioned
Registration Statement on Form S-4 ("Registration Statement") and Form 10-K. Captions and page references herein to those
set forth in Amendment No. 2 to the Registration Statement, a copy of which has been marked with the changes from Amendment No.
1 of the Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to David Korvin.

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.

Amendment No. 1 Registration Statement on Form S-4

General

 1. Please provide updated financial statements and related disclosures. Refer to Rule 3-12 of Regulation S-X.

We have provided updated financial statements and related
disclosures in accordance with Rule 3-12 of Regulation S-X.

Material U.S. Federal Income Tax Consequences, page 28

 2. We note that you filed a short form tax opinion in response to comment nine in our letter dated August 5, 2015. Please revise
to state explicitly that the disclosure in this section is the opinion of Graubard Miller. For further guidance, see Section III.B.2
of Staff Legal Bulletin No. 19.

We have revised the disclosure
on pages  29 and  30 of the Registration Statement as requested.

Notes to the Consolidated Financial Statements

Note 5. Variable Interest Entities, page FS-18

Note 4. Variable Interest Entities, page FS-39

 3. We note your response to comment 13 in our letter dated August 5, 2015. To help better understand your determination, please
provide the following information:

 · You disclosed that your CEO, COO, other family members and other
related parties own 100% of the equity of ESW LLC. You also disclosed that your CEO, CFO and other related parties own 100% of
the equity in VS. Please provide us with the specific ownership interest of each of your related parties and their specific relationship
to all other related parties. Please also provide us with the ownership interest of Technoglass, Inc. Please clarify any direct
and indirect interest that your CEO and COO may have in Technoglass, Inc. as well.

 · Please provide us with your comprehensive analysis of how you applied
the consolidation accounting guidance pursuant to ASC 810. Please specifically address your consideration of the following as it
relates to EWS and VS:

 · Does a scope exception to the consolidation guidance apply?

 · Does a scope exception to the Variable Interest Model apply?

 · Does the reporting entity have a variable interest in an entity?

 · Is the entity a VIE?

 · If the entity is a VIE, is the reporting entity the primary beneficiary?

With respect to the information requested in the first part of the
Staff’s comment, we have provided below the direct and indirect equity interest of the CEO, COO and other related parties.

    Page 2 of 12

As of December 31, 2015

(unaudited)

    Table I

E. S. Windows LLC

(ESW)

    Relationship
to CEO
    Person
    Direct
Equity Interest

    Self
    CEO José M. Daes, Managing Member
      30.6 %

    Brother
    COO Christian T. Daes, Managing Member
      23.4 %

    Sister
    Evelyn I Daes-Perez, Managing Member
      6.0 %

    Panamanian Entity
    Invelco S.A.
      40.0 %

      100.0 %

    Table II

Invelco S.A.

    Relationship
to CEO
    Person
    Direct and Indirect
Equity Interest

    Brother
    Christian T. Daes (COO)
      0.02 %

    Sister
    Giselle Elena Daes de Amin
      49.97 %

    Mother
    Evelyna Abuchaibe de Daes
      49.97 %

    None
    Alberto Velilla Becerra
      0.02 %

    None
    Alvaro Velilla Becerra

      0.02 %

    Table III

Ventanas Solar, S.A.
(VS)

    Relationship
to CEO
    Person
    Direct
Equity Interest

    Sister
    Giselle Elena Daes de Amin
      50.00 %

    Mother
    Evelyna Abuchaibe de Daes
      50.00 %

    Page 3 of 12

    Table IV
Tecnoglass Inc.
Ownership Interests

    Person or Entity
    Equity
Warrants
Outstanding
    Common
Shares
Outstanding
    Percent
Shares

    Energy Holding Corporation
      789,082
      21,067,141
      78.3 %

    CEDE & Co (FAST)
      3,268,319
      3,853,995
      14.3 %

    Ugo Colombo
      -
      388,199
      1.4 %

    Earlybird Capital Inc.
      -
      311,522
      1.2 %

    Child Trust fbo Francesca Weil
      -
      253,000
      0.9 %

    Child Trust fbo Alexander Weil
      -
      253,000
      0.9 %

    B Luke Weil
      -
      243,760
      0.9 %

    Child Trust Benjamin Luke Weil
      -
      168,000
      0.6 %

    A Lorne Weil
      -
      95,693
      0.4 %

    Martha L Byorum
      110,000
      80,000
      0.3 %

    Steven Levine
      -
      47,333
      0.2 %

    Julio A Torres
      -
      47,000
      0.2 %

    David Nussbaum
      -
      24,598
      0.1 %

    Hoak Public Equities LP
      638,647
      20,071
      0.1 %

    Continental Stock Transfer & Trust Co
      -
      17,400
      0.1 %

    Ed Kovary
      -
      7,500
      0.0 %

    Ptolemy Capital LLC
      -
      6,424
      0.0 %

    Robert Stevens
      -
      6,000
      0.0 %

    Eric Carrera
      -
      5,000
      0.0 %

    BMO Nesbitt Burns Inc. Itf
      229,810
      -
      0.0 %

    BMO Nesbitt Burns Inc. Itf Altairis
      3,986
      -
      0.0 %

    Graubard Miller
      150,000
      -
      0.0 %

    J Randall Waterfield
      209,118
      -
      0.0 %

    Marjorie Hernandez
      45,000
      -
      0.0 %

    Pinnacle Fund LLLP
      452,048
      -
      0.0 %

    The Cascade Fund LLLP/Ascent
      165,204
      -
      0.0 %

    The Red Oak Fund LP
      484,330
      -
      0.0 %

    The Red Oak Long Fund LP
      225,962
      -
      0.0 %

    Totals
      6,771,506
      26,895,636
      100.0 %

    Page 4 of 12

    Table V

    Direct and Indirect Equity Interest

    of CEO and COO

    In Tecnoglass Inc. (registrant)

    CEO
    José M. Daes
      0.01 %

    COO
    Christian T. Daes
      0.05 %

    Mother
    Evelyna Abuchaibe de Daes
      32.93 %

    Sister
    Giselle Elena Daes de Amin
      32.93 %

    Children of CEO and COO
      1.69 %

    Direct and Indirect Equity Interest of Daes Family
      67.59 % *

    All other non-related persons and entities
      32.41 %

      100.00 %

* Owned through Energy Holding Corp.

With respect to the second part of the Staff’s
comment, we present below an analysis of the Company’s comprehensive application of accounting consolidation guidance pursuant
to ASC 810 for both ESW LLC (“ESW LLC”) and Ventana Solar, S.A. (“VS”),or collectively as the “Entities”
:

 · Does a scope exception to the consolidation guidance apply?

 · Does a scope exception to the Variable Interest Model apply?

 · Does the Company have a variable interest in the entity?

 · If the Company have a variable interest in the entity, is the entity
a VIE?

 · If the entity is a VIE, is the Company the primary beneficiary?

Does a scope exception to the consolidation guidance
apply?

No. Scope exceptions in ASC 810-10-15 were not
applicable to either legal entity. Neither entity is an investment company, employee benefit plan, governmental organization, an
exempted financing entity established by a governmental organization, or any other exempted entity.

Does a scope exception to the Variable Interest
Model apply?

No. Scope exceptions to the Variable Interest
Entity Model are not applicable to either entity. ESW LLC and VS are not non-for-profit entities, does not fall within the business
scope exception, “information-out”, nor separate accounts of life insurance entities.

Does the Company have a variable interest in the
entities?

Yes. The Company has the following variable interests:

VS: The Company has two payment agreements with VS which
are considered as subordinated financing to VS (refer to question #5 for details of the payment agreements).

    Page 5 of 12

ESW LLC: Given that the Company has provided subordinated
financing to VS, the Company has determined it probably has an implicit variable interest in ESW LLC.

Following the guidance under ASC 810-10-25-22 through
25-36 the Company evaluated the purpose for which the entity was created and the nature of the risks in the entity:

 · ESW LLC was created for the purpose of executing normal course-of-business
commercial transactions into the U.S. market, not for purposes of passive or active investment, financial support, off-balance
sheet financing or other special purposes. ESW LLC is a commercial entity operating since 2003 in the State of Florida that acts
as an importer-reseller of the Company’s products and as a freight forwarder of certain raw material inputs for the Company’s
manufacturing processes.

 · VS was created for the purpose of executing normal course-of-business
commercial transactions into the Panamanian market, not for purposes of passive investment, financial support, off balance sheet
financing or other special purposes. VS is a commercial entity operating since 2003 in Panama as an importer and installer of products
in Panama. VS operates a small warehouse facility for tools and accessories used to install windows and doors and for some minimal
storage, handling or transshipment of the products arriving from the Company. The products are usually delivered to and stored
at construction sites or other contractors’ facilities and are covered by insurance policies.

The Company also analyzed its ongoing commercial contracts
with ESW LLC and VS and evaluated the pricing and credit terms of its contracts to determine whether the contracts acted as implicit
variable interests to absorb variability from ESW LLC and VS’s risks. The Company concluded that the margins and credit terms
in the commercial contracts have been consistently executed on arms-length terms, similar to other customers.

If the Company has a variable interest in an entity,
is the entity a VIE?

ES Windows LLC

Following our prior response to the Staff’s letter
dated August 5, 2015, the Company performed a further analysis of the facts and circumstances surrounding the Company’s accounting
of ESW LLC as a VIE and determined that the prior analysis was in error and that ESW LLC is not a VIE. The Company considered a
quantitative and qualitative materiality assessment of the disclosure error and concluded it was not material to the Company’s
previously reported financial statements. The Company also considered the error indicative of its previously reported material
weakness of financial reporting and closing processes.

    Page 6 of 12

As a result of the following analysis, the Company concluded
that ESW LLC is not a VIE:

The equity investment at risk represents the amounts funded
by the members of ESW LLC (see Table I). The equity holders at risk have the wherewithal to fund their investments in ESW LLC as
they have sufficient resources from other businesses in the US and other countries. The Operational Agreement (members agreement)
establishes that the members recognize losses and returns of the entity according to the proportion of their contributions. The
equity investment by the members was not given or loaned to the members by any related party nor issued in exchange for subordinated
financial support in another VIE.

Is the equity investment at risk
insufficient to finance the activities of the entity?

No. Since the last reconsideration event prior
to and through the dates of the financial statement presented ESW had sufficient equity (approximately 72% of $41.2 million total
assets at fair value as of December 31, 2014) to finance its activities, as considered under ASC 810-10-25-45. Additionally, the
following qualitative factors indicate that ESW has sufficient equity: a) ESW LLC does not have any debt nor any other off-balance
sheet arrangements as of the day of the letter and since its creation, b) ESW LLC has demonstrated its ability to finance its activities
without additional subordinated finance support.

Do the holders of the equity investment at risk lack
power to direct activities that most significantly impact the entity’s performance?

No. The board of ESW LLC is comprised of the managing
members of ESW LLC (which are the same equity holders- see Table I), which is in accordance with the Operating Agreement, that
states that each managing member have the full power and authority to act for and to bind ESW LLC and that all decisions regarding
the operations shall be made by the managing members, who are authorized to take any action on behalf of ESW LLC without any liability
for those actions. The Operating Agreement indicates that the managing members have the obligation to absorb losses in the same
proportion as their contributions and that there is no contract requirements indicating that the decisions should made by the combined
approval of the managing members. Board meeting and the process of election is not formally documented as all the decision are
taken by the largest owner, IVELCO (through Evalyna Abuchaibe de Daes y Giselle Elena Daes de Amin). The members of the board meet
on a quarterly basis and manage the operational, capital decision and other activities such as: budgets, sales margins determinations,
client selection, financing and all decisions related to the economic performance are managed by Giselle Elena Daes de Amin.

Is the legal entity structured with non-substantive
voting rights?

No. All equity holders at risk have voting rights
in proportion to their economic interest in ESW. No equity holder at risk has less voting rights as compared to its total economic
interest in ESW.

Do parties other than the holders of the equity investment
at risk have the obligation to absorb expected losses?

No. ESW was designed such that its members would absorb
the losses of ESW. The equity holders at risk are not protected from absorbing the losses of ESW by any agreement or arrangement.
There are also no separate or additional agreements that require the Company to absorb losses of ESW.

    Page 7 of 12

Do parties other than the holders of the equity investment
at risk have the right to receive the residual returns?

No. ESW was designed such that its members would receive
the residual returns of ESW. The equity holders at risk are not prevented from receiving the residual returns of ESW by any agreement
or arrangement. There are also no separate or additional agreements that provide the Company with the right to receive the residual
returns of ESW.

Ventanas Solar, S.A.

Following our prior response to the Staff’s letter
dated August 5, 2015, the Company performed a further analysis of the facts and circumstances surrounding the Company’s accounting
of VS as a VIE and determined that the prior analysis was in error and VS is not a VIE. The Company considered a quantitative and
qualitative materiality assessment of the disclosure error and concluded it was not material to its previously reported financial
statements. The Company also considered the error indicative of its previously reported material weakness of financial reporting
and closing processes.

As a result of the following analysis, the Company concluded
th

CORRESP
1
filename1.htm

        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

March 11, 2016

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	Tecnoglass Inc.

Post-effective Amendment No. 3 to Form S-1
on Form S-3

Filed November 11, 2015

   File No. 333-193882

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated November 19, 2015, relating to the above-captioned Post-Effective
Amendment No. 3 to Form S-1 on Form S-3 (“Registration Statement”). Captions and page references herein correspond
to those set forth in the Post-Effective Amendment No. 4 to the Registration Statement, a copy of which has been marked with the
changes from Post-Effective Amendment No. 3 to the Registration Statement. We are also delivering three (3) courtesy copies of
such marked copy to David Korvin.

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.

General

 1. Please revise to ensure that the number of shares being registered for resale is consistent throughout your filing. We
note that while your prospectus cover page discloses that you are reselling 6,081,686 shares, the shares for resale in your selling
securityholders table adds up to 6,359,394.

  We have revised the disclosure in the Registration Statement as requested.

Where You Can Find Additional Information, page 31

 2. We note that you have not properly incorporated Exchange Act filings made between the date of the initial registration
statement on Form S-3 and prior to effectiveness. Please revise your disclosure to specifically incorporate by reference all required
filings, including amended filings such as your Form 10-K/A, made since the date the Form S-3 was initially filed. For further
guidance, see Securities Act Forms CD&I 123.05.

Securities and Exchange Commission

March 11, 2016

Page 2

  We have revised the disclosure in the Registration Statement as requested.

* * * * * * * * * * *
* *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

JMG:kab

Enclosures

cc:	Mr. Jose Daes

Mail Stop #4641       December 7 , 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Amendment No. 1 to Registration Statement on Form S -4
  Filed November 10 , 2015
  File No. 333 -205586
  Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed April 15 , 2015
File No. 1 -35436

Dear Mr. Dias:

 We have reviewed your response letter and the above -referenced filings, and have the
following comments.

Amendment No. 1 Registration Statement on Form S -4

General

1. Please provide updated financial statements and related disclosures.  Refer to Rule 3 -12
of Regulation S-X.

Material U.S. Federal Income Tax Consequences, page 28

2. We note that you filed a short form tax opinion in response to comment nine in our letter
dated August 5, 2015.  Please revise to state explicitly that the disclosure in this section is
the opin ion of Graubard Miller.  For further guidance, see Section III.B.2 of Staff Legal
Bulletin No. 19.

Notes to the Consolidated Financial Statements
Note 5. Variable Interest Entities, page FS -18
Note 4. Variable Interest Entities, page FS -39

3. We note your r esponse to comment 13  in our letter d ated August 5, 2015 .  To help better
understand your determination, please provide the following information:

Jose Dias
Tecnoglass Inc.
December 7,  2015
Page 2

  You disclosed that your CEO, COO, other family members and other related parties
own 100% of the equity of ESW LLC.   You also disclos ed that your CEO, CFO and
other related parties own 100% of the equity in VS.  Please provide us with the
specific ownership interest of each of your related parties and their specific
relationship to all other related parties.  Please also provide us with  the ownership
interest of Technoglass, Inc.  Please clarify any direct and indirect interest that your
CEO and COO may have in Technoglass, Inc. as well.
 Please provide us with your comprehensive analysis of how you applied the
consolidation accountin g guidance pursuant to ASC 810.  Please specifically address
your consideration of the following as it relates to EWS and VS:
 Does a scope exception to the consolidation guidance apply?
 Does a scope exception to the Variable Interest Model apply?
 Does the reporting entity have a variable interest in an entity?
 Is the entity a VIE?
 If the entity is a VIE, is the reporting entity the primary beneficiary?

4. We note that you may have provided part of this analysis in your previous response.
Please provide your  comprehensive analysis of how you determined that you are not the
primary beneficiary of EWS and VS.
 We note your determination that commercial activity with EWS is conducted at arms -
length.  Please also provide the following information:
 Average margins  for sales to EWS and as compared to all other sales into the U.S. for
the periods presented.  If there are significant variances please explain why.
 Typical payment terms for your U.S. customers as compared to the payment terms
you negotiate with EWS.
 An explanation of how installation costs are considered in sales to EWS.  Explain
whether you provide installation services for their sales or whether all installation
services that are negotiated by EWS are also provided by EWS personnel.  Please
also addres s whether you receive any benefit on the installations negotiated by EWS.
 Finally, please tell us whether Tecnoglass is involved in any of the negotiations
between EWS and their customers.

5. We read in your response to comment 13 in our letter dated August 5, 2015 that VS and
the Compa ny have executed two Payment Agreements in early 2015 that are guaranteed
by VS shareholders and by the client receivables in order to reduce VS’s payables to the
Company with periodic payments.  Please explain the details of these agreements to us
and fur ther explain how you considered these agreements in your determination that the
Company does not provide financial support to VS.

6. Please help us better understand your determination that within the Related Party Groups,
Tecnoglass did not have controlling  financial interests in either ESW LLC or VS and was
not the primary beneficiary of the Entities’ controlling financial interests because the
related party investors in the Related Party Groups were more closely associated to the
Entities’ operations, risk s and  variability.  In this regard, we note that that both ESW and
VS were formed to carry out marketing, sales and installations on behalf of Tecnoglass

Jose Dias
Tecnoglass Inc.
December 7,  2015
Page 3

 and that it would be difficult for Tecnoglass to sell in the markets that EWS and VS
service, as such , the business of the VIEs and Tecnoglass appear to be interdependent.

You may contact Mindy Hooker , Staff Accountant at 202 -551-3732  or Ernest Greene,
Staff Accountant, at 202 -551-3733  if you have questions regarding comments on the  financial
statements  and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
me at 202 -551-3397 with any other questions.

Sincerely,

        /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

Mail Stop 4631       November 19 , 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Post -effective Amendment No. 3 to Form S -1 on Form S -3
  Filed November 10 , 2015
  File No. 333 -193882

Dear Mr. Dias:

 We have reviewed your post -effective amendment and have the following comments.

General

1. Please revise to ensure that the number of shares being registered for resale is consistent
throughout your filing.  We note that while your prospectus cover page discloses that you
are reselling 6,081,686 shares, the shares for resale in your selling secu rityholders table
adds up to 6,359,394.

Where You Can Find Additional Information, page 31

2. We note that you have not properly incorporated Exchange Act filings made between the
date of the initial registration statement on Form S -3 and prior to effecti veness.  Please
revise your disclosure to specifically incorporate by reference all required filings,
including amended filings such as your Form 10 -K/A, made since the date the Form S -3
was initially filed.  For further guidance, see Securities Act Forms CD&I 123.05.

Jose Dias
Tecnoglass Inc.
November  19, 2015
Page 2

 Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397
with any questions.

Sincerely,

        /s/ Jay Ingram

        Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

CORRESP
1
filename1.htm

    Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial
    number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

	November 10, 2015

Ms. Pamela Long

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Tecnoglass Inc.

    Registration Statement on Form S-4

    Filed July 9, 2015

    File No. 333-205586

    Form 10-K for the Fiscal Year Ended December 31, 2014

    Filed April 15, 2015

    File No. 1-35436

    Form 10-Q for the Fiscal Quarter Ended March 31, 2015

    Filed May 7, 2015

Dear Ms. Long:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated August 5, 2015, relating to the above-captioned Registration Statement
on Form S-4 (“Registration Statement”), Form 10-K and Form 10-Q. Captions and page references herein to those set forth
in Amendment No. 1 to the Registration Statement, a copy of which has been marked with the changes from the initial filing of the
Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to David Korvin.

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.

Registration Statement on Form S-4 General

 1. Please ensure that the Offer to Exchange disseminated to security holders contains all the information required by Item
1010 Regulation M-A, including Item 1010(a)(3) and (a)(4) and, if material, Item 1010(b). Refer to Item 10 of Schedule TO and Exchange
Act Rule 13e-4(e)(2).

The Staff’s comment is duly noted.
We will ensure that the Offer to Exchange disseminated to security holders contains all the information required by Item 1010 Regulation
M-A, including Item 1010(a)(3) and (a)(4) and, if material, Item 1010(b) as requested.

 2. To the extent that our comments relate to disclosures within future periodic reports, please ensure that you also address
our comments in future filings.

The Staff’s comment is duly noted.
To the extent that the Staff’s comments relate to disclosures within future periodic reports, we will ensure that we also
address such comments in future filings as requested.

Liquidity and Cash Flow,
page 47

 3. We note your disclosure that the “[you] expect that cash flow from operations, proceeds from borrowings under [your]
lines of credit, and the proceeds from the merger will be its primary sources of liquidity and will be sufficient to fund [your]
cash requirements for the next twelve months”. Please expand your disclosure to address the following: explain why a substantial
amount of your loans are short-term; indicate whether long-term debt is generally available in the countries you operate; and address
the potential risks and consequences if you are unable to refinance your short term loans.

  We have revised the disclosure on page 47 of the Registration Statement as requested.

 4. On page 9, you indicate that you are holding company and you derive substantially all of your operating income from your
subsidiaries. You disclosed that you rely on the earnings and cash flows of your subsidiaries to meet your debt service obligations
or dividend payments. Please address any potential restrictions on your ability to declare dividends and the potential impact on
your liquidity, financial condition and results of operations.

We have revised the disclosure on page 9
of the Registration Statement to clarify that there are no current restrictions on the Company’s ability to declare dividends
as requested.

Comparison of quarterly
periods ended March 31, 2015 and March 31, 2014, page 48

 5. To the extent that multiple items impact your results of operations please revise your filing to quantify and discuss
the reasons for such changes. In this regard we note that increased sales commissions and shipping charges impacted SG&A.

We have revised the disclosure on page 48
of the Registration Statement to quantify and further discuss the reasons for changes in SG&A as requested.

Comparison of years
ended December 31, 2014 and December 31, 2013, page 49

 6. Given the significance of non-operating revenues on your net income, please revise your disclosure to include a discussion
and quantification of the individual items that led to this income. In this regard, we note from your footnote disclosure that
a substantial portion of the non-operating revenue was the result of foreign currency transactions.

We have revised the disclosure on page 49
of the Registration Statement to include a quantification and discussion of the principal items affecting non-operating revenues
as of December 31, 2014 and 2013 as requested.

 7. Your disclosure indicates that your backlog increased year over year due to contract awards and business growth. Please
tell us whether you have also included backlog acquired from RC Aluminum and if so, please revise your disclosure to quantify how
much of the backlog increase was a result of this transaction.

We have revised the disclosure on page 50
of the Registration Statement to clarify that approximately $70 million of the backlog resulted from the RC Aluminum transaction
as requested.

Contractual Obligations,
page 50

 8. Please revise your table of contractual obligations to include your estimated interest obligations. You should also update
your footnote disclosures to include the estimates that you used to quantify future interest obligations in your table.

The table of contractual obligations on
page 51 of the Registration Statement has been revised to include estimated interest obligations and the footnote disclosure has
been updated to include the estimates used in quantifying the interest obligations as requested.

Legal Matters, page
58

 9. Please file Graubard Miller’s tax opinion in your next filing

  We have included the tax opinion in this filing as requested.

Consolidated Balance
Sheet, page FS-4

 10. We note that accounts payable and accrued liabilities represent 19% of total liabilities. Please revise your balance
sheet to separately present accounts payable and accrued liabilities. To the extent further segregation of your accrued liabilities
may be useful in helping a reader understand your obligations, please provide footnote disclosures that quantify and explain the
specific nature of such liabilities.

The Staff’s
comment is duly noted. The Company evaluated the extent to which further segregation of the amounts in the balance sheet
item currently labeled accounts payable and accrued expenses would be useful in helping a reader understand the Company’s
obligations. The Company notes that accrued expenses were previously presented on separate lines including taxes payable, labor
liabilities and other accrued liabilities and provisions. Upon further review, the Company noted the composition of accounts payable
and accrued expenses was comprised of accounts payable for products and services used in the Company’s business. Accordingly,
we revised the description for the balance sheet item to trade accounts payable. The balance sheet item currently labeled accrued
liabilities and provisions has not been modified.

Consolidated Statement
of Operations and Comprehensive Income, pages FS-6 and FS-33

 11. Given the significance of your related party transactions, please revise your statement of income to include related
party amounts on the face of your income statement. Please refer to Rule 4-08(k) of Regulation S-X.

We have revised the financial statements
to include related party amounts on the face of the income statements as of June 30, 2015 and 2014, and as of December 31, 2014
and 2013 in the Registration Statement as requested.

 12. Please revise your statement to include a line under interest expense to allow the reader to identify ‘Income Before
Taxes’ as a subtotal.

We have revised the income statements to
include a line under interest expense to allow the reader to identify ‘Income Before Taxes’ as a subtotal in the Registration
Statement as requested.

Notes to the Consolidated Financial Statements

Notes to the Condensed
Consolidated Financial Statements

Note 5. Variable Interest
Entities, page FS-18

Note 3. Variable Interest
Entities, page FS-39

 13. Regarding the variable interest entities, please provide the following information:

 • tell us what percentage of ES Windows LLC and Ventanas Solar S.A. income is derived from the import and sale of the Company’s
products;

 • tell us whether you are able to import and sell your products in Florida and Panama without the assistance of these entities;
and

 • provide to us a more comprehensive discussion of the facts and circumstances you analyzed to determine who had the controlling
financial interests. Please specifically address your consideration of your related parties for the purposes of determining whether
you are the primary beneficiary. Refer to ASC 810-10-25.

With respect to the first part of the Staff’s
comment, ESW Windows LLC (“ESW LLC”) derived 73% of its income in 2014 from the importation and sale of the Company’s
products. Ventanas Solar, S.A. (“VS” and together with ESW LLC, the “Entities”) derived 100% of its income
in 2014 from the importation, sale and installation of the Company’s products.

With respect to the second part of the Staff’s
comment, the Company’s ability to export and sell its products directly in Florida would be limited without assistance from
ESW LLC because customers in this market and other U.S. markets prefer to work with U.S. based project managers and suppliers and
will generally not import directly from foreign suppliers. The Company would have to develop relationships with other entities
in order to replace these services if they were not obtained through its relationship from ESW LLC. Portions of the Company’s
sales in Florida are made directly to customers. Similarly, in Panama, customers generally will not contract to purchase the Company’s
products without installation services included and will not contract installation separately. The Company’s ability to export
and sell its products in Panama would be limited without the assistance of Ventanas Solar S.A, and the Company would have develop
relationships with other entities in order to replace the services (principally installation) that are currently available through
its relationship with VS.

With respect to the third part of the Staff’s
comment, in determining whether the Company had controlling financial interests in and was the primary beneficiary of the Entities,
the Company evaluated the purpose, design and operations of the Entities and the effect of related parties under ASC guidance 810-10-25-38A,
810-10-25-44 and other related Sub-sections. As described in the following discussion, the Company concluded that it did not have
a controlling financial interest in either ESW LLC or VS, that the controlling financial interests were held by the related parties
in the related party groups who are more closely associated with the Entities who were therefore the primary beneficiaries, and
that consolidation of the Entities in the financial statements of the Company was not indicated.

Evaluation and Potential Implicit Variable Interests

The Company conducts evaluations of these
Entities as potential variable interest entities (“VIEs”) because the reporting entity, Andina Acquisition Corporation
(renamed Tecnoglass Inc.), is involved with these entities through its indirect subsidiaries Tecnoglass S.A. and Energía
Solar S.A. The qualitative and quantitative evaluations of the Entities as potential VIEs included the Company’s analysis
of each Entities´ purpose and design, consideration of the presence of commercial interests with the Entities that could
be implicit variable interests and the presence of important related parties.

Both Entities operate as commercial entities
importing and selling or installing the Company’s products. The primary purpose of the Company’s involvement with both
Entities is to execute normal course-of-business commercial transactions into the United States and Panamanian construction markets.
The Entities were not designed for purposes of passive or active investment, off-balance sheet financing or other special purposes.

However, there is commercial
activity that could become implicit variable interests absorbing economic variability through the prices, margins and credit terms
in a series of long-term contracts. ASC 810-10-25-51 defines an implicit variable interest as (“…an implied pecuniary
interest in a VIE that changes with changes in the fair value of the VIE's net assets exclusive of variable interests. Implicit
variable interests may arise from transactions with related parties, as well as from transactions with unrelated parties.”)
Sales revenue to the Company in 2014 from shipments to ESW LLC and VS were $37.2 million and $10.5 million, respectively. In addition,
there are important related parties (the Company’s CEO, COO, immediate family members, other related parties) who are equity
investors in, control and operate the Entities from which the Company could indirectly absorb variability.

The Company periodically evaluates its commercial
activity with both Entities in order to determine whether the relationships are conducted in an arms-length manner and in compliance
with Colombian export and transfer pricing regulations. For ESW LLC, no exceptions have been noted in target margins and credit
terms offered, confirming that the commercial activity is conducted on an arms-length basis and that implicit variable interests
are not present. For VS, the Company notes that commercial contracts continue to be executed at arms-length target margins, and
that VS and the Company executed two payment agreements for $11 million (discussed further below) in order to facilitate the reduction
of VS’s accounts payables to the Company.

Controlling Financial Interests

The Company evaluated the design and operations
of the Entities and the effect of related parties in order to determine whether the Company had controlling financial interests
in the Entities and is thus considered the primary beneficiary. Under ASC 810-10-25-38A, two factors must both be present
in order to establish that the Company has the controlling financial interests – the power to direct activities and the obligation
to absorb losses or right to receive benefits.

The Company concluded that it does not have
the power to direct activities of the Entities, and the Company does not have the obligation to absorb losses or the right to receive
benefits from the Entities, and therefore did not have the controlling financial interests.

 § The Company does not have power to direct the most significant activities of ESW LLC, whose activities are controlled by the
Managing Members of the ESW LLC entity.

 § The Company does not have power to direct the most significant activities of VS, whose activities are controlled by the two-person
related party investor group and their appointed directors.

 § The Company does not receive benefits from either ESW LLC or VS either directly through profits, dividends, participations
or interest income, or indirectly through the commercial interests (potential implicit variable interests). The Company does not
absorb losses (if any) from ESW LLC either directly through equity contributions, guarantees or investment vehicles, or indirectly
through the commercial interests.

 § The Company is indirectly exposed to losses from VS because of two Payment Agreements (discussed below) which are exposed to
collectability losses of VS’s client receivables.

The Effect of Related Parties and the Related Party Groups

ASC paragraphs 810-10-25-42 and 25-43 stat

CORRESP
1
filename1.htm

    Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

	November 10, 2015

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Tecnoglass Inc.

    Post-effective Amendment No. 2 to Form S-1 on Form S-3

    Filed July 22, 2015

    File No. 333-193882

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated August 19, 2015, relating to the above-captioned Post-Effective
Amendment No. 2 to Form S-1 on Form S-3 (“Registration Statement”). Captions and page references herein correspond
to those set forth in the Post-Effective Amendment No. 3 to the Registration Statement, a copy of which has been marked with the
changes from Post-Effective Amendment No. 2 to the Registration Statement. We are also delivering three (3) courtesy copies of
such marked copy to David Korvin.

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.

General

 1. We note your response to comments one and two in our letter dated July 30, 2015. Please remove from registration the
issuance of the 500,000 shares and 500,000 warrants underlying the unit purchase options (and 500,000 shares underlying the warrants
included in the unit purchase options) issued in a private placement to EarlyBirdCapital in connection with your initial public
offering. The registration statement, File No. 333-178601 (“2012 Registration Statement”), for which this post-effective
amendment is an extension of indicates that the securities underlying the option are not registered. Additionally, neither the
fee table nor the footnotes to the 2014 amendment to this registration statement, File No. 333-193882 (“2014 Registration
Statement”), includes or discusses the issuance of these securities. Thus, because the option to purchase these units was
a private placement, you are unable to register the sale these securities on a primary basis.

We have revised the Registration Statement
to remove the above-referenced securities as requested.

 2. We note your response to comment one in our letter dated July 30, 2015. It is premature to register for resale the 500,000
shares underlying the warrants in the unit purchase option because the option holder is not currently obligated to acquire these
warrants. See Securities Act C&DI 139.11 for additional guidance.

We have removed the above-referenced securities
from the Registration Statement as requested

* * * * * * * * * * * * *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

 cc: Mr. Jose Daes

Mail Stop 4631       August 19 , 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Post-effective Amendment No. 2 to Form S -1 on Form S -3
  Filed July 22 , 2015
  File No. 333 -193882

Dear Mr. Dias:

 We have reviewed your response letter and have the following comments.

General

1. We note your response to comments one and two in our letter dated July 30, 2015.
Please remove from registration the issuance of the 500,000 shares and 500,000 warrants
underlying the unit purchase options (and 500,000 shares underlying the warrants
inclu ded in the unit purchase options) issued in a private placement to EarlyBirdCapital
in connection with your initial public offering.  The registration statement, File No. 333 -
178601 (“2012 Registration Statement”), for which this post -effective amendment i s an
extension of indicates that the securities underlying the option are not registered.
Additionally, neither the fee table nor the footnotes to the 2014 amendment to this
registration statement, File No. 333 -193882 (“2014 Registration Statement”), incl udes or
discusses the issuance of these securities.  Thus, because the option to purchase these
units was a private placement, you are unable to register the sale these securities on a
primary basis.

2. We note your response to comment one in our letter date d July 30, 2015.  It is premature
to register for resale the 500,000 shares underlying the warrants in the unit purchase
option because the option holder is not currently obligated to acquire these warrants.  See
Securities Act C&DI 139.11 for additional g uidance.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or Jay Ingram, Legal
Branch Chief  at 202 -551-3397 with any questions.

Jose Dias
Tecnoglass Inc.
August 19 , 2015
Page 2

Sincerely,

        /s/ Pamela Long

        Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Jeffrey Gallant , Esq.
 Graubard Miller

August 5, 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Registration Statement on Form S -4
  Filed July 9, 2015
  File No. 333 -205586
  Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed April 15 , 2015
File No. 1 -35436
Form 10 -Q for the Fiscal Quarter Ended March 31, 2015
Filed May 7, 2015

Dear Mr. Dias:

 We have limited our review of your registration statement to those issues we have
addressed in our 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 th is letter by amending your registration statement and providing the
requested information.  Where 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S -4

General

1. Please ensure that the Offer to Exchange disseminated t o security holders contains all the
information required by Item 1010 Regulation M -A, including Item 1010(a)(3) and (a)(4)
and, if material, Item 1010(b).  Refer to Item 10 of Schedule TO and Exchange Act Rule
13e-4(e)(2).

Jose Dias
Tecnoglass Inc.
August  5, 2015
Page 2

 2. To the extent that our comments relate to disclosures within future periodic reports,
please ensure that you also address our comments in future filings.

Liquidity and Cash Flow, page 47

3. We note your disclosure that the “[you] expect that cash flow from operations, proceeds
from borrowings under [your] lines of credit, and the proceeds from the merger will be its
primary sources of liquidity and will be sufficient to fund [your] cash requi rements for
the next twelve months”.  Please expand your disclosure to address the following: explain
why a substantial amount of your loans are short -term; indicate whether long -term debt is
generally available in the countries you operate; and address th e potential risks and
consequences if you are unable to refinance your short term loans.

4. On page 9, you indicate that you are holding company and you derive substantially all of
your operating income from your subsidiaries.  You disclosed that you rely o n the
earnings and cash flows of your subsidiaries to meet your debt service obligations or
dividend payments.  Please address any potential restrictions on your ability to declare
dividends and the potential impact on your liquidity, financial condition a nd results of
operations.

Comparison of quarterly periods ended March 31, 2015 and March 31, 2014, page 48

5. To the extent that multiple items impact your results of operations please revise your
filing to quantify and discuss the reasons for such changes.   In this regard we note that
increased sales commissions and shipping charges impacted SG&A.

Comparison of years ended December 31, 2014 and December 31, 2013, page 49

6. Given the significance of non -operating revenues on your net income, please revise yo ur
disclosure to include a discussion and quantification of the individual items that led to
this income.  In this regard, we note from your footnote disclosure that a substantial
portion of the non -operating revenue was the result of foreign currency tran sactions.

7. Your disclosure indicates that your backlog increased year over year due to contract
awards and business growth.  Please tell us whether you have also included backlog
acquired from RC Aluminum and if so, please revise your disclosure to quantif y how
much of the backlog increase was a result of this transaction.

Contractual Obligations, page 50

8. Please revise your table of contractual obligations to include your estimated interest
obligations.  You should also update your footnote disclosures to  include the estimates
that you used to quantify future interest obligations in your table.

Jose Dias
Tecnoglass Inc.
August  5, 2015
Page 3

 Legal Matters, page 58

9. Please file Graubard Miller’s tax opinion in your next filing

Consolidated Balance Sheet, page FS -4

10. We note that accounts payable and accrued liabilities represent 19% of total liabilities.
Please revise your balance sheet to separately present accounts payable and accrued
liabilities.  To the extent further segregation of your accrued liabilities may be useful in
helping a reader under stand your obligations, please provide footnote disclosures that
quantify and explain the specific nature of such liabilities.

Consolidated Statement of Operations and Comprehensive Income, pages FS -6 and FS -33

11. Given the significance of your related part y transactions, please revise your statement of
income to include related party amounts on the face of your income statement. Please
refer to Rule 4 -08(k) of Regulation S -X.

12. Please revise your statement to include a line under interest expense to allow th e reader to
identify ‘Income Before Taxes’ as a subtotal.

Notes to the Consolidated Financial Statements
Notes to the Condensed Consolidated Financial Statements

Note 5. Variable Interest Entities, page FS -18
Note 3. Variable Interest Entities, page FS -39

13. Regarding the variable interest entities, please provide the following information:
 tell us what percentage of ES Windows LLC and Ventanas Solar S.A. income is
derived from the import and sale of the Company’s products;
 tell us whether you are able to import and sell your products in Florida and Panama
without the assistance of these entities; and
 provide to us a more comprehensive discussion of the facts and circumstances you
analyzed to determine who had the controlling financial interests.  Please sp ecifically
address your consideration of your related parties for the purposes of determining
whether you are the primary beneficiary.  Refer to ASC 810 -10-25.

Note 11. Long Term Debt, page FS -21
Note 6. Long Term Debt, page FS -40

14. Please quantify the amo unt of assets pledged to secure borrowings at each balance sheet
date.

Jose Dias
Tecnoglass Inc.
August  5, 2015
Page 4

 15. We note your disclosure that you were in compliance with debt covenants at December
31, 2014.  Please revise your disclosure to indicate whether you were in compliance with
covenants at March 31, 2015.

Note 20. Acquisitions, page FS -29

16. Please tell us how you accounted for the acquisition of backlog and contracted projects.
Additionally, please tell us whether you have recorded an asset on your balance sheet at
December 31, 2014 for this acquisition.

Note 21. Segment and Geographical Information, page FS -30
Note 9. Segment and Geographical Information, page FS -42

17. Your disclosure indicates that “The Company operates a single segment business for
product sales which consists of geogra phical sales territories.”  Please revise your
disclosure to identify your operating and reporting segment.  It appears to us that your
geographical regions may be your operating segments and that you may be aggregating
these operating segments into one re portable segment.  If that is accurate, please
demonstrate to us how you determined that aggregation was appropriate under ASC
Topic 280 -10-50-11.

18. Please provide all of the disclosures required by ASC 280 -10-50-40 and 50 -41.

Form 10 -K for the Year Ended December 31, 2014

Controls and Procedures, page 27

19. Please amend your Form 10 -K for the year ended December 31, 2014 to also state your
conclusion regarding the effectiveness of your internal control over financial reporting as
required by Item 308(a) of Regulation S -K.  In doing so, please also ensure that you
include currently dated certifications that refer to the Form 10 -K/A.

20. Please also revise your disclosure to state whether there has been any changes in internal
control over financial reporting dur ing the “quarter ended December 31, 2014” rather
than “fiscal year ended December 31, 2013 that has materially affected or is reasonably
likely to materially affect your internal control over financial reporting. See Item 308(c)
of Regulation S -K.

Form 10 -Q for the Period Ended March 31, 2015

21. Please amend your Form 10 -Q for the period ended March 31, 2015 to state your
conclusion regarding the effectiveness of your disclosure controls and procedures as
required by Item 307 of Regulation S -K.  In doing so,  please also ensure that you include
currently dated certifications that refer to the Form 10 -Q/A.  Please also note that
management’s report on internal control over financial reporting is only required in your

Jose Dias
Tecnoglass Inc.
August  5, 2015
Page 5

 annual report on Form 10 -K rather than in yo ur interim reports on Form 10 -Q.  See Item
308(a) of Regulation S -K.

22. Please also revise your disclosure to state whether there has been any changes in internal
control over financial reporting during the quarter ended March 31, 2015 that has
materially af fected or is reasonably likely to materially affect your internal control over
financial reporting. See Item 308(c) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 and 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 requests for a cceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Mindy Hooker , Staff Accountant at 202 -551-3732  or Ernest Greene,
Staff Accountant, at 202 -551-3733  if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Jay Ingram, Legal Branch Chief at 202 -551-3397 with any other questions.

Jose Dias
Tecnoglass Inc.
August  5, 2015
Page 6

 Sincerely,

        /s/ Pamela Long

Pamela Long
Assistant Director

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

CORRESP
1
filename1.htm

        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

	August 3, 2015

VIA EDGAR

Jay Ingram, Esq.

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Tecnoglass Inc.

    Post-effective Amendment No. 2 to Form S-1 on Form S-3

    Filed July 22, 2015

    File No. 333-193882

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated July 30, 2015, relating to the above-captioned Post-Effective
Amendment No. 2 to Form S-1 on Form S-3 (“Registration Statement”).

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.

General

 1. It appears you are registering the resale of common stock underlying warrants that are not yet outstanding and won’t
be outstanding until the exercise of an option to purchase units that you sold to certain selling security holders in connection
with your initial public offering. As a result of the multiple layers of conversion, it is not appropriate to register the resale
of common stock underlying the warrants if the selling security holder must first exercise an option to acquire the units. Please
advise.

We believe the ordinary shares (the “Warrant
Shares”) issuable upon exercise of the warrants (the “Warrants”) included in the units, which units are in turn
issuable upon exercise of certain unit purchase options (the “UPOs”), may be registered for sale by the selling stockholders
for two independent reasons.

 A. The Resales Are Appropriate for Registration

We respectfully submit that it is appropriate
to register the resale of the Warrant Shares on Form S-3 as a secondary offering.

First, we believe the offer and sale of
the Warrant Shares by the selling shareholders is appropriately characterized as a secondary offering. It is well accepted that
the resale of shares underlying outstanding underwriter warrants is treated as a true secondary offering, and we do not believe
the existence of two layers of exercise changes the analysis, because the market risk assumed by a holder of the UPO is no different
than the market risk assumed by the holder of such a warrant. In each case, the holder tenders additional cash consideration in
order to acquire the underlying securities that are being offered for resale. The only difference in the case of the UPO and the
Warrants is the amount of the payment and the number of shares received. The initial sale by the issuer is no less “complete”
in either instance, nor is there a substantial basis for a different evaluation of the factors set forth in of Compliance and Disclosure
Interpretations, Securities Act Forms, P. 214.02, with respect to the resale of the underlying shares.

Second, we do not believe the two layers
of exercise should affect the availability of Instruction I.B.3 of Form S-3. While Instruction I.B.3 relates to “outstanding”
securities, it is well accepted that shares of stock underlying warrants may be registered for resale under this instruction. See,
also, Compliance and Disclosure Interpretations, Securities Act Forms, Q. 116.05 (registration on Form S-3 permitted for
resales of earnout shares that have not been issued or earned) and Q. 116.13 (registration on Form S-3 permitted for resales of
shares to be issued in a Section 3(a)(9) exchange). In each of these cases, as in the case of the UPOs and Warrants as discussed
above, the securities to be issued are deemed outstanding for the purposes of Instruction I.B.3 in circumstances where the holder
is already at market risk.

As a result of the foregoing, we believe that it is appropriate to register the resale of the Warrant Shares on Form S-3 as a secondary offering.

 B. The Company May Register an Indirect Primary Offering on Form S-3

Even if the sale by the selling shareholders
of the Warrant Shares is not treated as a secondary offering as described above, but rather as an indirect primary offering by
the Company, we respectfully submit that the Company may register such a transaction on Form S-3, pursuant to Instruction I.B.6
of Form S-3 and Rule 415(a)(1)(x) and (a)(4). The Company is eligible to rely on these sections because the aggregate sale price
of the Warrant Shares is less than one-third of the Company’s aggregate public float; the Company is not a shell company,
has not been a shell company for 12 months and filed Form 10 information more than 12 months ago; and the Company’s ordinary
shares are listed on the Nasdaq Capital Market.

Accordingly, even if the Staff were to determine
that the offering was not a secondary offering, we respectfully submit that the Company would still be eligible to register the
resale of the Warrant Shares issuable upon exercise of the Warrants included in the UPOs on Form S-3.

 2. We note your response to comment three in our letter dated July 8, 2015. General Instruction I.B.4 would not appear to
be available to cover the shares underlying the warrants that are issuable upon exercise of the unit purchase options because these
warrants are not currently outstanding. Please advise.

We respectfully submit that the Company
may rely on Instruction I.B.6 for the initial issuance by the Company of the Warrant Shares for the reasons set forth under paragraph
B in our response to Comment 1 above.

Furthermore, we believe that the Warrants
should be deemed outstanding for the purposes of Instruction I.B.4. The requirements of Instruction I.B.4 are designed “to
assure that issuers who are subject only to the periodic reporting obligations of Section 15(d) have provided annual report and
proxy type information to persons who will be purchasing securities registered on Form S-3.” See Compliance and Disclosure
Interpretations, Securities Act Forms, P. 216.12. Because the Warrants will be issuable to the persons who hold the UPOs, and such
persons will receive information as required by Instruction I.B.4, we believe the purposes of the instruction have been satisfied
in this instance.

* * * * * * * * * * * * *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

 cc: Mr. Jose Daes

July 30, 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Post -effective Amendment No. 2 to Form S -1 on Form S -3
  Filed July 22 , 2015
  File No. 333 -193882

Dear Mr. Dias:

 We have reviewed your post -effective amendment and have the following comments.

General

1. It appears you are registering the resale of common stock underlying warrants that are not
yet outstanding and won’t be outstanding until the exercise of an option to purchase units
that you sold to certain selling security holders in connection with your initia l public
offering.  As a result of the multiple layers of conversio n, it is not appropriate to register
the resale of common stock underlying the warrants if the selling security holder must
first exercise an option to acquire the units.  Please advise.

2. We note your response to comment t hree in our letter dated July 8, 2015.  General
Instruction I.B.4 would not appear to be available to cover the shares underlying the
warrants that are issuable upon exercise of the unit purchase options because these
warrants are not currently outstanding .  Please advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Si nce the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Jose Dias
Tecnoglass Inc.
July 30, 2015
Page 2

 Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397
with any questions.

Sincerely,

        /s/ Jay Ingram

        Jay Ingram
Legal Branch Chief

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

July 8, 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Post-effective Amendment No. 1 to Form S -1 on Form S -3
  Filed June  25, 2015
  File No. 333 -193882

Dear Mr. Dias:

 We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where 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 registration statement and the information you
provide in response to these comments, we may have additional  comments.

General

1. We note that your registration statement File No. 333 -193882 was declared effective on
June 16, 2014 and served as a post -effective amendment to File No. 333 -178061.  That
registration statement included your audited financial statemen ts for the year ended
December 31, 2013 and should have been updated pursuant to Section 10(a)(3) on or
before April 30, 2015.  Please tell us whether you made offers and sales during the period
in which your audited financial statements were not current.  If offers and sales were
conducted, please provide us with a n analysis of your compliance with Section 5 of the
Securities Act.

2. It appears you are seeking to register the resale of up to 31,266,523 shares of your
common stock yet, the underlying registrat ion statement on Form S -1, File No. 333 -
193882, registered the resale of 7,795,075 shares.  Please be advised that Rule 413 of the

Jose Dias
Tecnoglass Inc.
July 8, 2015
Page 2

 Securities Act does not permit the registration of additional shares by post -effective
amendment. To the extent you wish to r egister additional shares, you must do so on a
new registration statement.

3. Please provide us with an analysis as to why you believe you are eligible to register your
primary offering of 11,000,000 ordinary shares and 900,000 warrants on Form S -3.

4. Please revise to ensure that the number of shares being registered is consistent throughout
your filing.  For example, we note that there is a different disclosed number of shares
being offered for resale in each of the prospectus cover page, “The Offering” o n page
five, and “Selling Securityholders” on page 18.

Selling Securityholders, page 19

5. For any selling securityholder that is a legal entity, please identify the natural person or
persons who exercise voting or investment control or both for the securi ties owned by the
selling securityholder.  For further guidance, please refer to Question 140.02 of the
Compliance and Disclosure Interpretations for Regulation S -K.

Acquisition of Resale Securities, page 21

6. Please briefly describe all the transactions p ursuant to which the selling securityholders
acquired the securities being offered for resale.

Exhibit Index

7. Please disclose the “Form” and “Filing Date” for your legal opinions by Maples & Calder
and Graubard Miller, respectively.

We urge all persons w ho are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any a ction with respect
to the filing;

Jose Dias
Tecnoglass Inc.
July 8, 2015
Page 3

  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 disclos ure in the filing; and

 the company may not assert staff comments and 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 requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsib ilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prio r to the requested effective date of the
registration statement.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397
with any questions.

Sincerely,

        /s/ Jay Ingram

        Jay Ingram
Legal Branch Chief

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller

CORRESP
1
filename1.htm

Tecnoglass Inc.

Avenida Circunvalar a 100 mts de la Via
40

Barrio Las Flores, Barranquilla

Colombia

(57)(5)3734000

June 11, 2014

VIA EDGAR

Ms. Pamela A. Long

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Tecnoglass Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-193882 ( the "Registration Statement")

Dear Ms. Long:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 P.M., June 16, 2014, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:

	(1)	Should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

	(2)	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

	(3)	The Company may not assert staff
comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities law of the United States.

    Very truly yours,

    TECNOGLASS INC.

    By:
    /s/ Jose M. Daes

    Jose M. Daes, Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

        May 29, 2014

Via E-Mail
Mr. Joaquin Fernandez
Chief Financial  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Columbia, South America

 Re: Tecnoglass Inc.
  Amendment No. 2  to Registration Statement on Form S -1
  Filed May 20 , 2014
  File No. 333-193882

Dear Mr. Fernandez :

We reviewed your response letter and the  above -referenced  filing and have the following
comment .

General

1. We have reviewed your response to comment one in our letter dated May 8, 2014.  If you
wish to use this registration statement for the resale of securities issued by you when you
were a shell company, you must identify the selling securityholders as underwriters and you
must co nduct the offering at a fixed price for the duration of the offering.  In addition, we
note that in your response you state that the selling securityholders who received their
securities in transactions in December 2013 received these securities when the c ompany was
no longer a shell company.  However, it appears that certain of these securities were initially
issued when you were a shell company and then were transferred in December 2013.
Because these securities were issued by you when you were a shell c ompany, we believe t hat
you must also identify the  selling security holders  holding such shares  as underwriters and
conduct the offering at a fixed price.  Please revise or remove these securities from this
registration statement.  Please also advise us as to the date of is suance of the securities
discussed under the heading “December 2013 Agreements” on page four.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our co mments and

Mr. Joaquin Fernandez
Tecnoglass Inc.
May 29, 2014
Page 2

 provides any requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your amendment and
responses to our comments.

You may direct questions to Edward M.  Kelly, Senior Counsel,  at (202) 551-3728 or Erin K.
Jaskot, Staff Attorney,  at (202) 551 -3442.

Sincerely ,

       /s/ Erin K. Jaskot , for

Pamela A. Long
Assistant Director

cc: Via E -Mail
 David Alan Miller , Esq.
 Jeffrey M. Gallant, Esq.
 Graubard Miller
 405 Lexington Avenue
 New York, NY 10174

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

        May 8, 2014

Via E-Mail
Mr. Joaquin Fernandez
Chief Financial  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Columbia, South America

 Re: Tecnoglass Inc.
  Amendment No. 1 to Registration Statement on Form S -3 on Form S -1
  Filed April 28 , 2014
  File No. 333-193882

Dear Mr. Fernandez :

We have reviewed  your response letter and the above -referenced filing, and have the
following comments.

General

1. We have reviewed your response to comment two in our letter dated March 10, 2014 .  As
noted previously, you were a shell company before your merger transaction on December 20,
2013.  S ecurityholders who receive d securities from  you when you were  a shell company are
considered underwriters in  connection with any resale of those securities  until one year from
the date  Form 10 information has been  publicly filed , as specified in Rule 144(i).
Accordingly, please identif y such securityholders as underwriters in the registration
statement .  Additionally, you must conduct the offering for resale of these securities at a
fixed price for the duration of the offering.   Please rev ise your registration statement
accordingly  or remove these shares from the registration statement .

2. We have reviewed your response to comment two in our  letter dated  March 10, 2014  relating
to the resale of the shares held by Energy Holding Corporation .  Because  Energy Holding
Corporation is an affiliate who received its securities  in a transaction specified in Rule
145(a), it is considered an underwriter with respect to  any resale of such  securities.   Please
revise the registration statement to identify  Energy Holding Corporation  as an underwriter in
the registration statement and include the fixed price at which Energy Holding Corporation

Mr. Joaquin Fernandez
Tecnoglass Inc.
May 8, 2014
Page 2

 will sell the securities.   Alternatively , please remove these shares from the registration
statement .
Prospectus Summary, page 1

The Offering, page 5

3. We note your response to comment five of our letter dated March 10, 2014  and that you have
excluded certain shares from the total amount of shares  and warrants  being offered b y selling
security holders because such shares and warrants may never be outstanding.  To the extent
that you continue to register the resale of such shares and warrants, these securities should be
included in the total number of securities being offered by selling se curityho lders .  Please
revise your disclosure accordingly.

Selling Securityholders, page 45

4. Footnote (21) in the Early Bird Capital, Inc . tabular row appears to be inadvertent.  We note
that the same footnote appears in the Energy Holding Corporation tabular row.  Please revise.

5. We are unable to locate where you placed footnote (22) in the Energy Holding Corporation
tabular row.  Similarl y, we are unable to locate to which tabular rows footnotes (38) a nd (39)
relate.  Please revise.

Undertakings, page 85

6. Since the Rule 430B undertaking required by Item 512(a)(5)(i) of Regulation S -K is
inapplicable to this registration statement, please remove (4) (i)(A)(B)  on page 86  from the
undertakings.   Similarly, please remove the un dertaking under (b) on page 87.

As appropriate, p lease amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your amendment and
responses to our comments.

Mr. Joaquin Fernandez
Tecnoglass Inc.
May 8, 2014
Page 3

You may direct questions on to Edward M.  Kelly, Senior Counsel,  at (202) 551-3728 or
Erin K. Jaskot, Staff Attorney,  at (202) 551 -3442.

Sincerely ,

       /s/ Erin K. Jaskot , for

Pamela A. Long
Assistant Director

cc: Via E -Mail
 David Alan Miller , Esq.
 Jeffrey M. Gallant, Esq.
 Graubard Miller
 405 Lexington Avenue
 New York, NY 10174

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

        March  10, 2014

Via E-Mail
Mr. Joaquin Fernandez
Chief Financial  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colo mbia, South America

 Re: Tecnoglass Inc.
  Registration Statement on Form S -3
  Filed February 11 , 2014
  File No. 333-193882

Dear Mr. Fernandez :

We have limited our review of your registration statement to those issues that we have
addressed in our comments.   In some of our comments, w e may ask you to provide us
information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and provid ing the
requested information.  Where 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 registration statement and the information you
provide in response to these commen ts, we  may have additional comments.

General

1. Please provide us with a detailed legal analysis of your eligibility to register the primary
offering of the ordinary shares underlying the warrants described in footnote 4 on Form S -3
and the ability for this regi stration statement to serve as a post -effective amendment to your
Form S -1 (333 -178061).  In this regard, it does not appear that you meet the public float
requirements of General Instruction I.B.1 to Form S -3, and you are not eligible to rely on
General I nstruction I.B.6 t o Form S -3 because you were a shell company before your merger
transaction on December 20, 2013. To the extent that you are not eligible to use Form S -3,
please file a pre -effective amendment to this registration statement on a form which you are

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 2

 eligible to use for a primary offering and provide primary offering information throughout
the pre -effective amendment.  Alte rnatively, remove from this registration statement all
primary offering securities.

2. With respect to the resale of shares previously issued by the shell company or issued in
connection with your initial business combination, it appears that you may not be eligible to
rely on General Instruction I.B.3 to Form S -3 as securityholders who receive securities from
a shell company or certain securityholders who receive securities in a transaction specified in
Rule 145 are considered underwriters in connection with  any resale of those securities.
Additionally, because it appears that you are ineligible to use Form S -3 for a primary offering
and you may not conduct an at the market offering under Rule 415(a)(1)(x) of Regulation C
under the Securities Act, you must co nduct the offering for resale of these securities at a
fixed price for the duration of the offering.  As appropriate, please amend the registration
statement on a form for which you are eligible to conduct the offering , and revise your
disclosure throughou t the registration statement to address these requirements , including
identifying the selling securityholders as underwriters in the registration statement.  For
guidance you may wish to refer to Securities Act Release No. 33 -8869 and Question 137.01
of the Compliance and Disclosure Interpretations for Securities Act Rules.

3. We note that you are registering for resale earnout shares issuable to Energy Holding Corp.
upon the achievement of specified targets.  Please advise us as to your ability to register the
resale of such shares even though such shares were not outstanding a s of the date the
registration statement was filed.  See Question 139.06 of the Compliance and Disclosure
Interpretations for Securities Act Sections.

4. We note that pursuant to Rule 429 this is a combined prospectus relating to Form S -1 (333 -
178061).  Plea se identify the amount of unsold securities from the Form S -1 that you are
including in this registration statement, and identify the filing fee paid in connection with
such unsold securities.  Refer to Securities Act Rule 415(a)(6) and Question 212 .24 of the
Compliance and Disclosure Interpretations  for Securities Act Rules.

Calculation of Registration Fee

5. The number of securities shown as being registered is inconsistent with disclosure throughout
the registration statement regarding the number of secur ities being offered.  For example, it
appears from the  fee table that you are registering a total of 36,766,523 ordinary shares for
resale, but this is inconsistent with the disclosure on the prospectus cover page.  In addition,
it is unclear why the prospectus cover page states that 1,000,000 ordinary shares are being
registered in the primary offering.  Please ensure that the number of shares being registered is
consistent throughout, including on the outside front cover page, “The O ffering” on page

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 3

 five, and “Selling Securityholders” on page 18.  Please also advise why you have excluded
certain shares from the total number being offered by selling securityholders, as disclosed on
page five.  As appropriate, please revise throughout t he registration statement.

Background of this Prospectus, page 2

6. For greater clarity, specify in the last paragraph of each subsection under this heading the
number of securities being registered on this registration statement.

Selling Securityholders, page 18

7. Describe briefly how each selling securityholder acquired the securities being offered for
resale.

8. For any selling securityholder that is a legal entity, identify the natural person or persons who
exercise voting or investment control or both for  the securities owned by the selling
securityholder.  Refer to Question 140.02 of the Compliance and Disclosure Inter pretations
for Regulation S -K.

9. Please disclose any position, office , or other material relationship that any selling
securityholder has ha d within the past three years with you or any of your predecessors or
affiliates.  Refer to Item 507 of Regulation S -K.

10. Identify by footnote or otherwise any selling securityholder that is a broker -dealer or an
affiliate of a broker -dealer.  We also note the disclosure in the last paragraph on page 21.
Please confirm whether this disclosure applies to the shares being registered for resale by
EarlyBirdCapital, Inc.

Undertakings, page II -1

11. Include the Rule 430C undertaking required by Item 512(a)(5)(ii) of Regulation S -K.

Exhibits

12. Include as exhibits all material agreements relating to the securities being registered under
this registration statement, including any escrow agreements, registration rights agreements,
warrant agreements, and subscription agreements.

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 4

Exhibits 5.1 and 5.2

13. The statement at the end of the first paragraph in each opinion that the registration statement
covers 5,000,000 ordinary shares underlying the insider warrants and working capital
warrants to the extent those warrants ar e transferred before exercise is inconsistent with the
information in the calculation of registration fee table that 5,500,000 ordinary shares
underlying the insider warrants and working capital warrants are being registered.  Please
reconcile the opinions  and the calculation of registration fee table.  Please also update the
legal opinions to the extent that the number of shares being registered is revised based on our
related comments above.

Exhibit 5.2

14. We note that the opinion provided in paragraph 3.2  assumes that the shares have not yet been
issued by the company.  Please have counsel revise the opinion to reflect that the shares
being offered for resale are already issued and outstanding.

Closing

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the infor mation that the Securities Act  and all
applicable  Securities Act rules require.  Since the company and its management are in possession
of all facts relat ing to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures that  they have made.

Notwithsta nding our comments, if  you request acceleration of the effective date of the
pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 th e disclosure in the filing; and

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 5

  the company may not assert staff comments and 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 requests for ac celeration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act  and the Securities Exchange Act  as they relate to the proposed public offering
of the s ecurities specified in the  registration statement.  Please allow adequate time for us to
review any amendment before  the requested effective date of the registration stateme nt.

You may direct questions on other comments and disclosure issues to Edward M.  Kelly,
Senior Counsel,  at 202-551-3728 or Erin K. Jaskot, Staff Attorney,  at (202) 551 -3442.

Very truly yours ,

       /s/ Erin K. Jaskot, for

Pamela A. Long
Assistant Director

cc: Via E -Mail
 David Alan Miller , Esq.
 Jeffrey M. Gallant, Esq.
 Graubard Miller
 405 Lexington Avenue
 New York, NY 10174

November 20 , 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
 Revised Preliminary Proxy Statement on Schedule 14 A
Filed November 12, 2013
File No. 001 -35436

Dear Mr. Weil :

We have reviewed  your response letter and the above -referenced filing, and have the
following comment s.

General

1. We note your reference to “Tecnoglass” throughout the prospectus, including on page one
where you state that “Tecnoglass” shareholders will receive total merger consideration of
$212.2 million and on page two where you note that “Tecnoglass” may w aive the condition
that Andina have cash on hand of at least $33.5 million.  Please clarify whether this reference
should be to Tecnoglass Holding or if instead it is referencing Tecnoglass S.A.

2. We have read your response to prior comment two of our lette r dated October 25, 2013.
Please provide a more robust explanation regarding how you intend to account for the
reorganization of Tecnoglass and ES into Tecnoglass Holdings.  Please address how you will
account for the related party investments between the se entities.

Post-Business Combination Structure, page 14

3. Please revise your chart to include the ownership of Andina Sponsor/Insider Shares, Andina
Public Shares and ES/TG Holder Shares.

Risk Factors, page 33

4. We note your revisions in response to co mments 21 and 22 of our letter dated October 25,
2013.  In particular, we note your inclusion of mitigating language throughout the risk
factors , such as your disclosure on page 37 stating that you have historically been successful

B. Luke Weil
Andina Acquisition  Corporation
November 20 , 2013
Page 2

 in hedging against rate fluctuations and your disclosure on page 38 that you have not had any
difficulties in repatriating profits from foreign countries .  Please revise this section to remove
such mitigating language.  While the risk factors should explain how the specific risk applies
to your company and provide the information investors need to assess the magnitude of the
risk, mitigating language is not generally appropriate.  To the extent a risk factor is generic
and does not actually represent a material risk to your compan y, please remove such risk
factor.

The home building industry and the home repair and remodeling sector are regulated . . ., page
34

Changes in building codes could lower the demand . . ., page 34

5. We note your disclosure that “because Tecnoglass  and ES have met the stringent
construction requirements enacted by Miami -Dade County, neither company has failed to
meet the regulatory demands of any other jurisdiction.”  It is unclear why compliance in
Miami -Dade county would mean that the company was also in compliance with all other
jurisdictions.  We also note that the majority of your business operates outside Miami -Dade
and therefore the relevance of this statement is unclear.  Finally, we note that this is
mitigating language that is generally ina ppropriate, as noted in the comment above.

Background of the Merger, page 55

6. We note your revisions in response to comments 26, 27 and 28 of our letter dated October
25, 2013.  Please further revise this section to explain the material issues discussed a t each of
the meetings, the positions taken by those involved in each meeting, and why certain the
parties ultimately agreed upon certain issues or terms.  We note for example the April 4,
2013 meeting at which participants discussed certain points of the letter of intent, answered
questions regarding the structure, valuation and process, and noted that the financial position
had improved since the initial discussion on valuation.  However, your disclosure does not
explain what was discussed about the lette r of intent, the structure, the valuation and process,
or the specific changes in financial position that led to Andina offering increased
consideration.  We note similar vague references throughout this section, such as changes to
the terms of the release  of the contingent consideration, but without an explanation as to the
actual changes that were made.  Please revise this section accordingly.

Projections Furnished by Tecnoglass Holding to Andina, page 63

7. Please remove the language on page 64 stating t hat “reliance should not be placed on the
projections.”

B. Luke Weil
Andina Acquisition  Corporation
November 20 , 2013
Page 3

 Comparable Company Analysis, page 65

8. We note that Andina’s management considered only Apogee Enterprises, Inc. and PGT, Inc.
in its calculations for the Comparable Company Analysis.  Please discl ose how management
considered the other companies listed on page 65 in its analysis, if at all.  Please also explain
why the board felt it was sufficient to use only two companies in its analysis.

Satisfaction of 80% Test, page 66

9. Please disclose the mul tiples for the closest comparable companies used in management’s
analysis and how management determined that a multiple of 9.0 was appropriate to use for
Tecnoglass and ES.

Unaudited Pro Forma Condensed Combin ed Financial Statements, page 79

10. Please revis e your filing to provide appropriate pro forma adjustment to reflect the
reorganization of ES and Tecnoglass into one entity.  In this regard, we note that several
adjustments included in the column “pro forma adjustments assuming no exercise of
conversion ” appear to more appropriately belong in the third column titles “pro forma
adjustments.”

Business of Tecnoglass and ES, page 121

11. We note that you have removed your discussion of strategic commercial allies and certain
well-known projects in response to comments 38 and 39 of our letter dated October 25, 2013.
However, we note that this disclosure continues to appear on page 139.  Please revise
accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Tecnoglas s and ES, page 127

Results of Operations, page 133

12. We note your disclosure that sales in Colombia grew 28% for the year ended December 31,
2011 as compared to the year ended December 31, 2012, and 43% for the nine months ended
September 31, 2012 as compared to the nine months ended September 30, 2013.  Ple ase
disclose how much of this increase was due to sales made to ES.

Beneficial Ownership of Securities, page 148

13. It does not appear that you have included Joaquin Fernandez in the table under Directors and
Executive Officers Post -Merger.  Please revise  accordingly.

B. Luke Weil
Andina Acquisition  Corporation
November 20 , 2013
Page 4

 Tecnoglass S.A.

General

14. We note that you have disclosed the date through which subsequent events have been
evaluated in your annual financial statements.  Please also provide this disclosure in your
interim financial information.  Please refer to ASC Topic 855 -10-50.

Statements of Income and Comprehensive Income, pages FS -5 and FS -23

15. Please revise your statements of Income and Comprehensive Income to include the
Components of and the total for other comprehensive income as well as a tota l for
comprehensive income in the statement of comprehensive income .  Please refer to ASC
Topic 220 -10.

Statement of Cash Flow, pages FS -7

16. We note that you continue to present changes in financial liabilities under cash flow from
financing activities as  a net movement.  Please revise your filing to reflect additions and
reductions if appropriate.

Note 2 1 – Contingencies, page FS -20
Note 22 – Contingencies, page FS -44

17. We have read your updated disclosures.  Please revise your filing to include the possible
range of loss for the wrongful death lawsuit.  If you are unable to determine a possible range
of loss, then please disclose the amount of damages being sought in the lawsuit.

Independent Auditor’s Report, page FS -21

18. We note that your external a uditor has issued a new report dated November 6, 2013.  Please
tell us how this is compliant with AU Section 530 and why the report date was changed.

Note 23 – Subsequent Events, page FS -44

19. We note that you have evaluated subsequent events through March 8, 2013, the date which
the financial statements ever available to be issued and we note that the auditor’s report was
dated November 6, 2013.  Please tell us why subsequent events were not updated through the
date the auditor signed their report.

B. Luke Weil
Andina Acquisition  Corporation
November 20 , 2013
Page 5

 C.I.Energia Solar S.S. ESWindows

Statements of Income and Comprehensive Income, pages FS -47 and FS -66

20. Please revise your statements of Income and Comprehensive Income to include the
Components of and the total for other comprehensive income as well as a tot al for
comprehensive income in the statement of comprehensive income .  Please refer to ASC
Topic 220 -10.

Note 2 – Summary of Significant Accounting Policies, page s FS-52 and FS -72

Recognition of Revenues, Costs and Expenses, pages FS -55 and FS -75

21. Please  revise your disclosure to address whether you have recorded any material provisions
for losses on uncompleted contracts.  In addition, please revise your balance sheet, as
appropriate, to include line items for billed or unbilled amounts related to percen tage of
completion revenue recognition as required by Rule 5 -02 of Regulation S -X.

Note 6 – Investments, page s FS-59 and FS 79

22. Please revise your filing to specifically disclose and discuss what “investment on shares”
relates to and how it is accounted for.

Independent Auditor’ s Report, page FS -64

23. We note that your external auditor has issued a new report dated November 6, 2013.  Please
tell us how this is compliant with AU Section 530 and why the report date was changed.

Note 23 – Subsequent Events, page FS -86

24. We note that you have evaluated subsequent events through March 8, 2013, the date which
the financial statements ever available to be issued and we note that the auditor’s report was
dated November 6, 2013.  Please tell us why subsequent events  were not updated through the
date the auditor signed their report.

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 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 filing and the information you provide in response to these  comments, we
may have  additional comments.

B. Luke Weil
Andina Acquisition  Corporation
November 20 , 2013
Page 6

 You may contact Mindy Hooker , Staff Accountant, at 202 -551-3732 or John Cash ,
Accounting Branch Chief, at 202-551-3768  if you have questions regarding comments on the
financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney,  at 202-551-
3442, or me at 202-551-3765 with any other questions.

Sincerely,

 /s/ Pamela A. Long

Pamela A. Long
Assistant Director

cc:   Jeffrey M. Gallant, Esq. ( via E -mail)
 Graubard Miller

CORRESP
1
filename1.htm

        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

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

CORRESP
1
filename1.htm

ANDINA ACQUISITION CORPORATION

Carrera 10 No. 28-49

Torre A. Oficina 20-05

Bogota, Colombia

March 16,
2012

VIA EDGAR

Ms. Mara L. Ransom

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:
    Andina Acquisition Corporation (the "Company")

    Registration Statement on Form S-1 originally filed November 18, 2011

    (File No. 333-178061) (the "Registration Statement")

Dear Ms. Ransom:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 P.M., Friday, March 16, 2012, or as soon thereafter
as practicable.

In connection with
the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:

	(1)	Should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

	(2)	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

	(3)	The Company may not assert staff
comments and 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.

    Very truly yours,

ANDINA
ACQUISITION CORPORATION

    By:
    /s/ Julio A. Torres

    Name: Julio A. Torres
Title: Co-Chief Executive Officer

EARLYBIRDCAPITAL, INC.

275 Madison Avenue

New York, New York 10016

March 16, 2012

VIA EDGAR

Ms. Mara L. Ransom

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:
    Andina Acquisition Corporation (the "Company")

    Registration Statement on Form S-1 originally filed November 18, 2011

    (File No. 333-178061) (the "Registration Statement")

Dear Ms. Ransom:

In connection with the Registration Statement
on Form S-1 of Andina Acquisition Corporation, the undersigned, which is acting as the representative of the underwriters of the
offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 P.M., Friday, March
16, 2012 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933.

    Very truly yours,

    EARLYBIRDCAPITAL, INC.

    By:
    /s/ Steven Levine

    Name: Steven Levine

    Title: Managing Director

EARLYBIRDCAPITAL, INC.

275 Madison Avenue

New York, New York 10016

March 16, 2012

VIA EDGAR

Ms. Mara L. Ransom

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:
    Andina Acquisition Corporation (the "Company")

    Registration Statement on Form S-1 originally filed November 18, 2011

    (File No. 333-178061) (the "Registration Statement")

Ladies and Gentlemen:

In accordance with the provisions of Rule
460 under the Securities Act of 1933, the undersigned, as the representative of the underwriters of the proposed offering of securities
of Andina Acquisition Corporation, hereby advises that copies of the Preliminary Prospectus, dated March 12, 2012, were distributed
on or about March 12, 2012, as follows:

745 to individual investors;

496 to FINRA members (which included 6 prospective
underwriters and selected dealers); and

341 to institutions.

The undersigned has been informed by the
participating dealers that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary
Prospectus, dated March 12, 2012, have been distributed to all persons to whom it is expected that confirmations of sale will be
sent; and we have likewise so distributed copies to all customers of ours. We have adequate equity to underwrite a “firm
commitment” offering.

    Very truly yours,

    EARLYBIRDCAPITAL, INC.

    By:
    /s/ Steven Levine

    Name: Steven Levine

    Title: Managing Director

CORRESP
1
filename1.htm

    Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1901

(212) 818-8800

    facsimile

        direct dial number

(212) 818-8881

(212) 818-863

    email address

    jgallant@graubard.com

     January 23, 2012

VIA FEDERAL EXPRESS AND EDGAR

Ms. Mara L. Ransom

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:    Andina Acquisition Corporation

         Amendment No. 1 to
Registration Statement on Form S-1

         Filed December 28, 2011

         File No. 333-178061

Dear Ms. Ransom:

On behalf of Andina Acquisition Corporation
(“Company”), we respond as follows to the Staff’s comment letter, dated January 10, 2012, relating to the above-captioned
Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those
set forth in Amendment No. 2 to the Registration Statement (“Amendment No. 2”), a copy of which has been marked with
the changes from the original filing of the Registration Statement. We are also delivering three (3) courtesy copies of such marked
Amendment No. 2 to Charles Lee. 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.

Please note that in addition to responding
to the Staff’s comments, the Company has applied to list its securities on the Nasdaq Capital Markets. Accordingly, we have
made all the necessary changes to the disclosure in the Registration Statement to accommodate such listing, including, but not
limited to, adding the requirement that the Company acquire a target business having a fair market value equal to at least 80%
of the balance in the Company’s trust account at the time of the execution of a definitive agreement for such business combination.

Securities and Exchange Commission,

January 23, 2012

Page 2

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 performing emerging markets over the past decade” on page 51.

We have revised the disclosure on pages
2, 50 and 51 of the Registration Statement to remove the above referenced statements.

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 generic. Please either remove such statement or specifically describe
the types of contacts each director has in the private sector 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 Disclosure Interpretations (Regulation
S-K).

We have revised the disclosure on pages
65 and 66 to describe the types of contacts each director has in the private sector as requested.

Exhibit 4.2

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

We have filed the specimen ordinary share
certificate as Exhibit 4.2 with Amendment No. 2 as requested.

Exhibit 5.2

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

We have revised the opinion of counsel
and filed it as Exhibit 5.21 with Amendment No. 2 as requested.

Securities and Exchange Commission,

January 23, 2012

Page 3

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 information that was not omitted in reliance on Securities Act Rule 430A, and such
prospectus must be deemed to be part of and included in the registration statement. Please revise.

We have revised the disclosure on pages
II-3 and II-4 of the Registration Statement as requested.

If you have any questions, please do
not hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

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

CORRESP
1
filename1.htm

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1901

(212) 818-8800

facsimile

direct dial number

(212) 818-8881

(212) 818-8638

email address

jgallant@graubard.com

December 28, 2011

VIA FEDERAL EXPRESS

Ms. Mara L. Ransom

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

Re:

Andina Acquisition Corporation

Registration Statement on Form S-1

Filed November 18, 2011

File No. 333-178061

Dear Ms. Ransom:

On behalf of Andina Acquisition Corporation (“Company”), we respond as follows to the Staff’s comment letter, dated December 16, 2011, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”).  Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement (“Amendment No. 1”), a copy of which has been marked with the changes from the original filing of the Registration Statement.  We are also delivering three (3) courtesy copies of such marked Amendment No. 1 to Charles Lee.  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.

General

1.

Please file or submit all of your exhibits with 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.

We have filed the majority of exhibits with Amendment No. 1 as requested.  The remaining exhibits will be filed as soon as possible.

Securities and Exchange Commission

December 28, 2011

Page 2

2.

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

Prior to the effectiveness of the Registration Statement, we will arrange to have the Financial Industry Regulatory Authority (“FINRA”) call the Staff or provide it with a letter indicating that FINRA has cleared the offering as requested.

3.

With respect to statements regarding the competitive position or economic growth of the Andean region and/or a specific country, please disclose whether such statements represent your management’s reasonable belief or are attributable to third-party sources. If they represent your management’s belief, then please disclose the basis for such belief. If they are attributable to third-party sources, then please disclose the name of such sources.

All statements utilized in the Registration Statement are attributable to third-party sources or are management’s reasonable belief based on the information contained in such third-party sources.  We have revised the disclosure on pages 2, 51 and 52 of the Registration Statement as requested to clarify the third-party sources utilized.

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 business transaction.

We have revised the disclosure on pages 3, 11 and 55 of the Registration Statement as requested.

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 significantly 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.

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

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 majority 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 “representing three-quarters in value of the shareholders voting together as one class” for mergers or consolidations. Please also clarify whether the statement that the “shareholder resolution [be] approved by a majority in number” means majority of shares voted or majority of shares outstanding.

Securities and Exchange Commission

December 28, 2011

Page 3

We have revised the disclosure on pages 4, 56, 75 and 78 to clarify the above-referenced disclosure as requested.

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 the trust account are not reduced by the claims of target business or vendors or other entities that are owed money.

We have filed the above-referenced agreement as Exhibit 10.1 with Amendment No. 1 as requested.

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 securities 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 warrants become exercisable in light of Section 102.01F of the New York Stock Exchange Listed Company Manual and Rule 5110(c) of the NASDAQ Stock Market Rules.

We have revised the disclosure on page 25 of the Registration Statement to remove the above-referenced statement.

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.

We have revised the disclosure on page 45 of the Registration Statement as requested.

Securities and Exchange Commission

December 28, 2011

Page 4

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 not a national securities exchange.

We have revised the disclosure on page 61 of the Registration Statement as requested.

Management, page 64

Directors and Executive Officers, page 64

11.

Please disclose specifically the “operational experience,” “business experience” and “extensive contacts” for each director 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 Disclosure Interpretations (Regulation S-K).

We have revised the disclosure on pages 64 and 65 of the Registration Statement as requested.

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 Instruction 2 to Item 403 of Regulation S-K.

We have revised the disclosure on page 70 of the Registration Statement as requested.

Description of Securities, page 74

Amended and Restated Memorandum and 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 current disclosure implies that despite the 90% threshold in your memorandum and articles of association, the Companies Law still permits your memorandum and articles of association to be amended by the vote of two-thirds of your outstanding ordinary shares.

We have revised the disclosure on page 80 of the Registration Statement as requested.

Securities and Exchange Commission

December 28, 2011

Page 5

14.

Please disclose whether there are any provisions in your amended and restated memorandum and articles of association that will apply to you until you consummate your initial business combination and that may not be amended until such consummation, even if you receive the requisite votes for an amendment.

We have revised the disclosure on page 80 of the Registration Statement as requested.

Note 2 – Significant Accounting Policies, page F-9 Subsequent Events, page F-11

15.

Please disclose the date through which subsequent events have been evaluated. Refer to ACS 855-10-50-1a.

We have revised the disclosure on page F-11 of the Registration Statement as requested.

Item 17. Undertakings, page II-3

16.

Please provide the undertaking required by Item 512(a)(5)(ii) and (a)(6)(iv) of Regulation S-K.

With respect to the undertaking required by Item 512(a)(5)(ii), the offering is being made in reliance on Rule 430A.  Accordingly, Rule 430C is not applicable.  As a result, the undertaking required by Item 512(a)(5)(ii) is not necessary as it relates only to offerings relying on Rule 430C.  We therefore have not revised the disclosure in Item 17 with respect to this portion of the Staff’s comment.

With respect to the undertaking required by Item 512(a)(6)(iv), we have revised page II-4 of the Registration Statement as requested.

Signatures, page II-5

17.

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

We have revised the signature page of the Registration Statement as requested.

Securities and Exchange Commission

December 28, 2011

Page 6

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

JMG:kab

Enclosures

cc:

Julio A. Torres

Eduardo Robayo

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