SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Torres Julio A.

(Last)

(First)

(Middle)

ANDINA ACQUISITION CORP. II

250 WEST 57TH ST., SUITE 2223

(Street)

NEW YORK

10107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/24/2015

3. Issuer Name and Ticker or Trading Symbol
Andina Acquisition Corp. II [ ANDA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Share⁽¹⁾	46,798	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Right to Receive Ordinary Share⁽¹⁾	⁽²⁾	⁽³⁾	Ordinary Share	929	⁽²⁾	D
Redeemable Warrant⁽¹⁾	⁽⁴⁾	⁽⁵⁾	Ordinary Share	3,250	⁽⁶⁾	D

Explanation of Responses:

1. Includes securities underlying 6,500 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Mr. Torres irrevocably committed to purchase. Each unit ("Unit") consists of one ordinary share, one right ("Right") to receive one-seventh of one ordinary share upon the consummation of the Issuer's initial business combination and one redeemable warrant ("Warrant") entitling the holder to purchase one-half of one ordinary share. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering.

2. Each Right entitles the holder to receive one-seventh (1/7) of one ordinary share upon consummation of the Issuer's initial business combination.

3. If the Issuer fails to consummate an initial business combination within eighteen (18) months from the closing of the Issuer's initial public offering (or 21 months if certain criteria are met), the Issuer will be dissolved and the Rights will expire worthless.

4. Each Warrant will become exercisable on the later of the completion of an initial business combination and November __, 2016.

5. Each Warrant will expire five years after the completion of an initial business combination, or earlier upon redemption.

6. Each Warrant entitles the holder thereof to purchase one-half of one ordinary share at a price of $11.50 per full share, exercisable in multiples of two.

Remarks:

	/s/ Julio A. Torres	11/24/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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