Andina Acquisition Corp. III

Calle 113 # 7-45 Torre B

Officina 1012

Bogota, Colombia

VIA EDGAR

June 15, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Ladies and Gentlemen:

Andina Acquisition Corp. III (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on June 9, 2021, regarding the Amendment No. 1 to the Company’s Registration Statement on Form S-4 submitted to the Commission on May 26, 2021.

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments will be made in the Amendment No. 2 to the Company’s Registration Statement on Form S-4 (the “Registration Statement”). Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Registration Statement.

Form S-4/A filed May 26, 2021

Certain Other Benefits in the Business Combination, page 12

In response to the Staff’s comment we have revised the disclosure on page 13 of the Registration Statement.

Unaudited Pro Forma Condensed Combined Financial Information and Other Data

Unaudited Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2021, page 22

In response to the Staff’s comment, we have revised our presentation on page 22 of the Registration Statement.

In response to the Staff’s comment we have revised net loss in the combined column on page 22 of the Registration Statement.

Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2020, page 23

In response to the Staff’s comment we have revised the disclosure on page 23 of the Registration Statement. We respectfully note, however, that based upon the revised proposed accounting treatment described in our response to the Staff’s second comment below related to Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, our presentation of pro forma operating loss has changed to $15,412.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 24

In response to the Staff’s comment we have revised our disclosure on page 25 to more fully clarify this pro forma adjustment.

In response to the Staff’s comment, we have revised the proposed accounting treatment reflected in Note (7) on page 25 of the Registration Statement to be consistent with a sale-leaseback transaction with continuing involvement using the financing method consistent with ASC 840-40 and ASC 320-20.  Accordingly, a financing obligation related to the operating lease in the amount of the sale price ($7,500 thousand) has been booked and the corresponding assets on the balance sheet are maintained. Under the finance method, rental payments are applied as amortization and/or interest expense on the financing obligation as appropriate using an assumed interest rate. For the reasons presented below, the full amount of the rental payments has been applied to interest expense (explanation below). If the transaction subsequently qualifies for sales recognition under ASC 840-40 and ASC 360-20 (e.g., due to Stryve no longer having continued involvement), the transaction would, at that time, be accounted for using sale-leaseback accounting, and the cumulative change in the related balance sheet accounts would be included in the computation of the gain.

The implicit interest rate used for purposes of the unaudited pro forma condensed combined financial information included in the Registration Statement was determined as follows:

Unaudited Comparative Share Information for the Three Months Ended March 31, 2021, page 27

In response to the Staff’s comment we have revised the pro forma stockholders’ equity as of March 31, 2021, assuming no redemptions, on page 27 of the Registration Statement. We respectfully note, however, that based upon the revised proposed accounting treatment described in our response to the Staff’s second comment above related to Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, our presentation of pro forma stockholders’ equity has changed to $47,578.

Certain Projected Financial Information, page 118

In response to the Staff’s comment we have revised the disclosure on page 118 of the Registration Statement.

In response to the Staff’s comment we have we have revised the disclosure on pages 118-120 of the Registration Statement.

Material U.S. Federal Income Tax Consequences of the Domestication to Andina Shareholders, page 121

In response to the Staff’s comment, we have revised the disclosure on page 48 and page 124 of the Registration Statement. Additionally, we respectfully call the Staff’s attention to the statement on page 122 of the Registration Statement which says “The following description is the opinion of Ellenoff Grossman & Schole LLP.” Ellenoff Grossman & Schole LLP’s tax opinion, which is included as Exhibit 8.1 to the Registration Statement, also confirms that the statements in the Registration Statement under the heading “Proposal 2: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences of the Domestication to Andina Shareholders” are the opinion of the Company’s tax counsel.

Critical Accounting Estimates

Goodwill, page 190

In response to the Staff’s comment, we have expanded the disclosure on page 191 of the Registration Statement. In our revised disclosure, we have assumed that the Entity’s (Reporting unit’s) current carrying value, which we derived from information included in the Company’s financial statements as of December 31, 2021, is $20.7 million, which represents the assets of the business less non-debt liabilities. This current carrying value was determined as follows:

Andina Acquisition Corp. III Financial Statements as of and for the Three Months Ended March 31, 2021 and 2020

Note 2 - Restatement of Interim Financial Statement, page F-21

The Company considered the following facts and circumstances in determining to restate its interim condensed financial statements for three month period ended March 31, 2021 (the “Interim Financial Statements”).

Subsequent to the Company’s filing of its quarterly report on Form 10-Q for the three month period ended March 31, 2021 (the “Original Report”) with the Securities and Exchange Commission (the “SEC”), the Company became aware that guidance issued by the Financial Accounting Standard Board (FASB) in Accounting Standard Codification (ASC) 480-10-S99 (the “Guidance”) may have been misapplied when assessing the classification of the Company’s redeemable ordinary shares (“Public Shares”). Based on the Guidance, we identified a potential understatement in the number of Public Shares that the Company could potentially redeem under the terms of our Amended and Restated Memorandum and Articles of Association (the “Current Charter”) in view of the fact that in January 28, 2021, the Company entered into firm committed subscription agreements with certain institutional investors for a private placement of $42,500,000 of Class A Common Stock (the “Closing PIPE Investment”) expected to be consummated as a condition to the closing of the Business Combination. Proceeds from the PIPE Investment, when consummated, would enable us to redeem all of our Public Shares without failing to maintain $5,000,001 of minimum net tangible assets required to complete a business combination as stated in our Current Charter. We believe that this is a material fact that we did not take into consideration when assessing the classification of our Public Shares under the Guidance. Following our discovery of this error, the Company performed a materiality assessment, which led us to conclude that our interim financial statements could no longer be relied upon because Special Purpose Acquisition Corporation (“SPAC”) investors consider redemptions as critical to the portrayal of a SPAC’s financial statements. The Company’s Audit Committee authorized management to restate the Interim Financial Statements and the Company included the restated Interim Financial Statements in its amendment to the Original Report filed with the SEC on May 25, 2021.

For additional background, the Company’s outstanding shares include (i) ordinary shares that are subject to potential redemption upon the occurrence of business combination (“Public Shares”) and (ii) ordinary shares that, due to contractual restrictions, are not subject to redemption. Section 48.2 of our Current Charter states the following:

Prior to the consummation of any Business Combination, the Company shall either

Since the sole purpose of the Company is to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, our Current Charter limits the amount of Public Shares that we may redeem without failing to maintain the $5,000,001 minimum net tangible assets requirement. In the event, in connection with a business combination, holders of Public Shares elect to redeem such number of shares as would cause us to fall below the minimum requirement, no Public Shares would be redeemed, the business combination would not occur and, if the Company is unable to identify another business combination in accordance with the terms of our Current Charter, we would eventually be forced to liquidate. The foregoing notwithstanding, we consider all committed sources of capital that would be available to us in our measurement of redeemable shares, which may be important information to investors.

The Guidance we principally rely upon is the following sections of ASC 480-10-S99:

14. If an equity instrument subject to ASR 268 is currently redeemable (for example, at the option of the holder), it should be adjusted to its maximum redemption amount at the balance sheet date. If the maximum redemption amount is contingent on an index or other similar variable (for example, the fair value of the equity instrument at the redemption date or a measure based on historical EBITDA), the amount presented in temporary equity should be calculated based on the conditions that exist as of the balance sheet date…

15. …If it is probable that the equity instrument will become redeemable (for example, when the redemption depends solely on the passage of time), the SEC staff will not object to either of the following measurement methods provided the method is applied consistently:

b. Recognize changes in the redemption value (for example, fair value) immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the instrument.

18. If classification of an equity instrument as temporary equity is no longer required (if, for example, a redemption feature lapses, or there is a modification of the terms of the instrument), the existing carrying amount of the equity instrument should be reclassified to permanent equity at the date of the event that caused the reclassification. Prior financial statements are not adjusted. Additionally, the SEC staff believes that it would be inappropriate to reverse any adjustments previously recorded to the carrying amount of the equity instrument (pursuant to paragraphs 14–16) in conjunction with such reclassifications.

The Company believes that such Guidance applies to special purpose acquisition companies and to the facts and circumstances relevant to the Company, as the Company is precluded from redeeming Public Shares in connection with a business combination if redeeming all of the Public Shares for which redemption has been requested would cause the Company to fall below the requirement that we maintain at least $5,000,001 of minimum net tangible assets in a business combination. Accordingly, the Company has determined that adjusting Public Shares to the maximum number of shares redeemable at each balance sheet date is most consistent with the above Guidance.

Further, based on the Company’s having entered into the subscription agreements with investors in the Closing PIPE Investment, the Company has determined, in consultation with its Audit Committee, that based on the investors’ contractual obligations under the subscription agreements, on the date that the Business Combination is consummated, the Company will be able to maintain the minimum required $5 million in tangible net assets and will have the ability to redeem all of the Public Shares (assuming that aggregate value of such Public Shares is approximately $13.54 million, which is the value of the cash and investments in the Company’s trust account as of June 10, 2021). As such, in accordance with the Guidance and based on the Company having entered into the subscription agreements related to the Closing PIPE Investment, all of the redeemable ordinary shares should be classified outside of permanent equity, as temporary equity, with the offset recorded to additional paid-in capital and accumulated deficit.

Stryve Foods, LLC Financial Statements as of and for the Three Months ended March 31, 2021 and 2020

Note 12 - Subsequent Event, page F-65

In response to the Staff’s comment, we have revised the footnote on page F-65 of the Registration Statement.

We thank the Staff for its review of the foregoing and the registration statement. If you have further comments, please feel free to contact to our counsel, Wei Wang, Esq., at wwang@egsllp.com or by telephone at (212) 370-1300.