Exhibit 4.6


 


	
        NUMBER

        ________-
	 	
        (SEE REVERSE SIDE FOR LEGEND)

        THIS WARRANT WILL BE VOID IF NOT EXERCISED
        PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
	 	WARRANTS


 


ANDINA ACQUISITION CORP. II


CUSIP ____


WARRANT


 


THIS CERTIFIES THAT, for value received is the registered
holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year
anniversary of the completion by Andina Acquisition Corp. II, a Cayman Islands exempted Company (the “Company”),
of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (a “Business Combination”), to purchase one half
(1/2) of one fully paid and non-assessable ordinary share, par value $.0001 per share (“Shares”), of the Company
for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company,
commencing on the later of (a) _______, 2016 [one year from the date of the final prospectus] and (b) the Company’s
completion of a Business Combination, such whole number of Shares of the Company at the price of $11.50 per whole share, upon
surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to
net cash settle any warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant
Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.


 


No fraction of a Share
will be issued upon any exercise of a Warrant. A warrantholder may exercise its warrants only for a whole number of shares. This
means that only an even number of warrants may be exercised at any given time by a warrantholder.


 


Upon any exercise
of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant
has not been exercised.


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized
in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a
like number of Warrants.


 


Upon due presentment
for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any applicable tax or other governmental charge.


 


The Company and the
Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered
holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does
not entitle the registered holder to any of the rights of a shareholder of the Company.


 


The Company reserves
the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the
Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price
of the Shares has been at least $24.00 per share on each of 20 trading days within any 30 trading day period (the “30-day
trading period”) ending on the third business day prior to the date on which notice of such call is given and if, and only
if, there is a current registration statement in effect with respect to the Shares underlying the Warrants for each day of the
30-day trading period and continuing each day thereafter until the date of redemption. The call price of the Warrants is to be
$.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice
of call shall be canceled on the books of the Company and have no further value except for the $.01 call price.


 


	By	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Chairman	 	Secretary	 


 




     


     


    

 


SUBSCRIPTION FORM


To Be Executed by the Registered Holder
in Order to Exercise Warrants


 


The undersigned Registered Holder irrevocably
elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the ordinary shares issuable
upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to 	 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


 


 



and, if such number of Warrants shall not
be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated below:


 


	Dated: _____________________	 
	 	(SIGNATURE)
	 	 
	 	 
	 	(ADDRESS)
	 	 
	 	 
	 	 
	 	 
	 	(TAX IDENTIFICATION NUMBER)


 


ASSIGNMENT


To Be Executed by the Registered Holder
in Order to Assign Warrants


 


For Value Received, _______________________ hereby sell, assign,
and transfer unto


 


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to 	 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitute and appoint _________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated: _________________________	 	 	 
	 	 	(SIGNATURE)	 


 


The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate
in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
trust company or a member firm of the NYSE Amex, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.