8-K - TGLS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2023

TECNOGLASS

INC.

(Exact Name of Registrant as Specified in Charter)

Cayman<br> Islands	001-35436	98-1271120
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia

(Address of Principal Executive Offices) (Zip Code)

(57)(5) 3734000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Ordinary Shares	TGLS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item8.01. Other Events.

On May 16, 2023, Tecnoglass Inc. (the “Company”) issued a press release announcing that ENERGY HOLDING CORPORATION, a shareholder of the Company that is affiliated with the Company’s Chief Executive Officer and Chief Operating Officer (the “Selling Shareholder”), intends to offer for sale in a firm commitment underwritten public offering (the “Proposed Offering”) 2,000,000 ordinary shares of the Company. The Company also announced that the Selling Shareholder expects to grant to the underwriters a 30-day option to purchase an additional 300,000 ordinary shares.

Baird, Raymond James and Stifel are serving as lead joint book-running managers for the proposed offering.

The Proposed Offering will be made pursuant to an effective automatic shelf registration statement (File No. 333-271980). A preliminary prospectus supplement relating to the Proposed Offering has been filed with the Securities and Exchange Commission and a final prospectus supplement relating to the Proposed Offering will be filed with the Securities and Exchange Commission upon execution of an underwriting agreement with the underwriters in the Proposed Offering.

The press release announcing the Proposed Offering is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

CautionaryInformation Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to statements labeled with the terms “intends,” “anticipates,” and “will,” which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors which may cause actual results to differ from those expressed herein. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto, or any change in events, conditions, or circumstances on which any such statement is based.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> No.	Description
99.1	Press release.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 17, 2023

TECNOGLASS INC.
By:	/s/ Jose M. Daes
Name:	Jose M. Daes
Title:	Chief Executive Officer

Exhibit 99.1

TecnoglassAnnounces Proposed Secondary Offering of Ordinary Shares by Energy Holding Corporation

BARRANQUILLA,Colombia – May 16, 2023 – Tecnoglass Inc. (NYSE: TGLS) (“Tecnoglass” or the “Company”), **** today announced the commencement of an underwritten public offering of an aggregate of 2,000,000 ordinary shares to be sold by Energy Holding Corporation (“Selling Stockholder”). In addition, the Selling Stockholder expects to grant the underwriters a 30-day option to purchase up to an additional 300,000 ordinary shares. All of the ordinary shares to be sold in the proposed offering are being offered by the Selling Stockholder. The Company will not receive any proceeds from the sale of the ordinary shares being offered by the Selling Stockholder.

Baird, Raymond James and Stifel are acting as lead joint book-running managers for the proposed offering.

The securities described above are being offered pursuant to an automatic shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (“SEC”) on May 16, 2023. The offering will be made only by means of a prospectus supplement and accompanying prospectus that forms part of the registration statement referred to above. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from Robert W. Baird & Co. Incorporated, Attn: Syndicate Department, 777 E. Wisconsin Avenue, Milwaukee, WI 53202, syndicate@rwbaird.com, telephone: (800) 792-2473; Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, or by telephone at (800) 248-8863, or by e-mail to prospectus@raymondjames.com; or Stifel, Nicolaus & Company, Incorporated, One South Street, 15th Floor, Baltimore, MD 21202, Attention: Syndicate Department, email: Syndprospectus@stifel.com. You may also obtain these documents by visiting the SEC’s website at www.sec.gov.

AboutTecnoglass

Tecnoglass Inc. is a leading producer of architectural glass, windows, and associated aluminum products serving the multi-family, single-family, and commercial end markets. Tecnoglass is the second largest glass fabricator serving the U.S. and the #1 architectural glass transformation company in Latin America. Located in Barranquilla, Colombia, the Company’s 4.1 million square foot, vertically integrated, and state-of-the-art manufacturing complex provides efficient access to nearly 1,000 customers in North, Central and South America, with the United States accounting for 96% of total revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s most distinctive properties, including One Thousand Museum (Miami), Paramount (Miami), Salesforce Tower (San Francisco), Via 57 West (NY), Hub50House (Boston), Aeropuerto Internacional El Dorado (Bogotá), One Plaza (Medellín), and Pabellon de Cristal (Barranquilla).

ForwardLooking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding future financial performance, future growth, future acquisitions and the completion, timing and size of the proposed public offering that involve risks and uncertainties, including, without limitation, risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the proposed public offering. These statements are based on Tecnoglass’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Tecnoglass’ business. These risks, uncertainties and contingencies are indicated from time to time in Tecnoglass’ filings with the SEC, including those set forth in the risk factors section of the prospectus supplement used in connection with the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that Tecnoglass’ financial results in any particular period may not be indicative of future results. All forward-looking statements contained in this press release speak only as of the date on which they were made. Tecnoglass is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events and changes in assumptions or otherwise, except as required by law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company’s preliminary prospectus supplement to be filed with the SEC on May 16, 2023, including the documents incorporated by reference therein, which include the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and its other periodic reports filed with the SEC.

InvestorRelations:

Santiago Giraldo

CFO

305-503-9062

investorrelations@tecnoglass.com