8-K
Tecnoglass Inc. (TGLS)
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): August 17, 2023
TECNOGLASS
INC.
(Exact Name of Registrant as Specified in Charter)
| Cayman<br> Islands | 001-35436 | 98-1271120 |
|---|---|---|
| (State or<br> Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification<br> No.) |
3550 NW 49th Street, Miami, Florida 33142
(Address of Principal Executive Offices) (Zip Code)
(57)(5) 3734000
(Registrant’s Telephone Number, Including Area Code)
Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia
(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<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications 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 Information.
On August 17, 2023, Tecnoglass Inc. (the “Company”) issued a press release announcing the relocation of its global headquarters from Barranquilla, Colombia to Miami Florida. The Company’s new global headquarters will initially be located in its Miami offices located at 3550 NW 49^th^ Street, Miami, Florida. The press release is included as Exhibit 99.1 hereto.
CautionaryInformation Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibit included herein 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 dated August 17, 2023. |
| 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: August 17, 2023
| TECNOGLASS INC. | |
|---|---|
| By: | /s/ Jose M. Daes |
| Name: | Jose M. Daes |
| Title: | Chief Executive Officer |
Exhibit99.1
TecnoglassAnnounces Relocation of Global Headquarters to the United States
-Enhances Position to Serve Customers and Further Bolsters Market Presence with the
U.S.Representing over 95% of Revenues –
-Company to Seek Broader U.S. Equity Index Inclusion Following the Move –
Miami,FL – August 17, 2023 - Tecnoglass, Inc. (NYSE: TGLS) (“Tecnoglass” or the “Company”), a leading manufacturer of architectural windows, glass and associated aluminum products for the global residential and commercial construction industries, today announced the relocation of its global headquarters to Miami, Florida from Barranquilla, Colombia. The relocation is effective immediately.
This strategic move is aimed to further bolster the Company’s strong market presence and continued growth in the United States, where it sells the majority of its innovative architectural high-end window, glass and aluminum products. Over the past decade, Tecnoglass has experienced substantial growth in the United States, which currently accounts for more than 95% of its generated revenues. By moving its global headquarters to the United States, the Company believes it will be better positioned to serve its customers, respond swiftly to market dynamics, and harness the favorable growth opportunities available. Additionally, the significant portion of existing sales, marketing and corporate functions already performed in the U.S. will be supported by this move.
José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “Becoming a U.S. based company is an exciting milestone for our Company. Our successful record of sustainable growth in the U.S. has already helped to cement Tecnoglass as a U.S.-centric company. The decision to relocate our global headquarters to Miami is aligned with this growth and underscores our commitment to further strengthening our customer relationships, streamlining administrative functions and enhancing our operational efficiency.”
Mr. Daes continued, “We believe the relocation of our global headquarters will also enhance our eligibility to be included in U.S. based indexes, allow us to expand our reach with global investors, strengthen our U.S. capital markets relationships, and foster long-term partnerships that will fuel our innovation and multi-pronged growth strategy.”
The new global headquarter is located within one of the Company’s existing facilities in Miami, Florida, with plans already underway to purchase land for the buildout of a showroom and a new executive office over the next 12 to 18 months. The Company’s existing corporate offices in Barranquilla, Colombia will continue to serve as a critical operational and administrative hub, supporting the Company’s extensive, cost-efficient manufacturing platform.
AboutTecnoglass
Tecnoglass Inc. is a leading producer of architectural high-end windows, glass 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 5.6 million square foot, vertically integrated and state-of-the-art manufacturing complex provides efficient access to over 1,000 global customers, with the U.S. accounting for more than 95% of 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), Pabellon de Cristal (Barranquilla). For more information, please visit www.tecnoglass.com or view our corporate video at https://vimeo.com/134429998.
ForwardLooking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. 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 Securities and Exchange Commission. 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. 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.
InvestorRelations:
Santiago Giraldo
CFO
305-503-9062
investorrelations@tecnoglass.com