8-K

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): March 11, 2019

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Charter)

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

Avenida Circunvalar a 100 mts de la Via 40 Barrio Las Flores, Barranquilla Colombia
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (57)(5)3734000

N/A

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

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. [  ]

Item 8.01. Other Events.

On March 11, 2019, Tecnoglass Inc. (the “Company”) issued a press release announcing that the Company intends to offer for sale in a firm commitment underwritten public offering (the “Proposed Offering”) 8,000,000 ordinary shares of the Company. The Company also announced that it will grant to the underwriters a 30-day option to purchase an additional 1,200,000 ordinary shares.

Baird and Raymond James are serving as lead joint book-running managers for the proposed offering. B. Riley FBR, Inc. is serving as an additional joint book-running manager for the proposed offering with D.A. Davidson & Co. and Dougherty & Company acting as co-managers.

The Proposed Offering will be made pursuant to a shelf registration statement (File No. 333-227898) declared effective by the Securities and Exchange Commission on November 8, 2018. 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.

Cautionary Information 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.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press release dated March 11, 2019.

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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: March 12, 2019	TECNOGLASS INC.
	By:	/s/ Jose M. Daes
		Jose M. Daes
		Chief Executive Officer

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EX-99.1

Tecnoglass Announces Proposed Follow-On Offering of Ordinary Shares

BARRANQUILLA, Colombia –March 11, 2019 – Tecnoglass Inc. (NASDAQ: TGLS) (“Tecnoglass” or the “Company”), a leading manufacturer of architectural glass, windows, and associated aluminum products for the global commercial and residential construction industries, today announced that it has commenced an underwritten follow-on public offering of 8,000,000 ordinary shares. In addition, Tecnoglass has granted the underwriters a 30-day option to purchase up to an additional 1,200,000 ordinary shares at the public offering price, less the underwriting discount. All of the ordinary shares to be sold in the proposed offering are to be offered by Tecnoglass. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Tecnoglass intends to use the net proceeds of this offering for investments in growth capital expenditures (including to purchase new equipment), its Saint-Gobain joint venture and for working capital and other general corporate purposes.

Baird and Raymond James are serving as lead joint book-running managers for the proposed offering. B. Riley FBR, Inc. is serving as an additional joint book-running manager for the proposed offering with D.A. Davidson & Co. and Dougherty & Company acting as co-managers.

The securities described above are being offered by Tecnoglass pursuant to a shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission on October 19, 2018 and was declared effective on November 8, 2018. A preliminary prospectus supplement and accompanying base prospectus relating to and describing the ordinary shares offered in the public offering described above will be filed with the SEC. The offering will be made only by means of a prospectus, including a prospectus supplement, 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.

The preliminary prospectus supplement and the accompanying prospectus related to the offering may be obtained at the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to this offering may also 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 B. Riley FBR, Inc., Attention: Prospectus Department, 1300 17^th Street North, Suite 1300, Arlington, VA 22209, prospectuses@brileyfbr.com, telephone: (703) 312-9580.

About Tecnoglass

Tecnoglass Inc. is a leading manufacturer of architectural glass, windows, and associated aluminum products for the global commercial and residential construction industries. Tecnoglass is the leading architectural glass transformation company in Colombia and the second largest glass fabricator serving the United States. Headquartered in Barranquilla, Colombia, the Company operates out of a 2.7 million square foot vertically-integrated, state-of-the-art manufacturing complex that provides easy access to North, Central and South America, the Caribbean, and the Pacific. Tecnoglass supplies over 1,000 customers in North, Central and South America, with the United States accounting for 80% of revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s most distinctive properties, including the El Dorado Airport (Bogota), 50 United Nations Plaza (New York), Trump Plaza (Panama), Icon Bay (Miami), and Salesforce Tower (San Francisco).

Forward Looking 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, size and use of proceeds 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 Securities and Exchange Commission, 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 March 11, 2019, including the documents incorporated by reference therein, which includes its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 7, 2019 and its other periodic reports filed with the SEC.

Investor Relations:

Santiago Giraldo

CFO

305-503-9062

investorrelations@tecnoglass.com