UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On May 17, 2023, Tecnoglass Inc. (the “Company”) entered into an underwriting agreement by and among the Company, ENERGY HOLDING CORPORATION, the holder of a majority of the outstanding ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) and an entity controlled by members of the family of Jose Daes, the Company’s Chief Executive Officer, and Christian Daes, the Company’s Chief Operating Officer (the “Selling Securityholder”), and Robert W. Baird & Co. Incorporated, Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the Selling Securityholder (the “Secondary Offering”) of (i) 2,000,000 ordinary shares (the “Firm Shares”) of the Company and (ii) up to an additional 300,000 ordinary shares (the “Option Shares”, and together with the Firm Shares, the “Shares”) of the Company, pursuant to an over-allotment option, exercisable for 30 days, granted to the Underwriters. The Company will not receive any proceeds from the Secondary Offering.
Robert W. Baird & Co., Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated are serving as lead joint book-running managers for the proposed offering. B. Riley Securities D.A. Davidson & Co. are acting as co-managers.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
The Offering is made pursuant to a prospectus supplement dated May 17, 2023 and an accompanying base prospectus, which are part of the Company’s automatic “shelf” Registration Statement on Form S-3 (File No. 333-271980). The Offering is expected to close on or about May 19, 2023, subject to customary closing conditions.
The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 8.01. Other Events.
On May 17, 2023, the Company issued a press release announcing that it had priced the Secondary Offering. The Press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement. | |
| 5.1 | Opinion of Maples and Calder (Cayman) LLP. | |
| 23.1 | Consent of Maples and Calder (Cayman) LLP (contained in Exhibit 5.1 above). | |
| 99.1 | Press release | |
| 104 | Cover 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 18, 2023
| TECNOGLASS INC. | ||
| By: | /s/ Jose M. Daes | |
| Name: | Jose M. Daes | |
| Title: | Chief Executive Officer | |