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 8.01. Other Events.
As previously reported, 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.
On May 18, 2023, the Underwriters exercised the over-allotment option in full. On May 19, 2023, the parties consummated the sale of the Shares at a public offering price of $43.00 per share. The Company did not receive any proceeds from the Secondary Offering. Robert W. Baird & Co., Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated served as lead joint book-running managers for the Secondary Offering and B. Riley Securities D.A. Davidson & Co. acted as co-managers.
The Offering and sale of the Shares was 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).
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 19, 2023
| TECNOGLASS INC. | ||
| By: | /s/ Jose M. Daes | |
| Name: | Jose M. Daes | |
| Title: | Chief Executive Officer | |