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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): April 21, 2022

 

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Charter)

 

Cayman 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 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))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares   TGLS   The Nasdaq Stock Market LLC

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 21, 2022, the board of directors of Tecnoglass Inc. (the “Company”) authorized management of the Company to take all actions necessary to transfer the listing of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), from the Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange (“NYSE”).

 

On April 22, 2022, the Company provided written notice to Nasdaq of its intention to voluntarily delist its Ordinary Shares on Nasdaq and to list its Ordinary Shares on the NYSE. The Company expects the listing and trading of its Ordinary Shares on Nasdaq will cease at market close on May 6, 2022, and that trading of its Ordinary Shares will commence on the NYSE on May 9, 2022. The Ordinary Shares has been approved for listing on the NYSE, with the Ordinary Shares continuing to trade under the symbol “TGLS.

 

A copy of the press release issued by the Company announcing the transfer to the NYSE is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release dated April 25, 2022
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: April 25, 2022

 

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

 

 

 

 

Exhibit 99.1

 

  

Tecnoglass to Transfer Stock Exchange Listing to NYSE

 

- First trading day on NYSE for Tecnoglass shares will be Monday, May 9, 2022 -

 

Barranquilla, Colombia – April 25, 2022 - Tecnoglass, Inc. (NASDAQ: TGLS) (“Tecnoglass” or the “Company”), a leading manufacturer of architectural glass, windows, and associated aluminum products serving the global residential and commercial end markets, announced today that it will transfer the listing of its ordinary shares to the New York Stock Exchange (“NYSE”) from the NASDAQ Stock Market (“NASDAQ”). The Company expects to begin trading on the NYSE on May 9, 2022, using its current symbol “TGLS” and will continue to trade on NASDAQ until the transfer takes place.

 

José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “Our transfer to the NYSE marks a significant milestone in Tecnoglass’ evolution as a publicly traded company. The NYSE is home to many of the world’s most well-established and valuable companies and we believe it provides unparalleled exposure to reach more investors, increase trading liquidity and raise visibility with many stakeholders, ultimately enhancing value for our highly successful Company.”

 

Christian Daes, Chief Operating Officer, added “We are excited to become a part of the world´s largest stock exchange. We are joining a very exclusive club of companies that adhere to best practices and corporate governance. Thanks to the NYSE for recognizing the Company´s successful strategy and trajectory. We also want to thank NASDAQ for its partnership with Tecnoglass since becoming a publicly traded company and for its support throughout the years.”

 

“We are pleased to welcome Tecnoglass as it transfers its listing to the New York Stock Exchange and joins our leading community of icons and disruptors,” said John Tuttle, Vice Chair and Chief Commercial Officer.

 

About Tecnoglass

 

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 3.5 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 90% 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

 

Forward Looking 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.

 

Investor Relations:

Santiago Giraldo CFO

305-503-9062

investorrelations@tecnoglass.com