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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
FORM
8-K
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 14, 2026 (July 7, 2026)
TECNOGLASS
HOLDINGS INC.
(Exact
Name of Registrant as Specified in Charter)
| Florida |
|
001-35436 |
|
98-1271120 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
3550
NW 49th Street, Miami,
Florida 33142
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)
Tecnoglass
Inc.
(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
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. ☐
Explanatory
Note
This
Amendment No. 1 amends and restates Item 5.03 of the Current Report on Form 8-K filed by Tecnoglass Inc. on July 7, 2026 (the “Original
Form 8-K”). Except as set forth below, this Amendment No. 1 does not amend, modify, or update any disclosures contained in the
Original Form 8-K. Except as set forth below, nothing contained in this Amendment No. 1 updates any disclosure contained in the Original
Form 8-K to reflect any events occurring after the filing of the Original Form 8-K. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original Form 8-K and with the Company’s other filings with the SEC.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously reported, effective July 7, 2026, Tecnoglass Inc. (the “Company”) completed its previously announced change of
jurisdiction of incorporation from the Cayman Islands to the State of Florida through a transaction known as a continuation under Section
206 of the Companies Act (as amended) of the Cayman Islands and Section 607.11920 of the Florida Business Corporation Act (the “Continuation”).
In
connection with the Continuation, the Company filed Articles of Incorporation with the State of
Florida on July 7, 2026. Due to an administrative issue with the State of Florida, the state required the Company’s name to be
changed. Accordingly, a corrected copy of the Articles of Incorporation changing the Company’s name to “Tecnoglass Holdings
Inc.” was filed with the State of Florida on July 14, 2026, which corrected copy is attached to this Current Report on Form 8-K/A
as Exhibit 3.1. No other change was made to the Articles of Incorporation as previously filed. The Company’s Common Stock
continues to be listed and traded on the New York Stock Exchange under the trading symbol “TGLS” and the CUSIP number relating
to the Company’s shares of Common Stock remain 87877F 103. The Company’s new name will be effective on the New York Stock
Exchange on July 31, 2026.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Articles of Incorporation |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 and other federal securities laws, including statements regarding the anticipated effects of the Continuation. Actual results may
differ materially from those indicated in the forward-looking statements as a result of various important factors including those risks
more fully discussed in the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K
and quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s
subsequent filings with the U.S. Securities and Exchange Commission. All information herein is as of the date set forth above, and the
Company undertakes no duty to update such information unless required by law.
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:
July 20, 2026
| |
TECNOGLASS
HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Jose M. Daes |
| |
Name:
|
Jose
M. Daes |
| |
Title: |
Chief
Executive Officer |