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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): July 7, 2026
TECNOGLASS
INC.
(Exact
Name of Registrant as Specified in Charter)
| Florida |
|
001-35436 |
|
98-1271120 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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)
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)) |
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. ☐
Item 3.03.
Material Modification to Rights of Security Holders.
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”). The
Continuation became effective on July 7, 2026 upon the Company’s registration with the State of Florida and the concurrent de-registration
application of the Company in the Cayman Islands. The Company is now subject to Florida law, the Florida Governance Documents (as defined
herein) and the Florida Business Corporation Act. Each outstanding ordinary share of the Company, par value of $0.0001 per share, at
the time of the effectiveness of the Continuation, became a registered share of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company.
A
summary description of the Common Stock, including key differences between the rights of the Company’s shareholders under Cayman
law and the then-effective Third Amended and Restated Memorandum and Articles of Association of the Company prior to the effectiveness
of the Continuation, on the one hand, and the rights of the Company’s shareholders under Florida law and the current-effective
Florida Articles of Incorporation and Bylaws (collectively, the “Florida Governance Documents”), on the other hand, is included
in the section titled “Proposal No. 1: Approval of the Continuation” in the Company’s proxy statement/prospectus,
as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(3) on May 14, 2026 (the “Final Prospectus”),
under the heading “Comparison of Shareholder Rights,” which is incorporated by reference into this Item 3.03. A description
of the Continuation and certain potential effects, including of the material tax considerations of the Continuation and ownership of
the Company’s Common Stock, is included in the section of the Final Prospectus titled “Proposal No. 1: Approval of the
Continuation” under the headings “Effects of the Continuation” and “Material Tax Considerations.” The aforementioned
sections of the Final Prospectus are incorporated by reference into this Item 3.03.
The
foregoing description of the Florida Governance Documents does not purport to be complete and is qualified in its entirety by reference
to the full text of the Florida Articles of Incorporation and Bylaws, which have
been filed with this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item
3.03.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information included in Item 3.03 above is hereby incorporated by reference into this Item 5.03. The Florida Governance Documents became
effective as of July 7, 2026 in connection with the Continuation.
Item 8.01.
Other Events.
Following
the completion of the Continuation, the Company’s Common Stock continues to be listed and traded on the New York Stock Exchange
under the trading symbol “TGLS”. The CUSIP number relating to the Company’s shares of Common Stock are now 87877F
103.
In
accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Common Stock are deemed
to be registered under Section 12(b) of the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Articles of Incorporation |
| 3.2 |
|
Bylaws |
| 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 7, 2026
| |
TECNOGLASS
INC. |
| |
|
|
| |
By: |
/s/
Jose M. Daes |
| |
Name:
|
Jose
M. Daes |
| |
Title: |
Chief
Executive Officer |
