[SCHEDULE 13D/A] Tecnoglass Inc. SEC Filing

Rhea-AI Filing Summary

Tecnoglass Inc. Schedule 13D/A (Amendment No. 7) reports that Energy Holding Corp. (EHC) completed a sale of 1,495,898 Ordinary Shares on August 14, 2025 at $79.03 per share in reliance on Rule 144 and filed a Form 144. After that sale EHC directly holds 20,210,090 Ordinary Shares, representing approximately 43.0% of the 46,987,148 shares outstanding as of August 1, 2025. EHC is the sole direct owner and has sole voting and dispositive power over those shares. Joaquin Fernandez and Alberto Velilla Becerra, as directors of EHC, have shared voting and dispositive power with respect to EHC’s holdings and disclaim direct ownership except for any pecuniary interest. The filing states no other transactions in the past 60 days except the disclosed sale.

Insights

Securities Analyst

TL;DR: Major shareholder EHC remains highly influential with a 43% stake after a Rule 144 sale; two EHC directors share control.

The amendment discloses a Rule 144 sale of 1,495,898 shares at $79.03 and confirms EHC retains 20,210,090 shares, about 43% of the issuer. For investors this filing clarifies ownership concentration and governance alignment: EHC is the sole direct owner while two individuals who serve as EHC directors hold shared voting and dispositive power over the stake, which may affect corporate decisions. The filing also notes the sale was reported via Form 144 and no other transactions occurred in the prior 60 days.

Corporate Governance Expert

TL;DR: Concentrated ownership persists; shared director control increases potential for unified direction but includes disclaimers of direct ownership.

The Schedule 13D/A confirms concentrated equity ownership by a single corporate holder, Energy Holding Corp., with two directors—Joaquin Fernandez and Alberto Velilla Becerra—exercising shared voting and dispositive power through their roles at EHC. Their disclaimers of direct ownership are standard but underscore that governance influence stems from EHC’s holdings rather than personal share ownership. The disclosure of a Rule 144 sale and a filed Form 144 provides transparency on liquidity actions by the holder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Tecnoglass Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G87264100

(CUSIP Number)

Joaquin Fernandez
Avenida Circunvalar a 100 mts de la, Via 40, Barrio Las Flores
Barranquilla, F8, 080001
57-5-3734000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G87264100

1

Name of reporting person

Energy Holding Corp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,210,090.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,210,090.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,210,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 46,987,148 Ordinary Shares outstanding as of August 1, 2025 as reported by the Issuer in its Form 10-Q filed with the SEC on August 7, 2025.

SCHEDULE 13D

CUSIP No. G87264100

1

Name of reporting person

Joaquin Fernandez

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

COLOMBIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,210,090.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,210,090.00

11

Aggregate amount beneficially owned by each reporting person

20,210,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 46,987,148 Ordinary Shares outstanding as of August 1, 2025 as reported by the Issuer in its Form 10-Q filed with the SEC on August 7, 2025.

SCHEDULE 13D

CUSIP No. G87264100

1

Name of reporting person

Alberto Velilla Becerra

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

COLOMBIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,210,090.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,210,090.00

11

Aggregate amount beneficially owned by each reporting person

20,210,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 46,987,148 Ordinary Shares outstanding as of August 1, 2025 as reported by the Issuer in its Form 10-Q filed with the SEC on August 7, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Tecnoglass Inc.
(c)	Address of Issuer's Principal Executive Offices: 3550 NW 49th Street,, Miami, FLORIDA , 33142.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Existing Schedule 13D is hereby supplemented by adding the following to the end of such Item: On August 14, 2025, EHC completed the sale of an aggregate of 1,495,898 Ordinary Shares at a price of $79.03 per share, resulting in EHC holding 20,210,090 Ordinary Shares as reported on this Amendment No. 7. The sale was completed in reliance on Rule 144, and a Form 144 has been filed with the SEC in connection with such sale.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: As of the date of this Schedule 13D, EHC holds 20,210,090 Ordinary Shares, which represents approximately 43.0% of the issued and outstanding Ordinary Shares. As sole direct owner of the 20,210,090 Ordinary Shares, EHC has sole voting and dispositive power of such Ordinary Shares. Messrs. Fernandez and Becerra, as directors of EHC, have shared voting and dispositive power of the Ordinary Shares held by EHC, and may therefore each be deemed to beneficially own all of the shares held by EHC. Neither Mr. Fernandez nor Mr. Becerra holds shares of the Issuer directly. Each of Messrs. Fernandez and Becerra disclaims beneficial ownership of the shares held by EHC, except to the extent of his pecuniary interest thereto. Except to the extent EHC may in the future make distributions to its shareholders by which its shareholders would receive dividends from, or the proceeds from the sale of, the Ordinary Shares, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Ordinary Shares acquired by the Reporting Persons. In the past 60 days, the Reporting Persons have not engaged in any transactions involving the Ordinary Shares of the Issuer except as disclosed in Item 3 above.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Energy Holding Corp

Signature:	/s/ Joaquin Fernandez
Name/Title:	Joaquin Fernandez, Director
Date:	08/15/2025

Joaquin Fernandez

Signature:	/s/ Joaquin Fernandez
Name/Title:	Joaquin Fernandez
Date:	08/15/2025

Alberto Velilla Becerra

Signature:	/s/ Alberto Velilla Beccerra
Name/Title:	Alberto Velilla Beccerra
Date:	08/15/2025

FAQ

What stake does Energy Holding Corp. hold in Tecnoglass (TGLS)?

As disclosed, Energy Holding Corp. holds 20,210,090 Ordinary Shares, representing approximately 43.0% of the 46,987,148 shares outstanding as of August 1, 2025.

What transaction was reported in the Schedule 13D/A for TGLS?

The amendment reports that on August 14, 2025, EHC sold 1,495,898 Ordinary Shares at $79.03 per share in reliance on Rule 144 and filed a Form 144.

Who has voting and dispositive power over the shares held by EHC?

EHC, as the sole direct owner, has sole voting and dispositive power over the 20,210,090 shares. Joaquin Fernandez and Alberto Velilla Becerra, as EHC directors, have shared voting and dispositive power with respect to those holdings.

Did the reporting persons engage in other transactions in the past 60 days?

No. The filing states that except for the disclosed August 14, 2025 sale, the reporting persons did not engage in any transactions in the Issuer’s Ordinary Shares in the past 60 days.

Under what rule was the sale completed and was any SEC form filed?

The sale was completed in reliance on Rule 144 and a Form 144 was filed with the SEC in connection with the sale.