SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

        March  10, 2014

Via E-Mail
Mr. Joaquin Fernandez
Chief Financial  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colo mbia, South America

 Re: Tecnoglass Inc.
  Registration Statement on Form S -3
  Filed February 11 , 2014
  File No. 333-193882

Dear Mr. Fernandez :

We have limited our review of your registration statement to those issues that we have
addressed in our comments.   In some of our comments, w e may ask you to provide us
information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and provid ing the
requested information.  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these commen ts, we  may have additional comments.

General

1. Please provide us with a detailed legal analysis of your eligibility to register the primary
offering of the ordinary shares underlying the warrants described in footnote 4 on Form S -3
and the ability for this regi stration statement to serve as a post -effective amendment to your
Form S -1 (333 -178061).  In this regard, it does not appear that you meet the public float
requirements of General Instruction I.B.1 to Form S -3, and you are not eligible to rely on
General I nstruction I.B.6 t o Form S -3 because you were a shell company before your merger
transaction on December 20, 2013. To the extent that you are not eligible to use Form S -3,
please file a pre -effective amendment to this registration statement on a form which you are

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 2

 eligible to use for a primary offering and provide primary offering information throughout
the pre -effective amendment.  Alte rnatively, remove from this registration statement all
primary offering securities.

2. With respect to the resale of shares previously issued by the shell company or issued in
connection with your initial business combination, it appears that you may not be eligible to
rely on General Instruction I.B.3 to Form S -3 as securityholders who receive securities from
a shell company or certain securityholders who receive securities in a transaction specified in
Rule 145 are considered underwriters in connection with  any resale of those securities.
Additionally, because it appears that you are ineligible to use Form S -3 for a primary offering
and you may not conduct an at the market offering under Rule 415(a)(1)(x) of Regulation C
under the Securities Act, you must co nduct the offering for resale of these securities at a
fixed price for the duration of the offering.  As appropriate, please amend the registration
statement on a form for which you are eligible to conduct the offering , and revise your
disclosure throughou t the registration statement to address these requirements , including
identifying the selling securityholders as underwriters in the registration statement.  For
guidance you may wish to refer to Securities Act Release No. 33 -8869 and Question 137.01
of the Compliance and Disclosure Interpretations for Securities Act Rules.

3. We note that you are registering for resale earnout shares issuable to Energy Holding Corp.
upon the achievement of specified targets.  Please advise us as to your ability to register the
resale of such shares even though such shares were not outstanding a s of the date the
registration statement was filed.  See Question 139.06 of the Compliance and Disclosure
Interpretations for Securities Act Sections.

4. We note that pursuant to Rule 429 this is a combined prospectus relating to Form S -1 (333 -
178061).  Plea se identify the amount of unsold securities from the Form S -1 that you are
including in this registration statement, and identify the filing fee paid in connection with
such unsold securities.  Refer to Securities Act Rule 415(a)(6) and Question 212 .24 of the
Compliance and Disclosure Interpretations  for Securities Act Rules.

Calculation of Registration Fee

5. The number of securities shown as being registered is inconsistent with disclosure throughout
the registration statement regarding the number of secur ities being offered.  For example, it
appears from the  fee table that you are registering a total of 36,766,523 ordinary shares for
resale, but this is inconsistent with the disclosure on the prospectus cover page.  In addition,
it is unclear why the prospectus cover page states that 1,000,000 ordinary shares are being
registered in the primary offering.  Please ensure that the number of shares being registered is
consistent throughout, including on the outside front cover page, “The O ffering” on page

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 3

 five, and “Selling Securityholders” on page 18.  Please also advise why you have excluded
certain shares from the total number being offered by selling securityholders, as disclosed on
page five.  As appropriate, please revise throughout t he registration statement.

Background of this Prospectus, page 2

6. For greater clarity, specify in the last paragraph of each subsection under this heading the
number of securities being registered on this registration statement.

Selling Securityholders, page 18

7. Describe briefly how each selling securityholder acquired the securities being offered for
resale.

8. For any selling securityholder that is a legal entity, identify the natural person or persons who
exercise voting or investment control or both for  the securities owned by the selling
securityholder.  Refer to Question 140.02 of the Compliance and Disclosure Inter pretations
for Regulation S -K.

9. Please disclose any position, office , or other material relationship that any selling
securityholder has ha d within the past three years with you or any of your predecessors or
affiliates.  Refer to Item 507 of Regulation S -K.

10. Identify by footnote or otherwise any selling securityholder that is a broker -dealer or an
affiliate of a broker -dealer.  We also note the disclosure in the last paragraph on page 21.
Please confirm whether this disclosure applies to the shares being registered for resale by
EarlyBirdCapital, Inc.

Undertakings, page II -1

11. Include the Rule 430C undertaking required by Item 512(a)(5)(ii) of Regulation S -K.

Exhibits

12. Include as exhibits all material agreements relating to the securities being registered under
this registration statement, including any escrow agreements, registration rights agreements,
warrant agreements, and subscription agreements.

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 4

Exhibits 5.1 and 5.2

13. The statement at the end of the first paragraph in each opinion that the registration statement
covers 5,000,000 ordinary shares underlying the insider warrants and working capital
warrants to the extent those warrants ar e transferred before exercise is inconsistent with the
information in the calculation of registration fee table that 5,500,000 ordinary shares
underlying the insider warrants and working capital warrants are being registered.  Please
reconcile the opinions  and the calculation of registration fee table.  Please also update the
legal opinions to the extent that the number of shares being registered is revised based on our
related comments above.

Exhibit 5.2

14. We note that the opinion provided in paragraph 3.2  assumes that the shares have not yet been
issued by the company.  Please have counsel revise the opinion to reflect that the shares
being offered for resale are already issued and outstanding.

Closing

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the infor mation that the Securities Act  and all
applicable  Securities Act rules require.  Since the company and its management are in possession
of all facts relat ing to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures that  they have made.

Notwithsta nding our comments, if  you request acceleration of the effective date of the
pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

Mr. Joaquin Fernandez
Tecnoglass Inc.
March  10, 2014
Page 5

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for ac celeration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act  and the Securities Exchange Act  as they relate to the proposed public offering
of the s ecurities specified in the  registration statement.  Please allow adequate time for us to
review any amendment before  the requested effective date of the registration stateme nt.

You may direct questions on other comments and disclosure issues to Edward M.  Kelly,
Senior Counsel,  at 202-551-3728 or Erin K. Jaskot, Staff Attorney,  at (202) 551 -3442.

Very truly yours ,

       /s/ Erin K. Jaskot, for

Pamela A. Long
Assistant Director

cc: Via E -Mail
 David Alan Miller , Esq.
 Jeffrey M. Gallant, Esq.
 Graubard Miller
 405 Lexington Avenue
 New York, NY 10174