SEC Comment Letter for Tecnoglass Inc. (TGLS) (CIK 0001534675) (TGLS) — May 29, 2014
Tecnoglass Inc. (TGLS) (CIK 0001534675)
Date: May 29, 2014 · CIK: 0001534675 · Accession: 0000000000-14-027411
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193882
Referenced dates: May 8, 2014
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE May 29, 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, Columbia, South America
Re: Tecnoglass Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 20 , 2014 File No. 333-193882
Dear Mr. Fernandez :
We reviewed your response letter and the above -referenced filing and have the following comment .
General
1. We have reviewed your response to comment one in our letter dated May 8, 2014. If you wish to use this registration statement for the resale of securities issued by you when you were a shell company, you must identify the selling securityholders as underwriters and you must co nduct the offering at a fixed price for the duration of the offering. In addition, we note that in your response you state that the selling securityholders who received their securities in transactions in December 2013 received these securities when the c ompany was no longer a shell company. However, it appears that certain of these securities were initially issued when you were a shell company and then were transferred in December 2013. Because these securities were issued by you when you were a shell c ompany, we believe t hat you must also identify the selling security holders holding such shares as underwriters and conduct the offering at a fixed price. Please revise or remove these securities from this registration statement. Please also advise us as to the date of is suance of the securities discussed under the heading “December 2013 Agreements” on page four.
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our co mments and
Mr. Joaquin Fernandez Tecnoglass Inc. May 29, 2014 Page 2
provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may direct questions to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Erin K. Jaskot, Staff Attorney, at (202) 551 -3442.
Sincerely ,
/s/ Erin K. Jaskot , for
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
May 29, 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, Columbia, South America
Re: Tecnoglass Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed May 20 , 2014
File No. 333-193882
Dear Mr. Fernandez :
We reviewed your response letter and the above -referenced filing and have the following
comment .
General
1. We have reviewed your response to comment one in our letter dated May 8, 2014. If you
wish to use this registration statement for the resale of securities issued by you when you
were a shell company, you must identify the selling securityholders as underwriters and you
must co nduct the offering at a fixed price for the duration of the offering. In addition, we
note that in your response you state that the selling securityholders who received their
securities in transactions in December 2013 received these securities when the c ompany was
no longer a shell company. However, it appears that certain of these securities were initially
issued when you were a shell company and then were transferred in December 2013.
Because these securities were issued by you when you were a shell c ompany, we believe t hat
you must also identify the selling security holders holding such shares as underwriters and
conduct the offering at a fixed price. Please revise or remove these securities from this
registration statement. Please also advise us as to the date of is suance of the securities
discussed under the heading “December 2013 Agreements” on page four.
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our co mments and
Mr. Joaquin Fernandez
Tecnoglass Inc.
May 29, 2014
Page 2
provides any requested information. Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing your amendment and
responses to our comments.
You may direct questions to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Erin K.
Jaskot, Staff Attorney, at (202) 551 -3442.
Sincerely ,
/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