SecProbe.io

July 8, 2015

Via E -mail
Jose Dias
Chief Executive  Officer
Tecnoglass Inc.
Avenida Circunvalar a 100 mts de la Via 40
Barrio Las Flores
Barranquilla, Colombia

 Re: Tecnoglass  Inc.
  Post-effective Amendment No. 1 to Form S -1 on Form S -3
  Filed June  25, 2015
  File No. 333 -193882

Dear Mr. Dias:

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

 Please respond to this letter by amending your registration statement and providing 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 comments, we may have additional  comments.

General

1. We note that your registration statement File No. 333 -193882 was declared effective on
June 16, 2014 and served as a post -effective amendment to File No. 333 -178061.  That
registration statement included your audited financial statemen ts for the year ended
December 31, 2013 and should have been updated pursuant to Section 10(a)(3) on or
before April 30, 2015.  Please tell us whether you made offers and sales during the period
in which your audited financial statements were not current.  If offers and sales were
conducted, please provide us with a n analysis of your compliance with Section 5 of the
Securities Act.

2. It appears you are seeking to register the resale of up to 31,266,523 shares of your
common stock yet, the underlying registrat ion statement on Form S -1, File No. 333 -
193882, registered the resale of 7,795,075 shares.  Please be advised that Rule 413 of the

Jose Dias
Tecnoglass Inc.
July 8, 2015
Page 2

 Securities Act does not permit the registration of additional shares by post -effective
amendment. To the extent you wish to r egister additional shares, you must do so on a
new registration statement.

3. Please provide us with an analysis as to why you believe you are eligible to register your
primary offering of 11,000,000 ordinary shares and 900,000 warrants on Form S -3.

4. Please revise to ensure that the number of shares being registered is consistent throughout
your filing.  For example, we note that there is a different disclosed number of shares
being offered for resale in each of the prospectus cover page, “The Offering” o n page
five, and “Selling Securityholders” on page 18.

Selling Securityholders, page 19

5. For any selling securityholder that is a legal entity, please identify the natural person or
persons who exercise voting or investment control or both for the securi ties owned by the
selling securityholder.  For further guidance, please refer to Question 140.02 of the
Compliance and Disclosure Interpretations for Regulation S -K.

Acquisition of Resale Securities, page 21

6. Please briefly describe all the transactions p ursuant to which the selling securityholders
acquired the securities being offered for resale.

Exhibit Index

7. Please disclose the “Form” and “Filing Date” for your legal opinions by Maples & Calder
and Graubard Miller, respectively.

We urge all persons w ho are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event 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 a ction with respect
to the filing;

Jose Dias
Tecnoglass Inc.
July 8, 2015
Page 3

  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 the disclos ure in the filing; and

 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 acceleration.  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 responsib ilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prio r to the requested effective date of the
registration statement.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397
with any questions.

Sincerely,

        /s/ Jay Ingram

        Jay Ingram
Legal Branch Chief

cc: Via E -mail
Jeffrey Gallant , Esq.
 Graubard Miller