SEC Comment Letter for Tecnoglass Inc. (TGLS) (CIK 0001534675) (TGLS) — Jul 30, 2015
Tecnoglass Inc. (TGLS) (CIK 0001534675)
Date: July 30, 2015 · CIK: 0001534675 · Accession: 0000000000-15-039371
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 8, 2015
Letter
July 30, 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. 2 to Form S -1 on Form S -3 Filed July 22 , 2015 File No. 333 -193882
Dear Mr. Dias:
We have reviewed your post -effective amendment and have the following comments.
General
1. It appears you are registering the resale of common stock underlying warrants that are not yet outstanding and won’t be outstanding until the exercise of an option to purchase units that you sold to certain selling security holders in connection with your initia l public offering. As a result of the multiple layers of conversio n, it is not appropriate to register the resale of common stock underlying the warrants if the selling security holder must first exercise an option to acquire the units. Please advise.
2. We note your response to comment t hree in our letter dated July 8, 2015. General Instruction I.B.4 would not appear to be available to cover the shares underlying the warrants that are issuable upon exercise of the unit purchase options because these warrants are not currently outstanding . Please advise.
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 information the Securities Act of 1933 and all applicable Securities Act rules require. Si nce 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.
Jose Dias Tecnoglass Inc. July 30, 2015 Page 2
Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3397 with any questions.
Sincerely,
/s/ Jay Ingram
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July 30, 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. 2 to Form S -1 on Form S -3
Filed July 22 , 2015
File No. 333 -193882
Dear Mr. Dias:
We have reviewed your post -effective amendment and have the following comments.
General
1. It appears you are registering the resale of common stock underlying warrants that are not
yet outstanding and won’t be outstanding until the exercise of an option to purchase units
that you sold to certain selling security holders in connection with your initia l public
offering. As a result of the multiple layers of conversio n, it is not appropriate to register
the resale of common stock underlying the warrants if the selling security holder must
first exercise an option to acquire the units. Please advise.
2. We note your response to comment t hree in our letter dated July 8, 2015. General
Instruction I.B.4 would not appear to be available to cover the shares underlying the
warrants that are issuable upon exercise of the unit purchase options because these
warrants are not currently outstanding . Please advise.
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 information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce 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.
Jose Dias
Tecnoglass Inc.
July 30, 2015
Page 2
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