SEC Comment Letter for Tecnoglass Inc. (TGLS) (CIK 0001534675) (TGLS) — Aug 19, 2015
Tecnoglass Inc. (TGLS) (CIK 0001534675)
Date: Aug. 19, 2015 · CIK: 0001534675 · Accession: 0000000000-15-042254
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 30, 2015
Letter
Mail Stop 4631 August 19 , 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 response letter and have the following comments.
General
1. We note your response to comments one and two in our letter dated July 30, 2015. Please remove from registration the issuance of the 500,000 shares and 500,000 warrants underlying the unit purchase options (and 500,000 shares underlying the warrants inclu ded in the unit purchase options) issued in a private placement to EarlyBirdCapital in connection with your initial public offering. The registration statement, File No. 333 - 178601 (“2012 Registration Statement”), for which this post -effective amendment i s an extension of indicates that the securities underlying the option are not registered. Additionally, neither the fee table nor the footnotes to the 2014 amendment to this registration statement, File No. 333 -193882 (“2014 Registration Statement”), incl udes or discusses the issuance of these securities. Thus, because the option to purchase these units was a private placement, you are unable to register the sale these securities on a primary basis.
2. We note your response to comment one in our letter date d July 30, 2015. It is premature to register for resale the 500,000 shares underlying the warrants in the unit purchase option because the option holder is not currently obligated to acquire these warrants. See Securities Act C&DI 139.11 for additional g uidance.
Please contact David Korvin, Staff Attorney at 202 -551-3236 or Jay Ingram, Legal Branch Chief at 202 -551-3397 with any questions.
Jose Dias Tecnoglass Inc. August 19 , 2015 Page 2
Sincerely,
/s/ Pamela Long
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Mail Stop 4631 August 19 , 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 response letter and have the following comments.
General
1. We note your response to comments one and two in our letter dated July 30, 2015.
Please remove from registration the issuance of the 500,000 shares and 500,000 warrants
underlying the unit purchase options (and 500,000 shares underlying the warrants
inclu ded in the unit purchase options) issued in a private placement to EarlyBirdCapital
in connection with your initial public offering. The registration statement, File No. 333 -
178601 (“2012 Registration Statement”), for which this post -effective amendment i s an
extension of indicates that the securities underlying the option are not registered.
Additionally, neither the fee table nor the footnotes to the 2014 amendment to this
registration statement, File No. 333 -193882 (“2014 Registration Statement”), incl udes or
discusses the issuance of these securities. Thus, because the option to purchase these
units was a private placement, you are unable to register the sale these securities on a
primary basis.
2. We note your response to comment one in our letter date d July 30, 2015. It is premature
to register for resale the 500,000 shares underlying the warrants in the unit purchase
option because the option holder is not currently obligated to acquire these warrants. See
Securities Act C&DI 139.11 for additional g uidance.
Please contact David Korvin, Staff Attorney at 202 -551-3236 or Jay Ingram, Legal
Branch Chief at 202 -551-3397 with any questions.
Jose Dias
Tecnoglass Inc.
August 19 , 2015
Page 2
Sincerely,
/s/ Pamela Long
Pamela Long
Assistant Director
Office of Manufacturing and
Construction
cc: Via E-mail
Jeffrey Gallant , Esq.
Graubard Miller