SEC Comment Letter for Tecnoglass Inc. (TGLS) (CIK 0001534675) (TGLS) — Nov 19, 2015
Tecnoglass Inc. (TGLS) (CIK 0001534675)
Date: Nov. 19, 2015 · CIK: 0001534675 · Accession: 0000000000-15-054805
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4631 November 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. 3 to Form S -1 on Form S -3 Filed November 10 , 2015 File No. 333 -193882
Dear Mr. Dias:
We have reviewed your post -effective amendment and have the following comments.
General
1. Please revise to ensure that the number of shares being registered for resale is consistent throughout your filing. We note that while your prospectus cover page discloses that you are reselling 6,081,686 shares, the shares for resale in your selling secu rityholders table adds up to 6,359,394.
Where You Can Find Additional Information, page 31
2. We note that you have not properly incorporated Exchange Act filings made between the date of the initial registration statement on Form S -3 and prior to effecti veness. Please revise your disclosure to specifically incorporate by reference all required filings, including amended filings such as your Form 10 -K/A, made since the date the Form S -3 was initially filed. For further guidance, see Securities Act Forms CD&I 123.05.
Jose Dias Tecnoglass Inc. November 19, 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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Mail Stop 4631 November 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. 3 to Form S -1 on Form S -3
Filed November 10 , 2015
File No. 333 -193882
Dear Mr. Dias:
We have reviewed your post -effective amendment and have the following comments.
General
1. Please revise to ensure that the number of shares being registered for resale is consistent
throughout your filing. We note that while your prospectus cover page discloses that you
are reselling 6,081,686 shares, the shares for resale in your selling secu rityholders table
adds up to 6,359,394.
Where You Can Find Additional Information, page 31
2. We note that you have not properly incorporated Exchange Act filings made between the
date of the initial registration statement on Form S -3 and prior to effecti veness. Please
revise your disclosure to specifically incorporate by reference all required filings,
including amended filings such as your Form 10 -K/A, made since the date the Form S -3
was initially filed. For further guidance, see Securities Act Forms CD&I 123.05.
Jose Dias
Tecnoglass Inc.
November 19, 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
Office of Manufacturing and
Construction
cc: Via E -mail
Jeffrey Gallant , Esq.
Graubard Miller