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Graubard Miller

The Chrysler Building

405 Lexington Avenue

NEW YORK, N.Y. 10174-1101 (212) 818-8800

    facsimile
    (212) 818-8881

    direct dial number
    (212) 818-8638

    email address

    jgallant@graubard.com

March 11, 2016

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Tecnoglass Inc.

Amendment No. 1 to Registration Statement on
Form S-4

Filed November 10, 2015

File No. 333-205586

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed April 15, 2015

File No. 1-35436

Dear Mr. Ingram:

On behalf of Tecnoglass Inc. (the
"Company"), we respond as follows to the Staff's comment letter, dated December 7, 2015, relating to the above- captioned
Registration Statement on Form S-4 ("Registration Statement") and Form 10-K. Captions and page references herein to those
set forth in Amendment No. 2 to the Registration Statement, a copy of which has been marked with the changes from Amendment No.
1 of the Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to David Korvin.

Please note
that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response to each comment
immediately thereafter.

Amendment No. 1 Registration Statement on Form S-4

General

 1. Please provide updated financial statements and related disclosures. Refer to Rule 3-12 of Regulation S-X.

We have provided updated financial statements and related
disclosures in accordance with Rule 3-12 of Regulation S-X.

Material U.S. Federal Income Tax Consequences, page 28

 2. We note that you filed a short form tax opinion in response to comment nine in our letter dated August 5, 2015. Please revise
to state explicitly that the disclosure in this section is the opinion of Graubard Miller. For further guidance, see Section III.B.2
of Staff Legal Bulletin No. 19.

We have revised the disclosure
on pages  29 and  30 of the Registration Statement as requested.

Notes to the Consolidated Financial Statements

Note 5. Variable Interest Entities, page FS-18

Note 4. Variable Interest Entities, page FS-39

 3. We note your response to comment 13 in our letter dated August 5, 2015. To help better understand your determination, please
provide the following information:

 · You disclosed that your CEO, COO, other family members and other
related parties own 100% of the equity of ESW LLC. You also disclosed that your CEO, CFO and other related parties own 100% of
the equity in VS. Please provide us with the specific ownership interest of each of your related parties and their specific relationship
to all other related parties. Please also provide us with the ownership interest of Technoglass, Inc. Please clarify any direct
and indirect interest that your CEO and COO may have in Technoglass, Inc. as well.

 · Please provide us with your comprehensive analysis of how you applied
the consolidation accounting guidance pursuant to ASC 810. Please specifically address your consideration of the following as it
relates to EWS and VS:

 · Does a scope exception to the consolidation guidance apply?

 · Does a scope exception to the Variable Interest Model apply?

 · Does the reporting entity have a variable interest in an entity?

 · Is the entity a VIE?

 · If the entity is a VIE, is the reporting entity the primary beneficiary?

With respect to the information requested in the first part of the
Staff’s comment, we have provided below the direct and indirect equity interest of the CEO, COO and other related parties.

    Page 2 of 12

As of December 31, 2015

(unaudited)

    Table I

E. S. Windows LLC

(ESW)

    Relationship
to CEO
    Person
    Direct
Equity Interest

    Self
    CEO José M. Daes, Managing Member
      30.6 %

    Brother
    COO Christian T. Daes, Managing Member
      23.4 %

    Sister
    Evelyn I Daes-Perez, Managing Member
      6.0 %

    Panamanian Entity
    Invelco S.A.
      40.0 %

      100.0 %

    Table II

Invelco S.A.

    Relationship
to CEO
    Person
    Direct and Indirect
Equity Interest

    Brother
    Christian T. Daes (COO)
      0.02 %

    Sister
    Giselle Elena Daes de Amin
      49.97 %

    Mother
    Evelyna Abuchaibe de Daes
      49.97 %

    None
    Alberto Velilla Becerra
      0.02 %

    None
    Alvaro Velilla Becerra

      0.02 %

    Table III

Ventanas Solar, S.A.
(VS)

    Relationship
to CEO
    Person
    Direct
Equity Interest

    Sister
    Giselle Elena Daes de Amin
      50.00 %

    Mother
    Evelyna Abuchaibe de Daes
      50.00 %

    Page 3 of 12

    Table IV
Tecnoglass Inc.
Ownership Interests

    Person or Entity
    Equity
Warrants
Outstanding
    Common
Shares
Outstanding
    Percent
Shares

    Energy Holding Corporation
      789,082
      21,067,141
      78.3 %

    CEDE & Co (FAST)
      3,268,319
      3,853,995
      14.3 %

    Ugo Colombo
      -
      388,199
      1.4 %

    Earlybird Capital Inc.
      -
      311,522
      1.2 %

    Child Trust fbo Francesca Weil
      -
      253,000
      0.9 %

    Child Trust fbo Alexander Weil
      -
      253,000
      0.9 %

    B Luke Weil
      -
      243,760
      0.9 %

    Child Trust Benjamin Luke Weil
      -
      168,000
      0.6 %

    A Lorne Weil
      -
      95,693
      0.4 %

    Martha L Byorum
      110,000
      80,000
      0.3 %

    Steven Levine
      -
      47,333
      0.2 %

    Julio A Torres
      -
      47,000
      0.2 %

    David Nussbaum
      -
      24,598
      0.1 %

    Hoak Public Equities LP
      638,647
      20,071
      0.1 %

    Continental Stock Transfer & Trust Co
      -
      17,400
      0.1 %

    Ed Kovary
      -
      7,500
      0.0 %

    Ptolemy Capital LLC
      -
      6,424
      0.0 %

    Robert Stevens
      -
      6,000
      0.0 %

    Eric Carrera
      -
      5,000
      0.0 %

    BMO Nesbitt Burns Inc. Itf
      229,810
      -
      0.0 %

    BMO Nesbitt Burns Inc. Itf Altairis
      3,986
      -
      0.0 %

    Graubard Miller
      150,000
      -
      0.0 %

    J Randall Waterfield
      209,118
      -
      0.0 %

    Marjorie Hernandez
      45,000
      -
      0.0 %

    Pinnacle Fund LLLP
      452,048
      -
      0.0 %

    The Cascade Fund LLLP/Ascent
      165,204
      -
      0.0 %

    The Red Oak Fund LP
      484,330
      -
      0.0 %

    The Red Oak Long Fund LP
      225,962
      -
      0.0 %

    Totals
      6,771,506
      26,895,636
      100.0 %

    Page 4 of 12

    Table V

    Direct and Indirect Equity Interest

    of CEO and COO

    In Tecnoglass Inc. (registrant)

    CEO
    José M. Daes
      0.01 %

    COO
    Christian T. Daes
      0.05 %

    Mother
    Evelyna Abuchaibe de Daes
      32.93 %

    Sister
    Giselle Elena Daes de Amin
      32.93 %

    Children of CEO and COO
      1.69 %

    Direct and Indirect Equity Interest of Daes Family
      67.59 % *

    All other non-related persons and entities
      32.41 %

      100.00 %

* Owned through Energy Holding Corp.

With respect to the second part of the Staff’s
comment, we present below an analysis of the Company’s comprehensive application of accounting consolidation guidance pursuant
to ASC 810 for both ESW LLC (“ESW LLC”) and Ventana Solar, S.A. (“VS”),or collectively as the “Entities”
:

 · Does a scope exception to the consolidation guidance apply?

 · Does a scope exception to the Variable Interest Model apply?

 · Does the Company have a variable interest in the entity?

 · If the Company have a variable interest in the entity, is the entity
a VIE?

 · If the entity is a VIE, is the Company the primary beneficiary?

Does a scope exception to the consolidation guidance
apply?

No. Scope exceptions in ASC 810-10-15 were not
applicable to either legal entity. Neither entity is an investment company, employee benefit plan, governmental organization, an
exempted financing entity established by a governmental organization, or any other exempted entity.

Does a scope exception to the Variable Interest
Model apply?

No. Scope exceptions to the Variable Interest
Entity Model are not applicable to either entity. ESW LLC and VS are not non-for-profit entities, does not fall within the business
scope exception, “information-out”, nor separate accounts of life insurance entities.

Does the Company have a variable interest in the
entities?

Yes. The Company has the following variable interests:

VS: The Company has two payment agreements with VS which
are considered as subordinated financing to VS (refer to question #5 for details of the payment agreements).

    Page 5 of 12

ESW LLC: Given that the Company has provided subordinated
financing to VS, the Company has determined it probably has an implicit variable interest in ESW LLC.

Following the guidance under ASC 810-10-25-22 through
25-36 the Company evaluated the purpose for which the entity was created and the nature of the risks in the entity:

 · ESW LLC was created for the purpose of executing normal course-of-business
commercial transactions into the U.S. market, not for purposes of passive or active investment, financial support, off-balance
sheet financing or other special purposes. ESW LLC is a commercial entity operating since 2003 in the State of Florida that acts
as an importer-reseller of the Company’s products and as a freight forwarder of certain raw material inputs for the Company’s
manufacturing processes.

 · VS was created for the purpose of executing normal course-of-business
commercial transactions into the Panamanian market, not for purposes of passive investment, financial support, off balance sheet
financing or other special purposes. VS is a commercial entity operating since 2003 in Panama as an importer and installer of products
in Panama. VS operates a small warehouse facility for tools and accessories used to install windows and doors and for some minimal
storage, handling or transshipment of the products arriving from the Company. The products are usually delivered to and stored
at construction sites or other contractors’ facilities and are covered by insurance policies.

The Company also analyzed its ongoing commercial contracts
with ESW LLC and VS and evaluated the pricing and credit terms of its contracts to determine whether the contracts acted as implicit
variable interests to absorb variability from ESW LLC and VS’s risks. The Company concluded that the margins and credit terms
in the commercial contracts have been consistently executed on arms-length terms, similar to other customers.

If the Company has a variable interest in an entity,
is the entity a VIE?

ES Windows LLC

Following our prior response to the Staff’s letter
dated August 5, 2015, the Company performed a further analysis of the facts and circumstances surrounding the Company’s accounting
of ESW LLC as a VIE and determined that the prior analysis was in error and that ESW LLC is not a VIE. The Company considered a
quantitative and qualitative materiality assessment of the disclosure error and concluded it was not material to the Company’s
previously reported financial statements. The Company also considered the error indicative of its previously reported material
weakness of financial reporting and closing processes.

    Page 6 of 12

As a result of the following analysis, the Company concluded
that ESW LLC is not a VIE:

The equity investment at risk represents the amounts funded
by the members of ESW LLC (see Table I). The equity holders at risk have the wherewithal to fund their investments in ESW LLC as
they have sufficient resources from other businesses in the US and other countries. The Operational Agreement (members agreement)
establishes that the members recognize losses and returns of the entity according to the proportion of their contributions. The
equity investment by the members was not given or loaned to the members by any related party nor issued in exchange for subordinated
financial support in another VIE.

Is the equity investment at risk
insufficient to finance the activities of the entity?

No. Since the last reconsideration event prior
to and through the dates of the financial statement presented ESW had sufficient equity (approximately 72% of $41.2 million total
assets at fair value as of December 31, 2014) to finance its activities, as considered under ASC 810-10-25-45. Additionally, the
following qualitative factors indicate that ESW has sufficient equity: a) ESW LLC does not have any debt nor any other off-balance
sheet arrangements as of the day of the letter and since its creation, b) ESW LLC has demonstrated its ability to finance its activities
without additional subordinated finance support.

Do the holders of the equity investment at risk lack
power to direct activities that most significantly impact the entity’s performance?

No. The board of ESW LLC is comprised of the managing
members of ESW LLC (which are the same equity holders- see Table I), which is in accordance with the Operating Agreement, that
states that each managing member have the full power and authority to act for and to bind ESW LLC and that all decisions regarding
the operations shall be made by the managing members, who are authorized to take any action on behalf of ESW LLC without any liability
for those actions. The Operating Agreement indicates that the managing members have the obligation to absorb losses in the same
proportion as their contributions and that there is no contract requirements indicating that the decisions should made by the combined
approval of the managing members. Board meeting and the process of election is not formally documented as all the decision are
taken by the largest owner, IVELCO (through Evalyna Abuchaibe de Daes y Giselle Elena Daes de Amin). The members of the board meet
on a quarterly basis and manage the operational, capital decision and other activities such as: budgets, sales margins determinations,
client selection, financing and all decisions related to the economic performance are managed by Giselle Elena Daes de Amin.

Is the legal entity structured with non-substantive
voting rights?

No. All equity holders at risk have voting rights
in proportion to their economic interest in ESW. No equity holder at risk has less voting rights as compared to its total economic
interest in ESW.

Do parties other than the holders of the equity investment
at risk have the obligation to absorb expected losses?

No. ESW was designed such that its members would absorb
the losses of ESW. The equity holders at risk are not protected from absorbing the losses of ESW by any agreement or arrangement.
There are also no separate or additional agreements that require the Company to absorb losses of ESW.

    Page 7 of 12

Do parties other than the holders of the equity investment
at risk have the right to receive the residual returns?

No. ESW was designed such that its members would receive
the residual returns of ESW. The equity holders at risk are not prevented from receiving the residual returns of ESW by any agreement
or arrangement. There are also no separate or additional agreements that provide the Company with the right to receive the residual
returns of ESW.

Ventanas Solar, S.A.

Following our prior response to the Staff’s letter
dated August 5, 2015, the Company performed a further analysis of the facts and circumstances surrounding the Company’s accounting
of VS as a VIE and determined that the prior analysis was in error and VS is not a VIE. The Company considered a quantitative and
qualitative materiality assessment of the disclosure error and concluded it was not material to its previously reported financial
statements. The Company also considered the error indicative of its previously reported material weakness of financial reporting
and closing processes.

As a result of the following analysis, the Company concluded
th