SEC Company Response from Tecnoglass Inc. (TGLS) (CIK 0001534675) (TGLS) — Mar 11, 2016
Tecnoglass Inc. (TGLS) (CIK 0001534675)
Date: March 11, 2016 · CIK: 0001534675 · Accession: 0001144204-16-087618
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193882
Referenced dates: November 19, 2015
Letter
Securities and Exchange Commission Re: Tecnoglass Inc. Post-effective Amendment No. 3 to Form S-1 on Form S-3 Filed November 11, 2015 File No. 333-193882
Dear Mr. Ingram:
On behalf of Tecnoglass Inc. (the “Company”), we respond as follows to the Staff’s comment letter, dated November 19, 2015, relating to the above-captioned Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (“Registration Statement”). Captions and page references herein correspond to those set forth in the Post-Effective Amendment No. 4 to the Registration Statement, a copy of which has been marked with the changes from Post-Effective Amendment No. 3 to 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.
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 securityholders table adds up to 6,359,394.
We have revised the disclosure in the Registration Statement as requested.
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 effectiveness. 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.
Securities and Exchange Commission
March 11, 2016
Page 2
We have revised the disclosure in the Registration Statement as requested.
* * * * * * * * * * * * *
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
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CORRESP
1
filename1.htm
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New
York, N.Y. 10174-1101
(212) 818-8800
facsimile
direct dial number
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
March 11, 2016
Jay Ingram, Esq.
Legal Branch Chief
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Tecnoglass Inc.
Post-effective Amendment No. 3 to Form S-1
on Form S-3
Filed November 11, 2015
File No. 333-193882
Dear Mr. Ingram:
On behalf of Tecnoglass Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated November 19, 2015, relating to the above-captioned Post-Effective
Amendment No. 3 to Form S-1 on Form S-3 (“Registration Statement”). Captions and page references herein correspond
to those set forth in the Post-Effective Amendment No. 4 to the Registration Statement, a copy of which has been marked with the
changes from Post-Effective Amendment No. 3 to 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.
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
securityholders table adds up to 6,359,394.
We have revised the disclosure in the Registration Statement as requested.
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 effectiveness. 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.
Securities and Exchange Commission
March 11, 2016
Page 2
We have revised the disclosure in the Registration Statement as requested.
* * * * * * * * * * *
* *
If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
JMG:kab
Enclosures
cc: Mr. Jose Daes