CUSIP
No. G87264 100
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SCHEDULE
13D
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Page
2 of 11 Pages
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1
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NAMES
OF REPORTING PERSONS
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Energy
Holding Corporation
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
[ ]
(b) [ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (see instructions)
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OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
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Cayman
Islands
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
|
|
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21,621,442
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8
|
SHARED
VOTING POWER
|
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0
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9
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SOLE
DISPOSITIVE POWER
|
|
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21,621,442
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10
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SHARED
DISPOSITIVE POWER
|
|
|
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0
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,621,442
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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(see
instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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65.1%
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14
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TYPE
OF REPORTING PERSON (see instructions)
|
|
|
|
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CO
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CUSIP
No. G87264 100
|
|
SCHEDULE
13D
|
|
Page
3 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
Joaquin
Fernandez
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
[ ]
(b)
[ ]
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE
OF FUNDS (see instructions)
|
|
|
|
|
|
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[ ]
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
21,621,442
|
8
|
SHARED
VOTING POWER
|
|
|
|
0
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
|
21,621,442
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
21,621,442
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(see instructions)
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
65.1%
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
|
|
|
|
|
|
CO
|
|
CUSIP
No. G87264 100
|
|
SCHEDULE
13D
|
|
Page
4 of 11 Pages
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
Alberto
Velilla Becerra
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ]
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
4
|
SOURCE
OF FUNDS (see instructions)
|
|
|
|
|
|
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[ ]
|
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
21,621,442
|
8
|
SHARED
VOTING POWER
|
|
|
|
0
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
|
21,621,442
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
21,621,442
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
[ ]
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
65.1%
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
|
|
|
|
|
|
CO
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This
Amendment No. 2 amends the Schedule 13D filed jointly with the Securities and Exchange Commission (“
SEC
”) by
Energy Holding Corporation (“
EHC
”), Joaquin Fernandez and Alberto Velilla Becerra (collectively, the “
Reporting
Persons
”) on April 28, 2014 with respect to ownership of the ordinary shares, par value $0.0001 per share (“
Ordinary
Shares
”), of Tecnoglass Inc. (formerly known as Andina Acquisition Corporation), a Cayman Islands company (the “
Issuer
”)
as previously amended by Amendment No. 1 thereto (“
Amendment No. 1
”) filed with the SEC by the Reporting Persons
on June 12, 2015 (as previously amended, the “
Existing Schedule 13D
,” and as amended hereby, this “
Schedule
13D
”). Except as set forth below, the disclosure in the Existing Schedule 13D remains unchanged. Capitalized terms used
herein which are not defined herein have the meaning given to them in the Existing Schedule 13D.
The
percentage of beneficial ownership reflected in this Schedule 13D is based upon 33,172,144 Ordinary Shares outstanding as of December
31, 2016.
Item
3. Sources of Funds.
Item
3 of the Existing Schedule 13D is hereby supplemented by adding the following to the end of such Item:
On
September 12, 2016, pursuant to the Issuer’s warrant exchange offer for its outstanding warrants, EHC exchanged the Private
Warrants for a total of 315,633 ordinary shares.
Also
on September 12, 2016, EHC distributed an aggregate of 2,491,503 ordinary shares to its shareholders on a pro rata basis (with
certain shareholders foregoing their right to receive such shares).
On
November 1, 2016, EHC received an aggregate of 230,172 ordinary shares issued as dividends pursuant to the Issuer’s regular
quarterly dividend plan.
On
December 20, 2016, pursuant to the Merger Agreement, EHC received an aggregate of 1,500,000 ordinary shares based on the Issuer’s
achievement of specified EBITDA targets set forth in such agreement.
Item
4. Purpose of Transaction.
Item
4 of the Existing Schedule 13D is hereby amended and restated in its entirety as follows:
The
acquisitions reported on in this Schedule 13D were made for investment purposes. Each of the Reporting Persons may from time to
time acquire additional securities for investment purposes, or dispose of securities, in the open market or in private transactions,
including without limitation, sales pursuant to the exercise of the registration rights provided by the Registration Rights Agreement
described below.
At
the date of this Schedule 13D, except as set forth above, and except as is consistent with Mr. Fernandez’s position as an
executive officer of the Issuer, the Reporting Persons do not have any plans or proposals which would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or
term of the board of directors or management of the Issuer;
(e) Any
material change in the present capitalization or dividend policy of the Issuer;
(f) Any
other material change in the Issuer’s business or corporate structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of
control of the Issuer by any person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any
action similar to any of those actions enumerated above.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Existing Schedule 13D is hereby amended and restated in its entirety as follows:
As
of the date of this Schedule 13D, EHC holds 21,621,442 Ordinary Shares, which represents approximately 65.1% of the outstanding
and issued Ordinary Shares. Messrs. Fernandez and Becerra, as directors of EHC, have shared voting and dispositive power of the
Ordinary Shares held by EHC, and may therefore each be deemed to beneficially own all of the shares held by EHC. Neither Mr. Fernandez
nor Mr. Becerra holds shares of the Issuer directly. Each of Messrs. Fernandez and Becerra disclaims beneficial ownership of the
shares held by EHC, except to the extent of his pecuniary interest thereto.
Except
to the extent EHC may in the future make distributions to its shareholders by which its shareholders would receive dividends from,
or the proceeds from the sale of, the Ordinary Shares, no other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Ordinary Shares acquired
by the Reporting Persons.
In
the past 60 days, the Reporting Persons have not engaged in any transactions involving the Ordinary Shares of the Issuer except
as disclosed in Item 3 above.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated
January 13, 2017
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ENERGY
HOLDING CORPORATION
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By:
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/s/
Jose M. Daes
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Name:
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Jose
M. Daes
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Title:
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Chief
Executive Officer
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/s/
Joaquin Fernandez
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Joaquin
Fernandez
|
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/s/
Alberto Velilla Becerra
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Alberto
Velilla Becerra
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