Current Report Filing (8-k)
November 08 2021 - 4:44PM
Edgar (US Regulatory)
0001534675
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0001534675
2021-11-08
2021-11-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November
8, 2021
TECNOGLASS
INC.
(Exact
Name of Registrant as Specified in Charter)
Cayman
Islands
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001-35436
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98-1271120
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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Avenida
Circunvalar a 100 mts de la Via 40, Barrio
Las Flores, Barranquilla,
Colombia
(Address
of Principal Executive Offices) (Zip Code)
(57)(5)
3734000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Ordinary
Shares
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TGLS
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
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Entry
into a Material Definitive Agreement.
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On November 8, 2021, C.I. Energia Solar S.A.S. (“Energia
Solar”), an indirect wholly-owned subsidiary of Tecnoglass Inc. (the “Company”), entered into a purchase agreement
(“Agreement”) with Ventanas Solar S.A. (“VS”), a Panama domiciled company that acts as an importer and distributor
of the Company’s products in the Republic of Panama. VS is affiliated with family members of Jose M. Daes, the Company’s
Chief Executive Officer, and Christian T. Daes, the Company’s Chief Operating Officer. Pursuant to the Agreement, the Company through
Energia Solar acquired 95% of the shares of VS for approximately $4.0 million, which will be paid for through the capitalization of certain
accounts receivables of Energia Solar from previous sales to VS. The transaction is part of the Company’s continued strategy to
vertically integrate its operations and is expected to be consummated in December 2021.
After
eliminating intercompany sales, VS had unaudited revenues and operating income of approximately $2.0 and $0.2 million, respectively,
through the nine months ended September 30, 2021. The non-cash transaction was supported by a valuation conducted by an independent investment
bank.
The
owners of VS have agreed to indemnify and hold the Company harmless for any inaccuracies or breaches of the representations and warranties
of, or for the non-fulfillment or breach of any covenant or agreement of, the for owners or VS contained in the Agreement.
The
foregoing summary of the Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the text
of the actual agreement.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
No.
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Description
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 8, 2021
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TECNOGLASS
INC.
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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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