Form 8-K/A

8-K/A — Tecnoglass Holdings Inc.

Accession: 0001493152-26-033928

Filed: 2026-07-20

Period: 2026-07-07

CIK: 0001534675

SIC: 3211 (FLAT GLASS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

FORM

8-K

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 14, 2026 (July 7, 2026)

TECNOGLASS

HOLDINGS INC.

(Exact

Name of Registrant as Specified in Charter)

Florida

001-35436

98-1271120

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

3550

NW 49th Street, Miami,

Florida 33142

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)

Tecnoglass

Inc.

(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):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Ordinary

TGLS

The

New York Stock Exchange

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 ☐

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. ☐

Explanatory

Note

This

Amendment No. 1 amends and restates Item 5.03 of the Current Report on Form 8-K filed by Tecnoglass Inc. on July 7, 2026 (the “Original

Form 8-K”). Except as set forth below, this Amendment No. 1 does not amend, modify, or update any disclosures contained in the

Original Form 8-K. Except as set forth below, nothing contained in this Amendment No. 1 updates any disclosure contained in the Original

Form 8-K to reflect any events occurring after the filing of the Original Form 8-K. Accordingly, this Amendment No. 1 should be read

in conjunction with the Original Form 8-K and with the Company’s other filings with the SEC.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

previously reported, effective July 7, 2026, Tecnoglass Inc. (the “Company”) completed its previously announced change of

jurisdiction of incorporation from the Cayman Islands to the State of Florida through a transaction known as a continuation under Section

206 of the Companies Act (as amended) of the Cayman Islands and Section 607.11920 of the Florida Business Corporation Act (the “Continuation”).

connection with the Continuation, the Company filed Articles of Incorporation with the State of

Florida on July 7, 2026. Due to an administrative issue with the State of Florida, the state required the Company’s name to be

changed. Accordingly, a corrected copy of the Articles of Incorporation changing the Company’s name to “Tecnoglass Holdings

Inc.” was filed with the State of Florida on July 14, 2026, which corrected copy is attached to this Current Report on Form 8-K/A

as Exhibit 3.1. No other change was made to the Articles of Incorporation as previously filed. The Company’s Common Stock

continues to be listed and traded on the New York Stock Exchange under the trading symbol “TGLS” and the CUSIP number relating

to the Company’s shares of Common Stock remain 87877F 103. The Company’s new name will be effective on the New York Stock

Exchange on July 31, 2026.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Articles of Incorporation

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995 and other federal securities laws, including statements regarding the anticipated effects of the Continuation. Actual results may

differ materially from those indicated in the forward-looking statements as a result of various important factors including those risks

more fully discussed in the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K

and quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s

subsequent filings with the U.S. Securities and Exchange Commission. All information herein is as of the date set forth above, and the

Company undertakes no duty to update such information unless required by law.

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:

July 20, 2026

TECNOGLASS

HOLDINGS INC.

By:

/s/

Jose M. Daes

Name:

Jose

M. Daes

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

ARTICLES

OF INCORPORATION

TECNOGLASS

HOLDINGS INC.

The

undersigned, in forming a Florida corporation under the Florida Business Corporation Act, Chapter 607 of the Florida Statutes (the “Act”),

hereby adopts the following Articles of Incorporation:

ARTICLE

NAME AND ADDRESS

The

name of the Corporation is Tecnoglass Holdings Inc. (this “Corporation”). The addresses of the principal office and

the mailing addresses of this Corporation are 3550 NW 49th Street, Miami, Florida 33142 and Avenida Circunvalar a 100 mts de la Via 40,

Barrio Las Flores, Barranquilla, Colombia.

ARTICLE

PURPOSE

This

Corporation is organized for the purpose of transacting any and all lawful business for corporations organized under the Act.

ARTICLE

III

CAPITAL STOCK

The

aggregate number of shares which this Corporation shall have authority to issue is one hundred one million (101,000,000) shares, consisting

of (a) one hundred million (100,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”);

and (b) one million (1,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). The

Board of Directors of the Corporation (the “Board”) is authorized to issue shares of Preferred Stock in one or more

series by adoption of amendments to these Articles of Incorporation, which may be effected without shareholder approval, setting forth

the number of shares to be included in each such series and the designation, preferences, limitations and relative rights of the shares

of each such series.

The

Corporation may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders

thereof to subscribe for, purchase or receive any class of shares or other securities in the Corporation on such terms as the Board may

from time to time determine.

The

Corporation may issue units of securities in the Corporation, which may be comprised of shares and warrants to purchase additional shares,

upon such terms as the Board may from time to time determine.

The

Corporation shall not issue shares to bearer.

ARTICLE

REGISTERED OFFICE AND AGENT

The

street address of the registered office of this Corporation is 1200 South Pine Island Road, Plantation, Florida 33324, and the name of

the registered agent of this Corporation at such office is NRAI Services, Inc.

ARTICLE

SPECIAL MEETINGS OF SHAREHOLDERS

The

shareholders of this Corporation may only call a special meeting of shareholders if the holders of at least 10% of all of the votes entitled

to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to this Corporation’s

secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

ARTICLE

INDEMNIFICATION

This

Corporation shall indemnify any director or officer, or any former director or officer of this Corporation, to the fullest extent permitted

by law.

ARTICLE

VII

AFFILIATED TRANSACTIONS

For

purposes of Section 607.0901 of the Florida Business Corporation Act pursuant to Section 607.0901(1)(h) thereof, the term “disinterested

director” shall mean (a) any member of the Board who was a member of the Board of Directors of Tecnoglass, Inc., a Cayman Islands

company, immediately prior to the date these Articles of Incorporation are first filed with the Department of State of the State of Florida

(other than any member of the Board who is the holder of 10% or more of the outstanding Common Stock of the Corporation), (b) any member

of the Board who was recommended for election by, or was elected to fill a vacancy and received the affirmative vote of, a majority of

the disinterested directors then on the Board, and (c) any member of the Board who (i) qualifies as an “independent director”

under the rules of the national securities exchange on which shares of the Corporation are then listed, and (ii) is not an “interested

shareholder” of the Corporation within the meaning of Section 607.0901 of the Florida Business Corporation Act, as determined in

good faith by a majority of the Board.

ARTICLE

VIII

REMOVAL OF DIRECTORS

a meeting of shareholders, any director or the entire Board may be removed, for cause, by the affirmative vote of a majority of the votes

cast by the shares entitled to vote at an election of directors.

ARTICLE

BYLAWS

The

Bylaws of the Corporation may be altered, amended or repealed, and new Bylaws adopted, by the affirmative vote of at least a majority

of the members of the Board then in office or by the affirmative vote of the holders of at least a majority of the voting power of all

shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting as a single class; provided,

however, that any proposal to amend, alter, change or repeal the provisions of Section 1 of Article II of the Bylaws of the Corporation

shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of

capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE

AMENDMENT OF ARTICLES OF INCORPORATION

The

Corporation hereby reserves the right from time to time to amend, alter, change or repeal any provision contained in these Articles of

Incorporation in any manner permitted by law and all rights and powers conferred upon shareholders, directors and officers herein are

granted subject to this reservation. In addition to any vote otherwise required by law, any proposal to amend, alter, change or repeal

the provisions of Article VIII and this Article X shall require the affirmative vote of the holders of at least 66 2/3%

of the voting power of all the shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting

together as a single class.

* * * *

WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation this 7th day of July, 2026.

/s/

Santiago Giraldo

Santiago

Giraldo, Incorporator

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Jul. 07, 2026

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Amendment Description

This

Amendment No. 1 amends and restates Item 5.03 of the Current Report on Form 8-K filed by Tecnoglass Inc. on July 7, 2026 (the “Original

Form 8-K”). Except as set forth below, this Amendment No. 1 does not amend, modify, or update any disclosures contained in the

Original Form 8-K. Except as set forth below, nothing contained in this Amendment No. 1 updates any disclosure contained in the Original

Form 8-K to reflect any events occurring after the filing of the Original Form 8-K. Accordingly, this Amendment No. 1 should be read

in conjunction with the Original Form 8-K and with the Company’s other filings with the SEC.

Document Period End Date

Jul. 07, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

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Entity Registrant Name

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HOLDINGS INC.

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