{"url_path":"/sec/tgls/8-k/2026-07-07/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1534675/0001493152-26-032342-index.html","accession_number":"0001493152-26-032342","cik":"0001534675","ticker":"TGLS","issuer_name":"Tecnoglass Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1534675/0001493152-26-032342-index.html","primary_entity_key":"0001534675","primary_entity_name":"Tecnoglass Inc."},"word_count":412,"has_tables":true,"body_markdown":"**Item 3.03.\nMaterial Modification to Rights of Security Holders.**\n\n \n\nEffective\nJuly 7, 2026, Tecnoglass Inc. (the “Company”) completed its previously announced change of jurisdiction of incorporation\nfrom the Cayman Islands to the State of Florida through a transaction known as a continuation under Section 206 of the Companies Act\n(as amended) of the Cayman Islands and Section 607.11920 of the Florida Business Corporation Act (the “Continuation”). The\nContinuation became effective on July 7, 2026 upon the Company’s registration with the State of Florida and the concurrent de-registration\napplication of the Company in the Cayman Islands. The Company is now subject to Florida law, the Florida Governance Documents (as defined\nherein) and the Florida Business Corporation Act. Each outstanding ordinary share of the Company, par value of $0.0001 per share, at\nthe time of the effectiveness of the Continuation, became a registered share of common stock, par value $0.0001 per share (the “Common\nStock”), of the Company.\n\n** **\n\nA\nsummary description of the Common Stock, including key differences between the rights of the Company’s shareholders under Cayman\nlaw and the then-effective Third Amended and Restated Memorandum and Articles of Association of the Company prior to the effectiveness\nof the Continuation, on the one hand, and the rights of the Company’s shareholders under Florida law and the current-effective\nFlorida Articles of Incorporation and Bylaws (collectively, the “Florida Governance Documents”), on the other hand, is included\nin the section titled “Proposal No. 1: Approval of the Continuation” in the Company’s proxy statement/prospectus,\nas filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(3) on May 14, 2026 (the “Final Prospectus”),\nunder the heading “Comparison of Shareholder Rights,” which is incorporated by reference into this Item 3.03. A description\nof the Continuation and certain potential effects, including of the material tax considerations of the Continuation and ownership of\nthe Company’s Common Stock, is included in the section of the Final Prospectus titled “Proposal No. 1: Approval of the\nContinuation” under the headings “Effects of the Continuation” and “Material Tax Considerations.” The aforementioned\nsections of the Final Prospectus are incorporated by reference into this Item 3.03.\n\n \n\nThe\nforegoing description of the Florida Governance Documents does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Florida Articles of Incorporation and Bylaws, which have\nbeen filed with this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item\n3.03."}