Tecnoglass Inc美股招股说明书(2026-05-14版)

PROXY STATEMENT FOR ANNUAL GENERAL MEETINGOF TECNOGLASS INC.PROSPECTUS FOR ORDINARY SHARESCONTINUATION TO FLORIDA Tecnoglass Inc. (the “Company” or “we”) is an exempted company incorporated in the Cayman Islands with limited liability. Weare proposing to change our jurisdiction of incorporation from the Cayman Islands to Florida through a transaction known as acontinuation (the “Continuation”) under Section 206 of the Companies Act (As Revised) of the Cayman Islands (the “CaymanCompanies Act”) and Section 607.11920 of the Florida Business Corporation Act (the “FBCA”). The Continuation will be effectiveupon the Company’s registration with the Secretary of State of the State of Florida. Thereafter, the continued Company will be subjectto Florida law, the FBCA and the Proposed Charter Documents (as defined herein). We will be deregistered in the Cayman Islands asof the date shown on the certificate of de-registration issued by the Cayman Islands Registrar of Companies. The de-registration in theCayman Islands and the Continuation under Florida law will occur on the same date. Our board of directors (the “Board of Directors”)has unanimously approved our Continuation, believes it to be in the best interests of our shareholders and unanimously recommendsapproval of our Continuation to our shareholders. In this proxy statement/prospectus we sometimes refer to the Company as“Tecnoglass (Cayman)” prior to the Continuation and as “Tecnoglass (Florida)” after the Continuation. Unless the context requiresotherwise, references to “Tecnoglass,” the “Company,” “we,” “us,” and “our” in this proxy statement/prospectus refer to Tecnoglass(Cayman) prior to the Continuation and Tecnoglass (Florida) after the Continuation, and its subsidiaries, on a consolidated basis. The Continuation will change the governing law that applies to our shareholders from Cayman law to Florida law. There arematerial differences between Cayman law and Florida law. Our shareholders may have more or less rights under Florida lawdepending on the specific set of circumstances. See “Proposal No. 1: Approval of the Continuation — Comparison of ShareholderRights” for a summary of the significant differences between Cayman law and Florida law. The Continuation will not interrupt the corporate existence or operations of the Company or the listing of our ordinary shares, parvalue $0.0001 per share (“Ordinary Shares”), on the New York Stock Exchange (“NYSE”) under the trading symbol “TGLS.” This proxy statement/prospectus incorporates important business and financial information about us from reports we file with theU.S.Securities and Exchange Commission.This incorporated information is not printed in or attached to this proxystatement/prospectus. We explain how you can find this information in “Where You Can Find More Information”. We urge you toreview this proxy statement/prospectus, together with the incorporated information, carefully. Investingin our Ordinary Shares involves risks.See“RISK FACTORS”beginning on page 9 of this proxystatement/prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to thecontrary is a criminal offense. This proxy statement/prospectus dated May 14, 2026, and is first being made available/mailed to shareholders of Tecnoglass on orabout such date. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Annual General Meeting of Shareholders (the “AGM”) of Tecnoglass Inc. (“we,” “us,” “our,”“Tecnoglass,” or the “Company”) will be held on June 16, 2026, at 10:00 a.m. local time, to be held at Avenida Circunvalar a 100 mtsde la Via 40, Barrio Las Flores, Barranquilla, Colombia, 080001. The Annual General Meeting will be a virtual meeting. You will be able to attend and participate in the Annual GeneralMeeting online by visiting https://www.cstproxy.com/tecnoglass/2026 or by calling the following numbers (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free) Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 5870418# The purpose of the meeting is to consider and vote on the following: 1.To consider and vote upon a special resolution to approve the Company’s de-registration in the Cayman Islands andthe Company’s continuation in the State of Florida (the “Continuation”), in accordance with our amended andrestated memorandum and articles of association (collectively, our “Articles”), Section 206 of the Companies Act(As Revised) of the Cayman Islands (the “Cayman Companies Act”) and Section 607.11920 of the Florida BusinessCorporation Act (the “FBCA”);2.Subject to the approval of the Continuation, to consider and vote upon a special resolution to approve and adopt theArticles of Incorporation and Bylaws in the forms set forth in Exhibits A and B, respectively, of th