Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On October 7, 2022, Tailwind Acquisition Corp. ("TWND"), issued a press release
announcing that it will transfer its listing to the NYSE American LLC ("NYSE
American"), where TWND has been approved for listing. In connection with listing
on NYSE American, TWND will voluntarily delist from The New York Stock Exchange.
Following the transfer of its listing, TWND intends to continue to file the same
periodic reports and other information it currently files with the Securities
and Exchange Commission (the "SEC"). TWND anticipates the transfer of listing to
the NYSE American to occur on or about October 12, 2022.
TWND intends to file a Form 8-A with respect to the registration of the TWND's
securities on the NYSE American.
A copy of the press release is furnished hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is the press release that TWND, issued on October 7, 2022.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor will they be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
Caution Regarding Forward-Looking Statements
This current report contains certain "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended, including
certain financial forecasts and projections. All statements other than
statements of historical fact contained in this current report, including
statements as to the listing of TWND and the filing of periodic reports and
other information, are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words, including
"may," "should," "expect," "intend," "will," "estimate," "anticipate,"
"believe," "predict," "plan," "targets," "projects," "could," "would,"
"continue," "forecast" or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by TWND and its management, and
Nuburu, Inc. ("NUBURU") and its management, as the case may be, are inherently
uncertain and many factors may cause the actual results to differ materially
from current expectations which include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the business combination agreement with respect to the
business combination; (2) the outcome of any legal proceedings that may be
instituted against NUBURU, TWND, the combined company or others following the
announcement of the business combination and any definitive agreements with
respect thereto; (3) the inability to complete the business combination due to
the failure to obtain approval of the stockholders of TWND or the stockholders
of NUBURU, or to satisfy other closing conditions of the business combination;
(4) changes to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business combination; (5) the
ability to meet the listing standards of NYSE American or another securities
exchange following the consummation of the business combination; (6) the risk
that the business combination disrupts current plans and operations of NUBURU as
a result of the announcement and consummation of the business combination;
(7) the inability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key
employees; (8) costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that NUBURU or the combined
company may be adversely affected by other economic, business and/or competitive
factors; (11) the inability to obtain financing from Lincoln Park Capital; (12)
the risk that the business combination may not be completed in a timely manner
or at all, which may adversely affect the price of TWND's securities; (13) the
risk that the transaction may not be completed by TWND's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by TWND; (14) the impact of the COVID-19
pandemic, including any mutations or variants thereof, and its effect on
business and financial conditions; (15) volatility in the markets caused by
geopolitical and economic factors; and (16) other risks and uncertainties set
forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in TWND's Form S-1 (File No. 333-248113), Quarterly
Report on Form 10-Q for the period ended June 30, 2022 and registration
statement on Form S-4 (File No. 333-267403) that TWND filed with the SEC on
September 13, 2022, which includes a document that will serve as a prospectus
and proxy statement of TWND, referred to as a proxy statement/prospectus and
other documents filed by TWND from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. Nothing in this current report should be regarded as
a representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made.
Neither TWND nor NUBURU gives any assurance that either TWND or NUBURU or the
combined company will achieve its expected results. Neither TWND nor NUBURU
undertakes any duty to update these forward-looking statements, except as
otherwise required by law.
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Important Information and Where to Find It
This current report relates to a proposed transaction between TWND and NUBURU.
TWND filed a registration statement on Form S-4 with the SEC on September 13,
2022, which includes a document that will serve as a prospectus and proxy
statement of TWND (the "Business Combination Proxy Statement"). The Business
Combination Proxy Statement will be sent to all TWND stockholders. TWND also
will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of TWND are
urged to read the registration statement, the Business Combination Proxy
Statement and all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become available because
they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the
registration statement, the Business Combination Proxy Statement and all other
relevant documents filed or that will be filed with the SEC by TWND through the
website maintained by the SEC at www.sec.gov. The documents filed by TWND with
the SEC also may be obtained free of charge upon written request Tailwind
Acquisition Corp., 1545 Courtney Avenue, Los Angeles, CA 90046.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR
DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT, PASSED UPON THE
MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Learn more at https://twnd.tailwindacquisition.com/.
Participants in Solicitation
TWND and NUBURU and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from TWND's
stockholders in connection with the proposed transactions. TWND's stockholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and executive officers of TWND listed in
TWND's registration statement on Form S-4, which is expected to be filed by TWND
with the SEC in connection with the business combination. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to TWND's stockholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus on Form S-4 for
the proposed business combination, which is expected to be filed by TWND with
the SEC in connection with the business combination.
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No Offer or Solicitation
This current report is not intended to and does not constitute an offer to sell
or the solicitation of an offer to buy, sell or solicit any securities or any
proxy, vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
99.1 Press Release, dated October 7, 2022
104 Cover Page Interactive Data File, formatted in Inline XBRL (embedded
within the Inline XBRL document)
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