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Item 7.01
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Regulation FD Disclosure
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Furnished as Exhibit 99.1
hereto is a press release, dated July 20, 2021 (the “Press Release”), issued by Tailwind announcing that Tailwind convened
and then adjourned, without conducting any other business, the Special Meeting. The date and time to reconvene the Special Meeting will
be determined by Tailwind’s board of directors and announced at a later time.
The information in this item
7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to liabilities under that section, and shall
not be deemed to be incorporated by reference into any filings of the Company under the Securities of 1933, as amended (the “Securities
Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (the
“Current Report”) shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit
99.1.
Additional
Information
In connection with the transactions contemplated by the Business Combination
Agreement, dated March 1, 2021 (the “Business Combination Agreement”), by and among Tailwind , Compass Merger Sub, Inc., QOMPLX
and Rationem, LLC, in its capacity as the representative of the stockholders of QOMPLX (such transactions, the “Business Combination”),
Tailwind has filed a Registration Statement on Form S-4 (the “Registration Statement”), which includes a definitive proxy
statement/prospectus, with the U.S. Securities and Exchange Commission (“SEC”). Tailwind has mailed the definitive proxy statement/prospectus
and other relevant documents to its stockholders. This communication is not a substitute for the Registration Statement, the definitive
proxy statement/prospectus or any other document that Tailwind has sent or will send to its stockholders in connection with the Business
Combination. Investors and security holders of Tailwind are advised to read the proxy statement/prospectus in connection with
the special meeting to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus contains
important information about the Business Combination and the parties to the Business Combination. The proxy statement/prospectus
was mailed to stockholders of Tailwind as of June 2, 2021, the record date established for voting on the Business Combination. Stockholders
will also be able to obtain copies of the proxy statement/prospectus, without charge at the SEC’s website at www.sec.gov or by directing
a request to: 1545 Courtney Avenue, Los Angeles, California 90046.
Participants
in the Solicitation
Tailwind, QOMPLX and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Tailwind’s
stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding
the names and interests in the Business Combination of Tailwind’s directors and officers in Tailwind’s filings with the SEC,
including the Registration Statement filed with the SEC by Tailwind, including the definitive proxy statement/prospectus filed with the
SEC by Tailwind on June 25, 2021, relating to the Business Combination. The names and interests of QOMPLX’s directors and executive
officers are also in the definitive proxy statement/prospectus filed with the SEC by Tailwind.
Forward
Looking Statements
Certain statements made herein are not
historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding future events, the Business Combination between Tailwind and QOMPLX, the
estimated or anticipated future results and benefits of the combined company following the Business Combination, including the
likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined
company, and other statements that are not historical facts. These statements are based on the current expectations of
Tailwind’s and QOMPLX’s management and are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Tailwind and
QOMPLX. These statements are subject to a number of risks and uncertainties regarding Tailwind’s businesses and the Business
Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general
economic, political and business conditions generally and competitive factors impacting the businesses of any of Tailwind, QOMPLX,
Sentar, Inc. (“Sentar”) and RPC Tyche LLP (“Tyche”); the inability of the parties to consummate the
Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the inability of QOMPLX to consummate a Pipeline Acquisition or the occurrence of any event, change
or other circumstances that could give rise to the termination of the transaction agreement for such Pipeline Acquisition; the
outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination;
the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the
Business Combination; the risk that the approval of the stockholders of Tailwind or QOMPLX for the potential transaction is not
obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating
the potential transaction or difficulty in integrating the businesses of Tailwind, QOMPLX, Sentar and Tyche; the risk that the
Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business
Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of
redemption requests made by Tailwind’s stockholders; the inability to obtain or maintain the listing of the post-acquisition
company’s securities on the New York Stock Exchange following the Business Combination; costs related to the Business
Combination; inaccuracies for any reason in the estimates of expenses and profitability and the projected financial information
(including on a pro forma basis giving effect to the acquisitions of Hyperion Gray, LLC, Sentar and Tyche) for QOMPLX; and other
risks and uncertainties, including those included under the header “Risk Factors” in the definitive proxy
statement/prospectus filed with the SEC by Tailwind and those included under the header “Risk Factors” in
Tailwind’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020. There may be additional risks
that are presently unknown or believed to be immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements provide Tailwind’s and QOMPLX’s expectations, plans
or forecasts of future events and views as of the date of this communication. Tailwind and QOMPLX anticipate that subsequent events
and developments will cause these assessments to change. However, while Tailwind and QOMPLX may elect to update these
forward-looking statements at some point in the future, Tailwind and QOMPLX specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing Tailwind’s or QOMPLX’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Disclaimer
This communication is for informational purposes only and is neither
an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any
jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
