Item 1.02
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Termination of a Material Definitive Agreement.
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As
previously disclosed, on March 1, 2021, Tailwind Acquisition Corp. (the “Company”) entered into a Business Combination
Agreement (the “Business Combination Agreement”), by and among the Company, Compass Merger Sub, Inc., QOMPLX, Inc.
(“QOMPLX”) and Rationem, LLC, in its capacity as the representative of the stockholders of QOMPLX (such transactions, the
“Business Combination”).
Termination of the Business Combination
Agreement
On August 17, 2021, the Company and QOMPLX entered into a Termination Agreement (the “Termination Agreement”), effective
as of such date, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the
Business Combination Agreement is effective as of August 17, 2021.
As a result of the termination of the Business
Combination Agreement, the Business Combination Agreement will be of no further force and effect, and certain transaction agreements entered
into in connection with the Business Combination Agreement, including, but not limited to, (i) the Investor Rights Agreement, dated
as of March 1, 2021, by and among the Company, QOMPLX, Tailwind Sponsor, LLC (“Tailwind Sponsor”) and certain
QOMPLX stockholders, (ii) the Sponsor Letter Agreement, dated as of March 1, 2021, by and among the Company, Tailwind Sponsor,
QOMPLX and members of Tailwind’s board of directors and/or management, (iii) the Transaction Support Agreements, each dated
March 1, 2021, between certain stockholders of QOMPLX, Tailwind and QOMPLX and (iv) the Subscription Agreements, each dated
March 1, 2021, between Tailwind and certain investors, will automatically either be terminated in accordance with their terms
or be of no further force and effect. In addition, upon the termination of the Business Combination Agreement, the Company will have no further obligations or liabilities related
to or arising out of that certain Convertible Note Purchase Agreement, dated as of March 1, 2021, by and among the Company, QOMPLX and
the other persons party thereto, or any of the convertible notes issued by QOMPLX thereunder.
The foregoing descriptions of the Business
Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and
conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report
on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 2, 2021, and the
full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.