Item 5.07
Submission of Matters to a Vote of Security Holders.
On
September 7, 2022, Tailwind held the Extension Meeting to approve the Extension Amendment Proposal and the Adjournment Proposal, each
as more fully described in the Proxy Statement. As there were sufficient votes to approve the Extension Amendment Proposal,
the Adjournment Proposal was not presented to stockholders.
Holders
of 32,375,626 shares of common stock of Tailwind held of record as of August 12, 2022, the record date for the Extension Meeting,
were present in person or by proxy at the meeting, representing approximately 77.496% of the voting power of Tailwind’s common
stock as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The
voting results for the Extension Amendment Proposal were as follows:
The
Extension Amendment Proposal
| For | | |
Against | | |
Abstain | |
| 29,473,785 | | |
| 2,900,983 | | |
| 858 | |
In
connection with the vote to approve the Charter Amendment, the holders of 30,188,729
shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.0327 per share, for an aggregate redemption amount of approximately $302,873,885.
Caution
Regarding Forward Looking Statements
This disclosure
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 disclosure, including statements as to future results of operations and financial
position, revenue and other metrics planned products and services, business strategy and plans, objectives of management for future
operations of Nuburu Inc., a Delaware corporation (“NUBURU”), market size and growth opportunities, competitive
position and technological and market trends, 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 Tailwind and its management, and 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, Tailwind, 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 Tailwind 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 NYSE’s listing standards 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 Fund, LLC; (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 Tailwind’s securities; (13) the risk that the transaction may not be completed by
Tailwind’s business combination deadline and the potential failure to obtain an extension of the business combination deadline
if sought by Tailwind; (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 Tailwind’s Form S-1 (File No. 333-248113), its most recent Quarterly Report on Form 10-Q and registration
statement on Form S-4 that Tailwind intends to file with the SEC, which will include a document that serves as a prospectus and
proxy statement of Tailwind, referred to as a proxy statement/prospectus and other documents filed by Tailwind 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 disclosure 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 Tailwind nor NUBURU gives any assurance that either Tailwind or NUBURU or the
combined company will achieve its expected results. Neither Tailwind nor NUBURU undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
Additional
Information
This disclosure relates to a proposed business
combination transaction between Tailwind and NUBURU. Tailwind intends to file a registration statement on Form S-4 with the SEC, which
will include a document that serves as a prospectus and proxy statement of Tailwind (the “Business Combination Proxy Statement”).
The Business Combination Proxy Statement will be sent to all Tailwind stockholders. Tailwind also will file other documents regarding
the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Tailwind 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 Tailwind through the website maintained by the SEC at www.sec.gov.
The documents filed by Tailwind 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 DISCLOSURE, 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 DISCLOSURE. ANY REPRESENTATION TO THE CONTRARY
CONSTITUTES A CRIMINAL OFFENSE.
Participants
in the Solicitation
Tailwind and NUBURU and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from Tailwind’s stockholders in connection
with the proposed transactions. Tailwind’s stockholders and other interested persons may obtain, without charge, more detailed information
regarding the directors and executive officers of Tailwind listed in Tailwind’s Business Combination Proxy Statement, which is expected
to be filed by Tailwind 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 Tailwind’s stockholders in connection with the proposed business
combination will be set forth in the Business Combination Proxy Statement for the proposed business combination, which is expected to
be filed by Tailwind with the SEC in connection with the business combination.
No Offer or Solicitation
This disclosure 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.
