Item 8.01. Other Events
This Current Report on
Form 8-K, or this report, provides (i) notice of the issuance by Nuburu, Inc., a Delaware corporation (“Nuburu”),
of a convertible promissory note (the “New Company Note”), and (ii) the announcement of the final exchange ratios
in connection with the previously disclosed Business Combination Agreement by and among Tailwind Acquisition Corp., a Delaware corporation
(“Tailwind”), Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind (“Merger
Sub”), and Nuburu, dated as of August 5, 2022 and filed as Exhibit 2.1 to Tailwind’s Current Report on Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2022 (the “Business Combination
Agreement”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings
given to them in the proxy statement/prospectus, dated December 12, 2022, that was filed by Tailwind with the SEC and distributed
to its stockholders (the “Proxy Statement”).
Additional Company Note
On December 14,
2022, Nuburu issued the New Company Note to NPIC Limited, an affiliate of Polar Asset Management
Partners Inc., in the amount of $2.0 million. As previously disclosed in the Proxy Statement, the issuance of the New Company Note
by Nuburu (and any other Company Notes in an aggregate amount not to exceed $50.0 million in the aggregate) is permitted under the terms
of the Business Combination Agreement. As set forth in the Business Combination Agreement and as previously disclosed in the Proxy Statement,
the New Company Note will be (together with all other Company Notes) canceled and converted into shares of Nuburu Common Stock
in accordance with the terms of such Company Note as of immediately prior to the Effective Time, which shares shall then be outstanding
as of immediately prior to the Effective Time and subsequently converted into New Nuburu Common Stock (and with such shares being entitled
to participate in the Preferred Stock Issuance).
Final Exchange Ratios
Tailwind and Nuburu have
determined the Preferred Stock Exchange Ratios and Common Stock Exchange Ratio as of the anticipated date for Closing in accordance with
the terms of the Business Combination Agreement.
As of the anticipated
date for Closing, we currently estimate that the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratios will be as follows.
| Nuburu Class / Series | |
Exchange Ratio | |
| Nuburu Common Stock | |
| 0.525 | |
| Nuburu Series A Preferred Stock | |
| 0.577 | |
| Nuburu Series A-1 Preferred Stock | |
| 0.610 | |
| Nuburu Series B Preferred Stock | |
| 0.847 | |
| Nuburu Series B-1 Preferred Stock | |
| 0.525 | |
| Nuburu Series C Preferred Stock | |
| 1.032 | |
Pursuant to the terms of the Business Combination Agreement, the final exchange ratios may differ from the foregoing, including if the
Closing Date is more than 15 business days after the anticipated date for Closing.
Important Information and Where to Find
It
In connection with the
Business Combination, Tailwind filed the Business Combination Proxy Statement, which is being 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 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.
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 the Business Combination Proxy
Statement. 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.
No Offer or Solicitation
This 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.
Forward-Looking Statements
This 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, and Section 21E of the Exchange Act including certain financial forecasts and projections.
All statements other than statements of historical fact contained in this report, 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, 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; (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 inability to meet the listing standards of
the 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 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 a further 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), Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2022, the Business Combination Proxy Statement 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 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
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.
