- Successful issuance of over $5 million in convertible
promissory notes to provide immediate capital to invest in the
business
- Tailwind Acquisition Corp. completes diligence in connection
with proposed business combination leaving no remaining
diligence-related milestones and announces incremental
contribution to its trust account in connection with its upcoming
extension vote
- Tailwind Acquisition Corp. releases two sets of
Explanatory FAQs related to the innovative preferred
share structure in the proposed business combination and
NUBURU’s convertible note financing
- Cohen & Company Capital Markets hired as an advisor
to Tailwind
NUBURU®, an industry leader in innovative blue lasers for
welding applications and 3D printing, announced today the
successful issuance of over $5 million of convertible promissory
notes (“Company Notes”) as well as the completion of several
significant milestones related to NUBURU’s recently announced
business combination with Tailwind Acquisition Corp. (“TWND”)
(NYSE: “TWND,” “TWND.U” and “TWND WS”).
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The Company Notes provide immediate funding, which NUBURU
intends to use to maintain its investment in its next-generation AI
product line and to pursue new technology development. Steps taken
to build on the positive momentum of the proposed business
combination transaction with TWND include adding a key capital
markets advisor and completing significant diligence processes.
“We are excited to formally announce that Tailwind has completed
its diligence, which was the final diligence-related milestone that
could have triggered termination of the business combination,” said
Dr. Mark Zediker, CEO, Co-Founder and President, NUBURU. “As a
result, we’ve removed a potential gating item to our merger and
eliminated key conditionality relating to the business
combination.”
“In light of this successful financing, the previously announced
funding agreement for up to $100 million, and the absence of a
minimum cash condition in our transaction, we remain excited about
the opportunity this deal provides to both sets of stockholders,”
said Chris Hollod, Chief Executive Officer and Director of TWND.
“We are continuing our positive momentum towards closing this deal
in Q1 of 2023.”
Company Notes
The Company Notes will convert into shares of NUBURU common
stock immediately prior to, and subject to the occurrence of, the
closing of the business combination, which common stock will
convert into common stock of the combined company at the closing of
the business combination. As holders of common stock of the
combined company, the former holders of Company Notes would also be
eligible to receive shares of Series A preferred stock of the
combined company on the same terms as the TWND public stockholders.
The conversion price is subject to an initial valuation cap of $350
million for Nuburu as a private company. Additional details on the
terms of the Company Notes are available in the recently published
FAQs regarding NUBURU’s go-public transaction with TWND and are
available at SEC.gov, with Questions 22 and 23 specifically
addressing the Company Notes.
Key Milestones
- TWND completed its diligence, which was the final
diligence-related milestone that could have triggered termination
of the business combination, removing key conditionality relating
to the business combination. The proposed business combination is
expected to close in Q1 2023, subject to stockholder approval and
other customary closing conditions.
- If the upcoming extension proposal is approved by TWND’s
stockholders at TWND’s September 7th extension vote meeting, TWND’s
sponsor (or one or more of its affiliates, members or third-party
designees) has agreed to provide an incremental contribution to its
trust account. For the initial four-month extension ending on
January 9, 2023, TWND will contribute the lesser of $500,000 and
$0.25 per share of common stock not redeemed in connection with the
extension. For each of the two subsequent one-month extensions
required to close the business combination, TWND will contribute
the lesser of $50,000 and $0.025 per share of common stock not
redeemed in connection with the extension.
- Based on the combined anticipated financing sources including
TWND’s cash in trust (following redemptions), the preferred share
structure designed to incentivize non-redemptions and the Lincoln
Park Capital funding agreement for up to an aggregate of $100
million, subject to the closing of the transaction and other
conditions set forth in the purchase agreement entered into between
TWND, NUBURU and Lincoln Park Capital, the proposed transaction has
no minimum cash requirement for closing.
- Cohen & Company Capital Markets, a division of J.V.B.
Financial Group has joined Loop Capital Markets LLC and Tigress
Financial Partners LLC as capital markets advisors to NUBURU and
TWND. Morrison & Foerster LLP is serving as legal counsel to
all three capital markets advisors.
FAQs
After announcing the go-public transaction with NUBURU, TWND
released an initial “Twenty Questions” and additional “FAQs” that
address many of the commonly-asked questions about TWND’s
innovative preferred share structure and the Company Notes. As
outlined in the FAQs, each non-redeeming shareholder of TWND at the
closing of the proposed business combination will receive one (1)
preferred share in addition to retaining the one (1) non-redeemed
common share. Both sets of FAQs are available on NUBURU’s website
and for download and on SEC.gov.
About NUBURU
Founded in 2015, NUBURU® is leading the transformation to a
world of high-speed, high-quality metal machining and processing.
NUBURU’s ground-breaking blue laser technology has defined a new
class of high-power, high-brightness blue lasers, starting with the
standard AO™ laser and the extreme-brightness AI™ laser, which each
enable radical gains in speed and quality for metal processing. For
more information, visit the company’s website at
www.nuburu.net.
About TWND
TWND is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. TWND seeks to capitalize on the decades of
combined investment experience of its management team, board of
directors and Advisors who are both technology entrepreneurs as
well as technology-oriented investors with a shared vision of
identifying and investing in technology companies. The Company is
led by Chairman Philip Krim, Chief Executive Officer Chris Hollod
and Chief Financial Officer Matt Eby. In addition to the members of
its management team and board of directors, TWND has assembled an
Advisory Board that helps position the Company as the value-add
partner of choice for today’s leading entrepreneurs.
Caution Regarding Forward-Looking Statements
This press release 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 press release,
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 TWND 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, 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 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; (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 that TWND
intends to file with the SEC, which will include a document that
serves 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 press release 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.
Important Information and Where to Find It
On August 18, 2022, TWND filed a definitive proxy statement (the
“Extension Proxy Statement”) for a special meeting of the
stockholders to be held to approve an extension of time for TWND to
complete an initial business combination through March 9, 2023 (the
“Extension Proposal”). The Definitive Extension Proxy Statement was
sent to TWND’s stockholders of record as of the record date set
therein. Stockholders may also obtain a copy of the Definitive
Extension Proxy Statement at the SEC’s website (www.sec.gov).
Additional Information
This press release relates to a proposed transaction between
Tailwind Acquisition Corp. (“TWND”) and NUBURU, Inc. (“NUBURU”).
TWND intends to file a registration statement on Form S-4 with the
Securities and Exchange Commission (the “SEC”), which will include
a document that serves 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 Extension Proxy Statement,
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 PRESS
RELEASE, 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 PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Learn more at https://twnd.tailwindacquisition.com/.
Participants in the 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.
No Offer or Solicitation
This press release 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220829005253/en/
Media Contact: Brian Knaley ir@nuburu.net
Investor Relations Contacts: Mark Roberts
mark@blueshirtgroup.com Michael Anderson
michael@blueshirtgroup.com
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