Current Report Filing (8-k)
June 01 2021 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2021
Tailwind International Acquisition Corp.
(Exact name of
registrant as specified in its charter)
Cayman Islands
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001-40085
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98-1211987
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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150 Greenwich Street, 29th Floor, New York, NY
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10006
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(Address of principal executive offices)
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(Zip Code)
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(212) 266-0085
Registrant’s telephone number, including area code
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions
(see General Instruction A.2.):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 25, 2021, Tailwind
International Acquisition Corp. (the “Company”) received a notice (the “Notice”) from the New York
Stock Exchange (the “NYSE”) indicating that it is not in compliance with NYSE continued listing requirements under
the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file
the Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
As previously disclosed by
the Company in its Form 12b-25 filed with the Securities and Exchange Commission (“SEC”) on May 17, 2021, on April
12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”), which
clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the effective
date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting
treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in
the preparation of financial statements. This, in turn, has resulted in the Company’s delay in preparing and finalizing its
financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline.
Under the NYSE’s rules,
the Company has six months following receipt of the Notice to file the Form 10-Q with the SEC and can regain compliance with the NYSE
listing standards before that deadline. As required by the NYSE rules, on May 31, 2021, the Company issued a press release regarding the
matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TAILWIND INTERNATIONAL ACQUISITION
CORP.
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Date: June 1, 2021
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By:
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/s/ Constantin Eis
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Name:
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Constantin Eis
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Title:
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Chief Financial Officer
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