Current Report Filing (8-k)
June 30 2022 - 5:02PM
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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):
June 25, 2022
Tailwind
International Acquisition Corp.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-40085 |
|
98-1211987 |
(State
or other jurisdiction of incorporation
or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
150 Greenwich
Street, 29th Floor
New York,
New York |
|
10006 |
(Address
of principal
executive offices) |
|
(Zip
Code) |
(212) 266-0085
Registrant’s telephone
number, including area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
¨ | 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)) |
Securities registered pursuant to
Section 12(b) of the Act:
Title of Each
Class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant |
|
TWNI.U |
|
New York Stock Exchange |
Class A Ordinary Shares included as part of the units |
|
TWNI |
|
New York Stock Exchange |
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
TWNI WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company x
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2022, Pierre
Denis voluntarily resigned, effective as of June 30, 2022, as the Chief Executive Officer and Director of Tailwind International Acquisition
Corp. (the “Company”). Mr. Denis resigned in order to pursue other opportunities and not due to any disagreement with the
Company on any matter relating to its operations, policies or practices. Also, on June 30, 2022, the Board of Directors of the Company
appointed Philip Krim as Chief Executive Officer.
Philip Krim has served
as Casper Sleep Inc.’s (NYSE: CSPR) Chief Executive Officer and as a member of its board of directors since October 2013. Since
founding the Company in 2013, Mr. Krim has led Casper (NYSE: CSPR) through tremendous growth, growing revenue from $15 million
in 2014 to $497 million in 2020 (approximately 79% CAGR), and successfully took the company public in February 2020. Mr. Krim
brought an innovative data-driven approach to marketing at Casper which enabled exponential growth and a competitive advantage. He is
responsible for leading Casper’s expansion into adjacent sleep related product areas and increasing the retail store footprint to
over 50+ stores across the US. He also serves as Chairman of Tailwind Acquisition Corp. (NYSE: TWND), a special purpose acquisition company
which raised $334.2 million in aggregate capital in its initial public offering in September 2020. From March 2021 until March
2022, Mr. Krim served as Chairman of Tailwind Two Acquisition Corp. prior to its business combination with Terran Orbital Corporation.
Prior to that, Mr. Krim was the Chief Executive Officer of Vocalize Mobile, a mobile search advertising platform for small businesses,
from January 2010 until July 2013, and the Chief Executive Officer of The Merrick Group from January 2003 until December 2009.
Since 2016, Mr. Krim has also served on the Emerging Leadership Council of the 92nd Street Y. He also serves as a director of the
Travis Manion Foundation and as a member of the Leadership Council of the Robin Hood Foundation since 2019. Mr. Krim received a B.B.A.
in Marketing from Red McCombs School of Business at the University of Texas at Austin.
There is no family relationship
between Mr. Krim and any director or executive officer of the Company. In connection with his appointment, Mr. Krim is expected to
enter into the Company’s standard form of indemnity agreement for directors and officers and a joinder to the letter agreement,
dated February 18, 2021, by and among the Company, Tailwind International Sponsor LLC (the “Sponsor”) and each of the Company’s
officers and directors; in addition, Mr. Krim controls the Sponsor, which is party to the following additional agreements:
| · | a Private Placement Warrants Purchase Agreement, dated February 18, 2021, between the Company and the
Sponsor; |
| · | a Registration and Shareholder Rights Agreement, dated February 23, 2021, between the Company and the
Sponsor; and |
| · | an Administrative Services Agreement, dated February 23, 2021, between the Company and the Sponsor. |
A description of each
of the foregoing agreements can be found in the Company’s Current Report on Form 8-K, filed on February 24, 2021.
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.
Date: June 30, 2022 |
TAILWIND INTERNATIONAL ACQUISITION CORP. |
|
|
By: |
/s/ Constantin Eis |
|
Name: Constantin Eis |
|
Title: Chief Financial Officer |
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