Tailwind Acquisition Corp.

Nothing a stockholder votes on changed, and the proxy statement/prospectus is not in this document, so a reader looking here for the Nuburu terms will not find them. The exhibit index does show the combined company's constitutional documents are still in draft form: a Form of Amended and Restated Certificate of Incorporation of New Nuburu and a Form of Certificate of Designations of New Nuburu are attached as annexes, the latter indicating a class of preferred stock whose terms are fixed by designation rather than in the charter.

The preferred stock is a bonus for staying: only Tailwind public stockholders who do NOT redeem receive the up-to-3,232,841 Series A preferred shares, one per common share held. Even so the public ends at about 8.9% of New Nuburu common stock, against Nuburu stockholders at about 86.4%, the Sponsor at about 4.1% and Lincoln Park at about 0.6%. Redemption was approximately $10.22 per share on the trust balance at November 29, 2022, and Tailwind must complete a business combination by March 9, 2023 or dissolve; it also cannot close if redemptions leave under $5,000,001 of net tangible assets.

Holders of Nuburu preferred take the better of the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio, and every Nuburu convertible promissory note is cancelled into Nuburu common stock immediately before the effective time. This amendment does not state the resulting share count: the sentence estimating shares to be issued leaves both the assumed closing date and the number blank. Tailwind's board also intends to declare a Series A preferred issuance to holders of record on the closing date, which the Sponsor has waived in part for no consideration.

The share count is not in this amendment. The sentence that would carry it reads that, assuming the Business Combination occurred on a blank date in 2023, Tailwind estimates approximately a blank number of shares will be issued — both placeholders are unfilled as printed, so no issuance figure can be taken from this filing. Consideration uses a Common Stock Exchange Ratio, except that a holder of Nuburu preferred stock takes the Preferred Stock Exchange Ratio where it gives more, and Nuburu's convertible promissory notes convert to common stock immediately before the effective time.

Two numbers a holder needs are not yet here. The preferred-share bonus for not redeeming is left blank in this version and becomes up to 3,232,841 shares at Amendment No. 3, and the redemption estimate is 'approximately $10.00 per share' against $10.22 in that later version. What is fixed already: Tailwind must complete a business combination by March 9, 2023 or dissolve, it cannot close if redemptions leave less than $5,000,001 of net tangible assets, and the Sponsor is funding it through a promissory note of up to $750,000 issued on September 9, 2022. Public stockholders end at about 8.9%.

The estimate is split and both halves are approximate on the face of the table: approximately 84,000,000 shares in respect of QOMPLX shares outstanding immediately before the business combination and approximately 1,500,000 in respect of certain outstanding vested options — only vested ones, so unvested options sit outside the registered count altogether. The $10.18 price is taken from March 19, 2021, months before this amendment, and serves only to compute a fee that has already been paid.

Only vested options are counted: the 1,500,000-share line covers certain outstanding vested options to purchase QOMPLX capital stock, so unvested awards sit outside the registered ceiling and anything that vests and settles in stock would be additional to it. The $10.18 is the average of the high and low sales prices of Tailwind Class A common stock on March 19, 2021, nearly three months before this amendment, so the aggregate offering price is a fee calculation on a stale price rather than a current valuation.

The registered count is built from two approximations rather than exact figures: approximately 84,000,000 shares issuable on consummation in respect of QOMPLX shares outstanding immediately prior to the business combination, and approximately 1,500,000 shares in respect of certain outstanding vested options to purchase QOMPLX capital stock — the second component is expressly limited to vested options. The 85,500,000 total is the ceiling on what a Tailwind public holder is diluted by, and the $10.18 is a market average used only for the fee.

The implied QOMPLX equity value of $850,000,000 is not a fixed figure: it is increased by the aggregate exercise price of vested options and reduced by the accrued and unpaid interest on the Notes issued under the Bridge Financing Agreement, so bridge debt drawn between signing and closing reduces what QOMPLX's holders receive. The transaction also contemplates QOMPLX consummating two acquisitions of its own — Sentar, Inc. and substantially all the assets of RPC Tyche LLP — so a Tailwind holder is voting on a target that is still being assembled.

The exchange is set by an implied QOMPLX equity value of $850,000,000, which is then increased by the aggregate exercise price of vested options and reduced by accrued and unpaid interest under the Notes issued pursuant to the Bridge Financing Agreement — so bridge interest accruing before closing comes straight out of the target holders' share count. The transaction also carries two acquisitions QOMPLX is expected to complete alongside it, of Sentar, Inc. and of substantially all the assets of RPC Tyche LLP, so a Tailwind holder is voting on three businesses rather than one.