UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39489

TAILWIND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-1288435

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1545 Courtney Ave
Los Angeles, CA 90046

(Address of principal executive offices, including zip code)

(646) 432-0610

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 share of Class A Common Stock, $0.0001 par value, and one half of one redeemable warrant	TWND.U	New York Stock Exchange
Class A Common Stock included as part of the units	TWND	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	TWND WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of May 16, 2022, there were 33,421,570 shares of Class A common stock and 8,355,393 shares of Class B common stock, $0.0001 par value, issued and outstanding.

		Page
PART 1 – FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Control and Procedures	25

PART II – OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES		29


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	325,463	$	479,694
Prepaid expenses		65,625		111,667
Total Current Assets		391,088		591,361

Cash and marketable securities held in Trust Account		334,615,298		334,441,194
TOTAL ASSETS	$	335,006,386	$	335,032,555

LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	3,916,751	$	3,867,106
Accrued offering costs		109,000		109,000
Income taxes payable		6,493		—
Total Current Liabilities		4,032,244		3,976,106

Warrant liabilities		4,489,833		13,733,608
Deferred underwriting fee payable		11,697,550		11,697,550
TOTAL LIABILITIES		20,219,627		29,407,264

Commitments and Contingencies

Class A common stock subject to possible redemption, 33,421,570 shares at $10.00 per share as of March 31, 2022 and December 31, 2021		334,215,700		334,215,700

Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; and 8,355,393 shares issued and outstanding as of March 31, 2022 and December 31, 2021		836		836
Accumulated deficit		(19,429,777)		(28,591,245)
Total Stockholders’ Deficit		(19,428,941)		(28,590,409)
TOTAL LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	335,006,386	$	335,032,555


	Three Months Ended
	March 31,
	2022		2021
Formation and operational costs	$	249,918	$	2,803,713
Loss from operations		(249,918)		(2,803,713)

Other income:
Interest earned on marketable securities held in Trust Account		174,104		50,175
Change in fair value of warrant liabilities		9,243,775		10,036,098
Total other income		9,417,879		10,086,273

Income before provision for income taxes		9,167,961		7,282,560
Provision for income taxes		(6,493)		—
Net income	$	9,161,468	$	7,282,560

Weighted average shares outstanding of Class A common stock		33,421,570		33,421,570

Basic and diluted net income per share, Class A common stock	$	0.22	$	0.17

Weighted average shares outstanding of Class B common stock		8,355,393		8,355,393

Basic and diluted net income per share, Class B common stock	$	0.22	$	0.17


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	—	$	—	8,355,393	$	836	$	—	$	(28,591,245)	$	(28,590,409)

Net income	—		—	—		—		—		9,161,468		9,161,468
Balance — March 31, 2022	—	$	—	8,355,393	$	836	$	—	$	(19,429,777)	$	(19,428,941)


Gross proceeds	$	334,215,700
Less:
Proceeds allocated to Public Warrants		(12,700,197)
Common stocks issuance costs		(18,132,174)
Plus:
Accretion of carrying value to redemption value		30,832,371
Class A Common stocks subject to possible redemption	$	334,215,700


				Gross
		Amortized		Holding
	Held-To-Maturity	Cost		Gain		Fair Value
March 31, 2022	Treasury Preferred Fund (Matures on May 16, 2022)	$	334,613,218	$	65,302	$	334,678,520

December 31, 2021	Treasury Preferred Fund (Matured on February 17, 2022)	$	334,439,154	$	6,468	$	334,445,622


		March 31,		December 31,
	Level	2022		2021
Assets:
Cash and marketable securities held in Trust Account	1	$	334,615,298	$	334,441,194

Liabilities:
Warrant Liability – Public Warrants	1	$	2,840,833	$	8,689,608
Warrant Liability – Private Placement Warrants	2	$	1,649,000	$	5,044,000

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Date: May 16, 2022	TAILWIND ACQUISITION CORP.

	By:	/s/ Chris Hollod
	Name:	Chris Hollod
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Matt Eby
	Name:	Matt Eby
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Tailwind Acquisition Corp.