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 June 30, 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 August 15, 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.

Table of Contents

TAILWIND ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	3

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 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	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Control and Procedures	27

PART II – OTHER INFORMATION		29

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

SIGNATURES		31

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

TAILWIND ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current Assets
Cash	$	213,663	$	479,694
Prepaid expenses		32,083		111,667
Total Current Assets		245,746		591,361

Cash and marketable securities held in Trust Account		335,191,598		334,441,194
TOTAL ASSETS	$	335,437,344	$	335,032,555

LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	4,233,728	$	3,867,106
Accrued offering costs		109,000		109,000
Income taxes payable		117,016		—
Total Current Liabilities		4,459,744		3,976,106

Warrant liabilities		2,641,079		13,733,608
Deferred underwriting fee payable		11,697,550		11,697,550
TOTAL LIABILITIES		18,798,373		29,407,264

Commitments and Contingencies

Class A common stock subject to possible redemption, 33,421,570 shares at $10.01 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively		334,655,903		334,215,700

Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 33,421,570 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; and 8,355,393 shares issued and outstanding as of June 30, 2022 and December 31, 2021		836		836
Accumulated deficit		(18,017,768)		(28,591,245)
Total Stockholders’ Deficit		(18,016,932)		(28,590,409)
TOTAL LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	335,437,344	$	335,032,555

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

TAILWIND ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operational costs	$	462,319	$	1,503,643	$	712,237	$	4,307,356
Loss from operations		(462,319)		(1,503,643)		(712,237)		(4,307,356)

Other income (expense):
Interest earned on marketable securities held in Trust Account		576,300		13,683		750,404		63,858
Change in fair value of warrant liabilities		1,848,754		(8,715,559)		11,092,529		1,320,539
Total other income (expense), net		2,425,054		(8,701,876)		11,842,933		1,384,397

Income (Loss) before income taxes		1,962,735		(10,205,519)		11,130,696		(2,922,959)
Provision for income taxes		(110,523)		—		(117,016)		—
Net income (loss)	$	1,852,212	$	(10,205,519)	$	11,013,680	$	(2,922,959)

Basic and diluted weighted average shares outstanding, redeemable Class A common stock		33,421,570		33,421,570		33,421,570		33,421,570

Basic and diluted net income (loss) per share, redeemable Class A common stock	$	0.04	$	(0.24)	$	0.26	$	(0.07)

Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock		8,355,393		8,355,393		8,355,393		8,355,393

Basic and diluted net income (loss) per share, non-redeemable Class B common stock	$	0.04	$	(0.24)	$	0.26	$	(0.07)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

TAILWIND ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	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)

Accretion to common stock subject to redemption amount	—		—	—		—		—		(440,203)		(440,203)

Net income	—		—	—		—		—		1,852,212		1,852,212

Balance — June 30, 2022	—	$	—	8,355,393	$	836	$	—	$	(18,017,768)	$	(18,016,932)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2020	—	$	—	8,355,393	$	836	$	—	$	(46,380,733)	$	(46,379,897)

Net income	—		—	—		—		—		7,282,560		7,282,560

Balance — March 31, 2021	—		—	8,355,393		836		—		(39,098,173)		(39,097,337)

Net loss	—		—	—		—		—		(10,205,519)		(10,205,519)

Balance — June 30, 2021	—	$	—	8,355,393	$	836	$	—	$	(49,303,692)	$	(49,302,856)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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TAILWIND ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended
	June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	11,013,680	$	(2,922,959)
Adjustments to reconcile net income to net cash provided by operating activities:
Interest earned on marketable securities held in Trust Account		(750,404)		(63,858)
Change in fair value of warrant liabilities		(11,092,529)		(1,320,539)
Changes in operating assets and liabilities:
Prepaid expenses		79,584		90,235
Accounts payable and accrued expenses		366,622		3,456,238
Income tax payable		117,016		—
Net cash used in operating activities		(266,031)		(760,883)

Cash Flows from Financing Activities:
Payment of offering costs		—		(17,000)
Net cash used in financing activities		—		(17,000)

Net Change in Cash		(266,031)		(777,883)
Cash – Beginning		479,694		2,245,798
Cash – Ending	$	213,663	$	1,467,915

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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TAILWIND ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Tailwind Acquisition Corp. (the “Company”) was incorporated in Delaware on May 29, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has one subsidiary, Compass Merger Sub Inc., a direct, wholly owned subsidiary of the Company incorporated in Delaware on February 17, 2021 (“Merger Sub”) (see Note 6).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from May 29, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, in particular, activities in connection with the potential acquisition of Nuburu (see Note 10). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the marketable securities held in the Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 33,421,570 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,421,570 Units, at $10.00 per Unit, generating gross proceeds of $334,215,700, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,700,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Tailwind Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,700,000, which is described in Note 4.

Transaction costs amounted to $18,847,894, consisting of $6,684,314 in cash underwriting fees, $

SEC Form 10-Q filed by Tailwind Acquisition Corp.