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 September 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 November 14, 2022, there were 3,232,841 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 SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
PART 1 – INTERIM FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Financial Statements	3

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

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

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

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 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	27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Control and Procedures	31

PART II – OTHER INFORMATION		33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

SIGNATURES		35

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

TAILWIND ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	384,522	$	479,694
Prepaid expenses		99,687		—
Prepaid taxes		15,400		111,667
Total Current Assets		499,609		591,361

Cash held in Trust Account		33,034,062		334,441,194
TOTAL ASSETS	$	33,533,671	$	335,032,555

LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	4,639,823	$	3,867,106
Accrued offering costs		—		109,000
Income taxes payable		279,345		—
Total Current Liabilities		4,919,168		3,976,106

Convertible note - related party		600,000		—
Warrant liabilities		2,112,863		13,733,608
Deferred underwriting fee payable		11,697,550		11,697,550
TOTAL LIABILITIES		19,329,581		29,407,264

Commitments and Contingencies

Class A common stock subject to possible redemption, 3,232,841 shares at $10.21 and 33,421,570 shares at $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		32,892,685		334,215,700

Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 3,232,841 and 33,421,570 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021, respectively		—		—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; and 8,355,393 shares issued and outstanding as of September 30, 2022 and December 31, 2021		836		836
Accumulated deficit		(18,689,431)		(28,591,245)
Total Stockholders’ Deficit		(18,688,595)		(28,590,409)
TOTAL LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	33,533,671	$	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				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Formation and operational costs	$	749,880	$	386,940	$	1,462,117	$	4,694,296
Loss from operations		(749,880)		(386,940)		(1,462,117)		(4,694,296)

Other income:
Interest earned on marketable securities held in Trust Account		822,997		18,214		1,573,401		82,072
Change in fair value of warrant liabilities		528,216		20,336,305		11,620,745		21,656,844
Total other income, net		1,351,213		20,354,519		13,194,146		21,738,916

Income before provision for income taxes		601,333		19,967,579		11,732,029		17,044,620
Provision for income taxes		(162,329)		—		(279,345)		—
Net income	$	439,004	$	19,967,579	$	11,452,684	$	17,044,620

Basic and diluted weighted average shares outstanding, redeemable Class A common stock		26,530,664		33,421,570		31,099,360		33,421,570

Basic and diluted net income per share, redeemable Class A common stock	$	0.01	$	0.48	$	0.29	$	0.41

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 per share, non-redeemable Class B common stock	$	0.01	$	0.48	$	0.29	$	0.41

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 NINE MONTHS ENDED SEPTEMBER 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	—		—

SEC Form 10-Q filed by Tailwind Acquisition Corp.