As filed with the Securities and Exchange Commission on November 7, 2022

No. 333-267403​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to

FORM S-4​

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TAILWIND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

1545 Courtney Avenue
Los Angeles, CA
Telephone: (646) 432-0610

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Chris Hollod
Chief Executive Officer
1545 Courtney Avenue
Los Angeles, CA 90046
Telephone: (646) 432-0610

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information In this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission Is effective. The proxy statement/prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any Jurisdiction where the offer and sale Is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2022

Tailwind Acquisition Corp.

Dear Stockholder:

On August 5, 2022, Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nuburu, Inc., a Delaware corporation (“Nuburu”), a copy of which is attached to this proxy statement/prospectus as Annex A.

The Business Combination Agreement provides for, among other things, the following transactions: (i) Nuburu will change its name to “Nuburu Subsidiary, Inc.”; (ii) the certificate of incorporation of Tailwind will be amended and restated; and (iii) Merger Sub will merge with and into Nuburu, with Nuburu as the surviving company in the Business Combination, and after giving effect to such merger, continuing as a wholly owned subsidiary of New Nuburu (as defined below) (the “Merger”). In addition, in connection with the transactions contemplated by the Business Combination Agreement, Tailwind is expected to change its name to “Nuburu, Inc.” ​(“New Nuburu”) (such transactions, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

At the effective time of the Business Combination (the “Effective Time”), in accordance with the terms and subject to the conditions of the Business Combination Agreement, outstanding shares of Nuburu capital stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law (“DGCL”) are properly exercised and not withdrawn) will be exchanged for shares of common stock, par value $0.0001 per share, of New Nuburu (the “New Nuburu Common Stock”), outstanding options to purchase shares of Nuburu, whether vested or unvested, will be exchanged for comparable options to purchase New Nuburu Common Stock and outstanding restricted stock units of Nuburu will be converted into restricted stock units of New Nuburu, in each case, based on the Common Stock Exchange Ratio (as defined herein) or, with respect to any share of preferred stock of Nuburu for which the Preferred Stock Exchange Ratio (as defined herein) would provide for greater consideration, the applicable Preferred Stock Exchange Ratio with respect to such share. Additionally, immediately prior to the Effective Time, each outstanding convertible promissory note issued by Nuburu (each, a “Company Note”) will be cancelled and converted into shares of Nuburu common stock and, accordingly, at the Effective Time, shall be cancelled and converted into New Nuburu Common Stock in accordance with the foregoing.

Taking these adjustments into account and assuming that the Business Combination were to occur on            , 2023, Tailwind estimates that approximately             shares of New Nuburu Common Stock will be issued to the holders of shares of common stock and preferred stock of Nuburu that are outstanding immediately prior to the Business Combination in exchange for such shares. Additionally, prior to the Effective Time, Tailwind’s Board of Directors intends to declare an issuance in the form of shares of Series A preferred stock (the “Preferred Stock Issuance”), par value $0.0001 per share (“New Nuburu Series A Preferred Stock”), to the holders of record of New Nuburu Common Stock as of the close of business on the closing date of the Business Combination (the “Closing Date”) (other than (a) stockholders of Nuburu who have waived such stockholders’ entire right, title and interest in, to or under, any participation in the Preferred Stock Issuance (which, for clarity, shall exclude such waiver with respect to shares of New Nuburu Common Stock to be received as a result of the conversion of any Company Note) and (b) Tailwind Sponsor LLC, a Delaware limited liability company (the “Sponsor”), who has waived, for no consideration, its right, title and interest in, to or under, a portion of the Preferred Stock Issuance, as further described in the Sponsor Support and Forfeiture Agreement, dated August 5, 2022, by and between the Sponsor and Tailwind (the “Sponsor Support Agreement”)), with one share of New Nuburu Series A Preferred Stock to be issued in respect of each such share of New Nuburu Common Stock. For clarity, any stockholder of Tailwind that has elected to redeem their Tailwind Shares (as defined herein) in connection with the Business Combination shall not participate in the Preferred Stock Issuance with respect to the shares it has so redeemed, as such holder will not be a record holder of New Nuburu Common Stock with respect to such shares as of the close of business on the Closing Date.

This proxy statement/prospectus covers             shares of New Nuburu Common Stock (including shares issuable upon exercise of vested options to purchase shares of Nuburu and shares issuable upon the settlement of restricted stock units). The number of shares of New Nuburu Common Stock that this proxy

statement/prospectus covers represents the estimated maximum number of shares of New Nuburu Common Stock that may be issued to holders of shares, vested options and restricted stock units of Nuburu in connection with the Business Combination (as more fully described in this proxy statement/prospectus).

Concurrently with the execution of the Business Combination Agreement, Tailwind entered into a Purchase Agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) to establish a committed funding agreement. Pursuant to the terms of the Lincoln Park Purchase Agreement, following consummation of the Business Combination and upon satisfaction of the conditions set forth in the Lincoln Park Purchase Agreement, including the effectiveness of a registration statement covering the resale of any shares of New Nuburu Common Stock issued to Lincoln Park under the Lincoln Park Purchase Agreement, New Nuburu has the right, but not the obligation, to direct Lincoln Park to purchase certain amounts of New Nuburu Common Stock up to an aggregate of $100 million over the term of the Lincoln Park Purchase Agreement.

Subject to the assumptions set forth under “Basis of Presentation and Glossary” in this proxy statement/​prospectus, the total number of shares of New Nuburu Common Stock expected to be issued in the Business Combination to stockholders of Nuburu, as of the date of this proxy statement/prospectus, would be approximately 31,230,798 and stockholders of Nuburu who are stockholders, warrant holders and holders of Company Notes immediately prior to the closing of the Business Combination (the “Closing”) would hold, in the aggregate, approximately 86.4% of the issued and outstanding shares of New Nuburu Common Stock immediately following the Closing, assuming no shares of Class A common stock, par value $0.0001 per share, of Tailwind (“Class A Common Stock”) are redeemed.

Tailwind’s units, Class A Common Stock and public warrants are publicly traded on the NYSE American LLC (the “NYSE American”) under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively. Following the Closing, New Nuburu (formerly Tailwind) intends to continue to have its New Nuburu Common Stock and public warrants publicly traded under the proposed symbols “BURU” and “BURU WS,” respectively. Tailwind warrant holders and those stockholders who do not elect to have their shares redeemed need not deliver their shares of Class A Common Stock or warrant certificates to Tailwind or Tailwind’s transfer agent and such shares and warrants will remain outstanding.

Tailwind will hold a special meeting of stockholders (the “Tailwind Special Meeting”) to consider matters relating to the proposed Business Combination. Tailwind and Nuburu cannot complete the Business Combination unless Tailwind’s stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby, including the issuance of New Nuburu Common Stock to be issued as the Business Combination consideration. Tailwind is sending you this proxy statement/​prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/​prospectus.

The Tailwind Special Meeting will be held on                  , 2023, at                   Eastern Time, via a virtual meeting. You may attend the meeting and vote your shares electronically during the meeting via live audio webcast by visiting                  . You will need the control number that is printed on your proxy card to enter the Tailwind Special Meeting. Tailwind recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Tailwind Special Meeting starts. Please note that you will not be able to attend the Tailwind Special Meeting in person.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF CLASS A COMMON STOCK YOU OWN. To ensure your representation at the Tailwind Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote online at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The Tailwind board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Tailwind stockholders vote “FOR” each of the proposals to be considered at the Tailwind Special Meeting.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Tailwind and Nuburu and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read

the “Risk Factors” section beginning on page 21 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

If you have any questions regarding this proxy statement/prospectus, you may contact          , Tailwind’s proxy solicitor, toll-free at           (banks and brokers call         ) or email           at          .

Sincerely,

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of New Nuburu Common Stock and New Nuburu Series A Preferred Stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                  , 2023, and is first being mailed to stockholders of Tailwind on or about                  , 2023.

 

Tailwind Acquisition Corp.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON        , 2023. NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Tailwind Special Meeting”) of Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), will be held virtually, conducted via live audio webcast at                  , Eastern Time, on                  , 2023. You will need the control number that is printed on your proxy card to enter the Tailwind Special Meeting. Tailwind recommends that you log in at least 15 minutes before the Tailwind Special Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the Tailwind Special Meeting in person. You are cordially invited to attend the Tailwind Special Meeting for the following purposes:

(1)   The Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of August 5, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind (“Merger Sub”), and Nuburu, Inc., a Delaware corporation (“Nuburu”), and the transactions contemplated thereby. If the Business Combination Agreement, including the issuance of shares of common stock, par value $0.0001 per share, of Tailwind (“New Nuburu Common Stock”) as the Business Combination consideration, is approved by Tailwind’s stockholders, and the Business Combination is subsequently completed, among other items, Merger Sub will merge with and into Nuburu, with Nuburu surviving the Business Combination as a wholly owned subsidiary of Tailwind (the “Merger”). We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

(2)   The Charter Proposal — To consider and vote upon a proposal to approve New Nuburu’s amended and restated certificate of incorporation, to be approved and adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B (the “Post-Closing New Nuburu Certificate of Incorporation”). We refer to this proposal as the “Charter Proposal”;

(3)   The Advisory Charter Proposals — If the Business Combination Proposal and Charter Proposal are approved, to consider and vote on a non-binding, advisory basis, upon separate proposals to approve the following amendments to Tailwind’s current amended and restated certificate of incorporation (the “Pre-Closing Tailwind Certificate of Incorporation”):

i.

to decrease the number of authorized shares of Tailwind from 551,000,000 to 300,000,000 (“Proposal No. 3A”);

​

ii.

to eliminate the classification of Tailwind’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) (“Proposal No. 3B”);

​

iii.

to provide that the number of authorized shares of common stock or preferred stock may be increased or decreased by the affirmative vote of the holders of at least a majority of the voting power of Tailwind stock outstanding and entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) (“Proposal No. 3C”);

​

iv.

to remove the provisions regarding the doctrine of corporate opportunity from the Post-Closing New Nuburu Certificate of Incorporation (“Proposal No. 3D”);

​

v.

to provide that the vote of two-thirds of the total voting power of all the then outstanding shares of stock, shall be required to adopt, amend or repeal Section 3 of Article IV, Section 2 of Article V, Section 1 of Article VI, Section 2 of Article VI, Section 5 of Article VII, Section 1 of Article VIII, Section 2 of Article VIII, Section 3 of Article VIII or Article XI of the Post-Closing New Nuburu Certificate of Incorporation (“Proposal No. 3E”);

​

We refer to these proposals collectively as the “Advisory Charter Proposals”;

(4)   The Director Appointment Proposal — If the Business Combination Proposal and Charter Proposal are approved, to consider and vote upon a proposal to approve the appointment of directors of New Nuburu effective at the Closing (the “Director Appointment Proposal”);

 

 

(5)   The Listing Proposal — If the Business Combination Proposal and Charter Proposal are approved, to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE American LLC (the “NYSE American”), the issuance of shares of New Nuburu Common Stock (the “Listing Proposal”);

(6)   The Equity Incentive Plan Proposal — If the Business Combination Proposal, Charter Proposal and Listing Proposal are approved, to consider and vote upon a proposal to approve and adopt the Nuburu, Inc. 2022 Equity Incentive Plan (the “Equity Incentive Plan”) (the “Equity Incentive Plan Proposal”);

(7)   The ESPP Proposal — If the Business Combination Proposal, Charter Proposal, Listing Proposal and Equity Incentive Plan Proposal are approved, to consider and vote upon a proposal to approve and adopt the Nuburu, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”) (the “ESPP Proposal”); and

(8)   The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Tailwind Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Tailwind Special Meeting, there are not sufficient votes to approve any of the Business Combination Proposal, the Charter Proposal, the Listing Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal or holders of Tailwind’s Class A Common Stock (as defined herein) have elected to redeem an amount of Class A Common Stock such that Tailwind would have less than $5,000,001 of net tangible assets (the “Adjournment Proposal”).

Only holders of record of shares of Class A Common Stock and Class B Common Stock (together, the “Tailwind Shares”) at the close of business on                  , 2023 are entitled to notice of the Tailwind Special Meeting and to vote at the Tailwind Special Meeting and any adjournments or postponements of the Tailwind Special Meeting. A complete list of Tailwind stockholders of record entitled to vote at the Tailwind Special Meeting will be available for ten (10) days before the Tailwind Special Meeting at the principal executive offices of Tailwind for inspection by stockholders during ordinary business hours for any purpose germane to the Tailwind Special Meeting.

The eligible Tailwind stockholder list will also be available at that time on the Tailwind Special Meeting website for examination by any stockholder attending the Tailwind Special Meeting live audio webcast.

Pursuant to the Pre-Closing Tailwind Certificate of Incorporation, Tailwind will provide holders (“public stockholders”) of its Class A Common Stock the opportunity to redeem their shares of Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of Tailwind’s initial public offering (the “Tailwind IPO”) as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay taxes) upon the Closing. For illustrative purposes, based on funds in the Trust Account of approximately $       million on                  , 2023, the estimated per share redemption price would have been approximately $      , excluding additional interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay taxes. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. In accordance with the Pre-Closing Tailwind Certificate of Incorporation, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock. Tailwind Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Tailwind’s officers and directors have agreed to waive, for no consideration, their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Class A Common Stock and Class B Common Stock they may hold. The Sponsor and Tailwind’s officers and directors received no consideration for such waiver. Currently, the Sponsor owns approximately 8,355,393 shares of Class B Common Stock. The Sponsor and Tailwind’s directors and officers have agreed to vote any shares of Tailwind common stock owned by them in favor of the Business Combination Proposal. Additionally, Nuburu stockholders representing at least 98% of the outstanding voting power in Nuburu, including certain of Nuburu’s directors and officers, have entered into a stockholder support agreement to vote in favor of the Business Combination.

 

 

Approval of the Business Combination Proposal, the Director Appointment Proposal, the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present. Approval of the Charter Proposal requires the affirmative vote of a majority of the shares of common stock outstanding, voting together as a single class, and the affirmative vote of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. Tailwind intends to treat each of the Advisory Charter Proposals as being approved if it receives the affirmative vote of a majority of the shares of common stock outstanding, voting together as a single class at a meeting at which a quorum is present, and the affirmative vote of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. The Tailwind board of directors has already approved each of the proposals. Given that the Sponsor owns 100% of the outstanding Class B Common Stock (amounting to approximately 72.1% of the outstanding shares of Tailwind common stock), each of the proposals will be approved if the Sponsor votes in favor of such proposal, even if all other stockholders vote against such proposal. The Sponsor has agreed to vote in favor of each of the proposals.

As of                 , 2023, there was approximately $32.4 million (excluding the Extension Loan) in the Trust Account, which Tailwind intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/prospectus. Each redemption of Class A Common Stock by public stockholders will decrease the amount of cash held in the Trust Account that would be available to New Nuburu after the Closing. Tailwind will not consummate the Business Combination if the redemption of Class A Common Stock would result in Tailwind’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).

If Tailwind stockholders fail to approve the Business Combination Proposal, the Charter Proposal, the Listing Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal, the Business Combination will not occur. This proxy statement/prospectus summarizes the material terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Tailwind Special Meeting. Please review the proxy statement/prospectus carefully.

Your vote is very important, regardless of the number of Tailwind Shares you own. Whether or not you plan to attend the Tailwind Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The Tailwind board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Advisory Charter Proposals, “FOR” the Director Appointment Proposal, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and, if required, “FOR” the Adjournment Proposal.

If you have any questions or need assistance with voting, please contact          , Tailwind’s proxy solicitor, toll-free at           (banks and brokers call           ) or email at          .

If you plan to attend the Tailwind Special Meeting and are a beneficial investor who owns your investments through a bank, broker, or other nominee you will need to contact Continental Stock Transfer & Trust Company (“CST”) to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Tailwind Special Meeting to ensure that you comply with these requirements.

BY ORDER OF THE BOARD OF DIRECTORS

Philip Krim
Chairman of the Board​

 

 

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/​PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Tailwind, without charge, by written request to Tailwind Acquisition Corp., 1545 Courtney Avenue, Los Angeles, CA, or by telephone request at (646) 432-0610; or            , our proxy solicitor, by calling             (toll free), or banks and brokers can call            , or by emailing             or from the SEC through the SEC website at http://www.sec.gov.

In order for Tailwind’s stockholders to receive timely delivery of the documents in advance of the Special Meeting of Tailwind to be held on            , 2023, you must request the information no later than five business days prior to the date of the Special Meeting, by            , 2023.

 

iii

 

MARKET AND INDUSTRY DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Nuburu competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Nuburu’s own internal estimates and information obtained from discussions with its current and potential customers, taking into account publicly available information about other industry participants and Nuburu’s management’s judgment where information is not publicly available. This information appears in “Information About Nuburu” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable. However, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

iv

 

TRADEMARKS

The Nuburu design logo and the Nuburu mark appearing in this proxy statement/prospectus are the property of Nuburu, Inc. Trademarks, trade names and service marks of other companies appearing in this proxy statement/prospectus are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this proxy statement/prospectus.

 

v

 

BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

•

“Accelerated Purchase” are to the right of New Nuburu, following the consummation of the Merger and upon satisfaction of the conditions set forth in the Lincoln Park Purchase Agreement, to direct Lincoln Park to purchase additional shares of New Nuburu Common Stock;

​

•

“Anzu Holders” are to Anzu Partners and the Anzu SPVs;

​

•

“Anzu Partners” are to Anzu Partners LLC;

​

•

“Anzu SPVs” are to Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC;

​

•

“ASC” are to the Accounting Standards Codification;

​

•

“ASU” are to the Accounting Standards Update;

​

•

“Business Combination” are to the Merger and the other transactions contemplated by the Business Combination Agreement, collectively, including the Lincoln Park Purchase Agreement and Registration Rights Agreement;

​

•

“Business Combination Agreement” are to that certain Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time), by and among Tailwind, Merger Sub, and Nuburu, dated August 5, 2022, a copy of which is attached to this proxy statement/​prospectus as Annex A;

​

•

“Bylaws” are to Tailwind’s Amended and Restated Bylaws;

​

•

“Certificate of Designations” are to New Nuburu’s Certificate of Designations, a form of which is attached to this proxy statement/prospectus as Annex C and which, if the Business Combination is consummated, will be filed on the Closing Date and will establish the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the shares of New Nuburu Series A Preferred Stock;

​

•

“CFIUS” are to the Committee on Foreign Investment in the United States;

​

•

“Charter Extension Date” are to January 9, 2023;

​

•

“Class A Common Stock” are to the 3,232,841 shares of Class A common stock, par value $0.0001 per share, of Tailwind outstanding as of the date of this proxy statement/prospectus that were issued in the Tailwind IPO and taking into account redemptions made in connection with the special meeting of Tailwind stockholders held on September 7, 2022;

​

•

“Class B Common Stock” or “Founder Shares” are to the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of Tailwind outstanding as of the date of this proxy statement/ prospectus that were initially issued to the Sponsor in a private placement prior to the Tailwind IPO, and which will automatically convert, on a one-for-one basis, into shares of New Nuburu Common Stock in connection with the Business Combination;

​

•

“Closing” are to the closing of the Business Combination;

​

•

“Code” are to the U.S. Internal Revenue Code;

​

•

“Cohen” are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC;

​

•

“Company” are to Tailwind Acquisition Corp., a Delaware corporation;

​

•

“Company Note” are to each outstanding convertible promissory note issued by Nuburu;

​

•

“CST” are to Continental Stock Transfer & Trust Company;

​

•

“DGCL” are to the Delaware General Corporation Law;

​

•

“Effective Time” are to the time the Business Combination is effective;

​

 

vi

 

•

“Equity Incentive Plan” are to the Nuburu, Inc. 2022 Equity Incentive Plan, to be adopted in connection with the Business Combination, a form of which is attached hereto as Annex D;

​

•

“ESPP” are to the Nuburu, Inc. 2022 Employee Stock Purchase Plan, to be adopted in connection with the Business Combination, a form of which is attached hereto as Annex E;

​

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

​

•

“Extension Amendment” are to the amendment to the Pre-Closing Tailwind Certificate of Incorporation, approved at the Extension Meeting, to extend the Termination Date from September 9, 2022 to the Charter Extension Date, and to allow Tailwind, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to two times by an additional one month each time after the Charter Extension Date, by resolution of Tailwind’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable deadlines, until March 9, 2023, or a total of up to six months after September 9, 2022, unless the closing of Tailwind’s initial business combination shall have occurred prior to such date;

​

•

“Extension Amendment Proposal” are to the proposal approved at the Extension Meeting to amend the Pre-Closing Tailwind Certificate of Incorporation to extend the date by which Tailwind must complete its initial business combination from September 9, 2022 to January 9, 2023 and to allow Tailwind without another stockholder vote, to elect to extend the termination date to consummate a business combination on a monthly basis for up to two times by an additional one month each time after January 9, 2023, by resolution of the board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable deadlines, until March 9, 2023;

​

•

“Extension Loan” are to the loan from the Sponsor (or one or more of its affiliates, members or third-party designees) to Tailwind, made in connection with the Extension Amendment, of $600,000 and deposited into the Trust Account in exchange for the Extension Note. In addition, in the event that Tailwind has not consummated the Business Combination by January 9, 2023, Tailwind may, without approval of the Public Stockholders, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable termination date extend the termination date up to two times, each by one additional month (for a total of up to two additional months to complete the Business Combination), provided that the Sponsor will deposit $75,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $150,000, in exchange for a drawdown request under the Extension Note in such amount;

​

•

“Extension Meeting” are to the Tailwind special meeting of stockholders held on September 7, 2022;

​

​

•

“Extension Note” are to the non-interest bearing, unsecured promissory note of up to $750,000 issued by Tailwind to the Sponsor on September 9, 2022, of which $600,000 is outstanding as of September 30, 2022, in accordance with the terms of the Extension Loan;

​

•

“Extension Redemptions” are to the redemption of shares of Class A Common Stock in connection with the special meeting of Tailwind stockholders held on September 7, 2022;

​

•

“FASB” are to the Financial Accounting Standards Board;

​

•

“FIRRMA” are to the Foreign Investment Risk Review Modernization Act of 2018;

​

•

“GAAP” are to generally accepted accounting principles in the United States;

​

•

“Insiders” are to Philip Krim, Chris Hollod, Matthew Eby, Alan Sheriff, Wisdom Lu, Boris Revsin and Will Quist, each of whom is a member of Tailwind’s board of directors and/or management;

​

•

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

​

•

“IRS” are to Internal Revenue Service;

​

•

“LCNRV” are to the lower cost or net realizable value of Nuburu product costs;

​

•

“Lincoln Park” are to Lincoln Park Capital Fund, LLC, an Illinois limited liability company;

​

•

“Lincoln Park Purchase Agreement” are to the Purchase Agreement by and among Tailwind, Nuburu and Lincoln Park, dated as of August 5, 2022;

​

 

vii

 

•

“Loop Capital Markets” are to Loop Capital Markets LLC, a Delaware limited liability company;

​

•

“Merger” are to the merger of Merger Sub with and into Nuburu, with Nuburu as the surviving company in the Business Combination, and after giving effect to such Merger, continuing as a wholly owned subsidiary of New Nuburu;

​

•

“Merger Sub” are to Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind prior to consummation of the Business Combination;

​

•

“Nasdaq” are to The Nasdaq Stock Market LLC;

​

•

“New Nuburu Common Stock” are to shares of common stock, par value $0.0001 per share, of New Nuburu;

​

•

“New Nuburu” are to Nuburu, Inc. (formerly Tailwind) after giving effect to the Business Combination;

​

•

“Nuburu” are to Nuburu, Inc., a Delaware corporation, prior to the Business Combination;

​

•

“Nuburu 2015 Plan” are to the Nuburu, Inc. 2015 Equity Incentive Plan, to be terminated upon the approval of the Equity Incentive Plan in connection with the Business Combination;

​

•

“Nuburu Common Stock” are to each share of Nuburu common stock, par value $0.0001 per share;

​

•

“Nuburu Preferred Stock” are to each share of Nuburu preferred stock, par value $0.0001 per share, including Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, and Series C Preferred Stock;

​

•

“Nuburu Option” are to each outstanding option to purchase shares of Nuburu Common Stock;

​

•

“Nuburu RSU” are to each outstanding restricted stock unit granted by Nuburu;

​

•

“Nuburu Series A Preferred Stock” are to the Series A Preferred Stock of Nuburu, $0.0001 par value per share;

​

•

“Nuburu Series A-1 Preferred Stock” are to the Series A-1 Preferred Stock of Nuburu, $0.0001 par value per share;

​

•

“Nuburu Series B Preferred Stock” are to the Series B Preferred Stock of Nuburu, $0.0001 par value per share;

​

•

“Nuburu Series B-1 Preferred Stock” are to the Series B-1 Preferred Stock of Nuburu, $0.0001 par value per share;

​

•

“Nuburu Series C Preferred Stock” are to the Series C Preferred Stock of Nuburu, $0.0001 par value per share;

​

•

“NYSE American” are to the NYSE American LLC;

​

•

“NYSE” are to the New York Stock Exchange;

​

•

“PCAOB” are to the Public Company Accounting Oversight Board;

​

•

“Post-Closing New Nuburu Certificate of Incorporation” are to New Nuburu’s Amended and Restated Certificate of Incorporation, to be approved and adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B;

​

•

“Post-Closing New Nuburu Governing Documents” are to the Post-Closing New Nuburu Certificate of Incorporation, the Certificate of Designations and the Bylaws;

​

•

“Pre-Closing Tailwind Certificate of Incorporation” are to Tailwind’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Business Combination;

​

•

“Pre-Closing Nuburu Certificate of Incorporation” are to Nuburu’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Business Combination;

​

•

“Pre-Closing Tailwind Governing Documents” are to the Pre-Closing Tailwind Certificate of Incorporation and the Bylaws;

​

 

viii

 

•

“Private Placement Warrants” are to the 9,700,000 warrants of Tailwind purchased by the Sponsor simultaneously with the closing of the Tailwind IPO, at a price of $1.00 per Private Placement Warrant, or $9,700,000 in the aggregate, with each Private Placement Warrant being exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, which warrants the Sponsor has agreed pursuant to the Sponsor Support Agreement to cancel in connection with the Closing;

​

•

“Public Stockholders” or “public stockholders” are to holders of Tailwind’s public shares, whether acquired in the Tailwind IPO or acquired in the secondary market;

​

•

“Public Warrants” are to the 16,710,785 whole warrants of Tailwind sold to public investors in the Tailwind IPO as part of the units;

​

•

“Registration Rights and Lock-up Agreement” are to the Amended and Restated Registration Rights and Lock-up Agreement between Tailwind and the Holders (as defined therein), dated August 5, 2022, which amended and restated in its entirety the Registration and Stockholder Rights Agreement between Tailwind and the Sponsor, dated September 9, 2020 and obligates Tailwind to file a registration statement to register the resale of certain shares of New Nuburu Common Stock held by the Holders and subjects certain Holders to a lock-up period;

​

•

“Regular Purchase Notice” are to a notice by New Nuburu to Lincoln Park directing Lincoln Park to purchase such applicable amount of purchase shares at the applicable purchase price as specified by New Nuburu therein on the applicable purchase date for such regular purchase;

​

•

“Regular Purchase Share Limit” are to up to $350,000 of New Nuburu Common Stock that New Nuburu may direct Lincoln Park to purchase from time to time on a Purchase Date;

​

•

“Sale Option Agreement” are to the Preferred Stock Sale Option Agreement between Tailwind and the Anzu SPVs, dated as of August 5, 2022, pursuant to which, in the event an Anzu SPV transfers any shares of New Nuburu Common Stock beneficially owned or owned of record by such holder prior to the expiration of the lock-up period applicable to such holder in a Permitted Transfer (as defined in the Registration Rights and Lock-up Agreement), such holder must notify New Nuburu of the Permitted Transfer, whereupon, New Nuburu has the right, but not the obligation, to cause such holder to use up to 2/3 of the gross proceeds of the Permitted Transfer to purchase New Nuburu Series A Preferred Stock from New Nuburu at a price equal to $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like);

​

•

“SEC” are to the United States Securities and Exchange Commission;

​

•

“Securities Act” are to the Securities Act of 1933, as amended;

​

•

“Securities Exchange” are to the NYSE or another national securities exchange, as mutually agreed to by Nuburu and Tailwind;

​

•

“SPAC A” are to the different special purpose acquisition company with which Nuburu conducted exclusive negotiations in respect of a potential business combination between June 6, 2022 and July 23, 2022;

​

•

“Sponsor Letter Agreement Amendment” are to an amendment to be entered into concurrently with the consummation of the Business Combination to the Sponsor Letter Agreement, dated September 3, 2020, of which, among other things, the lock-up restrictions will be amended and restated to provide that the Insiders shall not transfer any Founder Shares (A) if the completion of an initial Business Combination occurs prior to March 30, 2023, until the earliest of (i) nine (9) months following the completion of an initial Business Combination and (ii) September 30, 2023 and (B) if the completion of an initial Business Combination occurs on or after March 30, 2023, six (6) months following the completion of an initial Business Combination;

​

•

“Sponsor Note” are to the unsecured promissory note in the principal amount of up to $750,000, issued by Tailwind to the Sponsor on September 9, 2022;

​

•

“Sponsor Support Agreement” are to the Sponsor Support and Forfeiture Agreement between Tailwind and the Sponsor, dated as of August 5, 2022, pursuant to which the Sponsor agreed, among

​

 

ix

 

other things, (A) to vote (or execute and return an action by written consent), or cause to be voted at the Tailwind Special Meeting all of its Class B Common Stock or any other voting securities of Tailwind which it holds, owns, or is entitled to vote, in favor of the approval and adoption of the Business Combination Agreement and approval of the Business Combination, including the Merger, (B) not to redeem any shares of Class A Common Stock or Class B Common Stock that it holds pursuant to or in connection with any vote for the approval of any extension of the deadline for Tailwind to consummate its initial business combination, and (C) to forfeit the shares of New Nuburu Common Stock held by the Sponsor other than certain retained shares. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, the Sponsor agrees that, upon and subject to the occurrence of the Closing, the Sponsor shall automatically cancel, without any further action by the Sponsor or any other Person, all of the Private Placement Warrants that are held by the Sponsor. The Sponsor also waived, for no consideration, its right to receive the Preferred Stock Issuance, other than with respect to 1,000,000 shares of New Nuburu Series A Preferred Stock;

•

“Sponsor” are to Tailwind Sponsor LLC, a Delaware limited liability company, and the sponsor of Tailwind;

​

•

“Stockholder Support Agreement” are to the Stockholder Support Agreement between certain stockholders of Nuburu, Tailwind and Nuburu, dated August 5, 2022, pursuant to which such stockholders of Nuburu have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (ii) be bound by certain other covenants and agreements related to the Business Combination, including a restriction on certain transfers with respect to his, her or its shares in Nuburu substantially concurrently with the Business Combination;

​

•

“Tailwind” are to Tailwind Acquisition Corp., a Delaware corporation, prior to completion of the Business Combination;

​

•

“Tailwind IPO” are to Tailwind’s initial public offering, which was consummated on September 9, 2020;

​

•

“Tailwind Shares” are to the Class A Common Stock and the Class B Common Stock, collectively;

​

•

“Tailwind Special Meeting” are to Tailwind’s special meeting of stockholders to consider matters relating to the proposed Business Combination;

​

•

“Test Date” are to the second anniversary of the Closing Date;

​

•

“Tigress” are to Tigress Financial Partners, LLC, a Delaware limited liability company;

​

•

“Trust Account” are to the trust account established at the consummation of the Tailwind IPO that holds the proceeds of the Tailwind IPO and is maintained by CST, acting as trustee;

​

•

“Termination Date” are to the date by which Tailwind must consummate a business combination;

​

•

“Underwriting Agreement” are to that certain Underwriting Agreement, dated September 3, 2020, by and between Tailwind and Jefferies, acting individually and as representative of the several underwriters named in Schedule A thereto;

​

•

“VWAP” are to the volume-weighted price of New Nuburu Common Stock;

​

•

“Warrant Agreement” are to the Warrant Agreement between Continental CST, as warrant agent, and Tailwind, dated September 9, 2020, pursuant to which the Public Warrants were issued;

​

•

“Warrants” are to the Private Placement Warrants, Public Warrants and Working Capital Warrants;

​

•

“Working Capital Loans” are to loans made by the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates in order to finance transaction costs in connection with a business combination; and

​

•

“Working Capital Warrants” are to warrants, having terms identical to the Private Placement Warrants, that may be issued by New Nuburu to the lender of the Working Capital Loans at the

​

 

x

 

discretion of the lender upon conversion of up to $1,500,000 of such Working Capital Loans into warrants, at a price of $1.00 per warrant.

Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New Nuburu’s stockholders immediately following the Business Combination are for illustrative purposes only and assume the following:

(i)

in connection with completion of the Business Combination, the Sponsor surrenders and forfeits to Tailwind 6,855,939 shares of Class B Common Stock for no consideration;

​

(ii)

in connection with the completion of the Business Combination, the Sponsor forfeits and cancels the 9,700,000 Private Placement Warrants held by the Sponsor for no consideration;

​

(iii)

in connection with the completion of the Business Combination, 31,230,798 shares of New Nuburu Common Stock are issued to the holders of shares of common stock and preferred stock of Nuburu in exchange for such shares, which would be the number of shares of New Nuburu Common Stock issued to these holders if the Closing were to occur on            , 2023;

​

(iv)

in connection with the completion of the Business Combination, 200,000 shares of New Nuburu Common Stock are issued to Lincoln Park pursuant to the Lincoln Park Purchase Agreement;

​

(v)

none of the             currently issued and outstanding vested Nuburu Options will have been exercised prior to completion of the Business Combination;

​

(vi)

none of the             currently issued and outstanding unvested Nuburu Options will have vested prior to completion of the Business Combination;

​

(vii)

none of the             currently issued and outstanding unvested Nuburu RSUs will have vested prior to completion of the Business Combination;

​

(viii)

none of the currently issued and outstanding Public Warrants will have been exercised on or before            , 2023; and

​

(ix)

no Working Capital Warrants will have been issued.

​

If the actual facts are different than these assumptions, the ownership percentages in New Nuburu will be different. In particular, the number of shares of New Nuburu Common Stock issued to the holders of shares of common stock and preferred stock of Nuburu upon consummation of the Business Combination will fluctuate based on the number of shares underlying vested Nuburu Options (and the exercise price of such options), at the Closing. Vested Nuburu Options and Nuburu RSUs are taken into account for purposes of allocating the implied $       fixed pre-transaction equity value of Nuburu among the holders of shares and equity awards of Nuburu, with the value allocable to such options and restricted stock units being determined based on the treasury stock method.

Beneficial ownership throughout this proxy statement/prospectus with respect to New Nuburu’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of such disclosure.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

 

xi

 

QUESTIONS AND ANSWERS

The following are answers to certain questions that you, as a stockholder of Tailwind, may have regarding the Business Combination and the stockholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:

WHAT IS THE BUSINESS COMBINATION?

​

A:

Tailwind, Merger Sub, and Nuburu have entered into the Business Combination Agreement, dated as of August 5, 2022, pursuant to which, among other items: (i) Nuburu will change its name to “Nuburu Subsidiary, Inc.”; (ii) the Pre-Closing Tailwind Certificate of Incorporation will be amended and restated; and (iii) Merger Sub will merge with and into Nuburu, with Nuburu as the surviving company in the Business Combination, and after giving effect to such Merger, continuing as a wholly owned subsidiary of New Nuburu. In addition, Tailwind is expected to change its name to “Nuburu, Inc.”

​

Tailwind will hold the Tailwind Special Meeting to consider matters relating to the proposed Business Combination. See “The Business Combination Agreement.” In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety. Tailwind and Nuburu cannot complete the Business Combination unless Tailwind’s stockholders approve the Business Combination Agreement and the transactions contemplated thereby. Tailwind is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

Q:

WHY AM I RECEIVING THIS DOCUMENT?

​

A:

Tailwind is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their Tailwind Shares with respect to the matters to be considered at the Tailwind Special Meeting.

​

The Business Combination cannot be completed unless Tailwind’s stockholders approve the Business Combination Proposal, the Charter Proposal, the Listing Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal, each as set forth in this proxy statement/prospectus. Information about the Tailwind Special Meeting, the Business Combination and the other business to be considered by stockholders at the Tailwind Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of Tailwind and a prospectus of Tailwind. It is a proxy statement because the board of directors of Tailwind is soliciting proxies using this proxy statement/​prospectus from its stockholders. It is a prospectus because Tailwind, in connection with the Business Combination, is offering (i) shares of New Nuburu Common Stock in exchange for the outstanding shares of Nuburu common stock and preferred stock and (ii) shares of New Nuburu Series A Preferred Stock to holders of record of New Nuburu Common Stock as of the close of business on the Closing Date (other than (a) stockholders of Nuburu who have waived such stockholders’ entire right, title and interest in, to or under, any participation in the Preferred Stock Issuance (which, for clarity, shall exclude such waiver with respect to shares of New Nuburu Common Stock to be received as a result of the conversion of any Company Note) and (b) the Sponsor, who has waived, for no consideration, its right, title and interest in, to or under, a portion of the Preferred Stock Issuance, as further described in the Sponsor Support Agreement). See “The Business Combination Agreement — Merger Consideration.”

Q:

WHAT WILL HAPPEN TO TAILWIND’S SECURITIES UPON CONSUMMATION OF THE BUSINESS COMBINATION?

​

A:

Tailwind’s units, Class A Common Stock and Public Warrants are publicly traded on the NYSE American under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively. Following the Closing, New Nuburu (formerly Tailwind) intends to continue to have its New Nuburu Common Stock and Public Warrants publicly traded under the proposed symbols “BURU” and “BURU WS,”

​

 

xii

 

respectively. Tailwind warrant holders and those stockholders who do not elect to have their shares redeemed need not deliver their shares of Class A Common Stock or warrant certificates to Tailwind or Tailwind’s transfer agent and such shares and warrants will remain outstanding.

Q:

WHAT WILL NUBURU STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

​

A:

Each share of Nuburu preferred stock, par value $0.0001 per share, including Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, and Series C Preferred Stock (“Nuburu Preferred Stock”), issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive the number of shares of New Nuburu Common Stock equal to the greater of (A) the quotient obtained from (x) the applicable Preferred Stock Liquidation Preference of such share of Nuburu Preferred Stock divided by (y) $10.00 (such shares of Nuburu Preferred Stock receiving a number of shares of New Nuburu Common Stock, “Unconverted Preferred Stock”), and (B) the product of (x) the number of shares of Nuburu Common Stock (as defined below) that such share of Nuburu Preferred Stock would be entitled to convert into as of immediately prior to the Effective Time in accordance with Nuburu’s Certificate of Incorporation, multiplied by (y) the Common Stock Exchange Ratio (as defined below) (the “Preferred Stock Exchange Ratio”).

​

Each share of Nuburu common stock, par value $0.0001 per share (“Nuburu Common Stock”) issued and outstanding shall be canceled and converted into the right to receive the number of shares of New Nuburu Common Stock equal to the Common Stock Exchange Ratio.

Each outstanding option to purchase shares of Nuburu Common Stock (each such option, a “Nuburu Option”), whether vested or unvested, will be converted into an option to purchase a number of shares of New Nuburu Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Nuburu Common Stock subject to such Nuburu Option immediately prior to the Effective Time and (y) the Common Stock Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Nuburu Option immediately prior to the Effective Time divided by (B) the Common Stock Exchange Ratio. Except as specifically provided above, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions, including vesting and exercisability terms, as were applicable to the corresponding former Nuburu Option immediately prior to the Effective Time.

Each outstanding restricted stock unit granted by Nuburu (each a “Nuburu RSU”) will be converted into a restricted stock unit of New Nuburu Common Stock (such restricted stock unit covering New Nuburu Common Stock, an “Exchanged RSU”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares subject to a Nuburu RSU immediately prior to the Effective Time and (y) the Common Stock Exchange Ratio. Except as specifically provided above, following the Effective Time, each Exchanged RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding former Nuburu RSU immediately prior to the Effective Time.

Each outstanding warrant to purchase shares of Nuburu Common Stock will be treated in accordance with its terms, as may be amended prior to the Closing, with any amendments subject to Tailwind’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

Each Company Note will be canceled and converted into (A) shares of Nuburu Common Stock in accordance with the terms of such Company Note as of immediately prior to the Effective Time, which shares shall then be outstanding as of immediately prior to the Effective Time and subsequently converted into New Nuburu Common Stock (and with such shares being entitled to participate in the Preferred Stock Issuance).

The “Common Stock Exchange Ratio” means the quotient obtained by dividing (x) the Aggregate Common Stock Merger Consideration by (y) the number of Fully-Diluted Company Shares. The “Aggregate Common Stock Merger Consideration” means a number of shares of New Nuburu Common Stock equal to (a) 35,000,000 less (b) the aggregate number of New Nuburu Common Stock issuable in respect of Unconverted Preferred Stock pursuant to Section 3.01(a)(i) of the Business Combination Agreement. “Fully-Diluted Company Shares” means an amount equal to, without duplication,

 

xiii

 

(i) the aggregate number of shares of Nuburu capital stock that are issued and outstanding as of immediately prior to the Effective Time on a fully-diluted, as converted-to Nuburu Common Stock basis, plus (ii) the aggregate number of shares of Nuburu Common Stock issuable upon the full exercise, exchange or conversion of Nuburu warrants, Nuburu Options, Nuburu RSUs and Company Notes that are outstanding as of immediately prior to the Effective Time; provided, however, that “Fully-Diluted Shares” shall exclude (A) all Unconverted Preferred Stock and (B) certain equity set forth in the schedules to the Business Combination Agreement.

The “Preferred Stock Exchange Ratio” means, with respect to each share of Nuburu Preferred Stock, the number of shares of New Nuburu Common Stock which a share of such series of Preferred Stock is to be cancelled and converted into the right to receive pursuant to the applicable provisions of the Business Combination Agreement. The Business Combination Agreement provides that each share of Nuburu Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive the number of shares of New Nuburu Common Stock equal to the greater of (A) the quotient obtained from (x) the applicable Preferred Stock Liquidation Preference of such share of Nuburu Preferred Stock divided by (y) $10.00, and (B) the product of (x) the number of shares of New Nuburu Common Stock that such share of Company Preferred Stock would be entitled to convert into as of immediately prior to the Effective Time in accordance with the Pre-Closing Nuburu Certificate of Incorporation, multiplied by (y) the Common Stock Exchange Ratio.

“Preferred Stock Liquidation Preference” means

(a)   with respect to the Series C Preferred Stock of Nuburu, $0.0001 par value per share (the “Nuburu Series C Preferred Stock”) an amount per share equal to $10.00, plus cumulative annual dividends (which shall accrue from day to day) at the rate of 6% on $5.00, whether or not declared, plus any other dividends declared but unpaid thereon;

(b)   with respect to the Series B-1 Preferred Stock of Nuburu, $0.0001 par value per share (the “Nuburu Series B-1 Preferred Stock”), an amount per share equal to $0.80, plus cumulative annual dividends (which shall accrue from day to day) at the rate of 6% on $0.80, whether or not declared, plus any other dividends declared but unpaid thereon;

(c)   with respect to the Series B Preferred Stock of Nuburu, $0.0001 par value per share (the “Nuburu Series B Preferred Stock”), an amount per share equal to $5.00, plus cumulative annual dividends (which shall accrue from day to day) at the rate of 6% on $5.00, whether or not declared, plus any other dividends declared but unpaid thereon;

(d)   with respect to the Series A-1 Preferred Stock of Nuburu, $0.0001 par value per share (the “Nuburu Series A-1 Preferred Stock”), an amount per share equal to $1.15, plus cumulative annual dividends (which shall accrue from day to day) at the rate of 6% on $1.15, whether or not declared, plus any other dividends declared but unpaid thereon; and

(e)   with respect to the Series A Preferred Stock of Nuburu, $0.0001 par value per share (the “Nuburu Series A Preferred Stock”), an amount per share equal to $1.00, plus cumulative annual dividends (which shall accrue from day to day) at the rate of 6% on $1.00, whether or not declared, plus any other dividends declared but unpaid thereon.

As of the date of this proxy statement/prospectus, we currently estimate that the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratios will be approximately as follows.

 

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The foregoing assumes that no additional Company Notes will be issued other than the $5.3 million that have been issued by Nuburu as of the date of this proxy statement/prospectus, and assumes accrual of interest on the Company Notes through September 30, 2022. The foregoing represents management’s estimates based on information available as of the date of this proxy statement/prospectus and is subject to change.

Q:

WHAT WILL HOLDERS OF COMPANY NOTES RECEIVE IN THE BUSINESS COMBINATION?

​

A:

The Business Combination Agreement provides Nuburu with the ability to raise up to $50.0 million in Company Notes prior to the Effective Time without the consent of Tailwind.

​

In multiple closings over the course of March and August 2022, Nuburu issued and sold Company Notes with aggregate gross proceeds of $5.3 million. Nuburu may sell additional Company Notes prior to Closing. Pursuant to their terms, the Company Notes accrue interest at a rate of 8% per annum. Unless earlier repaid or converted pursuant to their terms, the outstanding principal amount of and all accrued and unpaid interest on the Company Notes (the “Conversion Amount”) shall, immediately prior to the consummation of the Business Combination, automatically convert into that number of shares of Nuburu Common Stock that would, upon consummation of the Business Combination, receive a number of New Nuburu Common Stock equal to (x) the Conversion Amount divided by (y) $8.50. Each share of New Nuburu Common Stock converted in this manner is included in the Aggregate Common Stock Merger Consideration being issued to Nuburu equityholders.

In addition, each share of New Nuburu Common Stock issued in respect of Company Notes shall be entitled to participate in the Preferred Stock Issuance. As such, assuming that Nuburu does not issue any additional Company Notes in excess of the $5.3 million that have been issued as of the date of this proxy statement/prospectus and that the Closing occurs on September 30, 2022 an amount of 626,539 shares of Series A Preferred Stock in the aggregate (such amount being the sum of $5.3 million principal amount of and the accrued and unpaid interest on the Company Notes through such date, divided by $8.50) would be issued to the holders of the Company Notes. If any additional Company Notes are issued after the date of this proxy statement/prospectus, or if additional months of interest accrue on the Company Notes, then additional shares of New Nuburu Common Stock would be issued to the holders of the Company Notes and, by virtue of the Preferred Stock Issuance, an equal additional amount of shares of Series A Preferred Stock would be issued to the holders of the Company Notes.

Q:

WHO IS TAILWIND’S SPONSOR?

​

A:

The Sponsor currently owns 8,355,393 shares of Class B Stock and 9,700,000 Private Placement Warrants of Tailwind. Philip Krim, the Chairman of Tailwind, has voting and dipositive power over the Class B Stock and Private Placement Warrants held by the Sponsor. The Sponsor has agreed to cancel the Private Placement Warrants in connection with the Closing. The Sponsor is not controlled by nor does it have substantial ties to any non-U.S. person and, to our knowledge, no person or entity associated with or otherwise involved in the transaction is, is controlled by or has substantial ties with a non-U.S. person. However, it is possible that non-U.S. persons we are not aware of could be involved in the Business Combination, which may increase the risk that the Business Combination becomes subject to regulatory review, including review by the Committee on Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by CFIUS. If the Business Combination is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Business Combination falls within CFIUS’s jurisdiction due to the participation of “foreign persons” ​(as defined in 31 C.F.R. § 800.224). CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or order us to divest all or a portion of the U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing the Business Combination or other business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. A failure to notify CFIUS of a transaction where such notification was required or

​

 

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otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, the Business Combination post-closing.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the Business Combination. If we cannot complete the Business Combination by March 9, 2023 because the transaction is still under review or because the Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive $       per share of Class A Common Stock, plus any interest that accrues on the amount on deposit in the Trust Account prior to the liquidation date and our Public Warrants and Private Placement Warrants will expire worthless. This will also cause you to lose the investment opportunity in Nuburu and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Q:

WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

​

A:

The parties currently expect that the Business Combination will be completed in early 2023. However, Tailwind cannot assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of Tailwind could result in the Business Combination being completed at a different time or not at all. Tailwind must first obtain the approval of Tailwind stockholders for each of the proposals set forth in this proxy statement/prospectus (other than the Adjournment Proposal, the Director Appointment Proposal and the Advisory Charter Proposals). See “The Business Combination Agreement — Conditions to Closing.”

​

QUESTIONS AND ANSWERS ABOUT THE TAILWIND SPECIAL MEETING

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

​

A:

Tailwind stockholders are being asked to vote on the following proposals:

​

(1)

the Business Combination Proposal;

​

(2)

the Charter Proposal;

​

(3)

the Director Appointment Proposal;

​

(4)

the Advisory Charter Proposals;

​

(5)

the Listing Proposal;

​

(6)

the Equity Incentive Plan Proposal;

​

(7)

the ESPP Proposal; and

​

(8)

the Adjournment Proposal.

​

The Business Combination will not occur unless Tailwind stockholders approve each of the proposals specified in this proxy statement/prospectus, other than the Director Appointment Proposal, the Advisory Charter Proposals and the Adjournment Proposal. Given that the Sponsor owns 100% of the outstanding Class B Common Stock (amounting to approximately 72.1% of the outstanding shares of Tailwind common stock), each of the proposals will be approved if the Sponsor votes in favor of such proposal, even if all other stockholders vote against such proposal. The Sponsor has agreed to vote in favor of each of the proposals. See “Other Agreements — Tailwind Sponsor Support Agreement” for more information.

Q:

WHY IS TAILWIND PROPOSING THE BUSINESS COMBINATION?

​

A:

Tailwind was organized to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

​

 

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On September 9, 2020, Tailwind completed the Tailwind IPO, generating gross proceeds of $334,215,700, which were placed in the Trust Account. Following the Extension Redemptions (as defined below) a total of approximately $32.4 million (excluding the Extension Loan) remains in the Trust Account as of September 12, 2022. Since the Tailwind IPO, Tailwind’s activity has been limited to the evaluation of business combination candidates and efforts to consummate a business combination, initially pursuant to the Business Combination Agreement, dated March 1, 2021, by and among Tailwind, Merger Sub, QOMPLX, Inc., a Delaware corporation, and Rationem, LLC, a Delaware limited liability company, which was terminated on August 17, 2021, and, since August 5, 2022, pursuant to the Business Combination Agreement.

Based on its due diligence investigations of Nuburu and the industry in which it operates, including the financial and other information provided by Nuburu in the course of their negotiations in connection with the Business Combination Agreement, Tailwind believes that Nuburu aligns well with the objectives laid out in its investment thesis. As a result, Tailwind believes that a business combination with Nuburu will provide Tailwind stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. See “The Business Combination — The Tailwind Board of Directors’ Reasons for the Business Combination.”

Q:

DID THE TAILWIND BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

​

A:

Tailwind’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Tailwind’s officers, directors and advisors have substantial experience in evaluating the merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Tailwind’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Tailwind’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Tailwind’s board of directors and advisors in valuing Nuburu’s business.

​

Q:

DO I HAVE REDEMPTION RIGHTS?

​

A:

If you are a holder of Class A Common Stock, you have the right to demand that Tailwind redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the Tailwind IPO, as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay taxes) upon the Closing.

​

Notwithstanding the foregoing, a holder of Class A Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Class A Common Stock. Accordingly, no shares of Class A Common Stock in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will be redeemed.

Holders of the outstanding Public Warrants of Tailwind do not have redemption rights with respect to such warrants in connection with the transactions contemplated by the Business Combination Proposal. For clarity, any stockholder of Tailwind that has elected to redeem its shares in connection with the Business Combination shall not participate in the Preferred Stock Issuance with respect to the shares it has so redeemed, as such holder will not be a record holder of New Nuburu Common Stock with respect to such shares as of the close of business on the Closing Date.

Under the Pre-Closing Tailwind Certificate of Incorporation, the Business Combination may be consummated only if Tailwind has at least $5,000,001 of net tangible assets after giving effect to all holders of Class A Common Stock that properly demand redemption of their shares for cash.

 

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Q:

WILL I BE ABLE TO PARTICIPATE IN THE PREFERRED STOCK ISSUANCE IF I EXERCISE REDEMPTION RIGHTS?

​

A:

No. Prior to the Effective Time, Tailwind shall declare an issuance of shares of New Nuburu Series A Preferred Stock to holders of record of New Nuburu Common Stock as of the close of business on the Closing Date (other than (a) stockholders of Nuburu who have waived such stockholders’ entire right, title and interest in, to or under, any participation in the Preferred Stock Issuance) (which, for clarity, shall exclude such waiver with respect to shares of New Nuburu Common Stock to be received as a result of the conversion of any Company Note) and (b) the Sponsor, who has waived, for no consideration, its right, title and interest in, to or under, a portion of the Preferred Stock Issuance, as further described in the Sponsor Support Agreement), with one share of New Nuburu Series A Preferred Stock to be issued in respect of each such share of New Nuburu Common Stock. Any stockholder of Tailwind that has elected to redeem its shares in connection with the Business Combination shall not participate in the Preferred Stock Issuance with respect to the shares it has so redeemed, as such holder will not be a record holder of New Nuburu Common Stock with respect to such shares as of the close of business on the Closing Date.

​

Q

WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

​

A:

No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Class A Common Stock and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. With fewer shares of Class A Common Stock and public stockholders, the trading market for Class A Common Stock may be less liquid than the market for Class A Common Stock prior to the Business Combination and Tailwind may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Nuburu’s business will be reduced and the amount of working capital available to New Nuburu following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to shares of Class A Common Stock will have no effect on Public Warrants of Tailwind you may also hold.

​

Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

​

A:

If you are a holder of Class A Common Stock and wish to exercise your redemption rights, you must demand that Tailwind redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Tailwind’s transfer agent physically or electronically using Depository Trust Company’s DWAC (“Deposit and Withdrawal at Custodian”) system prior to the vote at the Tailwind Special Meeting. Any holder of Class A Common Stock will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $       million, or $       per share, as of            , 2023). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Tailwind’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

​

Any request for redemption, once made by a holder of Class A Common Stock, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Tailwind Special Meeting, and may be permitted to be withdrawn following the vote at the discretion of the Tailwind board of directors. If you deliver your shares for redemption to Tailwind’s transfer agent

 

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and later decide prior to the Tailwind Special Meeting not to elect redemption, you may request that Tailwind’s transfer agent return the shares (physically or electronically).

Any corrected or changed proxy card or written demand of redemption rights must be received by Tailwind’s transfer agent prior to the vote taken on the Business Combination Proposal at the Tailwind Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Tailwind Special Meeting.

If a holder of Class A Common Stock properly makes a request for redemption and the shares of Class A Common Stock are delivered as described to Tailwind’s transfer agent as described herein, then, if the Business Combination is consummated, Tailwind will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your shares of Class A Common Stock for cash. Any stockholder of Tailwind that has elected to redeem its shares in connection with the Business Combination shall not participate in the Preferred Stock Issuance with respect to the shares it has so redeemed, as such holder will not be a record holder of New Nuburu Common Stock with respect to such shares as of the close of business on the Closing Date.

For a discussion of the material U.S. federal income tax considerations for holders of Class A Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of a Redemption of Tailwind Public Shares.”

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

​

​

A:

We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of New Nuburu Common Stock will generally be treated as selling such shares of New Nuburu Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of New Nuburu Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. Tailwind and Nuburu intend that the Merger qualifies as a tax-deferred reorganization pursuant to Section 368(a) of the Code. If the Merger fails to qualify as a tax-deferred reorganization such failure would not cause the Merger to a taxable event for shareholders of Tailwind. Rather, Tailwind would be treated as acquiring the shares of Nuburu in a taxable transaction, and would receive a tax basis in such shares equal to their cost. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Consequences.”

​

Q:

HOW ARE THE FUNDS IN THE TRUST ACCOUNT CURRENTLY BEING HELD?

​

A:

With respect to the regulation of special purpose acquisition companies like Tailwind (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

​

With regard to the SEC’s investment company proposals included in the SPAC Rule Proposals, the funds in the Trust Account were, since the Tailwind IPO and until September 6, 2022, held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act). On September 2, 2022, Tailwind instructed CST, the trustee managing the Trust Account, to hold all funds in the Trust Account in cash until the earlier of consummation of the Business Combination and liquidation of Tailwind.

 

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Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

​

A:

The net proceeds of the Tailwind IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of the Tailwind IPO, were placed in the Trust Account immediately following the Tailwind IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Class A Common Stock who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for Nuburu’s working capital and general corporate purposes, which may include future strategic transactions.

​

Q:

WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

​

A:

If Tailwind does not complete the Business Combination with Nuburu for any reason, Tailwind would search for another target business with which to complete a business combination. If Tailwind does not complete the Business Combination with Nuburu or another target business by March 9, 2023, Tailwind must redeem 100% of the outstanding shares of Class A Common Stock, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding shares of Class A Common Stock. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its shares of Class B Common Stock will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Tailwind’s outstanding warrants. Accordingly, such warrants will expire worthless.

​

Q:

HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

​

A:

The Sponsor owns of record and is entitled to vote 100% of the outstanding Class B Common Stock (amounting to approximately 72.1% of the outstanding shares of Tailwind common stock). The Sponsor has agreed to vote any shares of Class B Common Stock and any shares of Class A Common Stock held by it as of the Tailwind record date, in favor of the proposals. Given that the Sponsor owns 100% of the outstanding Class B Common Stock (amounting to approximately 72.1% of the outstanding shares of Tailwind common stock), each of the proposals will be approved if the Sponsor votes in favor of such proposal, even if all other stockholders vote against such proposal.

​

Q:

WHAT CONSTITUTES A QUORUM AT THE TAILWIND SPECIAL MEETING?

​

A:

A majority of the voting power of the issued and outstanding Tailwind Shares entitled to vote at the Tailwind Special Meeting as of the Tailwind record date must be present virtually or by proxy, at the Tailwind Special Meeting to constitute a quorum and in order to conduct business at the Tailwind Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor owns approximately 72.1% of the outstanding Tailwind Shares, and such ownership will count towards this quorum. As such, Tailwind Shares owned by the Sponsor are sufficient to constitute a quorum. In the absence of a quorum, the chairman of the Tailwind Special Meeting has power to adjourn the Tailwind Special Meeting.

​

As of the Tailwind record date, 5,794,118 Tailwind Shares would be required to achieve a quorum.

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE TAILWIND SPECIAL MEETING?

​

A:

The Business Combination Proposal:   The affirmative vote of a majority of the votes cast by holders of Tailwind common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. Tailwind stockholders must approve the Business Combination Proposal in order for the Business Combination to occur.

​

The Charter Proposal:   Approval of the Charter Proposal requires the affirmative vote of a majority of the Tailwind common stock outstanding, voting together as a single class at which a quorum is present, and the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. The Business Combination is conditioned upon the approval

 

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of the Charter Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.

The Advisory Charter Proposals:   Tailwind intends to treat each of the Advisory Charter Proposals as being approved if it receives the affirmative vote of a majority of the Tailwind common stock outstanding, voting together as a single class at which a quorum is present, and the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. The approval of the Advisory Charter Proposals are non-binding and advisory in nature and the Business Combination does NOT depend on their approval. Notwithstanding the approval of the Advisory Charter Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Advisory Charter Proposals will not be effected.

The Director Appointment Proposal:   The affirmative vote of a majority of the votes cast by holders of Tailwind common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Director Appointment Proposal. The Business Combination is not conditioned upon the approval of the Director Appointment Proposal. Notwithstanding the approval of the Director Appointment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Director Appointment Proposal will not be effected.

The Listing Proposal:   The affirmative vote of a majority of the votes cast by holders of Tailwind common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Listing Proposal. The Business Combination is conditioned upon the approval of the Listing Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Listing Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Listing Proposal will not be effected.

The Equity Incentive Plan Proposal:   The affirmative vote of a majority of the votes cast by holders of Tailwind Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Equity Incentive Plan Proposal. The Business Combination is conditioned upon the approval of the Equity Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Equity Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Equity Incentive Plan Proposal will not be effected.

The ESPP Proposal:   The affirmative vote of a majority of the votes cast by holders of Tailwind Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the ESPP Proposal. The Business Combination is conditioned upon the approval of the ESPP Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the ESPP Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the ESPP Proposal will not be effected

The Adjournment Proposal:   The affirmative vote of a majority of the votes cast by holders of Tailwind Common Stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Adjournment Proposal. The Business Combination is not conditioned upon the approval of the Adjournment Proposal.

Given that the Sponsor owns 100% of the outstanding Class B Common Stock (amounting to approximately 72.1% of the outstanding shares of Tailwind common stock), each of the proposals will be approved if the Sponsor votes in favor of such proposal, even if all other stockholders vote against such proposal. The Sponsor has agreed to vote in favor of each of the proposals. See “Other Agreements — Tailwind Sponsor Support Agreement” for more information.

Q:

DO ANY OF TAILWIND’S DIRECTORS OR OFFICERS OR THE SPONSOR HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF TAILWIND STOCKHOLDERS?

​

A:

Tailwind’s executive officers and certain non-employee directors and the Sponsor may have interests in the Business Combination that may be different from, or in addition to, the interests of Tailwind

​

 

xxi

 

stockholders generally. It is possible that the Sponsor and its affiliates may earn a positive rate of return on their investment, even if other stockholders of Tailwind experience a negative rate of return in New Nuburu. Accordingly, the Sponsor may benefit from the completion of the Business Combination, even in a scenario where other Tailwind stockholders may not similarly benefit. The Sponsor is thereby incentivized to complete an acquisition, even if it might be of a less-favorable target company or on terms less favorable to Tailwind’s stockholders, rather than liquidate. The Tailwind board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the stockholders of Tailwind. Neither the Sponsor nor Tailwind’s officers or directors have any interest in, or affiliation with, Nuburu, or any fiduciary or contractual interest with other entities that would be material to the Business Combination. See “The Business Combination — Interests of Tailwind’s Directors and Officers in the Business Combination” and “Risk Factors — Risks Related to the Business Combination — Since the Sponsor and Tailwind’s officers and directors who are members of the Sponsor have interests that are different, or in addition to (and which may conflict with), the interests of the public stockholders, a conflict of interest may have existed in determining whether the Business Combination with Nuburu is appropriate as a business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.”

Q:

DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION?

​

A:

Our stockholders do not have appraisal rights in connection with the Business Combination under the DGCL.

​

Q:

WHAT DO I NEED TO DO NOW?

​

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Tailwind Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

​

Q:

HOW DO I VOTE?

​

A:

If you are a stockholder of record of Tailwind as of            , 2023, the Tailwind record date, you may submit your proxy before the Tailwind Special Meeting in any of the following ways:

​

•

use the toll-free number shown on your proxy card;

​

•

visit the website shown on your proxy card to vote via the Internet; or

​

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

​

Stockholders who choose to participate in the Tailwind Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.                  . You will need the control number that is printed on your proxy card to enter the Tailwind Special Meeting. Tailwind recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Tailwind Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Tailwind Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:

WHEN AND WHERE IS THE TAILWIND SPECIAL MEETING?

​

A:

The Tailwind Special Meeting of stockholders will be held on            , 2023, unless postponed or adjourned to a later date. The Tailwind Special Meeting will be completely virtual via live audio webcast.

​

 

xxii

 

All Tailwind stockholders as of the Tailwind record date, or their duly appointed proxies, may attend the virtual Tailwind Special Meeting. Registration will begin at       Eastern Time on            , 2022.

Q:

HOW CAN TAILWIND’S STOCKHOLDERS ATTEND THE SPECIAL MEETING?

​

A:

As a registered stockholder, you received a Notice and Access instruction form or proxy card from CST. Both forms contain instructions on how to attend the virtual Tailwind Special Meeting including the URL address, along with the control number printed on your proxy card. You will need your control number for access. If you do not have your control number, contact CST at the phone number or e-mail address below. CST’s contact information is as follows:            , or email                  .

​

You can pre-register to attend the virtual Tailwind Special Meeting three days prior to the meeting date starting            , 2023 at         Eastern Time. Enter the URL address into your browser                  , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. Tailwind recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the special meeting starts.

Beneficial investors, who own their investments through a bank or broker, will need to contact CST to receive a control number. If you plan to vote at the Tailwind Special Meeting you will need to have a legal proxy from your bank, broker, or other nominee or if you would like to join and not vote CST will issue you a guest control number with proof of ownership. Either way you must contact CST for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen to the meeting by dialing +1            (toll- free) outside the U.S. and Canada +1            (standard rates apply) when prompted enter the pin number            #. This is a listen-only option and you will not be able to vote or enter questions during the meeting.

Q:

WHAT IF DURING THE CHECK-IN TIME OR DURING THE SPECIAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

​

A:

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.

​

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

​

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Tailwind or by voting online at the Tailwind Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

​

Under the rules of the NYSE American, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE American determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Tailwind Special Meeting are “non-routine” matters.

If you are a holder of Tailwind Shares holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the proposals presented in this proxy statement/prospectus. The failure of your broker to vote will have no effect on the vote count for such proposals.

 

xxiii

 

Q:

WHAT HAPPENS IF I SELL MY SHARES OF CLASS A COMMON STOCK BEFORE THE TAILWIND SPECIAL MEETING?

​

A:

The record date for the Tailwind Special Meeting will be earlier than the date of the consummation of the Business Combination. If you transfer your shares of Class A Common Stock after the record date, but before the Tailwind Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Tailwind Special Meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon the consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Class A Common Stock prior to the Tailwind record date, you will have no right to vote those shares at the Tailwind Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

​

Q:

WHAT IF I ATTEND THE TAILWIND SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

​

A:

For purposes of the Tailwind Special Meeting, an abstention occurs when a stockholder attends the meeting online and does not vote or returns a proxy with an “abstain” vote.

​

If you are a holder of Tailwind Shares that attends the Tailwind Special Meeting virtually and fails to vote, or if you vote abstain, your failure to vote or abstention will have no effect on the vote count for the Business Combination Proposal, the Director Appointment Proposal, the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. However, your failure to vote or abstention will have the same effect as a vote “AGAINST” the Charter Proposal and Advisory Charter Proposals.

Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the Tailwind Shares represented by your proxy will be voted as recommended by the Tailwind board of directors with respect to that proposal.

​

Q:

MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

​

A:

Yes. You may change your vote at any time before your proxy is voted at the Tailwind Special Meeting.
You may do this in one of three ways:

​

•

by filing a notice with the corporate secretary of Tailwind;

​

•

by mailing a new, subsequently dated proxy card; or

​

•

by attending the Tailwind Special Meeting virtually and electing to vote your shares online.

​

If you are a stockholder of record of Tailwind and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Tailwind Acquisition Corp., 1545 Courtney Avenue, Los Angeles, CA 90046 and it must be received at any time before the vote is taken at the Tailwind Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. Eastern Time on           , 2023, or by voting online at the Tailwind Special Meeting. Simply attending the Tailwind Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your Tailwind Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE TAILWIND SPECIAL MEETING?

​

A:

If you fail to take any action with respect to the Tailwind Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a stockholder of Tailwind. Failure to take any action with respect to the Tailwind Special Meeting will not affect your ability to

​

 

xxiv

 

exercise your redemption rights. If you fail to take any action with respect to the Tailwind Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of Tailwind while Tailwind searches for another target business with which to complete a business combination.

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

​

A:

Stockholders may receive more than one (1) set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one (1) name, you will receive more than one (1) proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

​

Q:

WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

​

A:

If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact            , the proxy solicitation agent for Tailwind, toll-free at            (banks and brokers call            ) or email                  .

​

 

xxv

 

1

 

2

 

3

 

4

 

​

5

 

​

6

 

7

 

​

​

​

No Additional Redemptions

​

​

50% Redemptions

​

​

Maximum Redemptions

​

Stockholder

​

​

No. of Common Shares

​

​

% Common Ownership

​

​

No. of Common Shares

​

​

% Common Ownership

​

​

No. of Common Shares

​

​

% Common Ownership

​

Nuburu Stockholders(1)(2)

​

​

​

​

31,230,798

​

​

​

​

​

86.4%

​

​

​

​

​

31,230,798

​

​

​

​

​

90.4%

​

​

​

​

​

31,230,798

​

​

​

​

​

92.1%

​

​

Tailwind Public Stockholders(2)

​

​

​

​

3,232,841

​

​

​

​

​

8.9%

​

​

​

​

​

1,616,421

​

​

​

​

​

4.7%

​

​

​

​

​

990,589(3)

​

​

​

​

​

2.9%

​

​

Tailwind Sponsor(2)

​

​

​

​

1,500,000

​

​

​

​

​

4.1%

​

​

​

​

​

1,500,000

​

​

​

​

​

4.3%

​

​

​

​

​

1,500,000

​

​

​

​

​

4.4%

​

​

Lincoln Park Commitment Shares(4)

​

​

​

​

200,000

​

​

​

​

​

0.6%

​

​

​

​

​

200,000

​

​

​

​

​

0.6%

​

​

​

​

​

200,000

​

​

​

​

​

0.6%

​

​

Total

​

​

​

​

36,163,639

​

​

​

​

​

100.0%

​

​

​

​

​

34,547,219

​

​

​

​

​

100.0%

​

​

​

​

​

33,921,387

​

​

​

​

​

100.0%

​

​

​

8

 

​

​

​

No Additional Redemptions

​

​

50% Redemptions

​

​

Maximum Redemptions

​

Stockholder

​

​

No. of Preferred Shares

​

​

% Preferred Ownership

​

​

No. of Preferred Shares

​

​

% Preferred Ownership

​

​

No. of Preferred Shares

​

​

% Preferred Ownership

​

Nuburu Stockholders(1)

​

​

​

​

—

​

​

​

​

​

—%

​

​

​

​

​

—

​

​

​

​

​

—%

​

​

​

​

​

—

​

​

​

​

​

—%

​

​

Nuburu Company Noteholders(2)

​

​

​

​

626,539

​

​

​

​

​

11.7%

​

​

​

​

​

626,539

​

​

​

​

​

16.7%

​

​

​

​

​

626,539

​

​

​

​

​

20.1%

​

​

Tailwind Public Stockholders

​

​

​

​

3,232,841

​

​

​

​

​

60.43%

​

​

​

​

​

1,616,421

​

​

​

​

​

43.2%

​

​

​

​

​

990,539

​

​

​

​

​

31.8%

​

​

Tailwind Sponsor

​

​

​

​

1,000,000

​

​

​

​

​

18.7%

​

​

​

​

​

1,000,000

​

​

​

​

​

26.7%

​

​

​

​

​

1,000,000

​

​

​

​

​

32.1%

​

​

Anzu Warrant Shares(3)

​

​

​

​

500,000

​

​

​

​

​

9.3%

​

​

​

​

​

500,000

​

​

​

​

​

13.4%

​

​

​

​

​

500,000

​

​

​

​

​

16.0%

​

​

Total

​

​

​

​

5,359,380

​

​

​

​

​

100.0%

​

​

​

​

​

3,742,960

​

​

​

​

​

100.0%

​

​

​

​

​

3,117,128

​

​

​

​

​

100.0%

​

​

9

 

​

​

​

No Additional Redemptions

​

​

50% Redemptions

​

​

Maximum Redemptions

​

Additional Potential Sources of Dilution

​

​

No. of Common Shares

​

​

% Common Ownership

​

​

No. of Common Shares

​

​

% Common Ownership

​

​

No. of Common Shares

​

​

% Common Ownership

​

Base Scenario

​

​

​

​

34,940,876

​

​

​

​

​

67.2%

​

​

​

​

​

33,324,456

​

​

​

​

​

70.6%

​

​

​

​

​

32,698,624

​

​

​

​

​

72.2%

​

​

New Nuburu Common Stock issuable upon exercise of the Public Warrants(1)

​

​

​

​

1,222,763

​

​

​

​

​

2.4%

​

​

​

​

​

1,222,763

​

​

​

​

​

2.6%

​

​

​

​

​

1,222,763

​

​

​

​

​

2.7%

​

​

New Nuburu Common Stock issuable to Lincoln Park 30 days after the Closing(2)

​

​

​

​

200,000

​

​

​

​

​

0.4%

​

​

​

​

​

200,000

​

​

​

​

​

0.4%

​

​

​

​

​

200,000

​

​

​

​

​

0.4%

​

​

New Nuburu Common Stock issuable upon exercise of Exchanged Options and Exchanged RSUs(3)

​

​

​

​

3,769,108

​

​

​

​

​

7.2%

​

​

​

​

​

3,769,108

​

​

​

​

​

8.0%

​

​

​

​

​

3,769,108

​

​

​

​

​

8.3%

​

​

New Nuburu Common Stock issuable upon conversion of the New Nuburu Series A Preferred Stock:(4)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nuburu Stockholders(5)

​

​

​

​

1,175,260

​

​

​

​

​

2.3%

​

​

​

​

​

1,175,260

​

​

​

​

​

2.5%

​

​

​

​

​

1,175,260

​

​

​

​

​

2.6%

​

​

Nuburu Company Noteholders(4)(6)

​

​

​

​

1,253,078

​

​

​

​

​

2.4%

​

​

​

​

​

1,253,078

​

​

​

​

​

2.7%

​

​

​

​

​

1,253,078

​

​

​

​

​

2.8%

​

​

Tailwind Public Stockholders(4)

​

​

​

​

6,465,682

​

​

​

​

​

12.4%

​

​

​

​

​

3,232,842

​

​

​

​

​

6.9%

​

​

​

​

​

1,981,178

​

​

​

​

​

4.4%

​

​

Tailwind Sponsor(4)

​

​

​

​

2,000,000

​

​

​

​

​

3.8%

​

​

​

​

​

2,000,000

​

​

​

​

​

4.2%

​

​

​

​

​

2,000,000

​

​

​

​

​

4.4%

​

​

Anzu Warrant Shares(4)

​

​

​

​

1,000,000

​

​

​

​

​

1.9%

​

​

​

​

​

1,000,000

​

​

​

​

​

2.1%

​

​

​

​

​

1,000,000

​

​

​

​

​

2.2%

​

​

Total

​

​

​

​

52,026,767

​

​

​

​

​

100.0%

​

​

​

​

​

47,177,507

​

​

​

​

​

100.0%

​

​

​

​

​

45,300,011

​

​

​

​

​

100.0%

​

​

​

10

 

11

 

12

 

​

​

​

Three Months Ended June 30,

​

​

Six Months Ended 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)

​

​

13

 

​

​

​

June 30, 2022

​

​

December 31, 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

​

​

14

 

Statement of Operations Data

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

($ in thousands, except share and per share amounts)

​

​

2022

​

​

2021

​

​

2021

​

​

2020

​

Revenue

​

​

​

$

137

​

​

​

​

$

180

​

​

​

​

$

377

​

​

​

​

$

692

​

​

Net loss

​

​

​

​

(6,183)

​

​

​

​

​

(4,812)

​

​

​

​

​

(9,384)

​

​

​

​

​

(11,025)

​

​

Weighted average shares outstanding of Common Stock

​

​

​

​

10,415,556

​

​

​

​

​

9,949,051

​

​

​

​

​

9,973,846

​

​

​

​

​

9,928,478

​

​

Basic and diluted net loss per share, Common Stock

​

​

​

​

(0.75)

​

​

​

​

​

(0.63)

​

​

​

​

​

(1.23)

​

​

​

​

​

(1.32)

​

​

Statement of Cash Flows Data​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by (used in) operating activities

​

​

​

​

(4,730)

​

​

​

​

​

(4,066)

​

​

​

​

​

(7,807)

​

​

​

​

​

(8,406)

​

​

Net cash provided by (used in) investing activities

​

​

​

​

(185)

​

​

​

​

​

(125)

​

​

​

​

​

(231)

​

​

​

​

​

(866)

​

​

Net cash provided by (used in) financing activities

​

​

​

​

403

​

​

​

​

​

—

​

​

​

​

​

5,651

​

​

​

​

​

12,706

​

​

Balance Sheet Data

​

​

As of June 30,

​

​

As of December 31,

​

($ in thousands, except share amounts)

​

​

2022

​

​

2021

​

​

2020

​

Total assets

​

​

​

​

8,470

​

​

​

​

​

10,726

​

​

​

​

​

13,692

​

​

Total liabilities

​

​

​

​

3,496

​

​

​

​

​

1,138

​

​

​

​

​

812

​

​

Total stockholders’ equity

​

​

​

​

4,974

​

​

​

​

​

9,588

​

​

​

​

​

12,880

​

​

15

 

16

 

​

​

​

Pro Forma Combined (Assuming No Additional Redemption)

​

​

Pro Forma Combined (Assuming 50% Redemption)

​

​

Pro Forma Combined (Assuming Maximum Redemption)

​

​

​

​

(in thousands, except share and per share data)

​

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

32,404

​

​

​

​

$

16,188

​

​

​

​

$

9,909

​

​

Total liabilities

​

​

​

$

4,909

​

​

​

​

$

4,909

​

​

​

​

$

4,909

​

​

Total mezzanine equity

​

​

​

$

1

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Total stockholders’ equity

​

​

​

$

27,495

​

​

​

​

$

11,279

​

​

​

​

$

5,000

​

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for Six Months Ended June 30, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

$

137

​

​

​

​

$

137

​

​

​

​

$

137

​

​

Net income (loss)

​

​

​

$

4,080

​

​

​

​

$

4,080

​

​

​

​

$

4,080

​

​

Basic and diluted net income per share

​

​

​

$

0.11

​

​

​

​

$

0.12

​

​

​

​

$

0.12

​

​

Weighted-average shares outstanding – basic and diluted

​

​

​

​

36,163,639

​

​

​

​

​

34,547,219

​

​

​

​

​

33,921,387

​

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for Year Ended December 31, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

$

377

​

​

​

​

$

377

​

​

​

​

$

377

​

​

Net income (loss)

​

​

​

$

8,285

​

​

​

​

$

8,285

​

​

​

​

$

8,285

​

​

Basic and diluted net income per share

​

​

​

$

0.23

​

​

​

​

$

0.24

​

​

​

​

$

0.24

​

​

Weighted-average shares outstanding – basic and diluted

​

​

​

​

36,163,639

​

​

​

​

​

34,547,219

​

​

​

​

​

33,921,387

​

​

​

​

​

Pro Forma Combined (Assuming No Additional Redemptions)

​

​

Pro Forma Combined (Assuming 50% Redemptions)

​

​

Pro Forma Combined (Assuming Maximum Redemptions)

​

Unaudited Pro Forma Condensed Combined Book Value per Share as of June 30, 2022

​

​

(in thousands, except share and per share data)

​

Total stockholders’ equity

​

​

​

$

27,495

​

​

​

​

$

11,279

​

​

​

​

$

5,000

​

​

Total shares of New Nuburu Common Stock outstanding

​

​

​

​

36,163,639

​

​

​

​

​

34,547,219

​

​

​

​

​

33,921,387

​

​

Book value per share

​

​

​

$

0.76

​

​

​

​

$

0.33

​

​

​

​

$

0.15

​

​

17

 

18

 

19

 

20

 

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Tailwind, Nuburu and New Nuburu as indicated. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability of Tailwind and Nuburu to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of New Nuburu. Tailwind, Nuburu and New Nuburu may face additional risks and uncertainties that are not presently known to Tailwind or Nuburu, or that Tailwind or Nuburu currently deems immaterial, which may also impair Tailwind’s, Nuburu’s or New Nuburu’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Relating to Our Business and Operations

Unless the context requires otherwise, references to “Nuburu,” “we,” “us” or “our” in this section are to the business and operations of Nuburu prior to the Business Combination and to New Nuburu and its subsidiaries following the Business Combination.

We are an early-stage company with a history of losses. We have not been profitable historically and may not be able to achieve profitability in the future.

Our financial statements for the year ended December 31, 2021 included elsewhere in this proxy statement/​prospectus have been prepared assuming we will continue as a going concern. However, if we are unable to generate sufficient cash flow to sustain our operations or raise additional capital in the form of debt or equity financing, this could affect our ability to continue as a going concern in the future. Since our inception in 2015, we have incurred significant net losses and have used significant cash in our business. As of December 31, 2021, we had an accumulated deficit of approximately $47.1 million, and net losses of approximately $9.4 million. We expect to continue to expand our operations, including by investing in manufacturing, sales and marketing, research and development and infrastructure to support our growth. We anticipate that we will incur net losses for the foreseeable future and, even if we increase our revenues, there is no guarantee that we will ever become profitable. Our ability to achieve profitability in the future will depend on a number of factors, including:

•

successfully implementing our products on a commercial scale;

​

•

achieving meaningful sales volumes;

​

•

identifying opportunities for other businesses to integrate our product into their operations;

​

•

attracting customers in the United States and internationally;

​

•

improving the effectiveness of our sales and marketing activities and any independent distributors or sales representatives;

​

•

developing manufacturing techniques to produce the volume required to achieve our forecasted production;

​

•

executing on any strategies to reduce costs, in the amount and on the timing projected;

​

•

procuring sufficient quantities of raw materials and components and entering into agreements with new suppliers if necessary;

​

•

fluctuations in the costs of needed raw materials and components;

​

•

attracting and retaining key talent in a competitive labor market, and minimizing delays in hiring employees;

​

•

delays associated with obtaining patents, licenses and potential regulatory review;

​

 

21

 

•

meeting cashflow needs despite any delays in payment from domestic or international customers;

​

•

unforeseen technology issues in product development that could delay product releases;

​

•

delays in finding suitable replacement components for components with long lead times due to any supply chain disruptions;

​

•

delays in redesigning systems to compensate for supply chain disruptions;

​

•

unrecoverable product development delays due to underfunded activities conducted prior to the Closing;

​

•

the cost of filing and prosecuting patent applications and defending and enforcing our patent and other intellectual property rights;

​

•

the cost of defending, in litigation or otherwise, any claims that we infringe third-party patent or other intellectual property rights; and

​

•

the cost of enforcing or defending against non-competition claims.

​

Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the long term and our business may be disrupted at any time due to numerous factors outside of our control, including changes in the general macroeconomic outlook, local and regional volatility, global trade disputes, political instability, expropriation or nationalization of property, public health emergencies such as the COVID-19 pandemic and related government policies and restrictions designed to mitigate the effects of the pandemic, civil strife, strikes, insurrections, acts of terrorism, hostilities or the perception that hostilities may be imminent, military conflict, acts of war, including an escalation of the conflict in the Ukraine and the related response, including sanctions or other restrictive actions, by the United States or other countries, and natural disasters.

Our business is currently dependent on a limited number of customers and end markets. A decline in revenue from, or the loss of, any significant customer, could have a material adverse effect on Nuburu’s financial condition and operating results.

Nuburu currently depends upon a small number of customers for a substantial portion of its revenue. During the year ended December 30, 2021, five customers accounted for 34%, 22%, 16%, 12% and 12% of Nuburu’s revenue, respectively. During the year ended December 31, 2020, four customers accounted for 20%, 19%, 15% and 15% of Nuburu’s revenue, respectively. As of December 31, 2021, three customers accounted for 40%, 39% and 16% of Nuburu’s accounts receivable, respectively. A decline in revenue from, or the loss of, any significant customer could have a material adverse effect on Nuburu’s financial condition and operating results. Nuburu cannot assure: (i) that orders that may be completed, delayed, cancelled or reduced will be replaced with new business; (ii) that Nuburu’s current customers will continue to utilize Nuburu’s services consistent with historical volumes or at all; and/or (iii) that Nuburu’s customers will renew their manufacturing or services contracts with Nuburu on acceptable terms or at all.

Our limited operating history and the novelty of our blue laser systems make evaluating our business, the risks and challenges we may face and our future prospects difficult.

From our inception in 2015 to the present, we have focused principally on developing our blue laser systems, which are the systems we are seeking to commercialize. As a result, we have a limited history operating our business, and therefore a limited history upon which you can base an investment decision.

We have begun the first shipments of our blue laser system, the AO-650, and have built an alpha model of our higher performance blue laser system, the AI-150. We are working on our production line for the AI product suite, and expect to begin shipping such AI systems in early 2023. We are also developing a single mode fiber blue laser system and blue-laser 3D-printing products, which are still in the research and development stage.

Our blue laser systems are new types of products. In light of the fact that the laser industry has already undergone major transitions, from CO2 lasers to infrared fiber lasers, predicting our future revenue depends on the evolution of the market itself and market acceptance of our technology and systems. Moreover,

 

22

 

budgeting for our expenses presents some uncertainty because of the unpredictability of the prices of raw materials and components and other trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected. You should consider our prospects in light of the risks and uncertainties emerging companies encounter when introducing new technologies into a competitive landscape.

The engineering of our laser systems is still in the prototype stage, and there is no guarantee that we will be successful in implementing production of our laser systems on a commercial scale.

Our business depends on our ability to succeed in achieving production of our laser systems on a commercial scale. As our laser systems are highly complex, this process is costly and time-consuming, and there can be no guarantee that we will be successful. We have already shipped units of our first blue laser system, the AO-650, but the ramping up of production and shipment on a commercial scale may be delayed, and we may incur more costs than we expect due, for example, to global supply chain issues that have increased the cost of certain electronic components or have forced us to redesign the system to work around supply chain shortages. In addition, the processes by which we engineer and manufacture our laser systems are still developing rapidly as we explore new processes and different techniques. Our business, reputation, results of operations and financial condition may be materially adversely affected if we are not able to successfully produce our laser systems on a commercial scale or to the extent that it takes us longer to do so or costs more than we expect.

If our laser systems contain design or manufacturing defects, our business and financial results could be harmed.

To date, we have completed prototypes of our laser systems and are ramping up commercial production and shipments of our systems. As our systems also have no history of commercial operation, we have a limited frame of reference from which to evaluate the longevity and long-term performance of our products. There can be no assurance that we will be able to detect and fix any defects in our products prior to the sale to potential customers. Once we have commenced with commercial production of our laser systems and they are shipped to and installed and put into use by our customers, we may discover latent defects in design, manufacture or construction that may cause our systems not to perform as expected or that may require repair. Our laser systems also require software to operate which may need to be modified and updated over the life of our systems. Software products are inherently complex and often contain defects and errors when first introduced.

There can be no assurance that we will be able to detect and fix any defects in the hardware or software of our laser systems in the design and production phase, and such defects may not become apparent until our systems are adopted and used by customers. In most cases, we should be able to resolve software defects through the application of patches and updates, which can be completed remotely; however, hardware defects may be more difficult to address remotely and may require a system to be returned to us for maintenance and repair.

Our laser systems may not perform consistent with customer expectations or consistent with other laser systems which are currently or may yet become available. Any product defects or any other failure of our laser systems to perform as expected could harm our reputation and result in negative publicity, lost revenue, cancelled or delayed deliveries, product liability claims and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.

Insufficient warranty reserves to cover future warranty claims could adversely affect our business, prospects, financial condition and operating results.

Once we begin shipping our laser systems to customers on a commercial scale, we will need to increase our warranty reserves to cover warranty-related claims. If our warranty reserves are inadequate to cover future warranty claims on our laser systems, our business, prospects, financial condition and operating results could be materially adversely affected. We may become subject to significant and unexpected warranty expenses. There can be no assurances that our then-existing warranty reserves will be sufficient to cover all claims.

 

23

 

The failure of our suppliers to deliver necessary raw materials and components that meet the specifications for our laser systems in a timely manner could cause installation delays, cancellations and damage to our reputation.

We rely on a limited number of third-party suppliers for some of the raw materials and components for our laser systems, including laser diodes, micro-optics, optics, optical filters, bulk optics, cooling components, electronic components, and other materials that may be in limited supply and which are critical to our ability to produce our laser systems. If any of our suppliers provide insufficient inventory at the level of quality required or if our suppliers are unable or unwilling to provide us with the contracted quantities or in the time frame requested for whatever reason, our results of operations could be materially and negatively impacted. If we fail to develop or maintain our relationships with any of our suppliers and are unable to obtain raw materials or comparable components from alternative suppliers without considerable delay, expense, or at all, or if there is otherwise a shortage or lack of availability of any required raw materials or components, we may be unable to manufacture our laser systems or we may be able to do so only at a higher cost or after a long delay. For example, in recent years there have been, and there continue to be, supply chain bottlenecks and other issues, including a prolonged shortage of microchips, which has required us to redesign our system’s control electronics and has resulted in delays in bringing our systems to market. We have also experienced, and continue to experience, delays with respect to deliveries of various other parts, including electronic components and power supply components. Any further delays could prevent us from delivering our laser systems to customers within required time frames and cause order cancellations.

Moreover, we have in the past and may in the future also experience unanticipated disruptions to operations or other difficulties with our supply chain or internalized supply processes due to exchange rate fluctuations, volatility in regional markets from where materials are obtained, changes in the general macroeconomic outlook, global trade disputes, political instability, expropriation or nationalization of property, public health emergencies such as the COVID-19 pandemic and related government policies and restrictions designed to mitigate the effects of the pandemic. The failure by us to obtain raw materials or components in a timely manner or to obtain raw materials or components that meet our quantity and cost requirements could impair our ability to manufacture our products or increase their costs. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our laser systems to customers within required time frames, which could result in sales and installation delays, cancellations, penalty payments, or damage to our reputation, any of which could have a material adverse effect on our business and results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet or exceed those quality standards could cause delays in the delivery of our products, cause unanticipated servicing costs, and cause damage to our reputation.

We depend on sole source or limited source suppliers, as well as on our own production capabilities, for some of the key components and materials, including laser diodes and optical filters, which makes us susceptible to supply shortages and other supply chain disruptions and to price fluctuations that could adversely affect our business, particularly our ability to meet our customers’ delivery requirements.

We currently purchase several key components and materials used in the manufacture of our products, including laser diodes and optical filters, from sole source or limited source suppliers, which may make us more susceptible to supply chain disruptions and cost increases, which may materially adversely affect our operating results and financial condition. In addition, though we have not experienced supply chain disruptions with respect to these products specifically, if we seek to ramp up production or accelerate delivery schedules of our products, our key suppliers may not have the ability to increase their production in line with our production schedule and our customers’ demands. This may become acute during times of high growth in our customers’ businesses. Our failure to timely receive these key components and materials would likely cause delays in the shipment of our products, which would likely negatively impact both our customer relationships and our business. Some of our products require designs and specifications that are at the cutting-edge of available technologies and change frequently to meet rapidly evolving market demands. By their very nature, the types of components used in our products can be difficult and unpredictable to manufacture and in future we may be required to source additional components from sole source or limited source suppliers, which may further expose us to the risks described above.

 

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Many of our customers may also rely on sole source or limited source suppliers. In the event of a disruption of our customers’ supply chain, orders from our customers could decrease or be delayed.

We face various other risks with respect to the supply chain that could adversely affect our business, prospects, financial condition and operating results

Some of our suppliers are relatively small private companies that may discontinue their operations at any time and may be particularly susceptible to prevailing economic conditions. Some of our suppliers are located in regions susceptible to natural and man-made disasters, such as the United States, Germany and China, which have experienced severe flooding, earthquakes, wildfires, extreme weather conditions and power loss. Furthermore, financial or other difficulties faced by these suppliers or significant changes in demand for the components or materials produced by these suppliers could limit their availability, as suppliers may choose to discontinue production in the event of falling demand or may be unable to fill orders in the event of increasing demand.

If we are required to identify alternative sources of supply for certain components or redesign our product or production process, this could be difficult and costly, result in management distraction in assisting our current and future suppliers to meet our and our customers’ technical requirements, and cause delays in shipments of our products while we identify, evaluate and test the products of alternative suppliers. Any such delay in shipment would result in a delay or cancellation of our ability to convert such order into revenues.

Any interruption or delay in the supply of any components or materials that we require, or the inability to obtain these components and materials from alternate sources at acceptable prices and within a reasonable amount of time, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders or incur substantial penalties. Since many of our products have lengthy qualification periods, our ability to introduce multiple suppliers for parts may be limited. In addition, our failure to achieve adequate manufacturing yields of these items at our manufacturing facilities may materially and adversely affect our operating results and financial condition.

We are highly dependent upon the ability to ship products to customers and to receive shipments of supplies from suppliers.

We are also highly dependent upon the ability to ship products to customers and to receive shipments of supplies from suppliers. In the event of continued disruptions in worldwide or regional shipping, our access to supplies and the delivery of products to customers by us or our distributors may correspondingly be negatively impacted. Any such disruptions would likely materially and adversely affect our operating results and financial condition.

If we fail to accurately forecast component and material requirements for our products, we could incur additional costs and significant delays in shipments, which could result in a loss of customers.

We use rolling forecasts based on anticipated product orders and material requirements planning systems to determine our product requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. We depend on our suppliers for most of our product components and materials. Lead times for components and materials that we order vary significantly and depend on factors including the specific supplier requirements, the size of the order, contract terms and current market demand for components. For substantial increases in our sales levels of certain products, some of our suppliers may need significant lead time and therefore may not be able to keep up with our needs if we are unable to provide sufficient advanced notice of our requirements. If we overestimate our component and material requirements, we may have excess inventory, which may lead to both an increase in cash usage and an increase in net loss if such excess inventory becomes obsolete and can no longer be sold or only sold at discounted prices. If we underestimate our component and material requirements, we may have inadequate inventory, which could interrupt and delay delivery production and the associated delivery of our products to our customers. Many of the supply chain challenges that resulted from the COVID-19 pandemic have not yet been resolved and have exacerbated these issues, and the occurrence or continuance of any of the foregoing risks may materially adversely affect our business and results of operation.

 

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Our systems involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis it could harm our business. The long sales cycles for our products may cause us to incur significant expenses without offsetting revenues.

In order to make a sale, we must typically provide a significant level of education to prospective customers regarding the use and benefits of our product and our technology (see “Information About Nuburu — Sales and Marketing”). The period between initial discussions with a potential customer and the sale of our product typically depends on a number of factors, including the potential customer’s attitude towards innovative products, the potential customer’s budget and whether the potential customer requires financing arrangements. Prospective customers often undertake a significant evaluation process, which may further extend the sales cycle. While our customers are evaluating our products we may incur substantial sales, marketing and research and development expenses in exploring and demonstrating the suitability of our products to a customer’s needs. Once a customer makes a formal decision to purchase our product, the fulfillment of the sales order by us requires a substantial amount of time. This lengthy sales and installation cycle is subject to a number of significant risks over which we have little or no control. Because of both the long sales and installation cycles, we may expend significant resources on attracting prospective customers without having certainty of generating sales.

These lengthy sales and installation cycles also increase the risk that our customers fail to satisfy their payment obligations or cancel orders before the completion of the transaction or delay the planned date for installation. If a customer terminates for convenience, we may be unable to recover some of our costs that we incurred prior to cancellation. We may need to procure long lead time items or place large order lot quantities for critical material well in advance of a termination leaving us with excess inventory. Our operating expenses are based on anticipated sales levels, and certain of our expenses are fixed. If we are unsuccessful in closing sales after expending significant resources or if we experience delays or cancellations, we may incur significant expenses without ever receiving revenue to offset those expenses, which would materially adversely affect our business and results of operation.

Because of the long sales cycles, our operating results and financial condition may fluctuate significantly from quarter to quarter.

We expect that long sales cycles may cause fluctuations in our operating results from quarter to quarter. In light of the standards under which we expect to recognize revenue, small fluctuations in the timing of the completion of our sales transactions could also cause operating results to vary materially from period to period.

In addition to the foregoing described herein, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis:

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fluctuations in costs associated with the production of our laser systems;

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the timing of customer adoptions of our products, which may depend on many factors such as availability of inventory and product quality or performance issues;

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size of particular customer orders;

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delays or cancellations of purchases and installations;

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delays in service revenue;

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fluctuations in our service costs;

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weaker than anticipated demand for our products due to changes in government regulation, incentives and policies;

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interruptions in our supply chain;

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interruptions in our shipping to customers or deliveries from vendors;

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the timing and level of additional purchases by existing customers;

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unanticipated expenses incurred due to changes in governmental regulations, such as with respect to health and safety requirements;

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disruptions in our sales, production, service or other business activities resulting from our inability to attract and retain qualified personnel;

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shortage of raw materials or components from our suppliers and associated price increases due to fluctuations in commodity prices; and

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availability of spare parts from our suppliers.

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In addition, our revenue, key operating metrics and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock.

There is no assurance that non-binding letters of intent and other indications of interest from customers will be converted into binding orders, sales, bookings or committed offtake contracts. As a result, our operating results may be materially lower than our expected results of operations.

Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. Potential customers may abandon their indications of interest, and non-binding letters of interest may be cancelled or delayed by a customer or its terms may be amended in a manner adverse to us in connection with negotiating a definitive sales agreement. For that reason, there can be no assurance that any current or future indications of interest or non-binding letters of intent will result in binding orders or sales. Furthermore, in light of our limited operating history, it is difficult for us to predict the rates at which the non-binding letters of interest in our pipeline will result in binding orders or sales. It is also difficult for us to predict how quickly we will be able to fill binding orders in the event that we obtain multiple orders with the same requested delivery date. In addition, revenue is expected to be recognized in stages, and customers may in some cases delay actual cash payments regardless of progressive billings. Additionally, a customer’s ability to make payments or meet minimum purchase orders could decline during the sales process, as a customer may struggle to procure necessary financing, especially in a higher interest rate environment, or may become insolvent or declare bankruptcy. As a result, our operating results and cash flow may be materially lower than we expect.

If we fail to meet our customers’ price expectations, demand for our products could be negatively impacted and our business and results of operations could suffer.

Our long-term success will depend in part on our ability to price our products competitively. Many factors, including our production and personnel costs and our competitors’ pricing and marketing strategies, can significantly impact our pricing strategies. If we fail to meet our customers’ price expectations in any given period, demand for our products could be negatively impacted and our business and results of operations could suffer.

We expect to contract with a number of large companies that have considerable bargaining power, which may require us to agree to terms and conditions that could have an adverse effect on our business or ability to recognize revenues.

We expect that a number of our potential customers will be large companies. These customers generally have greater purchasing power than smaller entities and, accordingly, often request and receive more favorable terms from suppliers. As we seek to expand our sales, we may be required to agree to terms and conditions that are favorable to our customers and that may affect the timing of our ability to recognize revenue, increase our costs, and have an adverse effect on our business, financial condition, and results of operations. Furthermore, large customers have increased buying power and ability to require onerous terms in our contracts with them, including pricing, annual cost reduction targets, warranties, and indemnification terms. If we are unable to satisfy the terms of these contracts, it could result in liabilities of a material nature, including litigation, damages, additional costs, loss of market share, and loss of reputation. Additionally, the terms these large customers require, such as most-favored customer or exclusivity provisions, may impact our ability to do business with other customers and generate revenues from such customers. Such customers may also have a greater ability to push back on attempts to pass on increases in our operating and procurement costs.

 

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We currently partner with and derive a portion of our revenue from government entities, and significant changes in the contracting or fiscal policies of such government entities could have an adverse effect on our business and operating results.

We currently partner with and derive a portion of our revenue from contracts with certain government entities, and the growth of our business may be impacted by our partnerships with such government entities and on our successful procurement of additional government contracts. However, demand is often unpredictable from government entities, and there can be no assurance that we will be able to generate further revenue from the public sector. While we had no revenue from government entities for the year ended December 31, 2020 or the six months ended June 30, 2022, revenue from government entities for the year ended December 31, 2021 amounted to approximately 13% of our total revenue. Factors that could impede our ability to generate revenue from government contracts, include, but are not limited to:

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public sector budgetary cycles and funding authorizations;

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changes in fiscal or contracting policies;

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decreases in available government funding;

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changes in government programs or applicable requirements;

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disadvantageous terms contained in such contracts, including with respect to pricing, milestones and payment terms;

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the adoption of new laws or regulations or changes to existing laws or regulations;

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potential delays or changes in the government appropriations or other funding authorization processes; and

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higher expenses associated with, or delays caused by, diligence and qualifying or maintaining qualification as a government vendor.

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The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our blue laser technology in the future or otherwise have an adverse effect on our business, operating results and prospects.

Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results.

Our business is subject to price competition. Such price competition may adversely affect our results of operation, especially during periods of decreased demand, as decreased demand would adversely impact the volume of our sales. If our business is not able to offset price reductions resulting from these pressures, or decreased volume of sales due to contractions in the market, by improved operating efficiencies and reduced expenditures, then our operating results will be adversely affected.

Certain of our operating costs are fixed and cannot readily be reduced, which would diminish the positive impact of any cost-saving measures or restructuring programs on our operating results. To the extent the demand for our products slows, or the market for laser systems contracts, we may be faced with excess manufacturing capacity and related costs that cannot readily be reduced, which will adversely impact our financial condition and results of operations.

If we are not able to continue to reduce our cost structure in the future, our ability to become profitable may be impaired.

Over time, we must achieve commercial production levels and effectively manage the manufacturing costs for our laser systems. While we have sought, and will continue to seek, to manage our manufacturing and services costs, the cost of components and raw materials, for example, could increase in the future, particularly if high rates of inflation continue. Any such increases could slow our growth and cause our financial results and operational metrics to suffer. In addition, we may face increases in our other expenses, including increases in wages or other labor costs, as well as marketing, sales or related costs. We may continue to make significant investments to drive growth in the future. Increases in any of these costs or our failure to achieve expected or contractually required cost reductions could adversely affect our results of operations

 

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and financial condition and harm our business and prospects. If we are unable to reduce our cost structure sufficiently in the future, we may not be able to achieve profitability, which could have a material adverse effect on our business and prospects. In addition, until we generate meaningful revenue from sales of our products, we will remain limited in our ability to pass on the cost of any price increases in the cost of components or our operations to our customers.

In the event of future growth, our information technology systems and our internal control over financial reporting and procedures may not be adequate to support our operations.

In the event of future growth, our information technology systems and our internal control over financial reporting and procedures may not be adequate to support our operations. To manage such growth in operations and personnel, we will need to continue to improve our operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in an increased risk of fraud, information security vulnerabilities or other operational difficulties, any of which could adversely affect our business and results of operations.

We are highly dependent on current key executives and if we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could suffer.

We believe that our success and our ability to reach our strategic objectives are highly dependent on our ability to recruit and retain key management, technical, engineering, production and sales personnel. In particular, we are highly dependent on the services of Ron Nicol, our Executive Chairman, Dr. Mark Zediker, our Chief Executive Officer, Brian Knaley, our Chief Financial Officer, Brian Faircloth, our Chief Operating Officer, and Andrew Dodd, our Vice President of Global Sales. If we are unable to recruit or retain any of our key employees, this could disrupt our operations, delay the development and introduction of our products and services and negatively impact our business, prospects, financial condition and operating results. For example, a lack of qualified labor to operate our production process may slow our production and impact our production cost and schedule.

We cannot assure you that we will be able to successfully recruit and retain key management, technical, engineering, production and sales personnel, especially the senior leadership necessary to grow our business. Competition for qualified personnel is especially intense in the laser industry and is increasing as there is and for the foreseeable future will continue to be a scarcity of skilled personnel with the requisite experience. As a manufacturing company, many employee roles require the employee to be on-site at our facilities and cannot be conducted remotely, which limits the pool of potential employees for such roles to persons located in proximity to our facilities or who are willing to relocate or commute longer distances.

If we lose a member of our management team or other key employee, it may prove difficult for us to replace him or her with a similarly qualified individual with experience in the laser industry, which could impact our business and operating success. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees.

Labor disputes could disrupt our ability to serve our customers or lead to higher labor costs.

None of our full-time employees are currently represented by unions or covered by collective bargaining agreements. If a union sought to organize any of our employees, such organizing efforts or collective bargaining negotiations could potentially lead to work stoppages or slowdowns or strikes by certain of our employees, which could adversely affect our ability to serve our customers. Further, settlement of actual or threatened labor disputes or an increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor costs, productivity and flexibility.

Our expectations and targets regarding the times when we will launch our products depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which if incorrect or flawed, could have a material adverse effect on our actual operating results and performance.

Our expectations and targets regarding the times when we will launch our products reflect our current expectations and estimates. Whether we will achieve these objectives when we expect depends on a number of factors, many of which are outside our control, including, but not limited to:

 

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success and timing of our development activity and ability to develop systems that achieve our desired performance metrics and achieve any requisite industry validations;

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unanticipated technical or manufacturing challenges or delays;

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difficulties identifying or constructing the necessary research and development and manufacturing facilities;

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whether we can obtain sufficient capital when required to ramp up our manufacturing facilities and operations and sustain and grow our business;

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competition, including from established and future competitors;

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our ability to manage our growth;

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adverse developments in relationships with any partners, including termination of any partnerships or changes in our partners’ timetables and business plans, which could hinder our development efforts;

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whether we can manage relationships with key suppliers and the availability of the raw materials and components we need to procure from them;

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our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel;

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the availability of sufficient funding prior to Closing, an absence of which may delay our ability to launch new products due to our inability to hire key personnel and procure critical equipment needed to prepare for larger-scale manufacturing and commercialization; and

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the overall strength and stability of domestic and international economies more generally and the effect of economic factors on further investments on capital equipment in particular.

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Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned and our business, results of operations and financial results.

Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

This proxy statement/prospectus includes estimates of our target addressable market and our serviceable addressable market. Market opportunity estimates and growth forecasts, whether obtained or derived from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Recent years have been marred by unexpected events and crises, including natural and man-made disasters, financial crashes, pandemics and political upheaval. If this trend continues, forecasts may prove to be especially unreliable.

The estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of our target addressable market and our serviceable addressable market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding our target addressable market and our serviceable addressable market are difficult to predict, especially in light of the nascent stage of our industry. The estimated target addressable market and serviceable addressable market may not materialize for many years or at all, and even if the markets meet the size estimates and growth forecasted in this proxy statement/prospectus, our business could fail to capture a meaningful share of the market or grow at similar rates.

Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.

The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenues or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenues and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over- or understated, which could materially and adversely affect our business, financial condition and results of operations.

 

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Operational costs can be difficult to predict and may include costs from requirements related to the decommissioning of our systems.

We will rely heavily on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our laser systems will be comprised of many components. The components of our laser systems may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of our laser systems or their constituent components may significantly affect the intended operational efficiency and performance. In addition, our laser systems may need to be decommissioned from time to time, and the related costs could be significant given the expected size and complexity of our laser systems and of our powder bed metal printers in particular. Operational performance and costs, including those related to project stoppage, can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with manufacturing, assembling, commissioning, testing or decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, administrative fines, increased insurance costs and potential legal liabilities, all of which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.

We expect to incur significant research and development expenses and devote substantial resources to commercializing new products, which could increase our losses and negatively impact our ability to achieve or maintain profitability.

We require significant capital to develop our laser systems and expect to incur significant expenses, including, but not limited to, those relating to research and development, procurement of raw materials and components, leases, sales and distribution as we build our brand and market our laser systems, and general and administrative costs as we scale our operations. Our ability to become profitable in the future will not only depend on our ability to successfully develop and market our laser systems, but also to control our costs. If we are unable to efficiently design, appropriately price, and cost-effectively produce, sell and distribute our laser systems, our anticipated margins, profitability and prospects would be materially and adversely affected.

Our ability to use net operating loss (“NOL”) carryforwards and other tax attributes may be limited in connection with the proposed Business Combination and other ownership changes.

We have incurred significant net losses during our history and our ability to become profitable in the near future is uncertain. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire (if at all). As of December 31, 2021, we had approximately $33 million and $23 million of federal and state net operating loss carryforwards (“NOLs”), respectively. These amounts included approximately $1.2 million of federal research and development tax credits.