Tailwind Acquisition Corp. Transfers Listing to NYSE American LLC
07 Oktober 2022 - 1:00PM
Business Wire
Tailwind Acquisition Corp. (“TWND”) (NYSE: TWND.U, TWND, TWND
WS), a special purpose acquisition company, announced today that it
will transfer its listing to the NYSE American LLC (“NYSE
American”), where it has been approved to list. In connection with
the transfer, TWND will voluntarily delist from The New York Stock
Exchange. TWND’s decision to transfer to the NYSE American was
motivated by several factors, including more favorable thresholds
for continued listing on the NYSE American. Following the transfer,
TWND intends to continue to file the same types of periodic reports
and other information it currently files with the Securities and
Exchange Commission (the “SEC”). TWND anticipates the transfer to
the NYSE American to occur on or about October 12, 2022.
Caution Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended, including certain
financial forecasts and projections. All statements other than
statements of historical fact contained in this press release,
including statements as to the listing of TWND and the filing of
periodic reports and other information, are forward-looking
statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including “may,”
“should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “plan,” “targets,” “projects,” “could,”
“would,” “continue,” “forecast” or the negatives of these terms or
variations of them or similar expressions. All forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. All
forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by TWND and its
management, and Nuburu, Inc. (“NUBURU”) and its management, as the
case may be, are inherently uncertain and many factors may cause
the actual results to differ materially from current expectations
which include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination agreement with respect to
the business combination; (2) the outcome of any legal proceedings
that may be instituted against NUBURU, TWND, the combined company
or others following the announcement of the business combination
and any definitive agreements with respect thereto; (3) the
inability to complete the business combination due to the failure
to obtain approval of the stockholders of TWND or the stockholders
of NUBURU, or to satisfy other closing conditions of the business
combination; (4) changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; (5) the ability to
meet the listing standards of NYSE American or another securities
exchange following the consummation of the business combination;
(6) the risk that the business combination disrupts current plans
and operations of NUBURU as a result of the announcement and
consummation of the business combination; (7) the inability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the
business combination; (9) changes in applicable laws or
regulations; (10) the possibility that NUBURU or the combined
company may be adversely affected by other economic, business
and/or competitive factors; (11) the inability to obtain financing
from Lincoln Park Capital; (12) the risk that the business
combination may not be completed in a timely manner or at all,
which may adversely affect the price of TWND’s securities; (13) the
risk that the transaction may not be completed by TWND’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by TWND;
(14) the impact of the COVID-19 pandemic, including any mutations
or variants thereof, and its effect on business and financial
conditions; (15) volatility in the markets caused by geopolitical
and economic factors; and (16) other risks and uncertainties set
forth in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in TWND’s Form S-1 (File No.
333-248113), Quarterly Report on Form 10-Q for the period ended
June 30, 2022 and registration statement on Form S-4 (File No.
333-267403) that TWND filed with the SEC on September 13, 2022,
which includes a document that will serve as a prospectus and proxy
statement of TWND, referred to as a proxy statement/prospectus and
other documents filed by TWND from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither TWND nor
NUBURU gives any assurance that either TWND or NUBURU or the
combined company will achieve its expected results. Neither TWND
nor NUBURU undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
Important Information and Where to Find It
This press release relates to a proposed transaction between
TWND and NUBURU. TWND filed a registration statement on Form S-4
with the SEC on September 13, 2022, which includes a document that
will serve as a prospectus and proxy statement of TWND (the
“Business Combination Proxy Statement”). The Business Combination
Proxy Statement will be sent to all TWND stockholders. TWND also
will file other documents regarding the proposed transaction with
the SEC.
Before making any voting decision, investors and security
holders of TWND are urged to read the registration statement, the
Business Combination Proxy Statement and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the Business Combination
Proxy Statement and all other relevant documents filed or that will
be filed with the SEC by TWND through the website maintained by the
SEC at www.sec.gov. The documents filed by TWND with the SEC also
may be obtained free of charge upon written request Tailwind
Acquisition Corp., 1545 Courtney Avenue, Los Angeles, CA 90046.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, 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 PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Learn more at https://twnd.tailwindacquisition.com/.
Participants in Solicitation
TWND and NUBURU and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from TWND’s stockholders in connection with the proposed
transactions. TWND’s stockholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and executive officers of TWND listed in TWND’s
registration statement on Form S-4, which is expected to be filed
by TWND with the SEC in connection with the business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to TWND’s
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus on Form S-4 for
the proposed business combination, which is expected to be filed by
TWND with the SEC in connection with the business combination.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy, sell or
solicit any securities or any proxy, vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20221007005137/en/
Tailwind Acquisition Corp. - Media Inquiries Sara Zick
Moxie Communications tailwind@moxiegrouppr.com
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