Tailwind Acquisition Corp. (Form: S-4/A, Received: 12/08/2022 16:55:20)

As filed with the Securities and Exchange Commission on December 8, 2022

No. 333-267403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.

4 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TAILWIND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

6770

(Primary Standard Industrial
Classification Code Number)

85-1288435

(I.R.S. Employer
Identification No.)

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:

Adam Turteltaub, Esq.; Danielle Scalzo,
Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212) 728-8000
Fax: (212) 728-9000

Michael J. Danaher, Esq.; Brian Dillavou,
Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Tel: (650) 320-4625

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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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.

EXPLANATORY NOTE

Tailwind Acquisition Corp. is filing this Amendment No. 4 to its registration statement on Form S-4 (File No. 333-267403) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMTION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statements Schedules.

Exhibit		Description
2.1^†		Business Combination Agreement, dated as of August 5, 2022, by and among Tailwind Acquisition Corp., Compass Merger Sub, Inc. and Nuburu, Inc. (included as Annex A to the proxy statement/prospectus).
3.1		Amended and Restated Certificate of Incorporation of Tailwind (incorporated by reference to Exhibit 3.1 of Tailwind’s Current Report on Form 8-K, filed with the SEC on September 9, 2020).
3.2		Amended and Restated Bylaws of Tailwind (incorporated by reference to Exhibit 3.2 of Tailwind’s Current Report on Form 8-K, filed with the SEC on September 9, 2020).
3.3^		Form of Amended and Restated Certificate of Incorporation of New Nuburu (included as Annex B to the proxy statement/prospectus).
3.4^		Form of Certificate of Designations of New Nuburu (included as Annex C to the proxy statement/prospectus).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the SEC on August 26, 2020).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the SEC on August 26, 2020).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the SEC on August 26, 2020).
4.4		Warrant Agreement, dated as of September 9, 2020, by and between Tailwind and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020).
5.1^		Opinion of Willkie Farr & Gallagher LLP.
8.1^		Tax Opinion of Willkie Farr & Gallagher LLP.
10.1		Investment Management Trust Agreement, dated as of September 9, 2020, by and between Tailwind and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020).
10.2		Registration and Stockholder Rights Agreement, dated as of September 9, 2020, by and between Tailwind and Tailwind Sponsor (incorporated by reference to Exhibit 10.3 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020).
10.3		Letter Agreement, dated as of September 3, 2020, among Tailwind, the Sponsor and Tailwind’s officers and directors (incorporated by reference to Exhibit 10.4 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020).
10.4		Amendment to Letter Agreement, dated November 22, 2022, by and among Tailwind, the Sponsor, and Tailwind’s officers and directors (incorporated by reference to Exhibit 10.4 to Tailwind’s Current Report on Form 8-K filed with the SEC on November 22, 2022).
10.5		Administrative Services Agreement, dated as of September 9, 2020, by and between Tailwind and the Sponsor (incorporated by reference to Exhibit 10.5 to Tailwind’s Current Report on Form 8-K, filed with the SEC on September 9, 2020).
10.6		Sponsor Support and Forfeiture Agreement, dated as of August 5, 2022, by and among the Sponsor, Tailwind and Nuburu (incorporated by reference to Exhibit 10.1 to Tailwind’s Current Report on Form 8-K filed with the SEC on August 8, 2022).
10.7		Amendment to Sponsor Support and Forfeiture Agreement, dated November 22, 2022, by and among Tailwind, Nuburu, and the Sponsor (incorporated by reference to Exhibit 10.1 to Tailwind’s Current Report on Form 8-K filed with the SEC on November 22, 2022).
10.8		Stockholder Support Agreement, dated as of August 5, 2022, by and among Tailwind and certain stockholders of Nuburu (incorporated by reference to Exhibit 10.2 to Tailwind’s Current Report on Form 8-K filed with the SEC on August 8, 2022).

II-1

Exhibit		Description
10.9		Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among Tailwind and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.3 to Tailwind’s Current Report on Form 8-K filed with the SEC on August 8, 2022).
10.10		Amendment to Amended and Restated Registration Rights Lock-up, Agreement, dated November 22, 2022, by and among Tailwind and the Holders (defined therein) (incorporated by reference to Exhibit 10.2 to Tailwind’s Current Report on Form 8-K filed with the SEC on November 22, 2022).
10.11		Preferred Stock Sale Option Agreement, dated August 5, 2022, by and among Tailwind and the parties listed on Schedule A thereto (incorporated by reference to Exhibit 10.4 to Tailwind’s Current Report on Form 8-K filed with the SEC on August 8, 2022).
10.12		Amendment to Preferred Stock Sale Option Agreement, dated November 22, 2022, by and among Tailwind and the Holders (as defined therein) (incorporated by reference to Exhibit 10.3 to Tailwind’s Current Report on Form 8-K filed with the SEC on November 22, 2022).
10.13		Second Amendment to Preferred Stock Sale Option Agreement, dated November 28, 2022, by and among Tailwind and the Holders (as defined therein) (incorporated by reference to Exhibit 10.1 to Tailwind’s Current Report on Form 8-K filed with the SEC on November 29, 2022).
10.14		Purchase Agreement, dated August 5, 2022, by and among Tailwind, Nuburu and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.5 to Tailwind’s Current Report on Form 8-K filed with the SEC on August 8, 2022).
10.15		Registration Rights Agreement, dated August 5, 2022, by and among Tailwind, Nuburu and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.6 to Tailwind’s Current Report on Form 8-K filed with the SEC on August 8, 2022).
10.16^#		Form of Nuburu, Inc. 2022 Equity Incentive Plan (included as Annex D to the proxy statement/ prospectus).
10.17^#		Form of Nuburu, Inc. 2022 Employee Stock Purchase Plan (included as Annex E to the proxy statement/prospectus).
10.18^#†		Amended and Restated Employment Agreement, effective December 3, 2022, by and between Nuburu and Mark Zediker.
10.19^#		Employment Agreement, effective December 2, 2022, by and between Nuburu and Brian Knaley.
10.20^#†		Amended and Restated Employment Agreement, effective December 2, 2022, by and between Nuburu and Brian Faircloth.
10.21^#†		Independent Contractor Agreement, effective April 1, 2022, by and between Nuburu and Jean-Michel Pelaprat.
10.22^#		Form of Director Letter Agreement.
10.23		Anzu Designee Letter Agreement dated November 28, 2022, by and among Tailwind and the Holders (as defined therein) (incorporated by reference to Exhibit 10.2 to Tailwind’s Current Report on Form 8-K filed with the SEC on November 29, 2022).
10.24^†		Amended and Restated Lease Agreement between CSM Equities, L.L.C. and Nuburu, Inc., dated September 26, 2019.
21.1^		List of Subsidiaries of Tailwind.
23.1^		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm for Tailwind.
23.2^		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm for Nuburu.
23.3^		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).
23.4^		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 8.1).

II-2

Exhibit		Description
24.1^		Powers of Attorney (included on the signature page of the initial filing of this registration statement).
99.1^		Form of Proxy Card for Tailwind’s Special Meeting.
99.2^		Consent of Dr. Mark Zediker as Director Nominee.
99.3^		Consent of Ron Nicol as Director Nominee.
99.4^		Consent of Dr. Ake Almgren as Director Nominee.
99.5		Consent of Daniel Hirsch as Director Nominee.
99.6^		Consent of Lily Yan Hughes as Director Nominee.
99.7^		Consent of Kristi Hummel as Director Nominee.
99.8^		Consent of Elizabeth Mora as Director Nominee.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107		Calculation of Filing Fee Table

^	Previously filed.

†	Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

#	Indicates management contract or compensatory plan or arrangement.

II-3

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of New York, State of New York on the 8^th day of December, 2022.

	Tailwind Acquisition Corp.

	By:	/s/ Chris Hollod
		Name: Chris Hollod
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Chris Hollod	Chief Executive Officer	December 8, 2022
Chris Hollod

/s/ Philip Krim	Chairman	December 8, 2022
Philip Krim

/s/ Matt Eby	Chief Financial Officer	December 8, 2022
Matt Eby

*	Director	December 8, 2022
Alan Sheriff

*	Director	December 8, 2022
Wisdom Lu

*	Director	December 8, 2022
Boris Revsin

*	Director	December 8, 2022
Will Quist

* By:	/s/ Chris Hollod
	Chris Hollod
	Attorney-in-fact

II-4

Exhibit 99.5

Consent to be Named as a Director Nominee

In connection with the filing by Tailwind Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a person who has agreed to serve as a director of New Nuburu (as defined in the Registration Statement). I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

Dated: December 8, 2022

	By:	/s/ Daniel Hirsch

	Name: Daniel Hirsch

Exhibit 107

Calculation of Filing Fee Table

Form S-4

(Form Type)

Tailwind Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Titles	Fee Calculation or Carry Forward Rule	Amount Registered⁽¹⁾	Proposed Maximum Offering Price Per Security			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee

Newly Registered Securities
Fees to be Paid
	Equity	New Nuburu Series A Preferred Stock⁽²⁾		240,642	$	0.00	⁽²⁾	$	0.00	⁽³⁾	.0001120		$	0.00
	Equity	New Nuburu Common Stock issuable upon the conversion of the New Nuburu Series A Preferred Stock⁽⁴⁾		481,284	$	0.00	⁽⁴⁾	$	0.00	⁽⁵⁾	.0001120		$	0.00
Fees Previously Paid
	Equity	New Nuburu Series A Preferred Stock⁽²⁾		15,874	$	0.00	⁽²⁾	$	0.00	⁽³⁾	.0001120		$	0.00
	Equity	New Nuburu Common Stock issuable upon the conversion of the New Nuburu Series A Preferred Stock⁽⁴⁾		31,748	$	0.00	⁽⁴⁾	$	0.00	⁽⁵⁾	.0001120		$	0.00
	Equity	New Nuburu Common Stock⁽⁶⁾		35,000,000	$	10.02	⁽⁷⁾	$	350,700,000	⁽⁷⁾	.0000927	⁽⁸⁾	$	32,509.89
	Equity	New Nuburu Series A Preferred Stock⁽²⁾		5,943,636	$	0.00	⁽²⁾	$	0.00	⁽³⁾	.0000927	⁽⁸⁾	$	0.00
	Equity	New Nuburu Common Stock issuable upon the conversion of the New Nuburu Series A Preferred Stock⁽⁴⁾		11,887,272	$	0.00	⁽⁴⁾	$	0.00	⁽⁸⁾	.0000927	⁽⁸⁾	$	0.00

		Total Offering Amounts						$	350,700,000				—
		Total Fees Previously Paid											$	32,509.89
		Total Fee Offsets											$	32,509.89
		Net Fee Due											$	0.00

(1)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

The number of shares of New Nuburu Series A Preferred Stock being registered represents (i) 500,000 shares of New Nuburu Series A Preferred Stock that will be issued to Anzu Partners upon the exercise of a warrant to be issued to Anzu Partners pursuant to the Services Agreement, (ii) up to 4,232,841 shares of New Nuburu Series A Preferred Stock issued to the Tailwind public stockholders and the Sponsor at the Closing, (iii) 879,681 shares of New Nuburu Series A Preferred Stock issued to holders of the Company Notes (estimated based on Company Notes in the amount of $5.3 million issued by Nuburu as of the date of this registration statement and additional Company Notes Nuburu is currently considering issuing prior to the Closing in the amount of up to $2.0 million, and assuming accrual of interest on such Company Notes through January 9, 2023), and (iv) up to 587,630 shares of New Nuburu Series A Preferred Stock granted to Nuburu stockholders who have not waived their right to participate in the Preferred Stock Issuance (as of the date of this registration statement, Nuburu stockholders entitled to receive approximately 98% of the New Nuburu Common Stock to be issued as merger consideration pursuant to the Business Combination Agreement have agreed to waive such right by entering into the Stockholder Support Agreement (for clarity, excluding any shares to be received as a result of the conversion of any Company Notes)).

(3)

The maximum offering price for the New Nuburu Series A Preferred Stock is $0.00, because the shares are not being issued in a manner that requires the payment of a registration fee pursuant to Rule 457.

(4)

The number of shares of New Nuburu Common Stock being registered represents the sum of (i) 1,000,000 shares of New Nuburu Common Stock to be issued upon the conversion of the 500,000 shares of New Nuburu Series A Preferred Stock underlying a warrant to be issued to Anzu Partners pursuant to the Services Agreement, (ii) up to 8,465,682 shares of New Nuburu Common Stock reserved for issuance upon the conversion of up to 4,232,841 shares of New Nuburu Series A Preferred Stock issued to the Tailwind public stockholders and the Sponsor at the Closing (iii) 1,759,362 shares of New Nuburu Common Stock to be issued upon the conversion of the 879,681 shares of New Nuburu Series A Preferred Stock issued to holders of the Company Notes (estimated based on Company Notes in the amount of $5.3 million issued by Nuburu as of the date of this registration statement and additional Company Notes Nuburu is currently considering issuing prior to the Closing in the amount of up to $2.0 million, and assuming accrual of interest on such Company Notes through January 9, 2023), and (iv) up to 1,175,260 shares of New Nuburu Common Stock reserved for issuance upon the conversion of up to 587,630 shares of New Nuburu Series A Preferred Stock granted to Nuburu stockholders who have not waived their right to participate in the Preferred Stock Issuance (as of the date of this registration statement, Nuburu stockholders entitled to receive approximately 98% of the New Nuburu Common Stock to be issued as merger consideration pursuant to the Business Combination Agreement have agreed to waive such right by entering into the Stockholder Support Agreement (for clarity, excluding any shares to be received as a result of the conversion of any Company Notes)), in each case assuming an exchange ratio of 2.0 shares of New Nuburu Common Stock for issued for each share of New Nuburu Series A Preferred Stock, which is the highest possible exchange ratio under the Certificate of Designations.

(5)

The registration fee for the New Nuburu Common Stock issuable upon the conversion of the Nuburu Series A Preferred Stock is $0.00 based on Rule 457(i).

(6)

The number of shares of New Nuburu Common Stock being registered represents (i) the shares of New Nuburu Common Stock that will be issued to the holders of Nuburu Common Stock and Nuburu Preferred Stock, and to be issued upon (ii) the exercise of Nuburu Options and the vesting of Nuburu RSUs, (iii) the automatic exercise of the Nuburu warrants and (iv) the conversion of the Company Notes in connection with the Business Combination described in the proxy statement/prospectus forming part of this registration statement.

(7)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock of Tailwind on the NYSE on September 12, 2022 ($10.02 per share of Class A Common Stock) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(8)

Reflects the filing fee rate in effect at the time of the initial filing of this registration statement.

Table 2: Fee Offset Claims and Sources


		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
	Rules 457(b) and 0-11(a)(2)
Fee Offset Claims		—	—	—	—	—	—	—	—	—		—
Fee Offset Sources		—	—	—	—	—	—	—	—	—		—
	Rule 457(p)
Fee Offset Claims		—	—	—	—	—	—	—	—	—		—
Fee Offset Sources		Tailwind Acquisition Corp.	Form S-4	333-254729	March 25, 2021	—	—	—	—	—	$	32,509.89

(1)

The registrant paid a registration fee of $94,959.55 in connection with the registration of 85,500,000 shares of Class A Common Stock, par value $0.0001 per share, registered under the Registration Statement on Form S-4, filed on March 25, 2021 (File No. 333-254729) (the “Prior S-4”). The Prior S-4 was not declared effective, and no securities were sold thereunder. The Prior S-4 was withdrawn by filing a Form RW on August 23, 2021. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the initial filing of this registration statement was offset by $32,509.89, representing $32,509.89 of the $94,959.55 fee paid in connection with the Prior Registration Statement, and no filing fee is due hereunder. A total amount of $62,449.66 remains available for future setoff pursuant to Rule 457(p).

- 2 -