Securities Registration (section 12(b)) (8-a12b)
11 Octobre 2022 - 2:01PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
TAILWIND ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39489 |
|
85-1288435 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1545 Courtney Ave
Los Angeles, California |
|
90046 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (646) 432-0610
Not Applicable
(Former name or former address, if changed since
last report)
Title of Each Class
to be Registered
|
Name of Each Exchange on Which
Each Class is
to be Registered |
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant |
NYSE American LLC |
|
|
Class A Common Stock included as part of the units |
NYSE American LLC |
|
|
Redeemable Warrants included as part of the units, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
NYSE American LLC |
If this form relates to the registration of a
class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please
check the following box. x
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. ¨
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation
A offering statement file number to which this form relates: 333-249497 (If applicable)
Securities to be registered pursuant to Section 12(g) of
the Act:
N/A
(Title of Class)
Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered
hereby are the units, Class A common stock and warrants to purchase shares of Class A common stock of Tailwind Acquisition Corp.
(“TWND”). The description of the units, Class A common stock and warrants contained in the section entitled “Description
of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-248113) initially filed with the U.S. Securities and Exchange Commission on August 18, 2020, as amended from time to time (the “Registration
Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus
supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference
herein.
The following exhibits have
been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:
Exhibit No. |
Description |
3.1 |
Amended and Restated Certificate of Incorporation of Tailwind Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Tailwind Acquisition Corp.’s Registration Statement on Form S-4 (File No. 333-267403), filed on September 13, 2022). |
3.2 |
Amended and Restated Bylaws of Tailwind Acquisition Corp. (incorporated by reference to Exhibit 3.2 to the Tailwind Acquisition Corp.’s Registration Statement on Form S-4 (File No. 333-267403), filed on September 13, 2022). |
4.1 |
Specimen Unit Certificate of Tailwind Acquisition Corp. (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Tailwind Acquisition Corp.’s Registration Statement on Form S-1, filed on August 26, 2020). |
4.2 |
Specimen Class A Common Stock Certificate of Tailwind Acquisition Corp. (incorporated by reference to Amendment No. 1 to Tailwind Acquisition Corp.’s Registration Statement on Form S-1, filed on August 26, 2020). |
4.3 |
Specimen Warrant Certificate of Tailwind Acquisition Corp. (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to Tailwind Acquisition Corp.’s Registration Statement on Form S-1, filed on August 26, 2020). |
4.4 |
Warrant Agreement, dated September 9, 2020, by and between Tailwind Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Tailwind Acquisition Corp.’s Current Report on Form 8-K, filed on September 9, 2020). |
10.1 |
Investment Management Trust Agreement, dated as of September 9, 2020, by and between Tailwind Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Tailwind Acquisition Corp.’s Current Report on Form 8-K, filed on September 9, 2020). |
10.2 |
Registration and Shareholder Rights Agreement among the Company, the Sponsor, the Underwriter and certain directors of the Company (incorporated by reference to Exhibit 10.3 to Tailwind Acquisition Corp.’s Current Report on Form 8-K, filed on September 9, 2020). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October 11, 2022
|
TAILWIND ACQUISITION CORP. |
|
|
|
By: |
/s/ Chris Hollod |
|
Name: |
Chris Hollod |
|
Title: |
Chief Executive Officer |
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