Tailwind Acquisition Corp. (“Tailwind”; NYSEAM: TWND, TWNDU,
TWNDW) a Special Acquisition Company (“SPAC”) and NUBURU, Inc.
(“NUBURU”), a Leading Innovator in High Power and High Brightness
Industrial Blue Laser Technology, announced today that at a special
meeting of the shareholders held today, Tailwind’s shareholders
voted to approve the previously announced business combination
between Tailwind and NUBURU as well as other proposals related to
the business combination.
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the full release here:
https://www.businesswire.com/news/home/20221226005064/en/
About Nuburu
Founded in 2015, NUBURU is a developer and manufacturer of
industrial blue lasers that leverage fundamental physics and their
high-brightness, high-power design to produce the fastest, highest
quality laser materials processing, including laser welding and
additive manufacturing of copper, gold, aluminum and other
industrially important metals. NUBURU’s industrial blue lasers
produce defect-free welds that are up to eight times faster than
the traditional approaches — all with the flexibility inherent to
laser processing.
Learn more at NUBURU.net.
About TWND
TWND is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. TWND seeks to capitalize on the decades of
combined investment experience of its management team, board of
directors and advisors who are both technology entrepreneurs as
well as technology-oriented investors with a shared vision of
identifying and investing in technology companies.
Learn more at. https://twnd.tailwindacquisition.com/
Important Information and Where to Find It
This press release relates to a proposed transaction between
TWND and NUBURU. TWND filed a definitive proxy statement/prospectus
with the SEC on December 12, 2022 (the “Business Combination Proxy
Statement”). The Business Combination Proxy Statement was to all
TWND stockholders. TWND has filed and 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 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 are able to obtain free copies of
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/.
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,
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 may
be forward-looking statements, including statements regarding the
closing. 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 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 satisfy
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 security exchange’s
listing standards 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 quarterly period
ended September 30, 2022 and the Business Combination Proxy
Statement 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.
Participants in the 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 Business Combination Proxy Statement.
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/20221226005064/en/
NUBURU - Media Contact Brian Knaley ir@nuburu.net
NUBURU - Investor Relations Contact Mark Roberts
mark@blueshirtgroup.com Michael Anderson
michael@blueshirtgroup.com
Tailwind Acquisition Corp. - Media Contact Sara Zick
Moxie Communications tailwind@moxiegrouppr.com
Tailwind Acquisition (NYSE:TWND)
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