Nuburu, Inc. agreed to acquire Tailwind Acquisition Corp. (NYSE:TWND) from Tailwind Sponsor LLC and others on August 4, 2022. Nuburu, Inc. entered into a business combination agreement to acquire Tailwind Acquisition Corp. from Tailwind Sponsor LLC and others for approximately $350 million in a reverse merger transaction on August 5, 2022. As a part of transaction, TWND will issue 35,000,000 new shares of Common Stock to Nuburu. Each holder of Class A common stock of TWND will receive one unlisted share of Series A Preferred Stock of the surviving company upon the closing for each share of TWND Class A common stock held immediately following the closing. The business combination values NUBURU at a pre-money enterprise value of approximately $350 million, at a price of $10.00 per common share. Upon the closing of the transaction, the combined company will be named NUBURU, Inc. and expects to be traded under the ticker symbol “BURU.” As of October 7, 2022, Tailwind Acquisition Corp shall transfer listing to the NYSE American LLC (“ NYSE American ”), where TWND has been approved for listing. In connection with listing on NYSE American, TWND will voluntarily delist from The New York Stock Exchange. The combined company will continue to be based in Centennial, CO, and led by Mark Zediker, Chief Executive Officer, Co-Founder and President of NUBURU, and other key executive leadership. In the event that this Agreement is terminated by Nuburu, Nuburu must pay Tailwind a termination fee of $15 million within two Business Days of such termination.

Under the terms of the Business Combination Agreement, the obligations of Nuburu and Tailwind to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions: (i) the Written Consent of the stockholders of Nuburu shall have been delivered to Tailwind; (ii) the SPAC Proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of Tailwind in accordance with the SPAC Organizational Documents and Law; (iii) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination, including the Merger, illegal or otherwise prohibiting consummation of the Business Combination; (iv) the Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings f or purposes of suspending the effectiveness of the Registration Statement shall have been initiated or threatened by the SEC; and (v) Tailwind shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) and all members of TWND shall have executed written resignations effective as of the Effective Time. The board of directors of TWND and NUBURU have each unanimously approved the proposed transaction on August 4, 2022. The shareholders meeting of Tailwind is scheduled on September 7, 2022. As of December 27, 2022, the shareholders of TWND have approved the deal. As of January 9, 2023, Tailwind Acquisition Corp. drew an aggregate $75,000 pursuant to the Promissory Note, dated September 9, 2022, between Tailwind and Tailwind Sponsor LLC, which Extension Funds Tailwind deposited into Tailwind's trust account for its public shareholders. This deposit enables Tailwind to extend the date by which it must complete its initial business combination from January 9, 2023 to February 9, 2023. Transaction is expected to be completed in early 2023.

Loop Capital Markets LLC and Tigress Financial Partners LLC are serving as capital markets advisors to NUBURU and TWND. Justin Salon of Morrison Foerster is serving as legal counsel to both capital markets advisors. Adam Turteltaub and Danielle Scalzo of Willkie Farr & Gallagher LLP serving as legal advisors to TWND. Michael J. Danaher, Brendan Ripley Mahan and Brian Dillavou of Wilson Sonsini Goodrich & Rosati, PC serving as legal advisors to NUBURU. Blueshirt Capital Advisors is serving as investor relations advisor to NUBURU. Withum Smith+Brown, PC is serving as the independent auditor for NUBURU. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as information agent with a service fee of $12,500 to TWND. Willkie Farr & Gallagher LLP acted as legal due diligence provider to Tailwind. Kirkland & Ellis LLP acted as legal advisor to Tailwind. Cohen & Company Capital Markets, LLC acted as financial advisor to Tailwind Acquisition Corp.

Nuburu, Inc. completed the acquisition of Tailwind Acquisition Corp. (NYSE:TWND) from Tailwind Sponsor LLC and others on January 31, 2023.