Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Tailwind does not expect there to be any broker non-votes at the Shareholder Meeting.
Vote Required for Approval
The approval of each of the Extension Amendment Proposal and the Redemption LimitationArticles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The Tailwind Sponsor has informed us of its intent to vote all of its Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Tailwind Sponsor owns 20%approximately 79.6% of the issued and outstanding Ordinary Shares.
The following table reflects the number of additional Public Shares required to approve each proposal:
| | | | | | | Number of Additional Public Shares Required To Approve Proposal | | |||||||||
| Proposal | | | Approval Standard | | | If Only Quorum is Present and All Present Shares Cast Votes | | | If All Shares Are Present and All Present Shares Cast Votes | | ||||||
| Extension Amendment Proposal | | | Special Resolution1 | | | | | 5,750,001 | | | | | | 20,125,000 | | |
| Redemption Limitation Amendment Proposal | | | Special Resolution1 | | | | | 5,750,001 | | | | | | 20,125,000 | | |
| Adjournment Proposal | | | Ordinary Resolution2 | | | | | 2,156,251 | | | | | | 12,937,501 | | |
| Proposal | | | Approval Standard | | | If All Shares Are Present and All Present Shares Cast Votes | |
| Articles Amendment Proposal | | | Special Resolution1 | | | 0 | |
| Trust Amendment Proposal | | | 65% of Issued and Outstanding | | | 0 | |
| Adjournment Proposal | | | Ordinary Resolution2 | | | 0 | |
Voting Your Shares
If you were a holder of record of Ordinary Shares as of the close of business on January 30, 2023,[•], the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
There are three ways to vote your Ordinary Shares at the Shareholder Meeting:
Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder
Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on February 17,[•], 2023.
Voting in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your
1
Under Cayman law, a special resolution requires the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
2
Under Cayman law, an ordinary resolution requires the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
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name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.
Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting https://www.cstproxy.com/tailwindinternationalacquisition/2023[•] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.
Revoking Your Proxy
If you give a proxy, you may revoke it at any time before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the following:
•
you may send another proxy card with a later date;
•
you may notify Tailwind’s Chief Executive Officer in writing to Tailwind International Acquisition Corp., 150 Greenwich Street, 29th Floor New York, New York 10006, before the Shareholder Meeting that you have revoked your proxy; or
•
you may attend the Shareholder Meeting, revoke your proxy, and vote in person, as indicated above.
No Additional Matters
The Shareholder Meeting has been called only to consider and vote on the approval of the ExtensionArticles Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Shareholder Meeting, no other matters may be considered at the Shareholder Meeting if they are not included in this proxy statement, which serves as the notice of the Shareholder Meeting.
Who Can Answer Your Questions about Voting
If you are a Tailwind shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing TWNI.info@investor.morrowsodali.com.[•].info@investor.morrowsodali.com.
Redemption Rights
Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. In connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, any shareholder holding Class A Ordinary Shares may demand that Tailwind redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.174$[•] per share as of January 31,April [•], 2023, the most recent practicable date prior to the date of the proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, Tailwind will redeem these shares for a pro rata portion of funds deposited in the Trust Account
and the holder will no longer own these shares following the Shareholder Meeting. However, Tailwind will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Tailwind will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.
As a holder of Class A Ordinary Shares,Public Shareholder, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
(i)
hold Class A Ordinary Shares;
(ii)
submit a written request to Continental, Tailwind’s transfer agent, in which you (i) request that Tailwind redeem all or a portion of your Class A Ordinary Shares for cash, and (ii) identify yourself
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as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your Class A Ordinary Shares to Continental, Tailwind’s transfer agent, physically or electronically through DTC.
Holders who intend to exercise their redemption rights in connection with the Voluntary Redemption must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on February 16, 2023[•], 2022 (two business days before the initially scheduled date of the Shareholder Meeting) (the “Redemption Deadline”) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.
If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Tailwind that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption rights must be received by Continental, Tailwind’s transfer agent, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares have been delivered (either physically or electronically) to Continental, Tailwind’s transfer agent, prior to 5:00 p.m., Eastern Time, on February 16,[•], 2023 (two business days before the initially scheduled date of the Shareholder Meeting).
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.
The closing price of Class A Ordinary Shares on January 31,[•], 2023, the most recent practicable date prior to the date of this proxy statement, was $10.155$[•] per share. The cash held in the Trust Account on such date was approximately $350,997,056$[•] (including interest not previously released to Tailwind to pay its taxes) ($10.174[•] per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the initially scheduled date of the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their
ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Tailwind cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (either physically or electronically) to Tailwind’s transfer agent two business days prior to the initially scheduled date of the Shareholder Meeting.
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For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Redeeming Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.
Appraisal Rights and Dissenters’ Rights
There are no appraisal rights available to Tailwind’s shareholders in connection with the ExtensionArticles Amendment Proposal or the Redemption LimitationTrust Amendment Proposal. There are no dissenters’ rights available to Tailwind’s shareholders in connection with the ExtensionArticles Amendment Proposal and the Redemption LimitationTrust Amendment Proposal under Cayman Islands law. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the ExtensionArticles Amendment Proposal and the Redemption LimitationTrust Amendment Proposal, as described under “Redemption Rights” above.
Proxy Solicitation Costs
Tailwind is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Tailwind has engaged Morrow Sodali to assist in the solicitation of proxies for the Shareholder Meeting. Tailwind and its directors, officers and employees may also solicit proxies in person. Tailwind will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
Tailwind will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Tailwind will pay Morrow Sodali a fee of $35,000,$[•], plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Tailwind’s proxy solicitor. Tailwind will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Tailwind shareholders. Directors, officers and employees of Tailwind who solicit proxies will not be paid any additional compensation for soliciting.
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PROPOSAL NO. 1 — THE EXTENSIONARTICLES AMENDMENT PROPOSAL
Overview
Tailwind is proposing to amend its Memorandum and Articles of Association to extendchange the date by which Tailwind has to consummate a Business Combinationbusiness combination from the Original Termination Date to the Articles Extension Date so as to give Tailwind additional time to complete a Business Combination.
As contemplated by the Memorandum and Articles of Association, the holders of Tailwind’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Articles ExtensionAmendment is implemented.approved.
On January 31,[•], 2023, the most recent practicable date prior to the date of thethis proxy statement, the redemption price per share was approximately $10.174,$[•], based on the aggregate amount on deposit in the Trust Account of approximately $350,997,056$[•] as of January31, 2023[•] (including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on January 31, 2023[•] was $10.155.$[•]. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholderPublic Shareholder receiving approximately $0.019 more$[•] [more/less] per share than if the shares were sold in the open market (based on the per share redemption price as of January 31,April [•], 2023). Tailwind cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securitiesshares when such shareholders wish to sell their shares.
Reasons for the Articles Amendment Proposal
Tailwind is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Tailwind’s objective is to identify and complete a business combination by capitalizing on Tailwind’s relationships, knowledge and experience across industries to effect a positive transformation or augmentation of an existing business. After the closing of the Initial Public Offering in February 2021, and consistent with Tailwind’s business purpose, the Board and Tailwind’s management commenced an active search for potential business combination targets, leveraging Tailwind’s and the Sponsor’s network of relationships and intimate knowledge of the private company marketplace.
As of the date of this proxy statement, Tailwind has not entered into an agreement to effectuate a business combination with any of the potential targets that it has reviewed due to a variety of reasons, including, among other things: (i) the parties’ inability to reach an agreement on valuation; (ii) Tailwind’s preliminary assessment of the relevant target company’s business model, customer concentration, competitive landscape and corresponding risks to future financial performance; (iii) Tailwind’s preliminary assessment of the relevant target company’s ability to execute its business and financial plans and scale its business; (iv) alternative options available to potential targets, such as pursuing a private placement, or waiting for the capital markets to improve before pursuing a listing; and (v) material changes in the market valuations of public company transactions since the Initial Public Offering, creating divergent expectations of valuation between SPACs like Tailwind and shareholders of businesses that may be interested in pursuing a business combination.
The Board believes that such redemption right enablesTailwind will not be able to identify, agree upon and consummate a business combination with a suitable target that meets Tailwind’s criteria for a business combination at an acceptable valuation by or before the Original Termination Date. Changes in the regulatory landscape have further affected Tailwind’s prospects for consummating a business combination, including the SEC’s proposed rules relating to, among other items, enhancing disclosure in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. The Board considers that the SEC’s proposed rules, if adopted,
20
whether in the form proposed or in revised form, may materially increase the time required to negotiate and complete an initial business combination and could further impair Tailwind’s ability to complete an initial business combination by or before the Original Termination Date.
The Memorandum and Articles of Association currently provide that Tailwind has until the Original Termination Date to complete its public shareholders to determine whether to sustain their investments for an additional periodinitial business combination and, if Tailwind does not complete a Business Combination on or beforean initial business combination by the Original Termination Date.
The purpose of the Articles Amendment Proposal is to change the Original Termination Date to the Amended Termination Date such that (i) the Public Shares with the rightShareholders may elect to seek redemptionredeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection therewith. Thewith the approval of the Articles Amendment Proposal, without having to wait for approximately another five months to do so and (ii) Tailwind will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date and, subject to the approval of Tailwind’s remaining shareholders after completion of the Post-Amendment Share Redemption and the Board, believesliquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow Tailwind to return the funds to its Public Shareholders earlier and enable these shareholders to recover their investment sooner and deploy such returned funds as they see fit.
After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Tailwind would be able to complete a business combination before the Original Termination Date, the Board has determined that the Articles Amendment Proposal is in the best interests of Tailwind and its shareholders and recommends that you vote or give instruction to vote “FOR” the Articles Extension be obtained so thatAmendment Proposal.
Consequences if the Articles Amendment Proposal Is Not Approved
If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Articles Amendment Proposal, Tailwind will have anmay put the Adjournment Proposal to a vote in order to seek additional amount of time to consummate a Business Combination. Withoutobtain sufficient votes in support of the Articles Extension, Tailwind believes that TailwindAmendment Proposal. If the Adjournment Proposal is not approved by Tailwind’s shareholders, the Board may not be able to completeadjourn the Shareholder Meeting to a Business Combination onlater date or before February 23, 2023. Ifdates in the event that were to occur, Tailwind would be forced to liquidate.there
21
are insufficient votes from the holders of Ordinary Shares at the time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a conditionShareholder Meeting to the implementation ofapprove the Articles Extension. Tailwind will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Tailwind will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.
If the Exte nsionArticles Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof, and a Business Combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, Tailwind will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemcomplete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay its taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Tailwind’s remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in theeach case of clauses (ii) and (iii) to Tailwind’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Tailwind’s warrants, which will expire worthless in the event Tailwind dissolves and liquidates the Trust Account.
The Sponsor, hasthe officers and directors of Tailwind waived its righttheir rights to participate in any liquidation distribution with respect to the 8,625,000 Class B Ordinary Shares held by it.them.
In addition, each of the Articles Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other.
If the ExtensionArticles Amendment Proposal isIs Approved
If the ExtensionArticles Amendment Proposal is approved, because Tailwind shall procure thatwill not be able to complete an initial business combination by the Amended Termination Date, Tailwind will (i) immediately after the Shareholder Meeting, cease all filings requiredoperations, except for the purpose of winding up; (ii) as promptly as reasonably possible, complete the Voluntary Redemption; (iii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption, at a per-share price, payable in cash, equal to be made with the Registraraggregate amount then on deposit in the Trust Account (after taking into account the Voluntary Redemption), including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay its taxes, if any (less $100,000 of Companiesinterest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iv) as promptly as reasonably possible following such redemption and subject to the approval of Tailwind’s remaining shareholders after completion of the Post-Amendment Share Redemption and the Board, liquidate and dissolve, subject in each case to Tailwind’s obligations under Cayman Islands in connection withlaw to provide for claims of creditors and the Extension Amendment Proposal to extend the time it has to complete a Business Combination until the Articles Extension Date are made. Tailwind will then continue to attempt to consummate a Business Combination until the Articles Extension Date. Tailwind will remain a reporting company under the Exchange Act and its Class A Ordinary Shares and Public Warrants will remain publicly traded during this time.requirements of other applicable law.
In addition, Tailwind will not proceed withif the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved, or (ii) if Tailwind will have at least $5,000,001 of net tangible assets following approvalthe removal from the Trust Account of the Extension Amendment Proposal, after taking into accountamount equal to the Redemptions.pro rata portion of funds available in the Trust Account with respect to redeemed Public Shares in the Voluntary Redemption will reduce the amount remaining in the Trust Account and increase the percentage interest of Tailwind held by Tailwind’s officers, directors, the Sponsor and its affiliates.
Interests of the Sponsor and Tailwind’s Directors,Officers and OfficersDirectors
When you consider the recommendation of the Board, Tailwind shareholders should be aware that aside from their interests as shareholders, the Sponsor certain members of the Board, and Tailwind’s officers of Tailwindand directors have interests that are differentdiffer from or in addition to, thosethe interests of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Tailwind shareholders that they approve the ExtensionArticles Amendment Proposal. Tailwind shareholders should take thesethe following interests into account in when
22
deciding whether to approve the ExtensionArticles Amendment Proposal:
•
the fact that the Sponsor (and certain of Tailwind’s officers and directors who are members of the Sponsor), have invested in Tailwind an aggregate of $9,725,000, comprising of the $25,000 purchase price for 8,625,000 Class B Ordinary Shares and the $9,700,000 purchase price for 6,466,666 Private Placement Warrants. Assuming a trading price of $10.155$[•] per Class A Ordinary Share and $[•] per Public Warrant (based upon the respective closing priceprices of the Class A Ordinary Shares and the Public Warrants on the NYSE on January 31,[•], 2023, the most recent practicable date prior to the date of this proxy statement), the 8,625,000 Class B Ordinary Shares and 6,466,666 Private Placement Warrants would have an implied aggregate market value of $87,586,875.$[•]. Even if the trading price of the shares of Class A Ordinary Shares were as low as $1.13 per share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in Tailwind by the Sponsor. As a result, if we do not consummate a Business Combination is completed,by February 23, 2023, or by the Sponsor is likely to be able to make a substantial profit on its investment in Tailwind at a time when the Class A Ordinary Shares have lost significant value. On the other hand,Amended Termination Date if the ExtensionArticles Amendment Proposal is not approved, then the proceeds from the sale of the Tailwind Private Placement Warrants will be part of the liquidating distribution to the public shareholders and Tailwind liquidates without completing a Business Combination before February 23, 2023, the warrants held by our Sponsor will lose its entire investment in Tailwind;be worthless;
•
the fact that the Sponsor, Tailwind’s directors, and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a Business Combination or the Extension Amendment Proposal;Combination;
•
the fact that Tailwind’s Sponsor and Tailwind’s other current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal isif we do not approved and Tailwind fails to completeconsummate a Business Combination by February 23, 2023;2023 (or by the Amended Termination Date if the Articles Amendment Proposal is approved);
•
the indemnification of Tailwind’s existing directors and officers and the liability insurance maintained by Tailwind;
•
the fact that the Sponsor and Tailwind’s officers and directors will lose their entire investment in Tailwind and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination is not consummated by February 23, 2023.consummated. As of the date of this proxy statement there are no loans extended, fees due or outstanding out-of-pocket expenses for which the Sponsor and Tailwind’s officers and directors are awaiting reimbursement; and
•
the fact that if the Trust Account is liquidated, including in the event Tailwind is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify Tailwind to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Tailwind public share, or such lesser per public share amount as is in the Trust Account on the Termination Date, by the claims of prospective target businesses with which Tailwind has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Tailwind, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.
Redemption Rights
Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the ExtensionArticles Amendment Proposal. In connection with the ExtensionArticles Amendment Proposal, any shareholder holding Class A Ordinary Shares may demand that Tailwind redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.174$[•] per share as of January 31,[•], 2023, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, Tailwind will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Shareholder Meeting. However, Tailwind will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Tailwind will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.
As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
(i)
hold Class A Ordinary Shares;
23
(ii)
submit a written request to Continental, Tailwind’s transfer agent, in which you (i) request that Tailwind redeem all or a portion of your Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your Class A Ordinary Shares to Continental, Tailwind’s transfer agent, physically or electronically through DTC.
Holders who intend to exercise their redemption rights in connection with the Voluntary Redemption must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on February 16,[•], 2023 (two business days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.
If you hold theyour shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. Shares of Tailwind that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any request for redemption,Voluntary Redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption rights must be received by Continental, Tailwind’s transfer agent, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares have been delivered (either physically or electronically) to Continental, Tailwind’s transfer agent, prior to 5:00 p.m., Eastern Time, on February 16,[•], 2023 (two business days before the initially scheduled date of the Shareholder Meeting).
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.
The closing price of Class A Ordinary Shares on January 31,[•], 2023, the most recent practicable date prior to the date of this proxy statement, was $10.155$[•] per share. The cash held in the Trust Account on such date was approximately $350,997,056$[•] (including interest not previously released to Tailwind to pay its taxes) ($10.174[•] per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Tailwind cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
If a holder of Class A Ordinary SharesPublic Shareholder exercises his, her or its redemption rights in connection with the Voluntary Redemption, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand
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redemption by tendering or delivering your shares, share certificatecertificates (if any) and other redemption forms (either physically or electronically) to Tailwind’s transfer agent two business days prior to the initially scheduled date ofTransfer Agent as described above and the Shareholder Meeting.Articles Amendment Proposal is approved.
Vote Required for Approval
The approval of the ExtensionArticles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issuedClass A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the ExtensionArticles Amendment Proposal. The Articles Amendment Proposal is conditioned on the approval of the Trust Amendment Proposal.
As of the date of this proxy statement, the Sponsor has agreed to vote any Ordinary Shares owned by it in favor of the ExtensionArticle Amendment Proposal. AsThe Sponsor holds approximately 79.6% of the date hereof, the Sponsor owns 20% of the issued and outstanding Ordinary Shares and has not purchased any Public Shares, but may do so at any time. As a result, in addition to the Sponsor, approval of the Extension Amendment Proposal will require the affirmative vote of at least 20,125,000 Ordinary Shares held by public shareholders (or approximately 58.3% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes,shares and the affirmative vote of at least 5,750,001 Ordinary Shares held by public shareholders (or approximately 16.7% of the Class A Ordinary Shares) if only such shares as are requiredSponsor is sufficient to establish a quorum are represented atapprove the Shareholder Meeting and cast votes.Articles Amendment Proposal.
Resolution
The full text of the resolution to be voted upon is as follows:
“RESOLVED, as a special resolution that:
Article 49.7 of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (A) 23 Augustby April [•], 2023, and (B)or such later datetime as may be approved by the Members may approve in accordance with the Articles, (in any case, such date being referred to as the “Termination Date”), the Company shall (i) shall:
(a)
cease all operations except for the purpose of winding up; (ii)
(b)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-shareper-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000US$100,000 of interest to pay liquidationdissolution expenses), divided by the number of the then-outstandingthen Public Shares in issue, which redemption will completely extinguish public shareholders’Members’ rights as shareholdersMembers (including the right to receive further liquidation distributions, if any); and (iii)
(c)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholdersMembers and the Board,Directors, liquidate and dissolve, subject in each case to the Company’sits obligations under Cayman Islands law to provide for claims of creditors and toother requirements of other Applicable Law.”
Article 49.8(a) of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):
“that would modify the substance or timing of the Company’s obligation to: (i) provide for the redemption of the Public Shares in connection with a Business Combination; or (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within 30 months from the closing of the IPO,by April [•], 2023, or such later time as the Members may approve in accordance with the Articles; or”
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT TAILWIND SHAREHOLDERS VOTE “FOR” THE EXTENSIONARTICLES AMENDMENT PROPOSAL.
PROPOSAL NO. 2 — THE REDEMPTION LIMITATIONTRUST AMENDMENT PROPOSAL
Overview
On February 23, 2021, we consummated our Initial Public Offering of 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000.
On February 21, 2023, Tailwind is proposingheld an extraordinary general meeting of shareholders to (i) amend its Memorandumthe Company’s amended and Articlesrestated memorandum and articles of Associationassociation (to extend the date by which the Company has to eliminateconsummate a business combination from February 23, 2023 to August 23, 2023 and (ii) remove the requirementlimitation that Tailwind have at least $5,000,001the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) underof the Securities Exchange Act) following redemptionsAct of 1934, as amended, of less than $5,000,001. In connection with the Extension Meeting, the holders of 32,295,189 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $329,166,606.
Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Tailwind in connection with this Shareholder Meeting oreither a Business Combination.
Reasons for the Trust Amendment Proposal
We propose to amend the Trust Agreement, to change the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date, such that Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date once the Trust Amendment Proposal is approved at the Shareholder Meeting.
After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Tailwind would be able to complete a business combination before the Original Termination Date, the Board has determined that the Trust Amendment Proposal is in the best interests of Tailwind and its shareholders and recommends that you vote or give instruction to vote “FOR” the Trust Amendment Proposal.
Consequences if the Trust Amendment Proposal Is Not Approved
If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Trust Amendment Proposal, Tailwind may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Trust Amendment Proposal.
If the Trust Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Tailwind in connection with Tailwind’s inability to effect an initial Business Combination, Tailwind would not be considered a penny stock issuer and therefore a blank check company if no other exemption frombusiness combination within the rule was available.
Interests of the Sponsor and Tailwind’s Directors,Officers and OfficersDirectors
Please see “Proposal No. 2 — The Trust Amendment Proposal, Interests of the Sponsor and Tailwind’s Officers and Directors” above when you consider the recommendation of the Board. Tailwind shareholders should take thesesuch interests into account inwhen deciding whether to approve the Redemption LimitationTrust Amendment Proposal:
Vote Required for Approval
The approval of the Redemption LimitationTrust Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majoritysixty-five percent (65%) of the votes cast by the holders of the issuedClass A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxyclass. Abstentions and entitled to vote thereon at the Shareholder Meeting. Abstentionsbroker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have nothe same effect as a vote “AGAINST” the Trust Amendment Proposal. The Trust Amendment Proposal is conditioned on the approval of the Redemption LimitationArticles Amendment Proposal.
As of the date of this proxy statement, the Sponsor has agreed to vote any Ordinary Shares owned by it in favor of the Redemption LimitationArticles Amendment Proposal. AsThe Sponsor holds approximately 79.6% of the date hereof, the Sponsor owns 20% of the issued and outstanding Ordinary Shares and has not purchased any Public Shares, but may do so at any time. As a result, in addition to the Sponsor, approval of the Redemption Limitation Amendment Proposal will require the affirmative vote of at least 20,125,000 Ordinary Shares held by public shareholders (or approximately 58.3% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes,shares and the affirmative vote of at least 5,750,001 Ordinary Shares held by public shareholders (or approximately 16.7% of the Class A Ordinary Shares) if only such shares as are requiredSponsor is sufficient to establish a quorum are represented atapprove the Shareholder Meeting and cast votes.Trust Amendment Proposal.
Resolution
The full text of the resolution to be voted upon is as follows:
“(i)
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT TAILWIND SHAREHOLDERS VOTE “FOR”
THEREDEMPTION LIMITATIONTRUST AMENDMENT PROPOSAL.
THE
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal asks shareholders to approve the adjournment of the Shareholder Meeting to a later date or dates or sine die, if necessary, (i)either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the ExtensionArticles Amendment Proposal and the Redemption LimitationTrust Amendment Proposal or (ii)(y) if the holders of Public Shares have electedBoard determines it is otherwise necessary. In either such event, the Company will ask shareholders to redeem an amount of shares in connection withvote only upon the ExtensionAdjournment Proposal and not on the Articles Amendment Proposal or the Redemption LimitationTrust Amendment Proposal such that Tailwind would not adhere to the continued listing requirements of the New York Stock Exchange.Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by Tailwind’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based on the tabulated votes, there are insufficient votes from the holders of Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time of the Shareholder Meeting to approve the ExtensionArticles Amendment Proposal and the Redemption Limitation Amendment Proposal or to allow public shareholders time to reverse their redemption requests in connection with the Extension Amendment Proposal or the Redemption LimitationTrust Amendment Proposal. In such events,event, the Articles ExtensionAmendment and the Redemption Limitation Amendmentamendment to the Trust Agreement would not be implemented.
Vote Required for Approval
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.
As of the date of this proxy statement, the Sponsor has agreed to vote any Ordinary Shares owned by it in favor of the AdjournmentArticles Amendment Proposal. AsThe Sponsor holds approximately 79.6% of the date hereof, the Sponsor owns 20% of the issued and outstanding Ordinary Shares and has not purchased any Public Shares, but may do so at any time. As a result, in addition to the Sponsor, approval of the Adjournment Proposal will require the affirmative vote of at least 12,937,501 Ordinary Shares held by public shareholders (or approximately 37.5% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes,shares and the affirmative vote of at least 2,156,251 Ordinary Shares held by public shareholders (or approximately 6.3% of the Class A Ordinary Shares) if only such shares as are requiredSponsor is sufficient to establish a quorum are represented atapprove the Shareholder Meeting and cast votes.Adjournment Amendment Proposal.
Resolution
The full text of the resolution to be voted upon is as follows:
“RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Tailwind represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the ExtensionArticles Amendment Proposal and the Redemption LimitationTrust Amendment Proposal or (ii) ifwhere the holdersboard of Public Shares have elected to redeem an amountdirectors of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Tailwind would not adhere to the continued listing requirements of the New York Stock Exchange.has determined it is otherwise necessary.”
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT TAILWIND SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR REDEEMING SHAREHOLDERS EXERCISING REDEMPTION RIGHTS
FOR REDEEMING SHAREHOLDERS
The following discussion is a summary of certain material U.S. federal income tax considerations for Redeeming U.S. Holders and Redeeming Non-U.S. Holders (each as defined below) of Public Shares that elect to have their Public Shares redeemed for cash if the Extension Amendment Proposal or the Redemption LimitationArticles Amendment Proposal is approved.approved, either in pursuant to the Voluntary Redemption or the Post-Amendment Share Redemption and the expiration of Public Warrants in such event. This section applies only to investors that hold Public Shares and Public Warrants as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of its particular circumstances or status, including:including investors such as:
•
financial institutions or financial services entities;
•
broker-dealers;
•
S corporations;
•
taxpayers that are subject to the mark-to-market accounting rules;
•
tax-exempt entities;
•
governments or agencies or instrumentalities thereof;
•
tax-qualified retirement plans;
•
insurance companies;
•
regulated investment companies or real estate investment trusts;
•
expatriates or former long-term residents or citizens of the United States;
•
persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;
•
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
•
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or similar transaction;
•
persons subject to the alternative minimum tax;
•
persons whose functional currency is not the U.S. dollar;
•
controlled foreign corporations;
•
corporations that accumulate earnings to avoid U.S. federal income tax;
•
“qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) and entities whose interests are held by qualified foreign pension funds;
•
accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;
•
foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);
•
passive foreign investment companies or their shareholders; or
•
Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).
This discussion is based on current U.S. federal income tax laws as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local or non-U.S. laws. Tailwind has not sought, and Tailwind does not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax considerations described herein. The IRS may disagree with the
29
discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that
future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
This discussion does not consider the U.S. federal income tax treatment of entities or arrangements treated as partnerships or other pass-through entities (including branches) for U.S. federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”) or investors that hold our securities through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities, the U.S. federal income tax treatment of an investor holding our securities through a Flow-Through Entity generally will depend on the status of such investor and the activities of such investor and such Flow-Through Entity.
If you hold our securities through a Flow-Through Entity, we urge you to consult your tax advisor.
THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF EXERCISINGTHE REDEMPTION RIGHTS,OF PUBLIC SHARES AND EXPIRATION OF PUBLIC WARRANTS AS A RESULT OF THE ARTICLES AMENDMENT PROPOSAL, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
For purposes of this discussion, because any unit consisting of one Class A Ordinary Share and one-third of one warrant (with a whole warrant representing the right to acquire one Class A Ordinary Share) is separable at the option of the holder, Tailwind is treating any Class A Ordinary Share and one-third of one warrant to acquire one Class A Ordinary Share held by a holder in the form of a single unit as separate instruments and is assuming that the unit itself will not be treated as an integrated instrument. Accordingly, the cancellation or separation of the units in connection with the exercise of redemption rights generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position.
Certain U.S. Federal Income Tax Considerations to U.S. Shareholders
This section is addressed to Redeeming U.S. Holders (as defined below) of Tailwind’s Public Shares that elect to have their Public Shares redeemed for cash as described in the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights” and “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Redemption Rights.”cash. For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is, for U.S. federal income tax purposes:
•
an individual citizen or resident of the United States;
•
a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;
•
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
•
any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.
Tax Treatment of the Redemption — In General
Subject to the passive foreign investment company (“PFIC”PFIC”) rules discussed below under the heading “— “— Passive Foreign Investment Company Rules,” the redemption of a Redeeming U.S. Holder of Public Shares pursuant to an exercise of redemption rights described in this proxy statement is likely to be treated as a distribution of cash to such Redeeming U.S. Holder in connection with the complete liquidation of Tailwind for U.S. federal income tax purposes. However, it is possible that such redemption could be treated as a separate redemption transaction not in connection with the complete liquidation of Tailwind for U.S. federal income tax purposes.
If the redemption of a Redeeming U.S. Holder’s Public Shares pursuant to an exercise of redemption rights described in this proxy statement is treated as a distribution to such Redeeming U.S. Holder in complete
30
liquidation of Tailwind, such distribution will be treated as a payment received in exchange for such Public Shares under Section 331 of the Code and taxable to the U.S. Holder as described below under the section entitled “— Taxation of the Redemption of Public Shares Treated as a Sale.” Redeeming U.S. Holders are urged to consult with their tax advisors regarding any special reporting requirements that may be applicable.
If a redemption of a Redeeming U.S. Holder’s Public Shares pursuant to an exercise of redemption rights described in this proxy statement is not treated as a distribution to such Redeeming U.S. Holder in complete liquidation of Tailwind (a “non-liquidating redemption”), the U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises its redemption rights to receive cash in exchange for all or a portion of its Public Shares will instead depend on whether the non-liquidating redemption qualifies as a sale of the Public Shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such Redeeming U.S. Holder’s shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period
The redemption generally will qualify as a sale of such shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete redemption” of such Redeeming U.S. Holder’s interest in Tailwind or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.
For purposes of such tests, a Redeeming U.S. Holder takes into account not only shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to Public Shares owned directly, Public Shares owned by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such Redeeming U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the Public Warrants.
The redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of Tailwind’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage of Tailwind’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption actually and constructively owns less than 50 percent of the total combined voting power of Tailwind. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the shares directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares. The redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in Tailwind. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the above tests is satisfied, the redemption will be treated as a distribution with respect to the shares under Section 302 of the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution.distribution as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Corporate Distribution.”
Taxation of the Redemption of Public Shares Treated as a Sale
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” if the redemption qualifies as a sale of such Redeeming U.S. Holder’s Public Shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares.
31
Taxation of the Redemption Treated as a Corporate Distribution
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” if the redemption of a Redeeming U.S. Holder’s Public Shares is treated as a corporate distribution, such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Assuming Tailwind is a PFIC (as discussed below under “— “— Passive Foreign Investment Company Rules,”) such dividends will be taxable to an individual Redeeming U.S. Holder at regular rates and will not be eligible for the reduced rates of taxation on certain dividends received from a “qualified foreign corporation.” Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares. After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its Public Warrants or possibly in other shares constructively owned by it.
ALL REDEEMING U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.RIGHTS DESCRIBED IN THIS PROXY STATEMENT, INCLUDING ANY SPECIAL REPORTING REQUIREMENTS.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any
corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions, determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.
Because Tailwind is a blank check company with no current active business, based upon the composition of its income and assets, and upon a review of its financial statements, Tailwind believes that it likely was a PFIC for its most recent taxable year ended on December 31, 2021,2022, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:
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any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above); and
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any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the
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extent such redemption is treated as a distribution under the rules discussed under the heading “—Tax Treatment of the Redemption — In General,” above.
Under these special rules,
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the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or warrants;
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the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the Redeeming U.S. Holder in respect of the tax attributable to each such other taxable year described in the immediately preceding clause of the Redeeming U.S. Holder.
In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants)Public Warrants) by making a timely QEF election (if eligible to do so) for the taxable year that is the first year in the Redeeming U.S. Holder’s holding period of our sharesPublic Shares during which we are treated as a PFIC or, if in a later year, the Redeeming U.S. Holder made a QEF election along with a purging election. A QEF election is an election to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for
the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. The purging election creates a deemed sale of such sharesPublic Shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the sharesPublic Shares for purposes of the PFIC rules.
A Redeeming U.S. Holder may not make a QEF election with respect to its warrantsPublic Warrants to acquire our shares.Public Shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrantsPublic Warrants (other than upon exercise of such warrants)Public Warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants.Public Warrants. If a Redeeming U.S. Holder that exercises such warrantsPublic Warrants properly makes a QEF election with respect to the newly acquired sharesPublic Shares (or has previously made a QEF election with respect to our shares)Public Shares), the QEF election will apply to the newly acquired shares,Public Shares, but the adverse tax consequences relating to PFIC shares,Public Shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants)Public Warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such sharesPublic Shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the sharesPublic Shares acquired upon the exercise of the warrantsPublic Warrants for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants.Public Warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return
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by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
A Redeeming U.S. Holder’s ability to make a QEF Election with respect to Tailwind is contingent upon, among other things, the provision by Tailwind of a “PFIC Annual Information Statement” to such Redeeming U.S. Holder. Upon written request, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we would timely provide such required information.
If a Redeeming U.S. Holder has made a QEF election with respect to our shares,Public Shares, and the special tax and interest charge rules do not apply to such sharesPublic Shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such sharesPublic Shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our sharesPublic Shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata sharesPublic Shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s sharesPublic Shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning sharesPublic Shares in a QEF.
A determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held sharesPublic Shares or warrantsPublic Warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election
discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our sharesPublic Shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares.Public Shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such sharesPublic Shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares,Public Shares, the PFIC rules discussed above will continue to apply to such sharesPublic Shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such sharesPublic Shares attributable to the pre-QEF election period.
The impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made an election under Section 1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”). No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Redeeming U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its sharesPublic Shares at the end of its taxable year over the adjusted basis in its shares.Public Shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its sharesPublic Shares over the fair market value of its sharesPublic Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its sharesPublic Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the sharesPublic Shares will be treated as ordinary
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income. However, if the mark-to-market election is made by a Redeeming U.S. Holder after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Public Shares. A mark-to-market election is not available with respect to Public Warrants.
A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their sharesPublic Shares or warrantsPublic Warrants are urged to consult with their tax advisors concerning the application of the PFIC rules (including whether a QEF election, a mark-to-market election, or any other election is available and the consequences to them of any such election) in their particular circumstances.
Expiration of a Public Warrant
If the Articles Amendment Proposal is approved, the Public Warrants, which do not become exercisable unless Tailwind completes an initial business combination, will expire worthless. In such case, a Redeeming U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. The deductibility of capital losses is subject to limitations.
U.S. Federal Income Tax Considerations to Non-U.S. Shareholders
This section is addressed to Redeeming Non-U.S. Holders (as defined below) of Tailwind’s Public Shares that electexercise their redemption rights to have their sharesPublic Shares redeemed for cash as described in the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights” and “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity) of our Public Shares that so redeems its Public Shares and is not a Redeeming U.S. Holder.
Redemption of Public Shares Pursuant to An Exercise of Redemption Rights
Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who electsthat exercises its redemption rights to have its sharestheir Public Shares redeemed for cash will generally be treated in the same manner as a Redeeming U.S. shareholderHolder for U.S. federal income tax purposes. See the discussion above under “Certain“Certain U.S. Federal Income Tax Considerations to U.S. Shareholders.” However, notwithstanding such characterization, any Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption unless the gain or dividends is effectively connected with such non-U.S.Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. shareholder)Redeeming Non-U.S. Holder).
Redemption of Public Shares in Connection with the Company’s Liquidation
A Redeeming Non-U.S. holdersHolder’s receipt of shares considering exercising theircash for its Public Shares in connection with Tailwind’s liquidation is expected to be treated as a distribution to such Redeeming Non-U.S. Holder in complete liquidation of Tailwind for U.S. federal income tax purposes, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code. The consequences of such distribution to a Redeeming Non-U.S. Holder are generally as described below under the section entitled “— Taxation of the Redemption of Public Shares Treated as a Sale.” Notwithstanding such characterization, any Redeeming Non-U.S. Holder who exercises its redemption rights generally will not be subject to U.S. federal income tax on any gain recognized as a result of the redemption of its Public Shares unless the gain is effectively connected with such Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the Redeeming Non-U.S. Holder).
Redeeming Non-U.S. Holders are urged to consult their tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code and whether they will be subject to
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U.S. federal income tax on any gain recognized or dividends received as a result of the redemption based upon their particular circumstances.
Expiration of a Public Warrant
If the Articles Amendment Proposal is approved, the Public Warrants, which do not become exercisable unless Tailwind completes an initial business combination, will expire worthless. In such case, a Redeeming Non-U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. Redeeming Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on the expiration of their Public Warrants.
Foreign Account Tax Compliance Act
Under the Foreign Account Tax Compliance Act (“FATCA”FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. Under certain circumstances, a Redeeming Non-U.S. Holder might be eligible for refunds or credits of such taxes. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. If the country in which a Redeeming Non- U.S. Holder is resident has entered into an “intergovernmental agreement” with the United States regarding FATCA, the Redeeming Non-U.S. Holder may be permitted to report to that country instead of the United States, and the intergovernmental agreement may otherwise modify the requirements described in this paragraph. While withholding under FATCA generally would apply to payments of gross proceeds from the sale or other disposition of securities, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Redeeming Non-U.S. Holders are urged to consult their tax advisors regarding the possible implications of FATCA and whether it may be relevant to their disposition of their shares or warrants.
ALL REDEEMING NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS DESCRIBED IN THIS PROXY STATEMENT OR IN CONNECTION WITH TAILWIND’S LIQUIDATION, INCLUDING ANY SPECIAL REPORTING REQUIREMENTS.
Backup Withholding and Information Reporting
In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:
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fails to provide an accurate taxpayer identification number;
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is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or
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in certain circumstances, fails to comply with applicable certification requirements.
A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds
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this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.
As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the ExtensionArticles Amendment Proposal, or the Redemption Limitation Amendment Proposal andincluding any redemption of your Public Shares.Shares or expiration of your Public Warrants.
BUSINESS OF TAILWIND AND CERTAIN INFORMATION ABOUT TAILWIND
References in this section to “we,” “our,” or “us” refer to Tailwind International Acquisition Corp.
General
We are a blank check company incorporated as an exempted company in the Cayman Islands on November 18, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses in any industry or sector. We are currently reviewing a number of opportunities to enter into an initial business combination with one or more operating businesses.
Initial Public Offering and Private Placement
On February 23, 2021, we consummated our Initial Public Offering of 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252595). The SEC declared the registration statement effective on February 18, 2021. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 6,466,666 Private Placement Warrants to the Sponsor at a price of $1.50 per Tailwind Private Placement Warrant, generating gross proceeds of $9,700,000.
Transaction costs amounted to $19,571,149, consisting of $6,900,000 of underwriting fees, net of reimbursed from the underwriters, $12,075,000 of deferred underwriting fees and $596,149 of other offering costs.
Following the closing of our Initial Public Offering on February 23, 2021, an amount of approximately $345,000,000 ($10.00 per Tailwind Unit) from the net proceeds of the sale of the Units in our Initial Public Offering and the sale of the Private Placement Warrants were placed in a Trust Account, and invested in U.S. government securities, within the meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by us, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to our shareholders. Tailwind currently intends, prior to the Shareholder Meeting, to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of Tailwind. Interest on such deposit account is currently approximately 2.75% per annum, but such deposit account carries a variable rate and Tailwind cannot assure you that such rate will not decrease or increase significantly.
Extension Meeting
On February 21, 2023, Tailwind held an extraordinary general meeting of shareholders to (i) amend Tailwind’s amended and restated memorandum and articles of association (to extend the date by which the Company has to consummate a business combination from February 23, 2023 to August 23, 2023 and (ii) remove the limitation that Tailwind may not redeem public shares to the extent that such redemption would result in Tailwind having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,001. In connection with the vote to approve the Articles Amendment, the holders of 32,295,189 Class A Ordinary Shares of Tailwind properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $329,166,606.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of Tailwind’s Ordinary Shares as of JanuaryDecember 31, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Tailwind’s Ordinary Shares,2022 by:
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each person known by Tailwind to be the beneficial owner of more than 5% of Tailwind’s outstanding Class A Ordinary Shares or Class B Ordinary Shares;
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each of Tailwind’s executive officers and directors that beneficially owns shares of Tailwind’s Ordinary Shares; and
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all Tailwind’s executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants.
| | | | Class B Ordinary Shares(2) | | | Class A Ordinary Shares | | ||||||||||||||||||||||||
Name of Beneficial Owners(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Approximate Percentage of Voting Control | | |||||||||||||||
Tailwind International Sponsor LLC (our sponsor)(3) | | | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20% | | |
| Directors and Executive Offices of Tailwind | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tommy Stadlen(3) | | | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20% | | |
Philip Krim(3) | | | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20% | | |
| Nathalie Gaveau | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Constantin Eis | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Alan Sheriff | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Spencer Crawley | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Matt Eby | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Moujan Kazerani | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
| All officers and directors as a group (eight individuals) | | | | | 8,625,000 | | | | | | 100% | | | | | | | | | | | | | | | | | | 20% | | |
Saba Capital Management, L.P.(4) | | | | | | | | | | | | | | | | | 1,930,997 | | | | | | 5.6% | | | | | | 4.5% | | |
On December 15, 2020, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B Ordinary Shares. On February 18, 2021, we effected a share capitalization pursuant to which we issued 1,437,500 additional Class B Ordinary Shares, resulting in our Sponsor holding 8,625,000 Class B Ordinary Shares. Prior to the initial investment in Tailwind of $25,000 by the Sponsor, Tailwind had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. On February 21, 2023, we held a shareholder meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination. In connection with that vote, the holders of 32,295,189 Class A Ordinary Shares properly exercised their right to redeem their shares. After the satisfaction of such redemptions, there were 2,204,811 Class A Ordinary Shares outstanding. Following such redemptions, our Sponsor owned, on an as-converted basis, approximately 79.6% of our outstanding Ordinary Shares.
On February 21, 2023, our Sponsor agreed to transfer immediately following consummation of an initial business combination an aggregate of 475,000 Class B Ordinary Shares to several unaffiliated third parties. In exchange, such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,900,000 Class A Ordinary Shares of Tailwind in connection with the proposed amendment to the articles to extend the date by which Tailwind has to consummate a business combination.
| | | | Class B Ordinary Shares | | | Class A Ordinary Shares | | ||||||||||||||||||||||||
Name of Beneficial Owners(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class(2) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Approximate Percentage of Voting Control | | |||||||||||||||
Tailwind International Sponsor LLC (our Sponsor)(3) | | | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20.0% | | |
| Directors and Executive Offices of Tailwind | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Tommy Stadlen(3) | | | | | 8,625,000 | | | | | | 100% | | | | | | | | | | | | | | | | | | 20.0% | | |
Philip Krim(3) | | | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20.0% | | |
| Nathalie Gaveau | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Constantin Eis | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Alan Sheriff | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
| Spencer Crawley | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
| Matt Eby | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Moujan Kazerani | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
39
| | | | Class B Ordinary Shares | | | Class A Ordinary Shares | | ||||||||||||||||||||||||
Name of Beneficial Owners(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class(2) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Approximate Percentage of Voting Control | | |||||||||||||||
| All officers and directors as a group (eight individuals) | | | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20.0% | | |
Glazer Capital, LLC(4) | | | | | | | | | | | | | | | | | | | | | | | 3,417,479 | | | | | | 9.9% | | |
Aristeia Capital, L.L.C.(5) | | | | | | | | | | | — | | | | | | — | | | | | | 1,821,144 | | | | | | 5.3% | | |
Saba Capital Management, L.P.(6) | | | | | | | | | | | — | | | | | | — | | | | | | 1,796,431 | | | | | | 5.2% | | |
(1)
Unless otherwise noted, the business address of each of our shareholders is 150 Greenwich Street, 29th Floor, New York, New York 10006.
(2)
Interests shown consist solely of founder shares, classified as Class B ordinary shares.Ordinary Shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the prospectus related to the initial public offering.
(3)
Represents 8,625,000 shares directly held by Tailwind International Sponsor LLC. Philip Krim and Tommy Stadlen together hold voting and dispositive power over the securities held by Tailwind International Sponsor LLC and therefore may be deemed to be beneficial owners thereof. Information based solely on the Schedule 13G filed jointly by our Sponsor, Tommy Stadlen and Mr. Krim with the SEC on February 8, 2022. Our Sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
(4)
Includes Class A ordinary shares beneficially held by Glazer Capital, LLC, a Delaware limited liability company (“Glazer”) and Boaz R. Weinstein (“Mr. Glazer”), based solely on the Schedule 13G filed jointly by Glazer and Mr. Glazer, with the SEC on February 14, 2023. The business address of each of Glazer and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.
(5)
Includes Class A ordinary shares beneficially held by Aristeia Capital, L.L.C., a Delaware limited liability company (“Aristeia”), based solely on the Schedule 13G filed by Aristeia on February 13, 2023. The business address of Aristeia is One Greenwich Plaza, 3rd Floor Greenwich, CT 06830.
(6)
Includes Class A ordinary shares beneficially held by Saba Capital Management, L.P., a Delaware limited partnership (“Saba”Saba”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”GP”) and Boaz R. Weinstein (“Mr. Weinstein”Weinstein”), based solely on the Schedule 13G filed jointly by Saba, Saba GP and Mr. Weinstein, with the SEC on February 14, 2022.2023. The business address of each of Saba, Saba Capital and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174. Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
FUTURE SHAREHOLDER PROPOSALS
We have determined that it is not feasible for Tailwind to complete a Business Combination by either the Original Termination Date or the Amended Termination Date. If (x) the ExtensionArticles Amendment Proposal is approved we anticipate that we will hold another extraordinary general meeting before the Extension Date to consider and vote upon approval of a Business Combination Agreement and a Business Combination. Accordingly, if we consummate a Business Combination, Tailwind’s next annual meeting of shareholders will be held at a future date to be determined by the post-Business Combination company. If the Extension Amendment Proposal is not approved, or if it is approved but we do not consummate a Business Combination beforeby the ExtensionEarly Termination Date Tailwindor (y) the Articles Amendment Proposal is not approved and we do not consummate a Business Combination by the Original Termination Date, then the Company will dissolvecease all operations except for the purpose of winding up and liquidate. Accordingly, there will be no annual meeting in 2023.at which shareholders could submit proposals.
HOUSEHOLDING INFORMATION
Unless Tailwind has received contrary instructions, Tailwind may send a single copy of this proxy statement to any household at which two or more shareholders reside if Tailwind believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Tailwind’s expenses. However, if shareholders prefer to receive multiple sets of Tailwind’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Tailwind’s disclosure documents, the shareholders should follow these instructions:
If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at Tailwind International Acquisition Corp., 150 Greenwich Street, 29th Floor, New York, New York 10006, to inform us of his or her request; or
If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.
WHERE YOU CAN FIND MORE INFORMATION
Tailwind files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Tailwind at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.
This proxy statement is available without charge to shareholders of Tailwind upon written or oral request. If you would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Shareholder Meeting, you should contact Tailwind in writing at Tailwind International Acquisition Corp., 150 Greenwich Street, 29th Floor New York, New York 10006.
If you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, the proxy solicitor for Tailwind, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing TWNI.info@investor.morrowsodali.com.[•].info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholder Meeting, or no later than February 13,[•], 2023.
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PRELIMINARY PROXY CARD SUBJECT TO COMPLETION PROXY CARD Tailwind International Acquisition Corp.
150Corp.150 Greenwich Street, 29th Floor
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A
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DNewFloorNew York, New York 10006
EXTRAORDINARY GENERAL MEETING
OFMEETINGOF SHAREHOLDERS OF TAILWIND INTERNATIONAL ACQUISITION CORP.
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FORDIRECTORSFOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TOSHAREHOLDERSTO BE HELD ON FEBRUARY 21,[], 2023.
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated February 2,[], 2023, in connection with the extraordinary general meeting of shareholdersShareholders (the “Shareholder Meeting”“Shareholder Meeting”) of Tailwind International Acquisition Corp. (“Tailwind”) to be held at 9:00[] a.m. Eastern Time on February 21,[], 2023, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, and hereby appoints Philip Krim and Constantin Eis, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of Tailwind registered in the name provided, which the undersigned is entitled to vote at the Shareholder Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.
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(Continued and to be marked, dated and signed on reverse side)
| Please mark vote as indicated in this example THE BOARD |
or such later time as the Members may approve in accordance with the Articles, the Company shall:(a) cease all operations except for the purpose of winding up;(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.Article 49.8(a) of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):“that would modify the substance or timing of the Company’s obligation to: (i) provide for the redemption of the Public Shares in connection with a Business Combination; or (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination by April [], 2023, or such later time as the Members may approve in accordance with the Articles;” FOR AGAINST ABSTAIN Proposal No. 2The Trust Amendment ProposalRESOLVED, that Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:“(i) Commence liquidation of the Trust Account only and promptly (x) after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon April [], 2023, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;” FOR AGAINST ABSTAIN Proposal No. 3The Adjournment ProposalRESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of Tailwind represented (either in person or by proxy) to approve the Articles Amendment Proposal and the Trust Amendment Proposal or (ii) where the board of directors of Tailwind has determined it is otherwise necessary. FOR AGAINST ABSTAIN Dated: , 2023 (Signature)
(Signature (Signature if held Jointly)
Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.