Tailwind Acquisition Corp. Announces Adjournment of Special Meeting of Stockholders
July 20 2021 - 9:17AM
Business Wire
Tailwind Acquisition Corp.
(“Tailwind”) (NYSE: TWND) announced today that it convened and then
adjourned, without conducting any other business, Tailwind’s
special meeting of stockholders (the “Special Meeting”) held on
July 20, 2021. The Special Meeting has been adjourned until July
30, 2021 at 9:00 a.m. Eastern Time.
The Special Meeting is being held to vote on the proposals
described in Tailwind’s definitive proxy statement, filed with the
Securities and Exchange Commission (the “SEC”) on June 25, 2021
(the “Definitive Proxy Statement”), relating to its proposed
business combination (the “Business Combination”) with QOMPLX,
Inc.
Additional Information
In connection with the transactions contemplated by the Business
Combination Agreement, dated March 1, 2021 (the “Business
Combination Agreement”), by and among Tailwind, Compass Merger Sub,
Inc., QOMPLX and Rationem, LLC, in its capacity as the
representative of the stockholders of QOMPLX (such transactions,
the “Business Combination”), Tailwind has filed a Registration
Statement on Form S-4 (the “Registration Statement”), which
includes a definitive proxy statement/prospectus, with the U.S.
Securities and Exchange Commission (“SEC”). Tailwind has mailed the
definitive proxy statement/prospectus and other relevant documents
to its stockholders. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/prospectus
or any other document that Tailwind has sent or will send to its
stockholders in connection with the Business Combination.
Investors and security holders of Tailwind are advised to read
the proxy statement/prospectus in connection with the special
meeting to be held to approve the Business Combination (and related
matters) because the proxy statement/prospectus contains important
information about the Business Combination and the parties to the
Business Combination. The proxy statement/prospectus was mailed
to stockholders of Tailwind as of June 2, 2021, the record date
established for voting on the Business Combination. Stockholders
will also be able to obtain copies of the proxy
statement/prospectus, without charge at the SEC’s website at
www.sec.gov or by directing a request to: 1545 Courtney Avenue, Los
Angeles, California 90046.
Participants in the Solicitation
Tailwind, QOMPLX and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Tailwind’s stockholders in connection with the Business
Combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Business Combination of Tailwind’s directors and officers in
Tailwind’s filings with the SEC, including the Registration
Statement filed with the SEC by Tailwind, including the definitive
proxy statement/prospectus filed with the SEC by Tailwind on June
25, 2021, relating to the Business Combination. The names and
interests of QOMPLX’s directors and executive officers are also in
the definitive proxy statement/prospectus filed with the SEC by
Tailwind.
Forward Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook” and
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding future events, the Business Combination
between Tailwind and QOMPLX, the estimated or anticipated future
results and benefits of the combined company following the Business
Combination, including the likelihood and ability of the parties to
successfully consummate the Business Combination, future
opportunities for the combined company, and other statements that
are not historical facts. These statements are based on the current
expectations of Tailwind’s and QOMPLX’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on, by any investor as a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Tailwind
and QOMPLX. These statements are subject to a number of risks and
uncertainties regarding Tailwind’s businesses and the Business
Combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to, general
economic, political and business conditions generally and
competitive factors impacting the businesses of any of Tailwind,
QOMPLX, Sentar, Inc. (“Sentar”) and RPC Tyche LLP (“Tyche”); the
inability of the parties to consummate the Business Combination or
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination
Agreement; the inability of QOMPLX to consummate a Pipeline
Acquisition or the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreement for such Pipeline Acquisition; the outcome of
any legal proceedings that may be instituted against the parties
following the announcement of the Business Combination; the receipt
of an unsolicited offer from another party for an alternative
business transaction that could interfere with the Business
Combination; the risk that the approval of the stockholders of
Tailwind or QOMPLX for the potential transaction is not obtained;
failure to realize the anticipated benefits of the Business
Combination, including as a result of a delay in consummating the
potential transaction or difficulty in integrating the businesses
of Tailwind, QOMPLX, Sentar and Tyche; the risk that the Business
Combination disrupts current plans and operations as a result of
the announcement and consummation of the Business Combination; the
ability of the combined company to grow and manage growth
profitably and retain its key employees; the amount of redemption
requests made by Tailwind’s stockholders; the inability to obtain
or maintain the listing of the post-acquisition company’s
securities on the New York Stock Exchange following the Business
Combination; costs related to the Business Combination;
inaccuracies for any reason in the estimates of expenses and
profitability and the projected financial information (including on
a pro forma basis giving effect to the acquisitions of Hyperion
Gray, LLC, Sentar and Tyche) for QOMPLX; and other risks and
uncertainties, including those included under the header “Risk
Factors” in the definitive proxy statement/prospectus filed with
the SEC by Tailwind and those included under the header “Risk
Factors” in Tailwind’s Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2020. There may be additional risks that
are presently unknown or believed to be immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
provide Tailwind’s and QOMPLX’s expectations, plans or forecasts of
future events and views as of the date of this communication.
Tailwind and QOMPLX anticipate that subsequent events and
developments will cause these assessments to change. However, while
Tailwind and QOMPLX may elect to update these forward-looking
statements at some point in the future, Tailwind and QOMPLX
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Tailwind’s or QOMPLX’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20210720005778/en/
Tailwind Acquisition Corp. Matt Eby, Chief Financial Officer
Team@TailwindAcquisition.com
Tailwind Acquisition (NYSE:TWND)
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