- NUBURU, Inc. (“NUBURU”) has entered into a business combination
agreement with Tailwind Acquisition Corp. (“TWND”); Upon closing,
the combined company expects to be traded under the ticker symbol
“BURU.”
- NUBURU is a leading innovator in high power and high brightness
industrial blue laser technology that addresses a broad range of
high value applications, including additive manufacturing for most
metals and welding for batteries and consumer electronics.
- NUBURU’s blue laser technology brings breakthrough speed and
quality improvements to welding and the metal 3D printing of
reflective metals to increase productivity for manufacturers
globally.
- The company is a technology leader in its markets with over 170
granted and pending patents and applications.
- The transaction is expected to provide gross proceeds of up to
approximately $334 million (assuming no redemptions from the trust
account by the TWND public stockholders and prior to the payment of
transaction expenses) comprised of TWND’s cash currently held in
trust. The company expects to also have access to additional
financing following closing of the transaction to help fund its
growth initiatives through a funding agreement with Lincoln Park
Capital for up to an aggregate of $100 million.
- The business combination agreement provides NUBURU with the
ability to raise additional capital through the issuance of
convertible notes prior to the closing of the transaction.
- As described below and subject to certain limitations, each of
TWND’s non-redeeming public stockholders will upon closing receive
one preferred share for every one share of Class A common stock
that is not redeemed. The preferred share has a liquidation
preference of $10.00 per share.
- The transaction positions NUBURU to continue its investment in
new technology development and to capitalize on future growth by
expanding its presence across a wide array of industries, including
e-mobility and automotive, energy storage, aerospace, defense,
healthcare and consumer electronics.
NUBURU® (“NUBURU”), an industry leader in high power and high
brightness industrial blue lasers, and TWND Corp. (NYSE: TWND)
(“TWND”), a special purpose acquisition company, announced today a
definitive agreement that puts NUBURU on the path to becoming a
publicly listed company. Upon the closing of the transaction, the
combined company will be named NUBURU, Inc. and expects to be
traded under the ticker symbol “BURU.” The combined company will
continue to be based in Centennial, CO, and led by Dr. Mark
Zediker, CEO, Co-Founder and President of NUBURU, and other key
executive leadership.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220808005192/en/
Leading Laser Technology Company
Founded in 2015, NUBURU is leading the transformation to a world
of high-speed, high-quality metal machining and processing. In
2017, NUBURU changed the laser materials processing field with the
introduction of the first industrial blue laser. Now at the
forefront of this growth market, NUBURU’s groundbreaking blue laser
technology has defined a new class of high-power, high-brightness
blue lasers, starting with the standard AO® laser and the
extreme-brightness AI™ laser, which enable radical gains in speed
and quality for metal processing.
NUBURU’s blue laser is a leading solution for materials
processing applications across e-mobility and automotive, energy
storage, aerospace and additive manufacturing. In many industrial
applications, critical materials such as copper, gold and aluminum
do not absorb much of the infrared wavelengths transmitted by
traditional industrial lasers, which leads to lower quality joints
than by using NUBURU’s industrial blue lasers, which leverage a
fundamental physical advantage to produce defect-free welds that
are up to eight times faster than the traditional approaches — all
with the flexibility inherent to laser processing. NUBURU’s blue
lasers also address complex situations such as the joining of
dissimilar metals.
“As electrification and advances in manufacturing drive growth
in our target markets, this capital infusion is intended to provide
continued momentum for NUBURU,” said Dr. Mark Zediker, CEO,
Co-Founder and President of NUBURU. “Looking ahead, we are focused
on growing our customer base, expanding our distribution channels,
accelerating development of our ultra-high brightness product
family and scaling our manufacturing operations to meet demand
globally. Our partnership with TWND is expected to accelerate our
expansion plans to allow us to benefit from a position of strength
in the public markets.”
“Our goal at TWND is to partner with a founder-led company that
has a large addressable market and is positioned for rapid and
sustainable long-term growth based on its technology, innovation
and industry leadership,” said Chris Hollod, CEO of TWND. “We are
pleased to have the opportunity to join forces with NUBURU, a
business offering solutions in metal processing that are critical
to 3D printing, aerospace, consumer electronics, and e-mobility in
the same way that picks and shovels were critical to the gold rush.
Mark is a visionary CEO who is pioneering innovation to expand
NUBURU’s transformative laser technology for a broad, leading-edge
range of applications and industries.”
Transaction Overview
The business combination values NUBURU at a pre-money enterprise
value of approximately $350 million, at a price of $10.00 per
common share. The board of directors of TWND and NUBURU have each
unanimously approved the proposed transaction, which is expected to
be completed in early 2023, subject to, among other things, the
approval by NUBURU’s stockholders and TWND’s stockholders,
expiration of certain diligence periods without termination by TWND
or Lincoln Park Capital and satisfaction or waiver of other
customary closing conditions. The transaction will result in gross
proceeds of up to approximately $334 million to NUBURU (assuming no
redemptions from the trust account by the TWND public stockholders
and prior to the payment of transaction expenses), together with
access to additional financing to help fund its growth initiatives
through a funding agreement with Lincoln Park Capital for up to an
aggregate of $100 million subject to the closing of the transaction
and other conditions set forth in the purchase agreement entered
into between TWND, NUBURU and Lincoln Park Capital.
Each holder of Class A common stock of TWND will receive one
unlisted share of Series A Preferred Stock of the surviving company
upon the closing for each share of TWND Class A common stock held
immediately following the closing. The preferred stock is a senior
security with a $10.00 per share liquidation preference, and the
preferred shares, at the option of each holder, can be sold to the
Company for its liquidation value following the second anniversary
of the closing. Holders of Class A common stock who elect to
redeem their shares will receive $10.00 plus any applicable
interest per share at the closing, but will not receive any
Preferred Shares.
“We thoughtfully designed this innovative preferred share
structure so that holders of Class A common stock – whether
individual or institutional – would be treated equally and would
benefit from the ability to receive this additional consideration,
rather than making the preferred share available only via a private
placement that is not typically accessed by individual investors,”
said Mr. Hollod.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, can be found in a Current Report on Form 8-K filed by
TWND with the Securities and Exchange Commission (“SEC”) (available
at www.sec.gov).
Advisors and Other Professionals
Loop Capital Markets LLC and Tigress Financial Partners LLC are
serving as capital markets advisors to NUBURU and TWND. Morrison
Foerster is serving as legal counsel to both capital markets
advisors. Willkie Farr & Gallagher LLP is serving as legal
advisor to TWND. Wilson Sonsini Goodrich & Rosati, PC is
serving as legal advisor to NUBURU. Blueshirt Capital Advisors is
serving as investor relations advisor to NUBURU. Withum
Smith+Brown, PC is serving as the independent auditor for
NUBURU.
Investor Presentation
A copy of the investor presentation can be found by accessing
the investor relations section of NUBURU’s website,
https://nuburu.net/. The investor presentation can also be
found at https://twnd.tailwindacquisition.com/.
About NUBURU
NUBURU is a Centennial, CO based developer and manufacturer of
industrial blue lasers that leverage fundamental physics and their
high-brightness, high-power design to produce the fastest, highest
quality laser materials processing, including laser welding and
additive manufacturing of copper, gold, aluminum and other
industrially important metals.
Learn more at NUBURU.net.
About TWND
TWND is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. TWND seeks to capitalize on the decades of
combined investment experience of its management team, board of
directors and Advisors who are both technology entrepreneurs as
well as technology-oriented investors with a shared vision of
identifying and investing in technology companies. The Company is
led by Chairman Philip Krim, Chief Executive Officer Chris Hollod
and Chief Financial Officer Matt Eby. In addition to the members of
its management team and board of directors, TWND has assembled an
Advisory Board that helps position the Company as the value-add
partner of choice for today’s leading entrepreneurs.
Important Information and Where to Find It
On July 13, 2022, TWND filed a preliminary proxy statement (the
“Preliminary Extension Proxy Statement”) for a special meeting of
the stockholders to be held to approve an extension of time for
TWND to complete an initial business combination through March 9,
2023 (the “Extension Proposal”). TWND intends to file a definitive
proxy statement (the “Definitive Extension Proxy Statement”) in
connection with the Extension Proposal, which will be sent to its
stockholders of record as of the record date set therein.
Stockholders may obtain a copy of the Preliminary Extension Proxy
Statement, as well as the Definitive Extension Proxy Statement,
once available, at the SEC’s website (www.sec.gov).
This press release relates to a proposed transaction between
TWND and NUBURU. TWND intends to file a registration statement on
Form S-4 with the SEC, which will include a document that serves as
a prospectus and proxy statement of TWND (the “Business Combination
Proxy Statement”). The Business Combination Proxy Statement will be
sent to all TWND stockholders. TWND also will file other documents
regarding the proposed transaction with the SEC. Before making
any voting decision, investors and security holders of TWND are
urged to read the Preliminary Extension Proxy Statement and, when
available, the Definitive Extension Proxy Statement registration
statement, the Business Combination Proxy Statement and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the Business Combination
Proxy Statement and all other relevant documents filed or that will
be filed with the SEC by TWND through the website maintained by the
SEC at www.sec.gov. The documents filed by TWND with the SEC also
may be obtained free of charge upon written request: Tailwind
Acquisition Corp., 1545 Courtney Avenue, Los Angeles, CA 90046.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS
COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Learn more at
https://twnd.tailwindacquisition.com/.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended,
including certain financial forecasts and projections. All
statements other than statements of historical fact contained in
this press release, including statements as to future results of
operations and financial position, revenue and other metrics,
planned products and services, business strategy and plans,
objectives of management for future operations of NUBURU, market
size and growth opportunities, competitive position and
technological and market trends, are forward-looking statements.
Some of these forward-looking statements can be identified by the
use of forward-looking words, including “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“plan,” “targets,” “projects,” “could,” “would,” “continue,”
“forecast” or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. All forward-looking statements are
based upon estimates, forecasts and assumptions that, while
considered reasonable by TWND and its management, and NUBURU and
its management, as the case may be, are inherently uncertain and
many factors may cause the actual results to differ materially from
current expectations which include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination agreement
with respect to the business combination; (2) the outcome of any
legal proceedings that may be instituted against NUBURU, TWND, the
combined company or others following the announcement of the
business combination and any definitive agreements with respect
thereto; (3) the inability to complete the business combination due
to the failure to obtain approval of the stockholders of TWND or
the stockholders of NUBURU, or to satisfy other closing conditions
of the business combination; (4) changes to the proposed structure
of the business combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (5) the
ability to meet NYSE’s listing standards following the consummation
of the business combination; (6) the risk that the business
combination disrupts current plans and operations of NUBURU as a
result of the announcement and consummation of the business
combination; (7) the inability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (8) costs related to the business
combination; (9) changes in applicable laws or regulations; (10)
the possibility that NUBURU or the combined company may be
adversely affected by other economic, business and/or competitive
factors; (11) the inability to obtain financing from Lincoln Park
Capital; (12) the risk that the business combination may not be
completed in a timely manner or at all, which may adversely affect
the price of TWND’s securities; (13) the risk that the transaction
may not be completed by TWND’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by TWND; (14) the impact of the
COVID-19 pandemic, including any mutations or variants thereof, and
its effect on business and financial conditions; (15) volatility in
the markets caused by geopolitical and economic factors; and (16)
other risks and uncertainties set forth in the sections entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in TWND’s Form S‑1 (File No. 333-248113), Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2022
and registration statement on Form S-4 that TWND intends to file
with the SEC, which will include a document that serves as a
prospectus and proxy statement of TWND, referred to as a proxy
statement/prospectus and other documents filed by TWND from time to
time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither
TWND nor NUBURU gives any assurance that either TWND or NUBURU or
the combined company will achieve its expected results. Neither
TWND nor NUBURU undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
Participants in the Solicitation
TWND and NUBURU and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from TWND’s stockholders in connection with the proposed
transactions. TWND’s stockholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and executive officers of TWND listed in TWND’s
registration statement on Form S-4, which is expected to be filed
by TWND with the SEC in connection with the business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to TWND’s
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus on Form S-4 for
the proposed business combination, which is expected to be filed by
TWND with the SEC in connection with the business combination.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy, sell or
solicit any securities or any proxy, vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220808005192/en/
NUBURU - Media Contact Brian Knaley ir@nuburu.net
NUBURU - Investor Relations Contact Mark Roberts
mark@blueshirtgroup.com Michael Anderson
michael@blueshirtgroup.com
Tailwind Acquisition Corp. - Media Contact Sara Zick
Moxie Communications tailwind@moxiegrouppr.com
Tailwind Acquisition (NYSE:TWND)
Historical Stock Chart
From Nov 2024 to Dec 2024
Tailwind Acquisition (NYSE:TWND)
Historical Stock Chart
From Dec 2023 to Dec 2024