8-K
filed November 22, 2022, 6:59 PM ET
ticker BURU
CIK 0001814215
other material
confidence high
sentiment neutral
materiality 0.50
Tailwind Acquisition Corp. amends key merger agreements with Nuburu, adjusts expense and lock-up terms
Nuburu, Inc.
- Sponsor Loan of up to $750,000 incurred; amendment clarifies no forfeiture of shares by Sponsor due to this loan.
- Expense Excess Shares denominator increased from $5.5M to $6M in Sponsor Support Agreement.
- Registration Rights Agreement amended to exclude certain shares from lock-up for Sponsor loan repayment.
- Lock-up exceptions expanded to allow transfers for repayment of Sponsor Debt.
- Amendments effective at closing of business combination; no change to overall deal structure.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Nuburu, Inc. amended Letter Agreement with Tailwind Acquisition Corp., Tailwind Sponsor LLC, and Tailwind's officers and directors valued at Amendment to amend and restate exceptions to lock-up restrictions to permit transfers for Sponsor De (effective 2022-11-22).
- Action
- amendment
- Counterparty
- Tailwind Acquisition Corp., Tailwind Sponsor LLC, and Tailwind's officers and directors
- Value
- Amendment to amend and restate exceptions to lock-up restrictions to permit transfers for Sponsor De
- Effective
- 2022-11-22
Exact text from the filing
On November 22, 2022, the parties to the Letter Agreement entered into an Amendment to the Letter Agreement (the “ Amendment to Letter Agreement ”), which supersedes the Form Amendment.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Nuburu, Inc. amended Amended and Restated Registration Rights and Lock-Up Agreement with Tailwind Acquisition Corp. and certain other parties valued at Amendment to exclude certain shares from Restricted Securities, expand Original Holder and Permitted (effective 2022-11-02).
- Action
- amendment
- Counterparty
- Tailwind Acquisition Corp. and certain other parties
- Value
- Amendment to exclude certain shares from Restricted Securities, expand Original Holder and Permitted
- Effective
- 2022-11-02
Exact text from the filing
On November 2, 2022, Tailwind and certain other parties entered into an amendment (the “ Amendment to Registration Rights and Lock-Up Agreement ”) to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among Tailwind and the Holders (as defined therein) (the “ Registration Rights and Lock-Up Agreement ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Nuburu, Inc. amended Sponsor Support and Forfeiture Agreement with Tailwind Acquisition Corp., Nuburu, Inc., Tailwind Sponsor LLC valued at Amendment to update definition of Expense Excess Shares and clarify forfeiture not triggered by Spon (effective 2022-11-22).
- Action
- amendment
- Counterparty
- Tailwind Acquisition Corp., Nuburu, Inc., Tailwind Sponsor LLC
- Value
- Amendment to update definition of Expense Excess Shares and clarify forfeiture not triggered by Spon
- Effective
- 2022-11-22
Exact text from the filing
On November 22, 2022, Tailwind, Nuburu and the Sponsor entered into an amendment (the “ Amendment to Sponsor Support and Forfeiture Agreement ”) to that certain Sponsor Support and Forfeiture Agreement, dated August 5, 2022, by and between Tailwind, Nuburu and the Sponsor (the “ Sponsor Support and Forfeiture Agreement ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Nuburu, Inc. amended Preferred Stock Sale Option Agreement with Tailwind Acquisition Corp. and certain other parties valued at Amendment to amend the parties to the original Preferred Stock Sale Option Agreement (effective 2022-11-22).
- Action
- amendment
- Counterparty
- Tailwind Acquisition Corp. and certain other parties
- Value
- Amendment to amend the parties to the original Preferred Stock Sale Option Agreement
- Effective
- 2022-11-22
Exact text from the filing
On November 22, 2022, Tailwind and certain other parties entered into an amendment (the “ Amendment to Preferred Stock Sale Option Agreement ”) to that certain Preferred Stock Sale Option Agreement, dated August 5, 2022, by and among Tailwind and the Holders (as defined therein) (the “ Preferred Stock Sale Option Agreement ”).
View on SEC.gov
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