Last 12 months
Inside the activity.
1 purchase rows · 0 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 1 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| January 31, 2023 Filed Feb 2, 2023 15:12 UTC |
Seldin DavidDirector · 10% owner
Anzu Partners LLCDirector · 10% owner
Anzu Nuburu LLCDirector · 10% owner
Anzu Nuburu II LLCDirector · 10% owner
Anzu Nuburu V LLCDirector · 10% owner
Anzu Nuburu III LLCDirector · 10% owner
CST Global LLCDirector · 10% owner
David & Jennifer Michael Family Ltd PartnershipDirector · 10% owner
Haring-Smith WhitneyDirector · 10% owner
Herman DebrahDirector · 10% owner
|
GrantCommon Stock | 147,697 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001209191-23-006161 · doc4.xml · nonDerivative · entry 3 Seldin David · CIK 0001959900 · Director · 10% owner Anzu Partners LLC · CIK 0001959972 · Director · 10% owner Anzu Nuburu LLC · CIK 0001959884 · Director · 10% owner Anzu Nuburu II LLC · CIK 0001959974 · Director · 10% owner Anzu Nuburu V LLC · CIK 0001959879 · Director · 10% owner Anzu Nuburu III LLC · CIK 0001960024 · Director · 10% owner CST Global LLC · CIK 0001960132 · Director · 10% owner David & Jennifer Michael Family Ltd Partnership · CIK 0001960188 · Director · 10% owner Haring-Smith Whitney · CIK 0001846535 · Director · 10% owner Herman Debrah · CIK 0001959913 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 147,697 F1 · kind: Reflects securities acquried in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Acquisition Corp. ("Tailwind"), Compass Merger Sub, Inc., a wholly owned subsidiary of Tailwind ("Merger Sub"), and Nuburu, Inc. ("Nuburu"), pursuant to which, among other things, (i) Nuburu changed its name to "Nuburu Subsidiary, Inc."; (ii) Merger Sub merged with and into Nuburu, with Nuburu as the surviving company and continuing as a wholly owned subsidiary of Tailwind (the "Business Combination") and (iii) Tailwind changed its name to "Nuburu, Inc." (the "Issuer"). F5 · shares: These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. F4 · price: Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants"). Read SEC document |
| January 31, 2023 Filed Feb 2, 2023 15:12 UTC |
Seldin DavidDirector · 10% owner
Anzu Partners LLCDirector · 10% owner
Anzu Nuburu LLCDirector · 10% owner
Anzu Nuburu II LLCDirector · 10% owner
Anzu Nuburu V LLCDirector · 10% owner
Anzu Nuburu III LLCDirector · 10% owner
CST Global LLCDirector · 10% owner
David & Jennifer Michael Family Ltd PartnershipDirector · 10% owner
Haring-Smith WhitneyDirector · 10% owner
Herman DebrahDirector · 10% owner
|
GrantCommon Stock | 381,730 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001209191-23-006161 · doc4.xml · nonDerivative · entry 2 Seldin David · CIK 0001959900 · Director · 10% owner Anzu Partners LLC · CIK 0001959972 · Director · 10% owner Anzu Nuburu LLC · CIK 0001959884 · Director · 10% owner Anzu Nuburu II LLC · CIK 0001959974 · Director · 10% owner Anzu Nuburu V LLC · CIK 0001959879 · Director · 10% owner Anzu Nuburu III LLC · CIK 0001960024 · Director · 10% owner CST Global LLC · CIK 0001960132 · Director · 10% owner David & Jennifer Michael Family Ltd Partnership · CIK 0001960188 · Director · 10% owner Haring-Smith Whitney · CIK 0001846535 · Director · 10% owner Herman Debrah · CIK 0001959913 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 503,141 F1 · kind: Reflects securities acquried in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Acquisition Corp. ("Tailwind"), Compass Merger Sub, Inc., a wholly owned subsidiary of Tailwind ("Merger Sub"), and Nuburu, Inc. ("Nuburu"), pursuant to which, among other things, (i) Nuburu changed its name to "Nuburu Subsidiary, Inc."; (ii) Merger Sub merged with and into Nuburu, with Nuburu as the surviving company and continuing as a wholly owned subsidiary of Tailwind (the "Business Combination") and (iii) Tailwind changed its name to "Nuburu, Inc." (the "Issuer"). F2 · shares: These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. F4 · price: Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants"). Read SEC document |
| January 31, 2023 Filed Feb 2, 2023 15:12 UTC |
Seldin DavidDirector · 10% owner
Anzu Partners LLCDirector · 10% owner
Anzu Nuburu LLCDirector · 10% owner
Anzu Nuburu II LLCDirector · 10% owner
Anzu Nuburu V LLCDirector · 10% owner
Anzu Nuburu III LLCDirector · 10% owner
CST Global LLCDirector · 10% owner
David & Jennifer Michael Family Ltd PartnershipDirector · 10% owner
Haring-Smith WhitneyDirector · 10% owner
Herman DebrahDirector · 10% owner
|
GrantCommon Stock | 121,411 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001209191-23-006161 · doc4.xml · nonDerivative · entry 1 Seldin David · CIK 0001959900 · Director · 10% owner Anzu Partners LLC · CIK 0001959972 · Director · 10% owner Anzu Nuburu LLC · CIK 0001959884 · Director · 10% owner Anzu Nuburu II LLC · CIK 0001959974 · Director · 10% owner Anzu Nuburu V LLC · CIK 0001959879 · Director · 10% owner Anzu Nuburu III LLC · CIK 0001960024 · Director · 10% owner CST Global LLC · CIK 0001960132 · Director · 10% owner David & Jennifer Michael Family Ltd Partnership · CIK 0001960188 · Director · 10% owner Haring-Smith Whitney · CIK 0001846535 · Director · 10% owner Herman Debrah · CIK 0001959913 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 121,411 F1 · kind: Reflects securities acquried in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Acquisition Corp. ("Tailwind"), Compass Merger Sub, Inc., a wholly owned subsidiary of Tailwind ("Merger Sub"), and Nuburu, Inc. ("Nuburu"), pursuant to which, among other things, (i) Nuburu changed its name to "Nuburu Subsidiary, Inc."; (ii) Merger Sub merged with and into Nuburu, with Nuburu as the surviving company and continuing as a wholly owned subsidiary of Tailwind (the "Business Combination") and (iii) Tailwind changed its name to "Nuburu, Inc." (the "Issuer"). F2 · shares: These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. F3 · price: Reflects shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") issued upon consummation of the Business Combination as a result of conversion of the outstanding principal amount and all accrued and unpaid interest on (the "Conversion Amount") certain convertible promissory notes issued by Nuburu (the "Company Notes") that, immediately prior to the consummation of the Business Combination, automatically converted into a number of shares of common stock, par value $0.0001 per share, of Nuburu ("Nuburu Common Stock") that would, upon consummation of the Business Combination pursuant to the Business Combination Agreement, receive a number of shares of Common Stock equal to (x) the Conversion Amount divided by (y) $8.50. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:04 UTC |
Faircloth BrianChief Operating Officer
|
GrantCommon Stock | 515,394 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-003771 · doc4.xml · nonDerivative · entry 1 Faircloth Brian · CIK 0001952800 · Chief Operating Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 515,394 F1 · kind: Consists of securities acquired in connection with transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · shares: Consists of restricted stock units granted January 7, 2022. 1/4th of the total restricted stock units subject to the award will vest on the first trading day on or after February 15, 2023, and thereafter, 1/16th of the restricted stock units will vest on each subsequent quarterly vesting date (consisting of February 15, May 15, August 15, and November 15 of a given year) subject to Mr. Faircloth continuing to serve as a service provider to the Issuer through the applicable vesting date. F3 · price: In connection with the closing of the Business Combination, each outstanding restricted stock unit of Legacy Nuburu, whether vested or unvested, was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:03 UTC |
Nicol Ronald LeeDirector
|
GrantStock Option (right to buy) · Derivative | 515,393 | Not disclosed Strike: $6.12 | Not disclosed |
DisclosureSEC source: 0000899243-23-003770 · doc4.xml · derivative · entry 4 Nicol Ronald Lee · CIK 0001952798 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 515,393 Underlying: Common Stock · 515,393 shares Expires 2032-04-08 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F8 · price: In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on the Common Stock Exchange Ratio. F7 · derivative.exercise_date: 1/4th of the shares subject to the option vested and became exercisable on the Exercisable Date set forth above, and 1/48th vested or will vest each month thereafter on the same day of the month subject to Mr. Nicol continuing to serve as a service provider to the Issuer through the applicable vesting date. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:03 UTC |
Nicol Ronald LeeDirector
|
GrantSeries A Preferred Stock · Derivative | 121,308 | Not disclosed Strike: $5.00 | Not disclosed |
DisclosureSEC source: 0000899243-23-003770 · doc4.xml · derivative · entry 3 Nicol Ronald Lee · CIK 0001952798 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 121,308 Underlying: Common Stock · 242,616 shares Expires not disclosed F4 · derivative.exercise_price: The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F5 · shares: Consists of shares of Preferred Stock that were issued to certain holders of record of Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. F5 · price: Consists of shares of Preferred Stock that were issued to certain holders of record of Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. F6 · derivative.expiration_date: The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:03 UTC |
Nicol Ronald LeeDirector
|
GrantCommon Stock | 121,308 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-003770 · doc4.xml · nonDerivative · entry 2 Nicol Ronald Lee · CIK 0001952798 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 121,308 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of common stock, par value $0.0001, per share of the Issuer (the "Common Stock") of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio"). F3 · ownership.nature: The shares are held directly by Eunomia, LP. Mr. Nicol is the manager of Eunomia, LP and exercises voting and investment control over these shares. Mr. Nicol claims beneficial ownership of these shares. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:03 UTC |
Nicol Ronald LeeDirector
|
GrantCommon Stock | 145,696 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-003770 · doc4.xml · nonDerivative · entry 1 Nicol Ronald Lee · CIK 0001952798 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 145,696 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of common stock, par value $0.0001, per share of the Issuer (the "Common Stock") of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio"). Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:03 UTC |
ALMGREN AKEDirector
|
GrantSeries A Preferred Stock · Derivative | 12,476 | Not disclosed Strike: $5.00 | Not disclosed |
DisclosureSEC source: 0000899243-23-003769 · doc4.xml · derivative · entry 2 ALMGREN AKE · CIK 0001283168 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,476 Underlying: Common Stock · 24,952 shares Expires not disclosed F3 · derivative.exercise_price: The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F4 · shares: Consists of shares of Preferred Stock that were issued to certain holders of record of Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. F4 · price: Consists of shares of Preferred Stock that were issued to certain holders of record of Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. F5 · derivative.expiration_date: The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:03 UTC |
ALMGREN AKEDirector
|
GrantCommon Stock | 12,476 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-003769 · doc4.xml · nonDerivative · entry 1 ALMGREN AKE · CIK 0001283168 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,476 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") of the Issuer equal to an exchange ratio calculated at closing. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:02 UTC |
Knaley BrianChief Financial Officer
|
GrantStock Option (right to buy) · Derivative | 345,314 | Not disclosed Strike: $6.12 | Not disclosed |
DisclosureSEC source: 0000899243-23-003768 · doc4.xml · derivative · entry 1 Knaley Brian · CIK 0001724462 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 345,314 Underlying: Common Stock · 345,314 shares Expires 2032-03-16 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F3 · price: In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on an exchange ratio calculated at closing. F2 · derivative.exercise_date: 1/4th of the total shares will vest on the Exercisable Date set forth above and 1/48th will vest each month thereafter on the same day of the month subject to Mr. Knaley remaining employed as the Issuer's Chief Financial Officer through the applicable vesting date. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:02 UTC |
Zediker MarkDirector · Chief Executive Officer · 10% owner
|
GrantStock Option (right to buy) · Derivative | 5,153 | Not disclosed Strike: $1.36 | Not disclosed |
DisclosureSEC source: 0000899243-23-003767 · doc4.xml · derivative · entry 3 Zediker Mark · CIK 0001952797 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 5,153 Underlying: Common Stock · 5,153 shares Expires 2027-04-26 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F4 · price: In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu Common Stock, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on the Common Stock Exchange Ratio. F5 · derivative.exercise_date: 100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above. F6 · ownership.nature: The option is held directly by Dr. Zediker's spouse. Dr. Zediker may be deemed to share voting and investment control over the option; however, Dr. Zediker disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:02 UTC |
Zediker MarkDirector · Chief Executive Officer · 10% owner
|
GrantStock Option (right to buy) · Derivative | 998,946 | Not disclosed Strike: $4.86 | Not disclosed |
DisclosureSEC source: 0000899243-23-003767 · doc4.xml · derivative · entry 2 Zediker Mark · CIK 0001952797 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 998,946 Underlying: Common Stock · 998,946 shares Expires 2030-10-20 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F4 · price: In connection with the closing of the Business Combination, each outstanding option to purchase shares of Legacy Nuburu Common Stock, whether vested or unvested, was exchanged for comparable options to purchase Common Stock based on the Common Stock Exchange Ratio. F3 · derivative.exercise_date: 1/4th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above, and 1/48th vested or will vest each month thereafter on the same day of the month subject to Dr. Zediker continuing to serve as a service provider to the Issuer through the applicable vesting date. Read SEC document |
| January 31, 2023 Filed Feb 3, 2023 02:02 UTC |
Zediker MarkDirector · Chief Executive Officer · 10% owner
|
GrantCommon Stock | 4,308,203 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-23-003767 · doc4.xml · nonDerivative · entry 1 Zediker Mark · CIK 0001952797 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,308,203 F1 · kind: Consists of securities acquired in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), pursuant to which Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the closing of the Business Combination, each share of Legacy Nuburu common stock, par value $0.0001 per share ("Legacy Nuburu Common Stock"), issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio"). Read SEC document |
| January 31, 2023 Filed Feb 7, 2023 21:17 UTC |
Tailwind Sponsor LLC10% owner
|
GrantSeries A Preferred Stock · Derivative | 650,000 | Not disclosed Strike: $5.00 | Not disclosed |
DisclosureSEC source: 0001104659-23-011749 · tm235693-6_4seq1.xml · derivative · entry 3 Tailwind Sponsor LLC · CIK 0001814216 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 650,000 Underlying: Common Stock · 1,300,000 shares Expires not disclosed F5 · derivative.exercise_price: The Preferred Stock is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). F1 · kind: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · kind: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · kind: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · shares: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · shares: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · shares: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F6 · derivative.expiration_date: The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. F4 · ownership.direct: Philip Krim controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. Read SEC document |
| January 31, 2023 Filed Feb 7, 2023 21:17 UTC |
Tailwind Sponsor LLC10% owner
|
ConversionClass B common stock · Derivative | 8,355,393 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-23-011749 · tm235693-6_4seq1.xml · derivative · entry 2 Tailwind Sponsor LLC · CIK 0001814216 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 8,355,393 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · derivative.exercise_price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · derivative.exercise_price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · kind: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · kind: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · kind: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · derivative.exercise_date: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · derivative.exercise_date: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · derivative.exercise_date: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · derivative.expiration_date: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · derivative.expiration_date: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · derivative.expiration_date: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · balance_after: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · balance_after: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · balance_after: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F4 · ownership.direct: Philip Krim controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. Read SEC document |
| January 31, 2023 Filed Feb 7, 2023 21:17 UTC |
Tailwind Sponsor LLC10% owner
|
ConversionCommon Stock | 950,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-23-011749 · tm235693-6_4seq1.xml · nonDerivative · entry 1 Tailwind Sponsor LLC · CIK 0001814216 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 950,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · kind: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · kind: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F4 · ownership.direct: Philip Krim controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. Read SEC document |
| January 31, 2023 Filed Feb 7, 2023 21:11 UTC |
Krim PhilipDirector · 10% owner
|
GrantSeries A Preferred Stock · Derivative | 650,000 | Not disclosed Strike: $5.00 | Not disclosed |
DisclosureSEC source: 0001104659-23-011733 · tm235693-2_4seq1.xml · derivative · entry 3 Krim Philip · CIK 0001791876 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Tailwind Sponsor LLC Disclosed balance after: 650,000 Underlying: Common Stock · 1,300,000 shares Expires not disclosed F5 · derivative.exercise_price: The Preferred Stock is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). F1 · kind: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · kind: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · kind: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · shares: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · shares: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · shares: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F6 · derivative.expiration_date: The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. F4 · ownership.direct: The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Read SEC document |
| January 31, 2023 Filed Feb 7, 2023 21:11 UTC |
Krim PhilipDirector · 10% owner
|
ConversionClass B common stock · Derivative | 8,355,393 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-23-011733 · tm235693-2_4seq1.xml · derivative · entry 2 Krim Philip · CIK 0001791876 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Tailwind Sponsor LLC Disclosed balance after: 0 Underlying: Common Stock · 8,355,393 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · derivative.exercise_price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · derivative.exercise_price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · kind: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · kind: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · kind: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · derivative.exercise_date: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · derivative.exercise_date: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · derivative.exercise_date: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · derivative.expiration_date: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · derivative.expiration_date: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · derivative.expiration_date: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · balance_after: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · balance_after: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · balance_after: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F4 · ownership.direct: The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Read SEC document |
| January 31, 2023 Filed Feb 7, 2023 21:11 UTC |
Krim PhilipDirector · 10% owner
|
ConversionCommon Stock | 950,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-23-011733 · tm235693-2_4seq1.xml · nonDerivative · entry 1 Krim Philip · CIK 0001791876 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Tailwind Sponsor LLC Disclosed balance after: 950,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · kind: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · kind: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F1 · price: On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"). F2 · price: In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration, F3 · price: (ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination. F4 · ownership.direct: The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherPut Option (obligation to buy) · Derivative | 202 | $0.00 Strike: $12.50 | $0.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · derivative · entry 8 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 20,200 shares Expires 2023-01-20 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherPut Option (obligation to buy) · Derivative | 44 | $0.00 Strike: $7.50 | $0.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · derivative · entry 7 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 4,400 shares Expires 2023-01-20 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherPut Option (obligation to buy) · Derivative | 3 | $0.00 Strike: $7.50 | $0.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · derivative · entry 6 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 44 Underlying: Class A Common Stock · 300 shares Expires 2023-01-20 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherCall Option (obligation to sell) · Derivative | 10 | $0.00 Strike: $12.50 | $0.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · derivative · entry 5 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 1,000 shares Expires 2023-01-20 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherPut Option (right to sell) · Derivative | 3,725 | $0.00 Strike: $10.00 | $0.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · derivative · entry 4 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 372,500 shares Expires 2023-01-20 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherClass A Common Stock | 20,200 | $12.50 | $252,500.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · nonDerivative · entry 3 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 91,569 F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherClass A Common Stock | 300 | $7.50 | $2,250.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · nonDerivative · entry 2 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 71,369 F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| January 20, 2023 Filed Jan 24, 2023 21:26 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherClass A Common Stock | 372,500 | $10.00 | $3,725,000.00 |
DisclosureSEC source: 0001104659-23-006210 · tm234250-1_4seq1.xml · nonDerivative · entry 1 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 71,069 F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| October 21, 2022 Filed Oct 25, 2022 20:28 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherPut Option (obligation to buy) · Derivative | 10 | $0.00 Strike: $10.00 | $0.00 |
DisclosureSEC source: 0001104659-22-111192 · tm2228829-1_4seq1.xml · derivative · entry 1 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 1,000 shares Expires 2022-10-21 F1 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F2 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| September 16, 2022 Filed Sep 20, 2022 18:40 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherCall Option (obligation to sell) · Derivative | 15 | $0.00 Strike: $10.00 | $0.00 |
DisclosureSEC source: 0001104659-22-101488 · tm2226225-1_4seq1.xml · derivative · entry 6 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 1,500 shares Expires 2022-09-16 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| September 16, 2022 Filed Sep 20, 2022 18:40 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherCall Option (obligation to sell) · Derivative | 16 | $0.00 Strike: $10.00 | $0.00 |
DisclosureSEC source: 0001104659-22-101488 · tm2226225-1_4seq1.xml · derivative · entry 5 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 15 Underlying: Class A Common Stock · 1,600 shares Expires 2022-09-16 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| September 16, 2022 Filed Sep 20, 2022 18:40 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherPut Option (obligation to buy) · Derivative | 5 | $0.00 Strike: $10.00 | $0.00 |
DisclosureSEC source: 0001104659-22-101488 · tm2226225-1_4seq1.xml · derivative · entry 4 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 500 shares Expires 2022-09-16 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| September 16, 2022 Filed Sep 20, 2022 18:40 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherCall Option (obligation to sell) · Derivative | 85 | $0.00 Strike: $7.50 | $0.00 |
DisclosureSEC source: 0001104659-22-101488 · tm2226225-1_4seq1.xml · derivative · entry 3 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 8,500 shares Expires 2022-09-16 F2 · derivative.exercise_date: These options are exercisable at any time prior to their expiration. F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| September 16, 2022 Filed Sep 20, 2022 18:40 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherClass A Common Stock | 1,600 | $10.00 | $16,000.00 |
DisclosureSEC source: 0001104659-22-101488 · tm2226225-1_4seq1.xml · nonDerivative · entry 2 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 443,569 F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| September 16, 2022 Filed Sep 20, 2022 18:40 UTC |
SUSQUEHANNA SECURITIES, LLC10% owner
CAPITAL VENTURES INTERNATIONAL10% owner
G1 EXECUTION SERVICES, LLC10% owner
|
OtherClass A Common Stock | 8,500 | $7.50 | $63,750.00 |
DisclosureSEC source: 0001104659-22-101488 · tm2226225-1_4seq1.xml · nonDerivative · entry 1 SUSQUEHANNA SECURITIES, LLC · CIK 0001446580 · 10% owner CAPITAL VENTURES INTERNATIONAL · CIK 0001011712 · 10% owner G1 EXECUTION SERVICES, LLC · CIK 0001136305 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 445,169 F1 · ownership.direct: These securities are directly owned by Susquehanna Securities, LLC. Read SEC document |
| October 18, 2020 Filed Oct 19, 2020 12:30 UTC |
Nuburu, Inc.10% owner
|
OtherClass B common stock · Derivative | 269,607 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-20-115837 · a4.xml · derivative · entry 1 Tailwind Acquisition Corp. · CIK 0001814215 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,355,393 Underlying: Class A Common Stock · 269,607 shares Expires not disclosed F1 · derivative.exercise_price: This Form 4 reflects the automatic surrender to Tailwind Acquisition Corp. (the "issuer") of 269,607 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the election by the underwriter of the issuer's initial public offering only to partially exercise its option to purchase additional units. F1 · kind: This Form 4 reflects the automatic surrender to Tailwind Acquisition Corp. (the "issuer") of 269,607 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the election by the underwriter of the issuer's initial public offering only to partially exercise its option to purchase additional units. F2 · price: As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F2 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F2 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F3 · ownership.direct: Philip Krim controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. The business address of Mr. Krim is c/o Tailwind Acquisition Corp., 1545 Courtney Ave, Los Angeles, California 90046. Read SEC document |
| October 18, 2020 Filed Oct 19, 2020 12:30 UTC |
Krim PhilipDirector · 10% owner
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OtherClass B common stock · Derivative | 269,607 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-20-115835 · a4.xml · derivative · entry 1 Krim Philip · CIK 0001791876 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Tailwind Sponsor LLC Disclosed balance after: 8,355,393 Underlying: Class A Common Stock · 269,607 shares Expires not disclosed F1 · derivative.exercise_price: This Form 4 reflects the automatic surrender to the issuer of 269,607 of the Class B ordinary shares, par value $0.0001 per share, of Tailwind Acquisition Corp. (the "issuer"), for no consideration by Tailwind Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriter of the issuer's initial public offering to purchase additional units. F1 · kind: This Form 4 reflects the automatic surrender to the issuer of 269,607 of the Class B ordinary shares, par value $0.0001 per share, of Tailwind Acquisition Corp. (the "issuer"), for no consideration by Tailwind Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriter of the issuer's initial public offering to purchase additional units. F2 · price: As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F2 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F2 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities -- Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F3 · ownership.direct: The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The business address of Mr. Krim is c/o Tailwind Acquisition Corp., 1545 Courtney Ave, Los Angeles, California 90046. Read SEC document |
| October 18, 2020 Filed Feb 7, 2023 21:06 UTC Amendment |
Tailwind Sponsor LLC10% owner
|
OtherClass B common stock · Derivative | 269,607 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-23-011727 · tm235693-1_4aseq1.xml · derivative · entry 1 Tailwind Sponsor LLC · CIK 0001814216 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,355,393 Underlying: Class A Common Stock · 269,607 shares Expires not disclosed F1 · derivative.exercise_price: This Form 4 reflects the automatic surrender to Tailwind Acquisition Corp. (the "Issuer") of 269,607 shares of the Issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the Issuer, triggered by the election by the underwriter of the Issuer's initial public offering only to partially exercise its option to purchase additional units. F1 · kind: This Form 4 reflects the automatic surrender to Tailwind Acquisition Corp. (the "Issuer") of 269,607 shares of the Issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the Issuer, triggered by the election by the underwriter of the Issuer's initial public offering only to partially exercise its option to purchase additional units. F2 · price: As described in the Issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F2 · derivative.exercise_date: As described in the Issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F2 · derivative.expiration_date: As described in the Issuer's registration statement on Form S-1 (File No. 333-248113) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class B common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. F3 · ownership.direct: Philip Krim controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. The business address of Mr. Krim is c/o Tailwind Sponsor LLC, 1545 Courtney Ave, Los Angeles, California 90046. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.