As filed with the United States Securities and Exchange Commission on February 18, 2021 under the Securities Act of 1933, as amended.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
Tailwind International Acquisition Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
Street, 29th Floor
New York, New York 10006
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Executive Officer
Chief Financial Officer
150 Greenwich Street, 29th Floor
New York, New York 10006
(212) 266-0085 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Christian O. Nagler
Peter S. Seligson
Aaron M. Schleicher
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Joel L. Rubenstein
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-252595
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☐|
|Non-accelerated filer||☒||Smaller reporting company||☒|
|Emerging growth company||☒|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
|Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)||5,750,000 units||$10.00||$57,500,000||$6,273.25|
|Class A ordinary shares included as part of the units(3)||5,750,000 shares||—||—||—(4)|
|Redeemable warrants included as part of the units(3)||1,916,666 warrants||—||—||—(4)|
|(1)||Estimated solely for the purpose of calculating the registration fee.|
|(2)||Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252595).|
|(3)||Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.|
|(4)||No fee pursuant to Rule 457(g).|
|(5)||The Registrant previously registered securities having a proposed maximum aggregate offering price of $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-252595), which was declared effective by the Securities and Exchange Commission on February 18, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters' option to purchase additional units.|
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act.
This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252595) (the “Prior Registration Statement”), initially filed by the Registrant on January 29, 2021, and declared effective by the Securities and Exchange Commission (the “Commission”) on February 18, 2021. The required opinions of counsel and related consents and accountant's consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at U.S. Bank as soon as practicable (but no later than the close of business as of February 19, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 19, 2021.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-252595) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
|5.1||Opinion of Kirkland & Ellis LLP.|
|5.2||Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.|
|23.1||Consent of WithumSmith+Brown, PC.|
|23.2||Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).|
|23.3||Consent of Maples and Calder (included on Exhibit 5.2).|
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on the 18th day of February 2021.
|TAILWIND INTERNATIONAL ACQUISITION CORP.|
|By:||/s/ Pierre Denis|
|Title:||Chief Executive Officer|
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
|/s/ Pierre Denis|
|Chief Executive Officer and Director (Principal Executive Officer)||February 18, 2021|
|/s/ Constantin Eis|
|Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)||February 18, 2021|
|/s/ Nathalie Gaveau|
|President and Director||February 18, 2021|
|/s/ Tommy Stadlen||
February 18, 2021
|/s/ Alan Sheriff||Director||February 18, 2021|
|/s/ Spencer Crawley||Director||February 18, 2021|
|/s/ Matt Eby||Director||February 18, 2021|
|/s/ Moujan Kazerani||Director||February 18, 2021|