| | | | By Order of the Board of Directors of Tailwind International Acquisition Corp. | |
| | | |
/s/ Tommy Stadlen
Tommy Stadlen
Chairman of the Board of Directors |
|
| | | | By Order of the Board of Directors of Tailwind International Acquisition Corp. | |
| | | |
/s/ Tommy Stadlen
Tommy Stadlen
Chairman of the Board of Directors February 2, 2023 |
|
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | 1 | | | |
| | | | | 14 | | | |
| | | | | 20 | | | |
| | | | | 25 | | | |
| | | | | 30 | | | |
| | | | | 32 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 42 | | | |
| | | | | 43 | | | |
| | | | | 44 | | |
| | | | | |
Number of Additional Public Shares Required To Approve
Proposal |
| |||||||||
Proposal
|
| |
Approval Standard
|
| |
If Only Quorum is Present and
All Present Shares Cast Votes |
| |
If All Shares Are Present and
All Present Shares Cast Votes |
| ||||||
Extension Amendment Proposal
|
| | Special Resolution1 | | | | | 5,750,001 | | | | | | 20,125,000 | | |
Redemption Limitation Amendment Proposal
|
| | Special Resolution1 | | | | | 5,750,001 | | | | | | 20,125,000 | | |
Adjournment Proposal
|
| |
Ordinary Resolution2
|
| | | | 2,156,251 | | | | | | 12,937,501 | | |
| | |
Class B Ordinary Shares(2)
|
| |
Class A Ordinary Shares
|
| ||||||||||||||||||||||||
Name of Beneficial Owners(1)
|
| |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| |
Approximate
Percentage of Voting Control |
| |||||||||||||||
Tailwind International Sponsor LLC (our sponsor)(3)
|
| | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20% | | |
Directors and Executive Offices of Tailwind
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tommy Stadlen(3)
|
| | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20% | | |
Philip Krim(3)
|
| | | | 8,625,000 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 20% | | |
Nathalie Gaveau
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Constantin Eis
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alan Sheriff
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Spencer Crawley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matt Eby
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Moujan Kazerani
|
| | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
All officers and directors as a group (eight individuals)
|
| | | | 8,625,000 | | | | | | 100% | | | | | | | | | | | | | | | | | | 20% | | |
Saba Capital Management, L.P.(4)
|
| | | | | | | | | | | | | | | | 1,930,997 | | | | | | 5.6% | | | | | | 4.5% | | |
|
Please mark vote as indicated in this example
|
| |
☒
|
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.
|
|
|
Proposal No. 1 — The Extension Amendment Proposal — RESOLVED, as a special resolution that:
|
| |
FOR
☐ |
| |
AGAINST
☐ |
| |
ABSTAIN
☐ |
| |||
|
a)
|
| |
Article 49.7 of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (A) 23 August 2023 and (B) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other Applicable Law.”
|
| | | | ||||||
|
b)
|
| |
Article 49.8(a) of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):
“that would modify the substance or timing of the Company’s obligation to: (i) provide for the redemption of the Public Shares in connection with a Business Combination; or (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within 30 months from the closing of the IPO, or such later time as the Members may approve in accordance with the Articles; or”
|
| | | | ||||||
|
c)
|
| |
Article 49.10(b) of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10(b):
“vote as a class with the Public Shares: (i) on the Company’s initial Business Combination or on any other proposal presented to Members prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a business combination beyond 30 months from the closing of the IPO or (y) amend this Article 49.10.”
|
| | | |
|
Proposal No. 2 — The Redemption Limitation Amendment Proposal — RESOLVED, as a special resolution that:
|
| |
FOR
☐ |
| |
AGAINST
☐ |
| |
ABSTAIN
☐ |
| |||
|
a)
|
| |
Article 49.2(b) of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2(b):
“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
|
| | | | ||||||
|
b)
|
| |
Article 49.4 of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4:
“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
|
| | | | ||||||
|
c)
|
| |
The following final sentence of Article 49.5 of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety:
“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”
|
| | | | ||||||
|
d)
|
| |
The following final sentence of Article 49.8 of Tailwind’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety:
“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
|
| | | | ||||||
| Proposal No. 3 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Tailwind represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Tailwind would not adhere to the continued listing requirements of the New York Stock Exchange. | | |
FOR
☐ |
| |
AGAINST
☐ |
| |
ABSTAIN
☐ |
|