SEC Comment Letter 0000000000-22-012536 to Nuburu, Inc. (BURU)
Nuburu, Inc.
Date: Nov. 18, 2022 · CIK: 0001814215 · Accession: 0000000000-22-012536
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267403
Letter
United States securities and exchange commission logo November 18, 2022 Chris Hollod Chief Executive Officer Tailwind Acquisition Corp. 1545 Courtney Avenue Los Angeles, CA 90046 Re:Tailwind Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed November 7, 2022 File No. 333-267403 Dear Chris Hollod: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 3, 2022 letter. Amendment No. 2 to Registration Statement on Form S-4 filed November 7, 2022 Material U.S. Federal Income Tax Consequences, page 256 1.We note your response to comment 7 and that you intend that the Merger qualifies as a tax-deferred reorganization pursuant to Section 368(a) of the Code. Please file a tax opinion that supports this conclusion. To the extent you intend to file a short form tax opinion as Exhibit 8.1, please also revise your disclosure on page 256 to reflect that the discussion reflects the opinion of counsel and is not solely a "summary." Refer to Items 3(k) and 4(a)(6) of Form S-4, Item 601(b)(8) of Regulation S-K, and Section III.A of Staff Legal Bulletin No. 19.
FirstName LastNameChris Hollod Comapany NameTailwind Acquisition Corp. November 18, 2022 Page 2 FirstName LastName Chris Hollod Tailwind Acquisition Corp. November 18, 2022 Page 2 Exhibits 2.We note your response to comment 6. Section 9.3 of Exhibit 4.4 does not state that the exclusive forum provision does not apply to actions arising under the Securities Act. Please revise or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act. You may contact Kevin Stertzel at 202-551-3723 or Kevin Woody at 202-551-3629 if you have questions regarding comments on the financial statements and related matters. Please contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Danielle Scalzo
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United States securities and exchange commission logo
November 18, 2022
Chris Hollod
Chief Executive Officer
Tailwind Acquisition Corp.
1545 Courtney Avenue
Los Angeles, CA 90046
Re:Tailwind Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 7, 2022
File No. 333-267403
Dear Chris Hollod:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed November 7, 2022
Material U.S. Federal Income Tax Consequences, page 256
1.We note your response to comment 7 and that you intend that the Merger qualifies as a
tax-deferred reorganization pursuant to Section 368(a) of the Code. Please file a tax
opinion that supports this conclusion. To the extent you intend to file a short form tax
opinion as Exhibit 8.1, please also revise your disclosure on page 256 to reflect that the
discussion reflects the opinion of counsel and is not solely a "summary." Refer to Items
3(k) and 4(a)(6) of Form S-4, Item 601(b)(8) of Regulation S-K, and Section III.A of Staff
Legal Bulletin No. 19.
FirstName LastNameChris Hollod
Comapany NameTailwind Acquisition Corp.
November 18, 2022 Page 2
FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
November 18, 2022
Page 2
Exhibits
2.We note your response to comment 6. Section 9.3 of Exhibit 4.4 does not state that the
exclusive forum provision does not apply to actions arising under the Securities Act.
Please revise or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act.
You may contact Kevin Stertzel at 202-551-3723 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Danielle Scalzo