Correspondence 0001104659-22-122918 from Nuburu, Inc. (BURU)
Nuburu, Inc.
Date: Nov. 29, 2022 · CIK: 0001814215 · Accession: 0001104659-22-122918
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267403
Referenced dates: November 18, 2022
Letter
VIA EDGAR Office of Manufacturing Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attn: Kevin Stertzel and Kevin Woody Re: Tailwind Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4, filed September 13, 2022 (File No. 333-267403).
Dear Messrs. Stertzel and Woody,
On behalf of Tailwind Acquisition Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated November 18, 2022 (the “Comments”), with respect to Amendment No. 2 to the Registration Statement on Form S-4 as filed by the Company on November 7, 2022 (“Amendment No. 2”). The Company is concurrently submitting via EDGAR this letter and Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”).
The Staff’s comments are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 3.
Amendment No. 2 to Registration Statement on Form S-4 filed November 7, 2022
Material U.S. Federal Income Tax Consequences, page 256
1. Comment: 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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 243 of Amendment No. 3, and has also filed a tax opinion as Exhibit 8.1 to Amendment No. 3.
Exhibits
2. Comment: 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.
Response: The Company acknowledges the Staff's comment and will include appropriate risk factor disclosure in future filings to inform investors that the provision does not apply to any actions arising under the Securities Act.
* * * * * * * * * *
Please do not hesitate to contact me at (212) 728-8620 if you have comments or if you require additional information regarding Amendment No. 3.
Respectfully submitted,
/s/ Danielle Scalzo
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filename1.htm
November 29, 2022
VIA EDGAR
Office of Manufacturing
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attn: Kevin Stertzel and Kevin Woody
Re: Tailwind Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4, filed September 13, 2022 (File No. 333-267403).
Dear Messrs. Stertzel
and Woody,
On behalf of Tailwind Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated November 18,
2022 (the “Comments”), with respect to Amendment No. 2 to the Registration Statement on Form S-4 as filed
by the Company on November 7, 2022 (“Amendment No. 2”). The Company is concurrently submitting via EDGAR
this letter and Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”).
The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 3.
Amendment No. 2 to Registration Statement
on Form S-4 filed November 7, 2022
Material U.S.
Federal Income Tax Consequences, page 256
1. Comment: 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.
Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 243 of Amendment No. 3, and has also filed a tax opinion as Exhibit 8.1
to Amendment No. 3.
Exhibits
2. Comment: 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.
Response: The Company
acknowledges the Staff's comment and will include appropriate risk factor disclosure in future filings to inform investors that the
provision does not apply to any actions arising under the Securities Act.
* * * * * * * * * *
Please do not hesitate to contact me at (212)
728-8620 if you have comments or if you require additional information regarding Amendment No. 3.
Respectfully submitted,
/s/ Danielle Scalzo
Danielle Scalzo
cc: Philip Krim,
Chairman, Tailwind Acquisition Corp.
Chris Hollod, Chief Executive Officer, Tailwind
Acquisition Corp.
Michael J. Danaher, Wilson Sonsini Goodrich &
Rosati, PC
Brian Dillavou, Wilson Sonsini Goodrich &
Rosati, PC
Brendan Ripley Mahan, Wilson Sonsini Goodrich &Rosati,
PC
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