QOMPLX, Inc. entered into a business combination agreement to acquire Tailwind Acquisition Corp. (NYSE:TWND) from Tailwind Sponsor LLC and others for approximately $930 million in a reverse merger transaction on January 7, 2021. QOMPLX, Inc. entered into a business combination agreement to acquire Tailwind Acquisition Corp. (NYSE:TWND) from Tailwind Sponsor LLC and others in a reverse merger transaction on March 1, 2021. Concurrently, Tailwind entered into subscription agreements with certain investors, including, among others, Cannae and additional third party investors and a bridge financing agreement with QOMPLX, Cannae and certain other stockholders of QOMPLX to raise gross proceeds of $180 million. In related transactions, QOMPLX and Tailwind have also entered into sponsor letter agreement, transaction support agreement and investor rights agreement. Upon completion, Tailwind is expected to change its name to “QOMPLX, Inc.” and list under the symbol QPLX. Upon completion, the board of directors of combined company will consist of seven directors, which shall be divided into three classes and be comprised of the Chief Executive Officer of QOMPLX, two individuals determined by QOMPLX. Non-executive Directors, effective at the closing of the business combination, are expected to include: William Foley, Christopher Krebs, Lisa Crutchfield, Steven Guggenheimer and Anne S. Edwards. The transaction completion is subjected to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the Registration Statement on Form S-4, the required approvals of Tailwind’s stockholders, the required approvals of QOMPLX’s stockholders, Tailwind having at least $5,000,001 of net tangible assets, the approval by NYSE of Tailwind’s initial listing application in connection with the business combination, the aggregate cash proceeds from Tailwind’s trust account, together with the proceeds from the PIPE financing and the bridge financing being no less than $200 million and consummation by QOMPLX of each of the pipeline acquisitions. The transaction has been unanimously approved by QOMPLX’s and Tailwind Acquisition Corp.’s boards of directors. The special meeting of the Tailwind shareholders to approve the transaction will be held on July 20, 2021. As of July 30, 2021, Tailwind’s special meeting of stockholders has been adjourned until August 17, 2021. The transaction is expected to close by mid-2021. As of March 25, 2021, the transaction is expected to close in second quarter of 2021. Jonathan L. Davis, Peter Seligson, Christian O. Nagler, Aaron Michael Schleicher, Michael Beinus, Scott Fryman, Stephen M. Jacobson and Ryan K. Brissette of Kirkland & Ellis LLP acted as legal advisers to Tailwind. Thomas J. Knox, Adam C. Solander, Agnieszka Opalach, Alan M. Noskow, Albert Y Kim, Laura Westfall, W. Scott Petty (Scott), Jules Quinn, Edouard S. Markson, Marcus A. Young, Daniel Max (Dan), Alexis J. Early, Daniel J. Friel, Kim Roberts, Joseph A. Eisert, Zachary L. Cochran (Zach), Laurent Bensaid, Jake Downing, Penelope Froggatt (Penny), Susan J. Borschel, Scott Ferber, Jonathan B. Newton, James T. McCormick, Steve Cave, Rick Vacura, Edward Holzwanger, Laura S. Huffman, Michael S. Hamilton and Daniel R. Kahan of King & Spalding LLP acted as legal advisers to QOMPLX. Barclays acted as financial advisor to QOMPLX. Jefferies acted as financial advisor to Tailwind. Continental Stock Transfer & Trust Company acted as transfer agent to Tailwind Acquisition in the transaction. Upon the closing of the transaction, Jefferies will be entitled to approximately $13.4 million in fees in connection with its roles as Tailwind’s sole placement agent for the PIPE Financing and Tailwind’s financial advisor for the Business Combination. QOMPLX, Inc. cancelled the acquisition of Tailwind Acquisition Corp. (NYSE:TWND) from Tailwind Sponsor LLC and others in a reverse merger transaction on August 17, 2021. Both companies have mutually agreed to terminate the transaction due to market conditions preventing certain of the closing conditions from being satisfied. Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the agreement. In light of the mutual decision to terminate the agreement, Tailwind Acquisition Corp. has cancelled its special meeting of stockholders to approve the business combination and related matters, which was scheduled for August 17, 2021.