On January 9, 2023, Tailwind Acquisition Corp.
(“Tailwind”) drew an aggregate $75,000 (the “Extension Funds”), pursuant to the Promissory Note,
dated September 9, 2022, between Tailwind and Tailwind Sponsor LLC, which Extension Funds Tailwind deposited into Tailwind’s trust
account for its public shareholders. This deposit enables Tailwind to extend the date by which it must complete its initial business combination
from January 9, 2023 to February 9, 2023 (the “Extension”). The Extension is the first of two one-month extensions
permitted under Tailwind’s governing documents and provides Tailwind with additional time to complete its initial business combination.
No Offer or Solicitation
This
report is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit
any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended (the “Securities Act”).
Forward-Looking Statements
This
report contains certain “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act of 1934, as amended, including
certain financial forecasts and projections. All statements other than statements of historical fact contained in this report,
including statements as to future results of operations and financial position, revenue and other metrics planned products and
services, business strategy and plans, objectives of management for future operations of Nuburu, Inc. (“Nuburu”), market size and growth
opportunities, competitive position and technological and market trends and the timeframe for the completion of the business
combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of
forward-looking words, including “may,” “should,” “expect,” “intend,”
“will,” “estimate,” “anticipate,” “believe,” “predict,”
“plan,” “targets,” “projects,” “could,” “would,” “continue,”
“forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that,
while considered reasonable by Tailwind and its management, and Nuburu and its management, as the case may be, are inherently
uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not
limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business
Combination Agreement with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted
against Nuburu, Tailwind, the combined company; (3) the inability to complete the Business Combination due to the failure to obtain
approval of the stockholders of Tailwind or the stockholders of Nuburu, or to satisfy other closing conditions of the Business
Combination; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the inability to
meet the listing standards of the securities exchange following the consummation of the Business Combination; (6) the risk that the
Business Combination disrupts current plans and operations of Nuburu as a result of the announcement and consummation of the
Business Combination; (7) the inability to recognize the anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes
in applicable laws or regulations; (10) the possibility that Nuburu or the combined company may be adversely affected by other
economic, business and/or competitive factors; (11) the inability to obtain financing from Lincoln Park Capital Fund, LLC; (12) the
risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of
Tailwind’s securities; (13) the risk that the transaction may not be completed by Tailwind’s business combination
deadline and the potential failure to obtain a further extension of the Business Combination deadline if sought by Tailwind; (14)
the impact of the COVID-19 pandemic, including any mutations or variants thereof, and its effect on business and financial
conditions; (15) volatility in the markets caused by geopolitical and economic factors; and (16) other risks and uncertainties set
forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in
Tailwind’s Form S-1 (File No. 333-248113), Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2022, Proxy Statement/Prospectus filed December 12, 2022 and other documents filed by Tailwind from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Nothing in this report should be regarded as a representation by
any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as
of the date they are made. Neither Tailwind nor Nuburu gives any assurance that either Tailwind or Nuburu or the combined company
will achieve its expected results. Neither Tailwind nor Nuburu undertakes any duty to update these forward-looking statements,
except as otherwise required by law.