424B3 1 tm2110240-16_424b3.htm 424B3 tm2110240-16_424b3 - none - 78.7192354s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-254729
PROSPECTUS
Tailwind Acquisition Corp.
Dear Stockholder:
On March 1, 2021, Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (“QOMPLX”), and Rationem, LLC, a Delaware limited liability company, in its capacity as the representative of the stockholders of QOMPLX (“QOMPLX Stockholder Representative”), a copy of which is attached to this proxy statement/prospectus as Annex A.
The Business Combination Agreement provides for, among other things, the following transactions: (i) QOMPLX will change its name to “QOMPLX Operations, Inc.”; (ii) the certificate of incorporation and bylaws of Tailwind will be amended and restated; and (iii) Merger Sub will merge with and into QOMPLX, with QOMPLX as the surviving company in the Business Combination, and after giving effect to such merger, continuing as a wholly owned subsidiary of New QOMPLX (as defined below) (the “Merger”). In addition, in connection with the transactions contemplated by the Business Combination Agreement, Tailwind is expected to change its name to “QOMPLX, Inc.” ​(“New QOMPLX”) and QOMPLX is expected to consummate each of the acquisitions of Sentar, Inc., an Alabama corporation (“Sentar”), and substantially all assets of RPC Tyche LLP, a limited liability partnership incorporated under the laws of England and Wales (“Tyche”) (such acquisitions, collectively, the “Pipeline Acquisitions” and, together with the other transactions contemplated by the Business Combination Agreement, including the PIPE Financing and the Bridge Financing (each as defined below), the “Business Combination”).
Immediately prior to the effective time of the Business Combination, in accordance with the terms and subject to the conditions of the Business Combination Agreement, outstanding shares of QOMPLX (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law (“DGCL”) are properly exercised and not withdrawn) will be exchanged for shares of Class A common stock, par value $0.0001 per share, of New QOMPLX (the “New QOMPLX Common Stock”) and outstanding QOMPLX vested options to purchase shares of QOMPLX will be exchanged for comparable options to purchase New QOMPLX Common Stock, in each case, based on an implied QOMPLX equity value of $850,000,000. This implied equity value of $850,000,000 is increased by the aggregate exercise price of vested options used to purchase shares of QOMPLX and is reduced by the accrued and unpaid interest under the Notes (as defined below) issued pursuant to the Bridge Financing Agreement. Unvested and unexercised QOMPLX options will also be exchanged for comparable options to purchase New QOMPLX Common Stock based on the same exchange ratio that is used for the exchange of the vested options to purchase shares of QOMPLX as described herein.
Taking these adjustments into account and assuming that the Business Combination were to occur on March 1, 2021, Tailwind estimates that approximately 1.71 shares of New QOMPLX Common Stock will be issued for each share of QOMPLX stock that is outstanding immediately prior to the Business Combination. The exchange ratio increases in the event of any increase in the aggregate exercise price of vested options used to purchase shares of QOMPLX, and decreases in the event of any increase in the accrued and unpaid interest under the Notes issued pursuant to the Bridge Financing Agreement.
This proxy statement/prospectus covers 85,500,000 shares of New QOMPLX Common Stock (including shares issuable upon exercise of vested options to purchase shares of QOMPLX). The number of shares of New QOMPLX Common Stock that this proxy statement/prospectus covers represents the estimated maximum number of shares that may be issued to holders of shares and vested options of QOMPLX in connection with the Business Combination (as more fully described in this proxy statement/prospectus).
Concurrently with the execution of the Business Combination Agreement, Tailwind entered into (i) subscription agreements (the “Subscription Agreements”) with certain investors, including, among others, Cannae Holdings, LLC, a Delaware limited liability company (“Cannae”), and additional third party investors and (ii) a bridge financing agreement (the “Bridge Financing Agreement”, together with the Subscription Agreements, collectively, the “Financing Agreements”) with QOMPLX, Cannae and certain

other stockholders of QOMPLX. Pursuant to the Subscription Agreements, (A) each investor agreed to subscribe for and purchase, and Tailwind agreed to issue and sell to such investors, on the closing date of the Business Combination and substantially concurrently with the closing of the Business Combination, an aggregate of 16,000,000 shares of New QOMPLX Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $160,000,000 (the “PIPE Financing”) and (B) Tailwind agreed to issue an additional 835,539 shares of New QOMPLX Common Stock to Cannae in exchange for its agreement to act as the lead investor in the PIPE Financing with a $50,000,000 commitment. Pursuant to the Bridge Financing Agreement, QOMPLX has agreed to issue convertible notes (the “Notes”) to the investors party thereto in an aggregate principal amount of $20,000,000 and Tailwind has agreed to, subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the closing of the Business Combination, assume the Notes and satisfy and discharge the principal amount and accrued and unpaid interest under each Note as of such time by way of issuance of one share of New QOMPLX Common Stock for every $10.00 of principal amount and accrued and unpaid interest payable on a Note as of such time.
Subject to the assumptions set forth under “Basis of Presentation and Glossary” in this accompanying proxy statement/prospectus, the total number of shares of New QOMPLX Common Stock expected to be issued in the Business Combination would be approximately 102,520,324, and shareholders of QOMPLX stock as of immediately prior to closing of the Business Combination would hold, in the aggregate, approximately 58.3% of the issued and outstanding shares of New QOMPLX Common Stock immediately following closing of the Business Combination, assuming no shares of Class A common stock, par value $0.0001 per share, of Tailwind (“Class A Common Stock”) are redeemed (which percentage excludes shares acquired by existing QOMPLX stockholders in the PIPE Financing and the Bridge Financing). See “Summary — Ownership of New QOMPLX.”
Tailwind’s units, Class A Common Stock and public warrants are publicly traded on the NYSE under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively. Following the closing of the Business Combination, New QOMPLX (formerly Tailwind) will continue to have its New QOMPLX Common Stock and public warrants traded under the symbols “QPLX” and “QPLX WS” respectively. Tailwind warrant holders and those stockholders who do not elect to have their shares redeemed need not deliver their shares of Class A Common Stock or warrant certificates to Tailwind or Tailwind’s transfer agent and they will remain outstanding.
Tailwind will hold a special meeting in lieu of the 2021 annual meeting of stockholders (the “Tailwind Special Meeting”) to consider matters relating to the proposed Business Combination. Tailwind and QOMPLX cannot complete the Business Combination unless Tailwind’s stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby, including the issuance of New QOMPLX Common Stock to be issued as the Business Combination consideration. Tailwind is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
The Tailwind Special Meeting will be held on July 20, 2021, at 9:00 a.m. Eastern Time, via a virtual meeting. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of Tailwind’s stockholders and partners, the Tailwind Special Meeting will be completely virtual. You may attend the meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/tailwindacquisition/sm2021. You will need the control number that is printed on your proxy card to enter the Tailwind Special Meeting. Tailwind recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Tailwind Special Meeting starts. Please note that you will not be able to attend the Tailwind Special Meeting in person.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF CLASS A COMMON STOCK YOU OWN. To ensure your representation at the Tailwind Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote online at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
The Tailwind board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Tailwind stockholders vote “FOR” each of the proposals to be considered at the Tailwind Special Meeting.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Tailwind and QOMPLX and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 17 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.
If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali, Tailwind’s proxy solicitor, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at twnd@investor.morrowsodali.com.
Sincerely,
/s/ Chris Hollod
Chris Hollod
Chief Executive Officer
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of New QOMPLX Common Stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated June 25, 2021, and is first being mailed to stockholders of Tailwind on or about June 28, 2021.

 
Tailwind Acquisition Corp.
NOTICE OF THE SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 20, 2021
NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of the stockholders (the “Tailwind Special Meeting”), of Tailwind Acquisition Corp., a Delaware corporation (which is referred to as “Tailwind”) will be held virtually, conducted via live audio webcast at https://www.cstproxy.com/tailwindacquisition/sm2021, 9:00 a.m. Eastern Time, on July 20, 2021. You will need the control number that is printed on your proxy card to enter the Tailwind Special Meeting. Tailwind recommends that you log in at least 15 minutes before the Tailwind Special Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the Tailwind Special Meeting in person. You are cordially invited to attend the Tailwind Special Meeting for the following purposes:
The Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of March 1, 2021 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (“QOMPLX”) and Rationem, LLC, a Delaware limited liability company, in its capacity as the representative of the stockholders of QOMPLX (“QOMPLX Stockholder Representative”) and the transactions contemplated thereby. If the Business Combination Agreement, including the issuance of shares of Class A common stock, par value $0.0001 per share, of Tailwind (“New QOMPLX Common Stock”) as the Business Combination consideration, is approved by Tailwind’s stockholders, and the Business Combination is subsequently completed, among other items, Merger Sub will merge with and into QOMPLX, with QOMPLX surviving the Business Combination as a wholly owned subsidiary of Tailwind (the “Merger”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);
The Charter Proposal — To consider and vote upon a proposal to approve New QOMPLX’s amended and restated certificate of incorporation, to be approved and adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B ( the “Post-Closing New QOMPLX Certificate of Incorporation”) (Proposal No. 2)
The Governing Documents Proposals — If the Business Combination Proposal and the Charter Proposal are approved, to consider and vote on a non-binding, advisory basis, upon (collectively, the “Governing Documents Proposals”), separate proposals to approve the following amendments to Tailwind’s current amended and restated certificate of incorporation (the “Pre-Closing Tailwind Certificate of Incorporation”) and bylaws (the “Pre-Closing Tailwind Bylaws” and, together with the Pre-Closing Tailwind Certificate of Incorporation, the “Pre-Closing Tailwind Governing Documents” as set forth in the Post-Closing New QOMPLX Certificate of Incorporation) and the proposed amended and restated bylaws of New QOMPLX (the “Post-Closing New QOMPLX Bylaws” and together with the Post-Closing New QOMPLX Certificate of Incorporation, the “Post-Closing New QOMPLX Governing Documents”) that will be in effect upon the closing of the Business Combination (the “Closing”), copies of which are attached to this proxy statement/prospectus as Annexes B and C, respectively:
i.
to decrease the number of authorized shares of Tailwind from 551,000,000 to 501,000,000 (Proposal No. 3);
ii.
to eliminate the classification of Tailwind’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) (Proposal No. 4);
iii.
to provide that the number of authorized shares of common stock or preferred stock may be increased or decreased by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) (Proposal No. 5);
iv.
to remove the provisions regarding the doctrine of corporate opportunity from the Post-Closing New QOMPLX Certificate of Incorporation (Proposal No. 6);
 

 
v.
to provide that the vote of two-thirds of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any portion of Post-Closing New QOMPLX Certificate of Incorporation inconsistent with Article V(B) (Preferred Stock), Article VI, Article VII, Article VIII, Article IX, Article X and Article XI of the Post-Closing New QOMPLX Certificate of Incorporation. (Proposal No. 7); and
The NYSE Proposal — If the Business Combination Proposal and Charter Proposal are approved, to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of shares of New QOMPLX Common Stock (Proposal No. 8);
The Incentive Plan Proposal — If the Business Combination Proposal, Charter Proposal, and NYSE Proposal are approved, to consider and vote upon a proposal to approve and adopt the 2021 QOMPLX, Inc. Incentive Equity Plan (the “2021 Incentive Plan”) (Proposal No. 9); and
The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Tailwind Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Tailwind Special Meeting, there are not sufficient votes to approve any of the Business Combination Proposal, the Charter Proposal, the NYSE Proposal or the Incentive Plan Proposal, or holders of Tailwind’s Class A Common Stock (as defined herein) have elected to redeem an amount of Class A Common Stock such that Tailwind would have less than $5,000,001 of net tangible assets (Proposal No. 10).
Only holders of record of Class A Common Stock and Class B Common Stock at the close of business on June 2, 2021 are entitled to notice of the Tailwind Special Meeting and to vote at the Tailwind Special Meeting and any adjournments or postponements of the Tailwind Special Meeting. A complete list of Tailwind stockholders of record entitled to vote at the Tailwind Special Meeting will be available for ten (10) days before the Tailwind Special Meeting at the principal executive offices of Tailwind for inspection by stockholders during ordinary business hours for any purpose germane to the Tailwind Special Meeting. The eligible Tailwind stockholder list will also be available at that time on the Tailwind Special Meeting website for examination by any stockholder attending the Tailwind Special Meeting live audio webcast.
Pursuant to Tailwind’s Pre-Closing Certificate of Incorporation, Tailwind will provide holders (“public stockholders”) of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” and, together with the Class B Common Stock, the “Tailwind Shares”) with the opportunity to redeem their shares of Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of Tailwind’s initial public offering (the “IPO”) as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay taxes) upon the closing of the transactions contemplated by the Business Combination Agreement. For illustrative purposes, based on funds in the Trust Account of approximately $334.3 million on March 31, 2021, the estimated per share redemption price would have been approximately $10:00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock. Tailwind Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Tailwind’s officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Class A Common Stock they may hold. Currently, the Sponsor owns approximately 8,355,393 shares of Class B Common Stock. The Sponsor and Tailwind’s directors and officers have agreed to vote any shares of common stock owned by them in favor of the Business Combination Proposal. Additionally, QOMPLX stockholders representing at least 75% of the outstanding voting power, including certain of QOMPLX’s directors and officers have entered into support agreements to vote in favor of the Business Combination.
Approval of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal and the Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by
 

 
holders of common stock and the Charter Proposal requires the affirmative vote of the holders of a majority of the voting power of all then outstanding common stock, with all proposals requiring that the holders of common stock vote together as a single class at a meeting at which a quorum is present. Approval of the Charter Proposal and Governing Documents Proposals 3 and 4 also requires the affirmative vote of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present. The Tailwind board of directors has already approved each of the proposals.
As of March 31, 2021, there was approximately $334.3 million in the Trust Account, which Tailwind intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/prospectus and to pay approximately $11,697,550 in deferred underwriting commissions to the underwriters of Tailwind’s IPO. Each redemption of Class A Common Stock by its public stockholders will decrease the amount in the Trust Account. Tailwind will not consummate the Business Combination if the redemption of Class A Common Stock would result in Tailwind’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).
If Tailwind stockholders fail to approve the Business Combination Proposal, the NYSE Proposal, the Charter Proposal or the Incentive Plan Proposal, the Business Combination will not occur. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Tailwind Special Meeting. Please review the proxy statement/prospectus carefully.
Your vote is very important, regardless of the number of Tailwind Shares you own. Whether or not you plan to attend the Tailwind Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.
The Tailwind board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal and, if required, “FOR” the Adjournment Proposal.
If you have any questions or need assistance with voting, please contact Morrow Sodali, Tailwind’s proxy solicitor, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email Morrow Sodali at twnd@investor.morrowsodali.com.
If you plan to attend the Tailwind Special Meeting and are a beneficial investor who owns your investments through a bank, broker, or other nominee you will need to contact Continental Stock Transfer & Trust Company (“CST”) to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Tailwind Special Meeting to ensure that you comply with these requirements.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Philip Krim
Philip Krim
Chairman of the Board
 

 
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
 

 
TABLE OF CONTENTS
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BASIS OF PRESENTATION AND GLOSSARY
As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“2021 Incentive Plan” are to the 2021 QOMPLX, Inc. Incentive Equity Plan, to be adopted in connection with the Business Combination, a form of which is attached hereto as Annex D;

“Aggregate Transaction Proceeds” are to the aggregate cash proceeds from Tailwind’s Trust Account, together with the proceeds from the PIPE Financing and the Bridge Financing, after deducting any amounts paid to Tailwind stockholders that exercise their redemption rights in connection with the Business Combination and the aggregate cash purchase price payable by QOMPLX upon the closing of the Pipeline Acquisitions;

“Bridge Financing” are to the transactions contemplated by the Bridge Financing Agreement, pursuant to which (i) QOMPLX agreed to issue Notes to the investors party thereto in an aggregate principal amount of $20,000,000 and (ii) Tailwind has agreed to assume such Notes and satisfy and discharge the principal amount and accrued and unpaid interest under such notes in connection with the Business Combination by way of issuance of one share of New QOMPLX Common Stock for every $10.00 of principal amount and accrued and unpaid interest payable thereon;

“Bridge Financing Agreement” are to that certain Bridge Financing Agreement by and among QOMPLX, Cannae and certain other stockholders of QOMPLX;

“Bridge Investors” are to those investors participating in the Bridge Financing including Cannae and certain other stockholders of QOMPLX;

“Business Combination” are to the Merger and the other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing, the Bridge Financing, and the Pipeline Acquisitions;

“Business Combination Agreement” are to that certain Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time), by and among Tailwind, Merger Sub, QOMPLX, and the QOMPLX Stockholder Representative, a copy of which is attached to this proxy statement/prospectus as Annex A;

“Cannae” are to Cannae Holdings, LLC, a Delaware limited liability company;

“Class A Common Stock” are to the 33,421,570 shares of Class A common stock, par value $0.0001 per share, of Tailwind outstanding as of the date of this proxy statement/prospectus that were issued in Tailwind’s initial public offering;

“Class B Common Stock” or “Founder Shares” are to the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of Tailwind outstanding as of the date of this proxy statement/prospectus that were initially issued to the Sponsor in a private placement prior to Tailwind’s initial public offering, and which will automatically convert, on a one-for-one basis, into shares of New QOMPLX Common Stock in connection with the Business Combination;

“Closing” are to closing of the Business Combination;

“CST” are to Continental Stock Transfer & Trust Company;

“DGCL” are to the Delaware General Corporation Law;

“FASB” are to the Financial Accounting Standards Board;

“Financing Agreements” are to the Subscription Agreements and the Bridge Financing Agreement;

“GAAP” are to generally accepted accounting principles in the United States;

“Insiders” are to Philip Krim, Chris Hollod, Matthew Eby, Alan Sheriff, Wisdom Lu, Neha Parikh and Will Quist, each of whom is a member of Tailwind’s board of directors and/or management;

“Investor Rights Agreement” are to that certain Investor Rights Agreement entered into concurrently with the execution of the Business Combination Agreement, by Tailwind, the Sponsor and certain QOMPLX stockholders;
 
iii

 

“IPO” are to Tailwind’s initial public offering, which was consummated on September 9, 2020;

“Letter Agreement” are to that certain letter agreement, dated as of September 3, 2020, by and among Tailwind, Sponsor and the certain insiders, which included certain lock-up restrictions on securities held by the Sponsor and insiders;

“Merger” are to the merger of Merger Sub with and into QOMPLX, with QOMPLX as the surviving company in the Business Combination, and after giving effect to such Merger, continuing as a wholly owned subsidiary of New QOMPLX;

“Merger Sub” are to Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind prior to consummation of the Business Combination;

“New QOMPLX” are to QOMPLX, Inc. (formerly Tailwind) after giving effect to the Business Combination;

“New QOMPLX Common Stock” are to shares of Class A common stock, par value $0.0001 per share, of New QOMPLX;

“Notes” are to the convertible notes issued pursuant to the Bridge Financing Agreement;

“NYSE” are to the New York Stock Exchange;

“Pipeline Acquisitions” are to the acquisitions by QOMPLX of Sentar and substantially all of the assets of Tyche, each of which will occur substantially concurrently with the completion of the Business Combination;

“PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which (i) each investor agreed to subscribe for and purchase, and Tailwind agreed to issue and sell to such investors, on the closing date of the Business Combination, an aggregate of 16,000,000 shares of New QOMPLX Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $160,000,000 and (ii) Tailwind agreed to issue an additional 835,539 shares of New QOMPLX Common Stock to Cannae in exchange for its agreement to act as the lead investor in the PIPE Financing with a $50,000,000 commitment;

“PIPE Investors” are to those investors participating in the PIPE Financing;

“Pre-Closing Tailwind Bylaws” are to Tailwind’s Amended and Restated Bylaws, as in effect immediately prior to the Business Combination;

“Pre-Closing Tailwind Certificate of Incorporation” are to Tailwind’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Business Combination;

“Pre-Closing Tailwind Governing Documents” are to the Pre-Closing Tailwind Certificate of Incorporation and the Pre-Closing Tailwind Bylaws;

“Post-Closing New QOMPLX Bylaws” are to New QOMPLX’s Amended and Restated Bylaws, to be approved and adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C;

“Post-Closing New QOMPLX Certificate of Incorporation” are to New QOMPLX’s Second Amended and Restated Certificate of Incorporation, to be approved and adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B;

“Post-Closing New QOMPLX Governing Documents” are to Post-Closing New QOMPLX Certificate of Incorporation and Post-Closing New QOMPLX Bylaws;

“Public Stockholders” or “public stockholders” are to holders of Tailwind’s public shares, whether acquired in Tailwind’s initial public offering or acquired in the secondary market;

“Private Placement Warrants” are to the 9,700,000 warrants of Tailwind purchased by the Sponsor simultaneously with the closing of the IPO, at a price of $1.00 per Private Placement Warrant, or $9,700,000 in the aggregate, each Private Placement Warrant being exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment;
 
iv

 

“Public Warrants” are to the 16,710,785 whole warrants of Tailwind sold in the IPO as part of the units;

“QOMPLX” are to QOMPLX, Inc., a Delaware corporation, prior to the Business Combination;

“QOMPLX Stockholder Representative” are to Rationem, LLC, a Delaware limited liability company, in its capacity as the representative of the stockholders of QOMPLX;

“SEC” are to the United States Securities and Exchange Commission;

“Sentar” are to Sentar, Inc., an Alabama corporation, which will be acquired by QOMPLX substantially concurrently with the completion of the Business Combination;

“Sponsor” are to Tailwind Sponsor LLC, a Delaware limited liability company;

“Sponsor Letter Agreement” are to the sponsor letter agreement between Tailwind, Sponsor, QOMPLX and the Insiders, pursuant to which, among other things, Sponsor agreed to: (i) vote in favor of each of the transaction proposals to be voted upon at the Tailwind Special Meeting; (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Tailwind or any other anti-dilution or similar protection with respect to Tailwind (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise); and (iii) subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the Business Combination, transfer, surrender and forfeit to Tailwind 835,539 shares of Class B Common Stock, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement;

“Subscription Agreements” are to the subscription agreements entered into by Tailwind and each of the investors in the PIPE Financing;

“Tailwind” are to Tailwind Acquisition Corp., a Delaware corporation, prior to completion of the Business Combination;

“Tailwind Shares” are to the Class A Common Stock and the Class B Common Stock, collectively;

“Tailwind Special Meeting” are to Tailwind’s special meeting in lieu of the 2021 annual meeting of stockholders to consider matters relating to the proposed Business Combination;

“Transaction Support Agreement” are to support agreements between certain stockholders of QOMPLX, Tailwind and QOMPLX, pursuant to which such stockholders of QOMPLX have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (ii) be bound by certain other covenants and agreements related to the Business Combination, including a restriction on certain transfers with respect to his, her or its shares in QOMPLX substantially concurrently with the Business Combination;

“Trust Account” are to the trust account established at the consummation of Tailwind’s IPO that holds the proceeds of the initial public offering and is maintained by CST, acting as trustee; and

“Tyche” are to RPC Tyche LLP, a limited liability partnership incorporated under the laws of England and Wales, substantially all of the assets of which will be acquired by QOMPLX substantially concurrently with the completion of the Business Combination.
Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New QOMPLX’s stockholders immediately following the Business Combination are for illustrative purposes only and assume the following:
(i)
in connection with completion of the Business Combination, Sponsor surrenders and forfeits to Tailwind 835,539 shares of Class B Common Stock for no consideration;
 
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(ii)
in connection with completion of the Business Combination, 83,684,785 shares of New QOMPLX Common Stock are issued to the holders of shares of common stock and preferred stock of QOMPLX in exchange for such shares, which would be the number of shares of New QOMPLX Common Stock issued to these holders if the closing of the Business Combination were to occur on March 1, 2021;
(iii)
in connection with completion of the Business Combination, 16,835,539 shares of New QOMPLX Common Stock are issued to investors in the PIPE Financing, which includes 835,539 shares of New QOMPLX Common Stock issued to Cannae in exchange for its agreement to act as the lead investor in the PIPE Financing with a $50,000,000 commitment;
(iv)
in connection with completion of the Business Combination, 2,000,000 shares of New QOMPLX Common Stock are issued in satisfaction and discharge of the outstanding principal and accrued and unpaid interest under the Notes issued in the Bridge Financing, which (a) would be the number of shares of New QOMPLX Common Stock issued in such satisfaction and discharge if the closing of the Business Combination were to occur on March 1, 2021 and (b) does not include the impact of interest on the Notes at a rate of 7.5% per year between the issuance and conversion of such Notes, which interest would decrease the shares issued to QOMPLX and increase the shares issued to Note recipients by approximately 12,500 shares per month of interest accrued;
(v)
none of the 789,351 currently issued and outstanding vested QOMPLX options will have been exercised prior to completion of the Business Combination;
(vi)
none of the 953,632 currently issued and outstanding unvested QOMPLX options will have vested prior to completion of the Business Combination;
(vii)
none of the currently issued and outstanding Private Placement Warrants will have been exercised on or before March 1, 2021;
(viii)
none of the currently issued and outstanding Public Warrants will have been exercised on or before March 1, 2021; and
(ix)
13,469,121 shares of Class A Common Stock represents the maximum number of shares of Class A Common Stock that can be redeemed by Tailwind’s public stockholders in connection with the Business Combination such that the Aggregate Transaction Proceeds equal no less than $200,000,000, and is based upon (a) an assumed balance in the Trust Account on March 1, 2021 of $334,371,306 (which is the balance as of March 31, 2021); (ii) receipt of $180,000,000 in proceeds from the PIPE Financing and the Bridge Financing; and (iii) an aggregate cash purchase price payable by QOMPLX upon the closing of the Pipeline Acquisitions of $179,629,918 (calculated in accordance with the Business Combination Agreement).
If the actual facts are different than these assumptions, the ownership percentages in New QOMPLX will be different. In particular, the number of shares of New QOMPLX Common Stock issued to the holders of shares of common stock and preferred stock of QOMPLX upon consummation of the Business Combination will fluctuate based on the number of shares underlying vested QOMPLX options (and the exercise price of such options), at the closing of the Business Combination. Vested QOMPLX options are taken into account for purposes of allocating the implied $850,000,000 fixed pre-transaction equity value of QOMPLX among the holders of shares and equity awards of QOMPLX, with the value allocable to such options being determined based on the treasury stock method.
Beneficial ownership throughout this proxy statement/prospectus with respect to New QOMPLX’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days of such disclosure.
 
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QUESTIONS AND ANSWERS
The following are answers to certain questions that you, as a stockholder of Tailwind, may have regarding the Business Combination and the stockholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
Q:
WHAT IS THE BUSINESS COMBINATION?
A:
Tailwind, Merger Sub, and QOMPLX have entered into a Business Combination Agreement, dated as of March 1, 2021, pursuant to which, among other items: (i) QOMPLX will change its name to “QOMPLX Operations, Inc.”; (ii) the Pre-Closing Tailwind Governing Documents will be amended and restated; (iii) Merger Sub will merge with and into QOMPLX, with QOMPLX as the surviving company in the Business Combination, and after giving effect to such Merger, continuing as a wholly owned subsidiary of New QOMPLX; and (iv) in connection with the aforementioned transactions and the other transactions contemplated by the Business Combination Agreement, the PIPE Financing, the Bridge Financing and the Pipeline Acquisition will be completed. In addition, Tailwind is expected to change its name to “QOMPLX, Inc.”
Tailwind will hold the Tailwind Special Meeting in lieu of the 2021 annual meeting of stockholders to consider matters relating to the proposed Business Combination. See “The Business Combination Agreement.” In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety. Tailwind and QOMPLX cannot complete the Business Combination unless Tailwind’s stockholders approve the Business Combination Agreement and the transactions contemplated thereby. Tailwind is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
Tailwind is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their Tailwind Shares with respect to the matters to be considered at the Tailwind Special Meeting.
The Business Combination cannot be completed unless Tailwind’s stockholders approve the Business Combination Proposal, the Charter Proposal, the NYSE Proposal and the Incentive Plan Proposal, each as set forth in this proxy statement/prospectus. Information about the Tailwind Special Meeting, the Business Combination and the other business to be considered by stockholders at the Tailwind Special Meeting is contained in this proxy statement/prospectus.
This document constitutes a proxy statement of Tailwind and a prospectus of Tailwind. It is a proxy statement because the board of directors of Tailwind is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because Tailwind, in connection with the Merger, is offering shares of New QOMPLX Common Stock in exchange for the outstanding shares of QOMPLX common stock and preferred stock. See “The Business Combination Agreement — Merger Consideration.”
Q:
WHAT WILL HAPPEN TO TAILWIND’S SECURITIES UPON CONSUMMATION OF THE BUSINESS COMBINATION?
A:
Tailwind’s units, Class A Common Stock and public warrants are publicly traded on the NYSE under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively. Following the closing of the Business Combination, New QOMPLX (formerly Tailwind) will continue to have its New QOMPLX Common Stock and public warrants traded under the symbols “QPLX” and “QPLX WS” respectively. Tailwind warrant holders and those stockholders who do not elect to have their shares redeemed need not deliver their shares of Class A Common Stock or warrant certificates to Tailwind or Tailwind’s transfer agent and they will remain outstanding.
 
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Q:
WHAT WILL QOMPLX STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?
A:
Immediately prior to the effective time of the Merger, in accordance with the terms and subject to the conditions of the Business Combination Agreement, outstanding shares of QOMPLX (other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be exchanged for shares of New QOMPLX Common Stock and outstanding QOMPLX vested options to purchase shares of QOMPLX will be exchanged for comparable options to purchase New QOMPLX Common Stock, in each case, based on an implied QOMPLX equity value of $850,000,000. This implied equity value of $850,000,000 is increased by the aggregate exercise price of vested options used to purchase shares of QOMPLX and is reduced by the accrued and unpaid interest under the Notes issued under the Bridge Financing Agreement. Unvested QOMPLX options will also be exchanged for comparable options to purchase New QOMPLX Common Stock based on the same exchange ratio that is used for the exchange of the vested options to purchase shares of QOMPLX as described herein.
Q:
WILL U.S. HOLDERS OF QOMPLX COMMON STOCK BE SUBJECT TO U.S. FEDERAL INCOME TAX ON THE NEW QOMPLX COMMON STOCK RECEIVED IN THE BUSINESS COMBINATION?
A:
As discussed more fully under “Material U.S. Federal Income Tax Consequences,” it is the opinion of K&E that the Merger will qualify as a “reorganization” within the meaning of Section 368(a). However, such opinion is not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Tailwind and QOMPLX do not intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the Merger. Subject to the qualifications and limitations set forth in “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of QOMPLX Common Stock,” if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders (as defined below) of QOMPLX Common Stock will not recognize any gain or loss as a result of the Merger. For more information on the material U.S. federal income tax consequences of the Merger to U.S. Holders of QOMPLX Common Stock, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of QOMPLX Common Stock” below. U.S. Holders of QOMPLX Common Stock are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.
Q:
WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?
A:
The parties currently expect that the Business Combination will be completed during the third quarter of 2021. However, Tailwind cannot assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of Tailwind could result in the Business Combination being completed at a different time or not at all. Tailwind must first obtain the approval of Tailwind stockholders for each of the proposals set forth in this proxy statement/prospectus (other than the Adjournment Proposal). See “The Business Combination Agreement — Conditions to the Business Combination.”
QUESTIONS AND ANSWERS ABOUT THE TAILWIND SPECIAL MEETING
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
Tailwind stockholders are being asked to vote on the following proposals:
(1)
the Business Combination Proposal;
(2)
the Charter Proposal;
(3)
the Governing Documents Proposals;
(4)
the NYSE Proposal;
 
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(5)
the Incentive Plan Proposal; and
(6)
the Adjournment Proposal.
The Business Combination will not occur unless Tailwind stockholders approve each of the proposals specified in this proxy statement/prospectus, other than the Governing Documents Proposals and the Adjournment Proposal.
Q:
WHY IS TAILWIND PROPOSING THE BUSINESS COMBINATION?
A:
Tailwind was organized to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
On September 9, 2020, Tailwind completed its IPO, generating gross proceeds of $334,215,700, which were placed in the Trust Account. Since Tailwind’s IPO, Tailwind’s activity has been limited to the evaluation of business combination candidates.
Based on its due diligence investigations of QOMPLX and the industry in which it operates, including the financial and other information provided by QOMPLX in the course of their negotiations in connection with the Business Combination Agreement, Tailwind believes that QOMPLX aligns well with the objectives laid out in its investment thesis. As a result, Tailwind believes that a business combination with QOMPLX will provide Tailwind stockholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. See “The Merger — Recommendation of the Tailwind Board of Directors and Reasons for the Business Combination.”
Q:
DID THE TAILWIND BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?
A:
Tailwind’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Tailwind’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Tailwind’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Tailwind’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Tailwind’s board of directors and advisors in valuing QOMPLX’s business.
Q:
DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of Class A Common Stock, you have the right to demand that Tailwind redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of Tailwind’s IPO, as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay taxes) upon the closing of the transactions contemplated by the Business Combination Agreement.
Notwithstanding the foregoing, a holder of Class A Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Class A Common Stock. Accordingly, no shares of Class A Common Stock in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will be redeemed.
Holders of the outstanding public warrants of Tailwind do not have redemption rights with respect to such warrants in connection with the transactions contemplated by the Business Combination Proposal.
 
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Under the Pre-Closing Tailwind Certificate of Incorporation, the Business Combination may be consummated only if Tailwind has at least $5,000,001 of net tangible assets after giving effect to all holders of Class A Common Stock that properly demand redemption of their shares for cash.
Q:
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
A:
No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Class A Common Stock and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. With fewer shares of Class A Common Stock and public stockholders, the trading market for Class A Common Stock may be less liquid than the market for Class A Common Stock prior to the Business Combination and Tailwind may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into QOMPLX’s business will be reduced and the amount of working capital available to New QOMPLX following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to shares of Class A Common Stock will have no effect on public warrants of Tailwind you may also hold.
Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A:
If you are a holder of Class A Common Stock and wish to exercise your redemption rights, you must demand that Tailwind redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to Tailwind’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Tailwind Special Meeting. Any holder of Class A Common Stock will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $334.3 million, or $10.00 per share, as of March 31, 2021). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Tailwind to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Tailwind’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption, once made by a holder of Class A Common Stock, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Tailwind Special Meeting. If you deliver your shares for redemption to Tailwind’s transfer agent and later decide prior to the Tailwind Special Meeting not to elect redemption, you may request that Tailwind’s transfer agent return the shares (physically or electronically).
Any corrected or changed proxy card or written demand of redemption rights must be received by Tailwind’s transfer agent prior to the vote taken on the Business Combination Proposal at the Tailwind Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Tailwind Special Meeting.
If a holder of Class A Common Stock properly makes a request for redemption and the shares of Class A Common Stock are delivered as described to Tailwind’s transfer agent as described herein, then, if the Business Combination is consummated, Tailwind will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your shares of Class A Common Stock for cash.
 
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For a discussion of the material U.S. federal income tax considerations for holders of Class A Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Tailwind Public Shares.”
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?
A:
The net proceeds of Tailwind’s IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of Tailwind’s IPO, were placed in the Trust Account immediately following Tailwind’s IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Class A Common Stock who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $11,697,550 as deferred underwriting commissions related to Tailwind’s IPO) and for QOMPLX’s working capital and general corporate purposes, which may include future strategic transactions.
Q:
WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?
A:
If Tailwind does not complete the Business Combination with QOMPLX for any reason, Tailwind would search for another target business with which to complete a business combination. If Tailwind does not complete the Business Combination with QOMPLX or another target business by September 9, 2022, Tailwind must redeem 100% of the outstanding shares of Class A Common Stock, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding shares of Class A Common Stock. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its shares of Class B Common Stock will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Tailwind’s outstanding warrants. Accordingly, such warrants will expire worthless.
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?
A:
The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the outstanding Tailwind Shares. The Sponsor has agreed to vote any shares of Class Common B Stock and any shares of Class A Common Stock held by it as of the Tailwind record date, in favor of the proposals.
Q:
WHAT CONSTITUTES A QUORUM AT THE TAILWIND SPECIAL MEETING?
A:
A majority of the voting power of the issued and outstanding Tailwind Shares entitled to vote at the Tailwind Special Meeting as of the Tailwind record date must be present virtually or by proxy, at the Tailwind Special Meeting to constitute a quorum and in order to conduct business at the Tailwind Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Class Common B Stock, who currently own approximately 20% of the issued and outstanding shares of Class A Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Tailwind Special Meeting has power to adjourn the Tailwind Special Meeting.
As of the Tailwind record date, 20,888,482 Tailwind Shares would be required to achieve a quorum.
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE TAILWIND SPECIAL MEETING?
A:
The Business Combination Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. Tailwind stockholders must approve the Business Combination Proposal in order for the Business Combination to occur.
The Charter Proposal:   Approval of the Charter Proposal requires an affirmative vote of the holders of a majority of the voting power of all then outstanding common stock and the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class.
 
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The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.
The Governing Documents Proposals:   Approval of the Governing Documents Proposals require an affirmative vote of a majority of the votes cast by holders of common stock, and, for Governing Documents Proposals 3 and 4, the affirmative vote by the holders of a majority of the shares of Class B Common Stock outstanding, voting as a separate class. The approval of the Governing Documents Proposals are advisory and the Business Combination does NOT depend on their approval. Notwithstanding the approval of the Governing Documents Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Governing Documents Proposals will not be effected.
The NYSE Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the NYSE Proposal. The Business Combination is conditioned upon the approval of the NYSE Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the NYSE Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the NYSE Proposal will not be effected.
The Incentive Plan Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Incentive Plan Proposal. The Business Combination is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.
The Adjournment Proposal:   The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present, is required to approve the Adjournment Proposal. The Business Combination is not conditioned upon the approval of the Adjournment Proposal.
Q:
DO ANY OF TAILWIND’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF TAILWIND STOCKHOLDERS?
A:
Tailwind’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Tailwind stockholders generally. The Tailwind board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the stockholders of Tailwind. See “The Business Combination — Interests of Tailwind’s Directors and Officers in the Business Combination.”
Q:
WHAT DO I NEED TO DO NOW?
A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Tailwind Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
Q:
HOW DO I VOTE?
A:
If you are a stockholder of record of Tailwind as of June 2, 2021, the Tailwind record date, you may submit your proxy before the Tailwind Special Meeting in any of the following ways, if available:

use the toll-free number shown on your proxy card;
 
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visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
Stockholders who choose to participate in the Tailwind Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/tailwindacquisition/sm2021. You will need the control number that is printed on your proxy card to enter the Tailwind Special Meeting. Tailwind recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Tailwind Special Meeting starts.
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Tailwind Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.
Q:
WHEN AND WHERE IS THE TAILWIND SPECIAL MEETING?
A:
The Tailwind Special Meeting of stockholders will be held on July 20, 2021, unless postponed or adjourned to a later date. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of Tailwind’s stockholders and partners, the Tailwind Special Meeting will be completely virtual. All Tailwind stockholders as of the Tailwind record date, or their duly appointed proxies, may attend the Tailwind Special Meeting. Registration will begin on July 17, 2021 at 9:00 a.m. Eastern Time.
Q:
HOW CAN TAILWIND’S STOCKHOLDERS ATTEND THE SPECIAL MEETING?
A:
As a registered stockholder, you received a Notice and Access instruction form or proxy card from CST. Both forms contain instructions on how to attend the virtual Tailwind Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact CST at the phone number or e-mail address below. CST’s contact information is as follows: (917) 262-2373, or email      .
You can pre-register to attend the virtual Tailwind Special Meeting three days prior to the meeting date starting July 20, 2021 at 9:00 a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/tailwindacquisition/sm2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. Tailwind recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the special meeting in lieu of the 2021 annual meeting starts.
Beneficial investors, who own their investments through a bank or broker, will need to contact CST to receive a control number. If you plan to vote at the Tailwind Special Meeting you will need to have a legal proxy from your bank, broker, or other nominee or if you would like to join and not vote CST will issue you a guest control number with proof of ownership. Either way you must contact CST for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing +1 888-965-8995 (toll-free) outside the U.S. and Canada +1 415-655-0243 (standard rates apply) when prompted enter the pin number 62549780#. This is listen-only, you will not be able to vote or enter questions during the meeting.
Q:
WHY IS THE SPECIAL MEETING A VIRTUAL MEETING?
A:
Tailwind has decided to hold the Tailwind Special Meeting virtually due to the COVID-19 pandemic. Tailwind is sensitive to the public health and travel concerns of Tailwind’s stockholders and employees and the protocols that federal, state and local governments may impose. Tailwind believes that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.
 
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Q:
WHAT IF DURING THE CHECK-IN TIME OR DURING THE SPECIAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
A:
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Tailwind or by voting online at the Tailwind Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Tailwind Special Meeting are “non-routine” matters.
If you are a holder of Tailwind Shares holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the proposals presented in this proxy statement/prospectus. The failure of your broker to vote will have no effect on the vote count for such proposals.
Q:
WHAT HAPPENS IF I SELL MY SHARES OF CLASS A COMMON STOCK BEFORE THE TAILWIND SPECIAL MEETING?
A:
The record date for the Tailwind Special Meeting will be earlier than the date of the consummation of the Business Combination. If you transfer your shares of Class A Common Stock after the record date, but before the Tailwind Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Tailwind Special Meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon the consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Class A Common Stock prior to the Tailwind record date, you will have no right to vote those shares at the Tailwind Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.
Q:
WHAT IF I ATTEND THE TAILWIND SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
A:
For purposes of the Tailwind Special Meeting, an abstention occurs when a stockholder attends the meeting online and does not vote or returns a proxy with an “abstain” vote.
If you are a holder of Tailwind Shares that attends the Tailwind Special Meeting virtually and fails to vote, or if you vote abstain, your failure to vote or abstention will have the same effect as a vote “AGAINST” the Charter Proposal, the NYSE Proposal and the Incentive Plan Proposal, but will have no effect on the vote count for the Business Combination Proposal, or the Governing Documents Proposals. Additionally, for Class B common stock only, your failure to vote or abstention will have the same effect as a vote “AGAINST” the Charter Proposal, and Governing Documents Proposals 3 and 4.
 
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Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, the Tailwind Shares represented by your proxy will be voted as recommended by the Tailwind board of directors with respect to that proposal.
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
A:
Yes. You may change your vote at any time before your proxy is voted at the Tailwind Special Meeting. You may do this in one of three ways:

filing a notice with the corporate secretary of Tailwind;

mailing a new, subsequently dated proxy card; or

by attending the Tailwind Special Meeting virtually and electing to vote your shares online.
If you are a stockholder of record of Tailwind and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Tailwind Acquisition Corp., 1545 Courtney Avenue Los Angeles, CA, 90046 and it must be received at any time before the vote is taken at the Tailwind Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. Eastern Time on July 19, 2021, or by voting online at the Tailwind Special Meeting. Simply attending the Tailwind Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your Tailwind Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE TAILWIND SPECIAL MEETING?
A:
If you fail to take any action with respect to the Tailwind Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a stockholder of Tailwind. Failure to take any action with respect to the Tailwind Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Tailwind Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of Tailwind while Tailwind searches for another target business with which to complete a business combination.
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Stockholders may receive more than one (1) set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one (1) name, you will receive more than one (1) proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
A:
If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Morrow Sodali, the proxy solicitation agent for Tailwind, toll-free at (800) 662-5200 (banks and brokers call (203) 658-9400) or email twnd@investor.morrowsodali.com.
 
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SUMMARY
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Merger and the Business Combination Agreement
The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.
If the Business Combination Agreement is approved and adopted and the Business Combination is subsequently completed, Merger Sub will merge with and into QOMPLX, with QOMPLX surviving the Business Combination as a wholly owned subsidiary of New QOMPLX.
Merger Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, outstanding shares of QOMPLX (other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be exchanged for shares of New QOMPLX Common Stock and outstanding QOMPLX vested options to purchase shares of QOMPLX will be exchanged for comparable options to purchase New QOMPLX Common Stock, in each case, based on an implied QOMPLX equity value of $850,000,000. This implied equity value of $850,000,000 is increased by the aggregate exercise price of vested options used to purchase shares of QOMPLX and is reduced by the accrued and unpaid interest under the Notes issued pursuant to the Bridge Financing Agreements. Unvested QOMPLX options will also be exchanged for comparable options to purchase New QOMPLX Common Stock based on the same exchange ratio that is used for the exchange of the vested options to purchase shares of QOMPLX.
Recommendation of the Tailwind Board of Directors
The Tailwind board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of Tailwind and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Tailwind Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The Tailwind board of directors unanimously recommends that Tailwind’s stockholders vote “FOR” the Business Combination Proposal, FOR” the Charter Proposal, “FOR” the Governing Documents Proposals, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Business Combination — Recommendation of the Tailwind Board of Directors and Reasons for the Business Combination.”
Tailwind Special Meeting of Stockholders
The Tailwind Special Meeting will be held on July 20, 2021, at 9:00 a.m. Eastern Time, via a virtual meeting. At the Tailwind Special Meeting, Tailwind stockholders will be asked to approve the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal.
The Tailwind board of directors has fixed the close of business on June 2, 2021 (“Tailwind record date”) as the record date for determining the holders of Tailwind common stock entitled to receive notice of and to vote at the Tailwind Special Meeting. As of the Tailwind record date, there were 33,421,570 shares of Class A Common Stock and 8,355,393 shares of Class B Common Stock outstanding and entitled to vote at the Tailwind Special Meeting held by holders of record. Each share of Tailwind common stock entitles the holder to one (1) vote at the Tailwind Special Meeting on each proposal to be considered at the Tailwind Special Meeting. As of the Tailwind record date, the Sponsor and Tailwind’s directors and executive
 
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officers and their affiliates owned and were entitled to vote 8,355,393 Tailwind Shares, representing approximately 20% of the Tailwind Shares outstanding on that date. Tailwind currently expects that the Sponsor and its directors and officers will vote their shares in favor of the proposals set forth in this proxy statement/prospectus pursuant to an agreement entered into in connection with the Business Combination Agreement. As of the Tailwind record date, QOMPLX did not beneficially hold any Tailwind Shares.
A majority of the voting power of the issued and outstanding Tailwind common stock entitled to vote at the Tailwind Special Meeting must be present, online or represented by proxy, at the Tailwind Special Meeting to constitute a quorum and in order to conduct business at the Tailwind Special Meeting.
Approval of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal and the Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of common stock and the Charter Proposal requires the affirmative vote of the holders of a majority of the voting power of all then outstanding common stock, with all proposals requiring that the holders of common stock vote together as a single class at a meeting at which a quorum is present. Approval of the Charter Proposal and Governing Documents Proposals 3 and 4 also requires the affirmative vote of a majority of Class B Common Stock outstanding, voting as a separate class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class, regardless of whether a quorum is present. The Tailwind board of directors has already approved each of the proposals (excluding the Adjournment Proposal which will only be introduced as needed if any of the other Proposals fail to achieve the required votes).
If Tailwind stockholders fail to approve the Business Combination Proposal, the Charter Proposal, the NYSE Proposal, or the Incentive Plan Proposal, the Business Combination will not occur. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.
Tailwind’s Directors and Executive Officers Have Financial Interests in the Business Combination
Certain of Tailwind’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Tailwind’s stockholders. The members of the Tailwind board of directors were aware of and considered these interests, among other matters, when they approved the Business Combination Agreement and recommended that Tailwind stockholders approve the proposals required to effect the Business Combination. See “The Business Combination — Interests of Tailwind’s Directors and Officers in the Business Combination.”
Conditions to the Business Combination
Conditions to Each Party’s Obligations
The obligation of Tailwind and QOMPLX to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction enjoining or prohibiting the consummation of the Business Combination, (iii) the effectiveness of the Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) registering the New QOMPLX Common Stock to be issued in the Business Combination, (iv) the required approvals of Tailwind’s stockholders, (v) the required approvals of QOMPLX’s stockholders, (iv) Tailwind having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after the closing of the Business Combination, (vii) the approval by NYSE of New QOMPLX’s initial listing application in connection with the Business Combination and (viii) the Aggregate Transaction Proceeds being no less than $200,000,000.
In addition, the obligation of Tailwind to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, the consummation by QOMPLX of
 
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each of the Pipeline Acquisitions substantially concurrently with the closing of the Business Combination for an aggregate closing cash purchase price of no more than $200,000,000.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Tailwind and QOMPLX, (ii) by Tailwind if the representations and warranties of QOMPLX and the QOMPLX Stockholder Representative are not true and correct or if QOMPLX or the QOMPLX Stockholder Representative fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenants or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by QOMPLX if the representations and warranties of Tailwind or Merger Sub are not true and correct or if any of Tailwind or Merger Sub fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenants or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either Tailwind or QOMPLX if the Business Combination is not consummated by 11:59 P.M. (pacific time) on August 31, 2021, (v) by either Tailwind or QOMPLX if certain required approvals are not obtained from Tailwind stockholders after the conclusion of a meeting of Tailwind’s stockholders held for such purpose at which such stockholders voted on such approvals, (vi) by either Tailwind or QOMPLX, if any governmental entity of competent jurisdiction shall have issued an order permanently enjoining or prohibiting the Business Combination and such order shall have become final and nonappealable, and (vii) by Tailwind if QOMPLX has not delivered to Tailwind a written consent of the QOMPLX stockholders approving the Business Combination and the transactions contemplated thereby (including the Merger) within one business day of the Registration Statement being declared effective under the Securities Act.
Other Agreements
Tailwind Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, (i) Tailwind, (ii) Tailwind Sponsor, (iii) QOMPLX and (iv) each of the Insiders, entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Sponsor agreed to: (i) vote in favor of each of the transaction proposals to be voted upon at the meeting of Tailwind stockholders, including approval of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination); (ii) waive any adjustment to the conversion ratio set forth in the Pre-Closing Governing Documents or any other anti-dilution or similar protection with respect to the shares of Tailwind Class B Common Stock (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise); and (iii) subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the Business Combination, transfer, surrender and forfeit to Tailwind 835,539 shares of Class B Common Stock for no consideration, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. In addition, pursuant to the Sponsor Letter Agreement, subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the closing of the Business Combination, each of Tailwind, the Sponsor and the Insiders have agreed to terminate the lock-up provisions in respect of the Founder Shares that are set forth in Section 5(a) of that certain letter agreement, dated as of September 3, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the “Letter Agreement”), by and among Tailwind, the Sponsor and the Insiders, which included, among other restrictions, a one year lock-up restriction on the Founder Shares following an initial business combination (subject to certain exceptions). Following the consummation of the Business Combination, the Sponsor will be subject to the lock-up provisions described in the Post-Closing New QOMPLX Bylaws.
PIPE Financing and Bridge Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, Tailwind entered into (i) the Subscription Agreements with certain investors, including, among others, Cannae and additional third party
 
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investors and (ii) the Bridge Financing Agreement with QOMPLX, Cannae and certain other stockholders of QOMPLX. Pursuant to the Subscription Agreements, (A) each investor agreed to subscribe for and purchase, and Tailwind agreed to issue and sell to such investors, on the closing date of the Business Combination substantially concurrently with the closing of the Business Combination, an aggregate of 16,000,000 shares of New QOMPLX Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $160,000,000 and (B) Tailwind agreed to issue an additional 835,539 shares of New QOMPLX Common Stock to Cannae in exchange for its agreement to act as the lead investor in the PIPE Financing with a $50,000,000 commitment. Pursuant to the Bridge Financing Agreement, QOMPLX agreed to issue the Notes to the investors party to the Bridge Financing Agreement in an aggregate principal amount of $20,000,000, and Tailwind agreed to, subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the closing of the Business Combination, assume the Notes and satisfy and discharge the principal amount and accrued and unpaid interest under each Note as of such time by way of issuance of one share of New QOMPLX Common Stock for every $10.00 of principal amount and accrued and unpaid interest payable on a Note as of such time.
The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements and the Bridge Financing Agreements provide that Tailwind will grant the investors in the PIPE Financing and the Bridge Financing certain customary registration rights.
Transaction Support Agreements
Within one business day of the signing of the Business Combination Agreement, Tailwind, QOMPLX, and certain stockholders of QOMPLX entered into Transaction Support Agreements, pursuant to which such stockholders of QOMPLX have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (ii) be bound by certain other covenants and agreements related to the Business Combination, including a restriction on certain transfers with respect to his, her or its shares in QOMPLX prior to the closing of the Business Combination.
Investor Rights Agreement
Concurrently with the execution of the Business Combination Agreement, Tailwind, the Sponsor and certain QOMPLX stockholders entered into the Investor Rights Agreement pursuant to which, among other things, each of the Sponsor and the certain QOMPLX stockholders (i) agreed not to effect certain sales or transfers of New QOMPLX equity securities during the lock-up period described in the Post-Closing New QOMPLX Bylaws and (ii) will be granted certain customary registration rights, in each case subject to, and conditioned upon and effective as of, the closing of the Business Combination.
Listing
Tailwind’s units, Class A Common Stock and public warrants are publicly traded on the NYSE under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively. Following the closing of the Business Combination, New QOMPLX (formerly Tailwind) will continue to have its New QOMPLX Common Stock and public warrants traded under the symbols “QPLX” and “QPLX WS” respectively. Tailwind warrant holders and those stockholders who do not elect to have their shares redeemed need not deliver their shares of Class A Common Stock or warrant certificates to Tailwind or Tailwind’s transfer agent and they will remain outstanding.
Comparison of Stockholders’ Rights
Following the Business Combination, the rights of public holders who become New QOMPLX stockholders in the Business Combination will no longer be governed by the Pre-Closing Tailwind Governing Documents and instead will be governed by the Post-Closing New QOMPLX Certificate of Incorporation and the Post-Closing New QOMPLX’s Bylaws. See “Comparison of Stockholders’ Rights.”
 
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Risk Factors
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should carefully read and consider the factors described under “— Risk Factors Summary” and “Risk Factors.”
Risk Factors Summary
The transactions described in this proxy statement/prospectus involve various risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The following is a summary of some of these risks.
Risks Related to QOMPLX’s Pipeline Acquisitions

There is no assurance that QOMPLX will be able to complete the Pipeline Acquisitions.

QOMPLX may fail to realize the anticipated strategic and financial benefits currently anticipated from the Pipeline Acquisitions.
Risks Related to the Business and Industry of QOMPLX

If QOMPLX fails to adapt to rapid technological changes, evolving industry standards and changing customer needs, requirements or preferences, its ability to remain competitive could be impaired.

The markets in which QOMPLX operates are highly competitive, and if QOMPLX does not compete effectively, its business, financial condition, and results of operations could be harmed.
Risks Related to Legal and Regulatory Matters of QOMPLX

Any future litigation against QOMPLX could be costly and time-consuming to defend.

Data privacy concerns, evolving regulations of cloud computing, cross-border data transfer restrictions and other domestic and foreign laws and regulations may limit the use and adoption of, or require modification of QOMPLX’s platform or solutions, which could adversely affect QOMPLX’s business. Additionally, QOMPLX’s actual or perceived failure to comply with these laws could harm its business.
Risks Related to Technology Matters of QOMPLX

QOMPLX relies on software and cloud services from other parties. Defects in or the loss of access to software or cloud services from third parties could increase its costs and adversely affect the quality of its solutions.

QOMPLX’s failure to meet certain of its service level commitments could harm its business, results of operations and financial condition.
Risks Related to Government Contracting Matters of QOMPLX

A delay in the completion of the U.S. government’s budget and appropriation process could delay procurement of solutions QOMPLX provides and have an adverse effect on its future revenues.
Risks Related to Intellectual Property and Data Security Matters

As a provider of cybersecurity and cyber intelligence solutions, QOMPLX has been, and expects to continue to be, a target of cyberattacks. If QOMPLX’s internal networks, systems, or data are or are perceived to have been compromised, its reputation may be damaged and its financial results may be negatively affected.
Financing and Tax Risks of QOMPLX

QOMPLX has a history of operating losses and may not achieve or sustain profitability in the future.
 
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Risks Relating to The Business Combination

Tailwind stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

The market price of shares of New QOMPLX Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of shares of Class A Common Stock.

Tailwind has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the Business Combination consideration is fair to its stockholders from a financial point of view.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination will result in changes to the board of directors of New QOMPLX that may affect the strategy of New QOMPLX.

Because of Tailwind’s limited resources and the significant competition for business combination opportunities, it may be more difficult for it to complete the initial business combination. If Tailwind is unable to complete the initial business combination, its public stockholders may receive only approximately $10.00 per share on its redemption of its shares of Class A Common Stock, or less than such amount in certain circumstances based on the balance of its Trust Account (as of March 31, 2021), and its warrants will expire worthless.

Tailwind does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Tailwind to consummate an initial business combination with which a substantial majority of Tailwind’s stockholders do not agree.

Tailwind stockholders may be held liable for claims by third parties against Tailwind to the extent of distributions received by them upon redemption of their shares.

Tailwind’s ability to successfully effect the Business Combination and the other transactions contemplated by the Business Combination Agreement and New QOMPLX’s ability to successfully operate the business thereafter are largely dependent on the efforts of certain key personnel of QOMPLX, all of whom Tailwind expects to stay with the combined company following the consummation of the Business Combination. Any loss of such key personnel could negatively impact the operations and financial results of the combined business.
Additional Risks Relating to Ownership of New QOMPLX Common Stock Following the Business Combination

The NYSE may delist New QOMPLX’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New QOMPLX to additional trading restrictions.

New QOMPLX’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

Because there are no current plans to pay cash dividends on New QOMPLX Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

Future sales, or the perception of future sales, by New QOMPLX or its stockholders in the public market following the Business Combination could cause the market price for New QOMPLX Common Stock to decline.

Certain of New QOMPLX’s stockholders, including the Sponsor, may engage in business activities which compete with New QOMPLX or otherwise conflict with New QOMPLX’s interests.
Information about Tailwind
Tailwind is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one
 
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or more businesses. Tailwind’s units, Class A Common Stock and public warrants are publicly traded on the NYSE under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively. The mailing address of Tailwind’s principal executive office is 1545 Courtney Avenue Los Angeles, CA 90046 and the telephone number of Tailwind’s principal executive office is (646) 432-0610.
Information about QOMPLX
QOMPLX is a cloud-native leader in risk analytics that provides technology solutions in the cybersecurity, risk transfer, and finance spaces. QOMPLX’s customers rapidly ingest, transform, and contextualize large, complex, and disparate data sources using our platform and solutions in order to better quantify, model, and predict risks and make critical operational decisions. QOMPLX’s technology platform delivers valuable operational services that are enhanced by QOMPLX’s domain expertise to help organizations develop more informed risk strategies and make quality decisions in demanding areas, such as cybersecurity, insurance, finance and government.
QOMPLX has agreed to consummate the Pipeline Acquisitions of Sentar and Tyche substantially concurrently with the closing of the Business Combination. The closings of the Pipeline Acquisitions are expected to occur on the closing date of the Business Combination. The Pipeline Acquisitions are expected to extend and expand QOMPLX’s core software platform capabilities and help QOMPLX deliver against evolving customer requirements, and provide significant opportunities to cross-sell, up-sell and expand QOMPLX’s solutions to existing accounts across the combined business.
Sentar provides cyber intelligence, operations solutions, research, and analysis services ultimately for the U.S. government as both a prime contractor and as a subcontractor to other contractors. Sentar provides expertise in four technical disciplines: cybersecurity, analytics, systems engineering, and intelligence. At the convergence of these four disciplines are its solutions provided to customers: protecting data and critical infrastructure; understanding and managing cyber risks; identifying and mitigating vulnerabilities; proactively finding bad actors; developing secure integrated systems; and enhancing cyber resilience.
Tyche provides a domain-agnostic modeling software platform. Tyche has historically focused on non-life and life insurance sectors across a wide range of business areas, but also provides solutions to the pension sector, including one of the United Kingdom’s (“U.K.”) largest schemes. Tyche addresses the complex challenges facing insurers: optimizing capital; pricing risks; responding to regulation; and improving efficiency. Under the Tyche modeling platform, there are multiple software offerings to help companies step up to the ever-changing demands of the regulatory and reporting environments.
The consummation of both Pipeline Acquisitions substantially concurrently with the closing of the Business Combination is a condition to the consummation of the Business Combination under the Business Combination Agreement. If this condition is not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver. For more information, see “Risk Factors — Risks Related to QOMPLX’s Pipeline Acquisitions — There is no assurance that we will be able to complete the Pipeline Acquisitions.”
The mailing address of QOMPLX’s principal executive office is 1775 Tysons Blvd., Suite 800, Tysons, VA 22102, and the telephone number of QOMPLX’s principal executive office is (703) 995-4199.
Ownership of New QOMPLX
As of the date of this proxy statement/prospectus, there are 41,776,963 Tailwind Shares issued and outstanding, including 8,355,393 shares of Class B Common Stock. As of the date of this proxy statement/prospectus, there are an aggregate of 16,710,785 public warrants and 9,700,000 private placement warrants outstanding. Each whole warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming no redemptions), assuming that each outstanding warrant is exercised and one (1) share of Class A Common Stock is issued as a result of such exercise, the Tailwind fully-diluted stock capital would be 68,177,748 Tailwind Shares.
Subject to the assumptions set forth under “Basis of Presentation and Glossary” in this accompanying proxy statement/prospectus, the following table illustrates varying beneficial ownership levels in New
 
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QOMPLX immediately following consummation of the Business Combination, assuming the levels of redemptions by the public stockholders of Tailwind indicated:
Share Ownership in New QOMPLX(1)
No redemptions
Maximum
redemptions
Percentage of
Outstanding Shares
Percentage of
Outstanding Shares
Tailwind public stockholders(2)
23.3% 15.4%
Sponsor
5.2% 5.8%
PIPE Investors and Bridge Investors
13.3% 14.5%
Current QOMPLX stockholders(3)
58.3% 64.4%
(1)
Excludes shares reserved for issuance under the 2021 Incentive Plan.
(2)
Excludes shares issued to Tailwind public stockholders in connection with the PIPE Financing.
(3)
Includes stock to be received by the owners of Sentar and Tyche, but excludes shares acquired by existing QOMPLX stockholders in the PIPE Financing and the Bridge Financing.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF TAILWIND
The following table shows summary historical financial information of Tailwind for the periods and as of the dates indicated.
The summary historical financial information of Tailwind as of December 31, 2020 and for the period from May 29, 2020 (inception) through December 31, 2020 was derived from the audited historical financial statements of Tailwind included elsewhere in this proxy statement/prospectus. The summary historical financial information of Tailwind as of March 31, 2021 and for the three months ended March 31, 2021 was derived from the unaudited interim historical financial statements of Tailwind included elsewhere in this proxy statement/prospectus.
The following summary historical financial information should be read together with the financial statements and accompanying notes and “Tailwind’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Tailwind’s financial statements and the related notes. Tailwind’s historical results are not necessarily indicative of Tailwind’s future results.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Tailwind, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of New QOMPLX going forward.
Statement of Operations Data
For the three
months ended
March 31, 2021
For the period
May 29, 2020
(inception) through
December 31, 2020
(in thousands, except share and per share amount)
Net income (loss)
$ 7,283 $ (17,901)
Weighted average shares outstanding of Class A redeemable Common Stock
33,421,570 33,421,570
Weighted average shares outstanding of Class B non-redeemable Common Stock
8,355,393 7,969,220
Basic and diluted net loss per share, Class A
$ 0.00 $ 0.00
Basic and diluted net loss per share, Class B
$ 0.87 $ (2.25)
Statement of Cash Flows Data
Net cash used in operating activities
$ (271) $ (455)
Net cash used in investing activities
$ $ (334,216)
Net cash provided by (used in) financing activities
$ (17) $ 336,916
Balance Sheet Data
As of
March 31, 2021
As of
December 31, 2020
Total assets
$ 336,556 $ 336,843
Total liabilities
$ 41,438 $ 49,007
Total redeemable common stock
$ 334,216 $ 282,836
Total stockholders’ equity (deficit)
$ (39,097) $ 5,000
 
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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF QOMPLX
The following table shows summary historical financial information of QOMPLX for the periods and as of the dates indicated.
The summary historical financial information of QOMPLX as of December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019, was derived from the audited historical consolidated financial statements of QOMPLX included elsewhere in this proxy statement/prospectus. The summary historical financial information of QOMPLX as of March 31, 2021, and for the three months ended March 31, 2021 and 2020, was derived from the unaudited interim historical financial statements of QOMPLX included elsewhere in this proxy statement/prospectus.
The following summary historical financial information should be read together with the consolidated financial statements and accompanying notes and “QOMPLX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace QOMPLX’s consolidated financial statements and the related notes. QOMPLX’s historical results are not necessarily indicative of QOMPLX’s future results.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to QOMPLX, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of New QOMPLX going forward.
For the three months ended March 31,
For the year ended December 31,
2021
2020
2020
2019
(in thousands, except share and per
share amounts)
(in thousands, except share and per
share amounts)
Statement of Operations Data
Revenue (including related-party revenue)
$ 6,360 $ 4,170 $ 23,032 $ 2,651
Net Loss
$ (11,382) $ (5,628) $ (25,185) $ (24,115)
Weighted average shares outstanding of Common Stock
12,469,649 10,996,392 11,822,976 10,411,335
Basic and diluted net loss per share, Common Stock
$ (0.91) $ (0.51) $ (2.13) $ (2.32)
Statement of Cash Flows Data
Net cash provided by (used in) operating activities
$ (5,435) $ (3,700) $ (23,049) $ (20,212)
Net cash provided by (used in) investing activities
$ (178) $ (240) $ (2,041) $ (591)
Net cash provided by (used in) financing activities
$ 17,925 $ 1,753 $ 1,788 $ 48,613
As of March 31,
As of December 31,
Balance Sheet Data
2021
2020
2019
Total assets
$ 32,933 $ 12,796 $ 31,128
Total liabilities
$ 40,307 $ 8,992 $ 10,891
Total preferred shares subject to possible redemption
$ 60,573 $ 60,573 $ 52,435
Total stockholders’ deficit
$ (67,947) $ (56,769) $ (32,198)
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF SENTAR
The following table shows summary historical financial information of Sentar for the periods and as of the dates indicated.
The summary historical financial information of Sentar as of September 30, 2020 and 2019, and for the years ended September 30, 2020 and 2019, was derived from the audited historical financial statements of Sentar included elsewhere in this proxy statement/prospectus. The summary historical financial information of Sentar as of March 31, 2021, and for the six months ended March 31, 2021 and 2020, was derived from the unaudited interim historical financial statements of Sentar included elsewhere in this proxy statement/prospectus.
The following summary historical financial information should be read together with the financial statements and accompanying notes and “Sentar’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Sentar’s financial statements and the related notes. Sentar’s historical results are not necessarily indicative of Sentar’s future results.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Sentar, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of New QOMPLX going forward.
For the six months ended
March 31,
For the year ended
September 30,
2021
2020
2020
2019
(in thousands)
(in thousands)
Statement of Operations Data
Revenue
$ 28,281 $ 24,500 $ 54,183 $ 47,522
Net income
$ 1,865 $ 2,255 $ 3,654 $ 2,871
Statement of Cash Flows Data
Net cash provided by operating activities
$ 4,234 $ 3,140 $ 6,134 $ 3,007
Net cash used in investing activities
$ (32) $ (56) $ (93) $ (73)
Net cash provided by (used in) financing activities
$ (5,143) $ (1,307) $ (4,015) $ 1,062
As of
March 31,
As of
September 30,
2021
2020
2019
Balance Sheet Data
Total assets
$ 13,312 $ 17,424 $ 15,260
Total liabilities
$ 7,117 $ 8,090 $ 5,897
Total equity
$ 6,195 $ 9,333 $ 9,363
 
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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF TYCHE
The following table shows summary historical financial information of Tyche for the periods and as of the dates indicated.
The summary historical financial information of Tyche as of April 30, 2020 and 2019, and for the years ended April 30, 2020 and 2019, was derived from the audited historical consolidated financial statements of Tyche included elsewhere in this proxy statement/prospectus. The summary historical financial information of Tyche as of October 31, 2020, and for the six-months ended October 31, 2019 and 2020, was derived from the unaudited interim historical consolidated financial statements of Tyche included elsewhere in this proxy statement/prospectus.
The following summary historical financial information should be read together with the consolidated financial statements and accompanying notes and “Tyche’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Tyche’s consolidated financial statements and the related notes. Tyche’s historical results are not necessarily indicative of Tyche’s future results.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Tyche, as prepared in accordance with US Generally Accepted Accounting Principles and presented in Sterling Pound, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of New QOMPLX going forward.
For the six months
ended October 31,
For the year
ended April 30,
2020
2019
2020
2019
(in thousands)
(in thousands)
Statement of Operations Data
Revenue
£ 4,964 £ 3,384 £ 11,191 £ 9,197
Net income (loss)
£ (18) £ (1,002) £ 1,651 £ 1,424
Statement of Cash Flows Data
Net cash generated from (used in) operating activities
£ 1,789 £ 1,213 £ 3,165 £ 3,056
Net cash generated from (used in) investing activities
£ (1,291) £ (1,618) £ (3,015) £ (2,628)
Net cash generated from (used in) financing activities
£ (520) £ 624 £ (72) £ (981)
As of
October 31,
As of
April 30,
2020
2020
2019
Balance Sheet Data
Total assets
£ 21,501 £ 23,048 £ 20,227
Total liabilities
£ 8,253 £ 9,016 £ 7,158
Total equity
£ 13,248 £ 14,032 £ 13,069
 
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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma combined financial data (the “summary pro forma data”) gives effect to the Transactions (as defined in the section titled “Unaudited Pro Forma Combined Financial Information”). The Merger between QOMPLX and Merger Sub will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Tailwind will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the reverse recapitalization will be treated as the equivalent of QOMPLX issuing stock for the net assets of Tailwind, accompanied by a recapitalization. The net assets of Tailwind will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization will be those of QOMPLX. The acquisitions by QOMPLX of Sentar and Tyche will be treated as business combinations under Financial Accounting Standards Board’s Accounting Standard Codification 805, “Business Combinations,” ​(“ASC 805”), and will be accounted for using the acquisition method of accounting. QOMPLX will record the fair value of assets acquired and liabilities assumed from Sentar and Tyche. The summary unaudited pro forma combined balance sheet data as of March 31, 2021 gives pro forma effect to these Transactions as if they had occurred on March 31, 2021. The summary unaudited pro forma combined statement of operations data for the three months ended March 31, 2021 and year ended December 31, 2020 give pro forma effect to these Transactions as if they had occurred on January 1, 2020.
The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of Tailwind, QOMPLX, Sentar and Tyche and related notes included in this proxy statement/ prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma combined financial information included in this proxy statement/prospectus has been prepared using the assumptions below with respect to the potential redemption into cash of Tailwind’s Class A Common Stock:

Assuming Minimum Redemptions:   This presentation assumes that no public stockholders of Tailwind exercise redemption rights with respect to their shares of Class A Common Stock for a pro rata share of the funds in Tailwind’s Trust Account.

Assuming Maximum Redemptions:    This presentation assumes that stockholders holding 13.4 million shares of Class A Common Stock will exercise their redemption rights for their pro rata share (approximately $10.00 per share, after minor adjustments for interest earned) of the funds in Tailwind’s Trust Account. This scenario gives effect to redemptions for aggregate redemption payments of $134.4 million using a per share redemption price that was calculated as $134,416,905 in the Trust Account per the unaudited pro forma combined balance sheet divided by 13,441,690 shares of Class A Common Stock as of March 31, 2021. Management arrived at these figures based on the below calculation, which considers the impact of Aggregate Transaction Proceeds required at Closing being no less than $200,000,000 pursuant to the Business Combination Agreement, the cash consideration QOMPLX will pay for Sentar and Tyche, and the impact of transaction costs related to the acquisition by QOMPLX of Sentar and Tyche.
 
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Pro Forma Combined
(Assuming No
Redemption)
Pro Forma Combined
(Assuming Maximum
Redemption)
(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Balance Sheet
Data as of March 31, 2021
Total assets
$ 531,786 $ 397,369
Total liabilities
$ 61,361 $ 61,361
Total stockholders’ equity
$ 470,426 $ 336,009
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for Three Months Ended March 31, 2021
Revenue
$ 24,909 $ 24,909
Net Loss
$ (5,419) $ (5,419)
Basic and diluted net income per share, Class A
$ (0.04) $ (0.04)
Weighted-average Class A shares outstanding – basic and diluted
143,541,630 130,099,939
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for Year Ended December 31, 2020
Revenue
$ 96,159 $ 96,159
Net Loss
$ (48,042) $ (48,042)
Basic and diluted net income per share, Class A
$ (0.33) $ (0.37)
Weighted-average Class A shares outstanding – basic and diluted
143,541,630 130,099,939
 
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FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Tailwind and QOMPLX. These statements are based on the beliefs and assumptions of the management of Tailwind and QOMPLX. Although Tailwind and QOMPLX believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Tailwind nor QOMPLX can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “possible,” “continue,” “might,” “potential,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the abilities of Tailwind and QOMPLX prior to the consummation of the Business Combination, and of New QOMPLX following the Business Combination, to:

meet the conditions to the Business Combination, including approval by stockholders of Tailwind and the Aggregate Transaction Proceeds being no less than $200,000,000;

realize the benefits expected from the Business Combination and the transactions contemplated thereby, including the Pipeline Acquisitions;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or any other agreement described in this proxy statement/prospectus;

the ability to obtain and/or maintain the listing of New QOMPLX common stock on NYSE following the Business Combination;

New QOMPLX’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination; and

statements relating to the business, operations and financial performance of Tailwind, QOMPLX, Tyche and Sentar prior to the Business Combination, and New QOMPLX after the Business Combination, including:

expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;

future business plans and growth opportunities, including revenue opportunity available from new or existing clients and expectations regarding the enhancement of platform capabilities and addition of new solution offerings;

developments and projections relating to competitors and the relevant industry in which such entity currently operates expects to expand into;

the impact of the COVID-19 pandemic on business and the actions such entity may take in response thereto;

expectations regarding future acquisitions, partnerships or other relationships with third parties;

future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future; and

other factors detailed under the section entitled “Risk Factors.”
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of Tailwind and QOMPLX, prior to the consummation of the Business Combination, and of New QOMPLX following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus:
 
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any delay in closing of the Business Combination, including due to delay or failure by QOMPLX to close the Pipeline Acquisitions;

risks related to disruption of management’s time from ongoing business operations due to the proposed Business Combination;

risks related to the failure to realize the anticipated strategic and financial benefits currently anticipated from the Pipeline Acquisitions (including the risk related to brand and software integration);

risks related to any failure to adapt to rapid technological changes, evolving industry standards and changing customer needs, requirements or preferences, which could harm the ability to remain competitive;

risks related to data privacy concerns, evolving regulations of cloud computing, cross-border data transfer restrictions and other domestic and foreign laws and regulations;

QOMPLX’s reliance on software and services from other parties;

risks related to failure by QOMPLX to meet certain of its service level commitments, which could harm its business, results of operations and financial condition;

delays in the completion of the U.S. government’s budget and appropriation process, which could delay procurement of products QOMPLX provides and have an adverse effect on its future revenues;

cybersecurity attacks; and

other factors detailed under the section titled “Risk Factors.”
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Tailwind and QOMPLX prior to the Business Combination, or New QOMPLX following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Tailwind or QOMPLX assess the impact of all such risk factors on the business of Tailwind and QOMPLX prior to the consummation of Business Combination, or New QOMPLX following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to Tailwind or QOMPLX or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Tailwind and QOMPLX prior to the consummation of Business Combination, or New QOMPLX following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect the beliefs and opinions of Tailwind or QOMPLX, as applicable, on the relevant subject. These statements are based upon information available to Tailwind or QOMPLX, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Tailwind or QOMPLX, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding Tailwind or QOMPLX prior to the consummation of the Business Combination, or New QOMPLX following the Business Combination, is based on the good faith estimates of QOMPLX’s management. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While QOMPLX is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “QOMPLX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.
 
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RISK FACTORS
In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements; Market, Ranking and Other Industry Data,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Unless the context otherwise requires, references in this subsection to “we”, “us”, “our”, “the Company” and “QOMPLX” generally refer to QOMPLX in the present tense or New QOMPLX from and after the Business Combination (including assuming the consummation of the proposed Pipeline Acquisitions).
Risks Related to QOMPLX’s Pipeline Acquisitions
There is no assurance that we will be able to complete the Pipeline Acquisitions.
The consummation of each of the Pipeline Acquisitions is subject to customary conditions, including receipt of certain governmental and third-party approvals, some of which are beyond our control. For example, Sentar provides services to various U.S. government agencies, some of which require Sentar to establish and maintain a security clearance in order to access classified information. In connection with the Sentar acquisition, Sentar and QOMPLX must receive approval from the Defense Security and Counterintelligence Agency (“DCSA”) to maintain Sentar’s security clearance and ability to access classified information. The approval process requires submission of significant information and documentation about the transaction and New QOMPLX’s ownership. In limited instances, DCSA can require significant corporate governance changes in order to mitigate any concerns that an applicant is subject to foreign ownership, control, or influence, which can impact such applicant’s ability to perform classified work.
There can be no assurance that we will be successful in consummation either or both the Pipeline Acquisitions on the timing, and subject to the terms that we expect, if at all. The consummation of both Pipeline Acquisitions substantially concurrently with the closing of the Business Combination is a condition to the consummation of the Business Combination under the Business Combination Agreement. If this condition is not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause QOMPLX and Tailwind to each lose some or all of the intended benefits of the Business Combination.
QOMPLX may fail to realize the anticipated strategic and financial benefits currently anticipated from the Pipeline Acquisitions.
We may not realize all of the anticipated benefits of one or both of the Pipeline Acquisitions, we may not further our business strategy as we expect, we may fail to realize the synergies and other benefits we expect from one or both of the Pipeline Acquisitions or we may otherwise not realize the expected return on our investment, any one of which outcomes could adversely affect our business, financial condition, and results of operations and potentially cause impairment to assets that would be recorded as a part of the Pipeline Acquisitions, including intangible assets and goodwill.
The historical and unaudited pro forma combined financial information included in this proxy statement/prospectus may not be representative of our results as a combined company following the Business Combination.
The historical financial information included in this proxy statement/prospectus is constructed from the separate financial statements of Tailwind, QOMPLX, Sentar and Tyche. The unaudited pro forma combined financial information presented in this proxy statement/prospectus is based in part on certain assumptions regarding the Pipeline Acquisitions and the Business Combination that we and Tailwind believe are reasonable. We cannot assure you that our assumptions will prove to be accurate over time. Accordingly, the historical and unaudited pro forma combined financial information included in this proxy statement/prospectus may not reflect what our results of operations and financial condition would have been had we been a combined entity during the periods presented, or what our results of operations and financial condition will be in the future. The challenge of integrating previously independent businesses makes evaluating our business and our future financial prospects difficult. These difficulties may be further exacerbated by the limited operating history of QOMPLX prior to the Business Combination, which can add additional
 
17

 
uncertainty to our ability to forecast future results of operations. Our potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently organized or combined companies.
In addition, the unaudited pro forma financial information included in this proxy statement/prospectus reflects adjustments, which are based upon preliminary estimates, among other things, to allocate the purchase price to QOMPLX’s net assets. The purchase price allocation reflected in this proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of QOMPLX as of the date of the completion of the Business Combination. Following the completion of the Business Combination, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus.
Risks Related to the Business and Industry of QOMPLX
If we fail to adapt to rapid technological change, evolving industry standards and changing customer needs, requirements or preferences, our ability to remain competitive could be impaired.
The market for our platform and solutions, is characterized by rapid technological change, evolving industry standards and changing regulations, as well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to anticipate, adapt and respond effectively to these changes on a timely and cost-effective basis. In addition, as our customers’ data infrastructure needs grow more complex, we expect them to face new and increasing challenges. Our customers require that our platform and solutions effectively identify and respond to these challenges without disrupting the performance of our customers’ information technology and data systems or interrupting their operations. As a result, we must continually modify and improve our offerings in response to changes in our customers’ data infrastructures and operational needs or end-user preferences. The success of any enhancement to our existing offerings or the deployment of new offerings depends on several factors, including the timely completion and market acceptance of our enhancements or new offerings. Any enhancement to our existing offerings or new offerings that we develop and introduce involves significant commitment of time and resources and is subject to a number of risks and challenges including, but not limited to:

ensuring the timely release of new solutions (including products and professional services) and enhancements to our existing solutions;

adapting to emerging and evolving industry standards, technological developments by our competitors and customers and changing regulatory requirements;

interoperating effectively with existing or newly-introduced technologies, systems or applications of our existing and prospective customers;

resolving defects, errors or failures in our platform or solutions;

extending our solutions to new and evolving operating systems and hardware products; and

managing new solutions, product suites and service strategies for the markets in which we operate.
If we are not successful in managing these risks and challenges, or if our platform or solutions (including any upgrades thereto) are not technologically competitive or do not achieve market acceptance, our business, financial condition, and results of operations could be adversely affected.
The markets in which we operate are highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.
Our business is highly competitive with a fragmented landscape, which we believe does not include an exact like-for-like comparison to QOMPLX. The general approach for competitors’ specializations is dichotomous as either a single data warehouse offering with multiple “jack-of-all-trades” use cases, or a single core industry/product specialization. Our closest competitors are cloud based software companies that
 
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provide either marketing, financial analytics, crisis management, cyber security, or digital insurance software. We expect more cloud-based companies to enter into the markets where we operate and a wider range of digital solutions to be introduced to the market given the relatively low barriers to entry in the industry. Our competitors vary in size and include private and public companies, many of which have greater financial, marketing, and technical resources as well as name recognition. Additionally, our Q:Government solutions suite may, and following the completion of our proposed acquisition of Sentar as part of the Pipeline Acquisitions, will compete with the U.S. government’s own capabilities and federal non-profit contract research centers.
The markets in which we operate are characterized by rapidly changing technology and the needs of our customers change and evolve regularly. Accordingly, our success depends on our ability to invest in and develop solutions that address these changing needs and to provide the people and technology needed to deliver these and solutions. To remain competitive, we must consistently provide superior service, technology, and performance on a cost-effective basis to our customers, while understanding customer priorities and maintaining customer relationships. Our competitors may be able to provide our customers with different or greater capabilities or technologies or better contract terms than we can provide, including technical qualifications, past contract experience, geographic presence, price, and the availability of qualified professional personnel. Some of our competitors have made or could make acquisitions of businesses, or establish teaming or other agreements among themselves or third parties, that allow them to offer more competitive and comprehensive solutions. As a result of such acquisitions or arrangements, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these solutions and services to market, initiate or withstand substantial price competition or develop and expand their product and service offerings more quickly than we do. All of the foregoing could make it difficult or impossible for us to provide solutions that compete favorably in the markets in which we operate.
In addition, we expect that a substantial portion of the business that we seek with respect to our Q:Government solutions suite will be subject to competitive bidding processes with our U.S. government customers. See Risk Factors — Risks Related to Government Contracting Matters of QOMPLX — Due to the competitive process to obtain government contracts and the likelihood of bid protests, we may be unable to achieve or sustain revenue growth and our business, financial condition, and results of operations may be adversely affected.”
For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform and solutions or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, financial condition, and results of operations.
Adverse general and industry-specific economic and market conditions and reductions in customer spending, in either the private or public sector, may reduce demand for our platform or solutions, which could harm our business, financial condition and results of operations.
Our business, financial condition, and results of operations depend on the overall demand for our platform and solutions. Concerns about the systemic impact of a potential widespread recession (in the U.S. or internationally), geopolitical issues or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence, and diminished growth expectations in the U.S. economy and abroad, which in turn could result in reductions in information technology, software, and security spending by our existing and prospective customers. Negative economic conditions in both the public and private sectors, including macroeconomic, political and market conditions, government shutdowns or reduction in government spending (particularly with respect to our Q:Government solutions suite as discussed in more detail below), the availability of short-term and long-term funding and capital, the level and volatility of interest rates, currency exchange rates, and inflation, may cause customers to reduce their spending. Prolonged economic slowdowns may result in customers delaying or canceling projects, choosing to focus on in-house development efforts or seeking to lower their costs by requesting us to renegotiate existing contracts on less advantageous terms or defaulting on payments due on existing contracts or not renewing at the end of the contract term.
Our customers may merge with other entities who purchase solutions and services from our competitors and, during weak economic times, there is an increased risk that one or more of our customers will file for
 
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bankruptcy protection, either of which may harm our business, financial condition, and results of operations. We also face risks from international customers that file for bankruptcy protection in foreign jurisdictions, particularly given that the application of foreign bankruptcy laws may be more difficult to predict. In addition, we may determine that the cost of pursuing any claim may outweigh the recovery potential of such claim. As a result, broadening or protracted extension of an economic downturn could harm our business, financial condition, and results of operations.
A decline in the U.S. government budget, changes in spending or budgetary priorities or delays in contract awards may adversely affect our business, financial condition, and results of operations and limit our growth prospects.
On a pro forma basis after giving effect to the Transactions, contracts with U.S. government agencies would have represented approximately $54.4 million, or approximately 57%, of our total revenue for the year ended December 31, 2020. Following the completion of our proposed acquisition of Sentar as part of the Pipeline Acquisitions, we expect that revenue under contract with U.S. government agencies will continue to represent a substantial amount of our total revenue in the future. Levels of U.S. government spending are difficult to predict and subject to significant risk. Laws and plans adopted by the U.S. government relating to, along with pressures on and uncertainty surrounding the U.S. federal budget, potential changes in budgetary priorities and defense spending levels, sequestration, the appropriations process, and the permissible federal debt limit, could adversely affect the funding for individual programs and delay purchasing or payment decisions by our customers. Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the new Biden Administration and Congress, and what challenges budget reductions will present for us and the industry for our Q:Government solutions and products generally.
Current U.S. government spending levels for defense-related or other programs may not be sustained and future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of uncertainty surrounding the federal budget, increasing political pressure and legislation, shifts in spending priorities from defense-related or other programs as a result of competing demands for federal funds, the number and intensity of military conflicts, or other factors. In the event government funding relating to our contracts with U.S. government becomes unavailable, or is reduced or delayed, or planned orders are reduced, our contract or subcontract under such programs may be terminated or adjusted by the U.S. government or the prime contractor, if applicable. Our operating results could also be adversely affected by spending caps or changes in the budgetary priorities of the U.S. government, as well as delays in program starts or the award of contracts or task orders under contracts.
The U.S. government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift the U.S. Department of Defense (“DoD”) or other budgetary priorities, reduce overall U.S. government spending or delay contract or task order awards for defense-related or other programs from which we would otherwise expect to derive a significant portion of our future revenues. In addition, changes to the federal or DoD acquisition system and contracting models could affect whether and how we pursue certain opportunities and the terms under which we are able to do so. A significant decline in overall U.S. government spending, a significant shift in its spending priorities, the substantial reduction or elimination of particular defense-related programs, or significant delays in contract or task order awards for large programs could adversely affect our business, financial condition, and results of operations and limit our growth prospects.
Historically, a limited number of customers have accounted for a substantial portion of our revenue. If existing customers do not renew their contracts with us (ore renew at reduced spending levels), or if our relationships with our largest customers are impaired or terminated, our revenue could decline, and our business, financial condition, and results of operations would be adversely impacted.
Each of QOMPLX, Tyche and Sentar have historically derived a significant portion of their respective revenue from a limited number of existing customers and we expect that New QOMPLX will continue to derive a substantial portion of our revenue from a relatively limited number of customers following the
 
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Business Combination. For this reason, any issue that compromises our relationship with our largest customers, including our performance on contracts and task orders, the strength of our professional reputation, compliance with applicable laws and regulations, and the strength of our relationships with customer personnel, would cause our revenue to decline. In addition, the mishandling or the perception of mishandling of sensitive information, such as our failure to maintain the confidentiality of the existence of our business relationships with certain of our customers, including as a result of misconduct or other improper activities by our employees or subcontractors, or a failure to maintain adequate protection against security breaches, including those resulting from cyberattacks, could harm our relationship with our customers. If our existing customers do not renew their contracts with us (or reduce their contracts at reduced spending levels), or if our relationships with our largest customers are impaired or terminated, our revenue could decline, and our business, financial condition, and results of operations would be adversely impacted.
Failure of our platform in general, and our solutions in particular, to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, financial condition, results of operations, and growth prospects.
Market acceptance of our platform in general, and solutions (including our products and professional services) in particular, are critical to the success of QOMPLX following the Business Combination. Market acceptance of our platform and solutions depends in part on market awareness and whether or not potential customers can overcome any concerns with placing sensitive information on a cloud-based platform. In addition, demand for our platform in particular is affected by a number of other factors, some of which are beyond our control. These factors include continued market acceptance of our platform and solutions, the pace at which existing customers realize benefits from the use of our platform and solutions and decide to expand deployment or use of our platform and solutions across their business, the timing of development and release of new solutions by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. In addition, we expect that the needs of our customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our platform and solutions continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our platform in general, and our solutions in particular, our business, financial condition, results of operations, and growth prospects will be materially and adversely affected.
We recognize revenue under certain of our customer contracts over the term of such contract, or otherwise over time as we perform our obligations under such contracts. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.
We have, and will in the future following the completion of the Pipeline Acquisitions, recognized revenue under certain of our customer contracts over the term of such contracts, or otherwise over time as we perform our obligations under such contracts. For example, QOMPLX has historically recognized revenue from subscriptions to its platform and solutions ratably over the multi-year term of the subscriptions. Sentar has historically recognized substantially all of its revenue over time as it performs its obligations under its contracts as control of work in process transfer to the customer. Similarly, a portion Tyche’s revenue related to implementation services and software updates are recognized over implementation or update periods, as applicable. As a result, a substantial portion of the revenue we report in each period is, and may in the future be, attributable to the recognition of deferred revenue relating to agreements that we entered into during previous periods. Consequently, any increase or decline in new sales or renewals in any one period will not be immediately reflected in our revenue for that period. Any such change, however, would affect our revenue in future periods. Accordingly, the effect of downturns or upturns in new sales and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods. We may also be unable to timely reduce our cost structure in line with a significant deterioration in sales or renewals that would adversely affect our business, financial condition, and results of operations.
We employ multiple, unique and evolving pricing models, which subject us to various pricing challenges that could make it difficult for us to derive value from our customers and may adversely affect our business, financial condition, and results of operations.
We employ multiple, unique and evolving pricing models for our offerings. Our pricing models may ultimately result in a higher total cost to our customers generally as data volumes increase over time, or may
 
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cause our customers to limit or decrease usage in order to stay within the limits of their existing licenses or lower their costs, making it more difficult for us to compete in our markets or negatively impacting our business, financial condition, and results of operations. As the amount of data within our customers’ organizations grows, we face downward pressure from our customers regarding our pricing, which could adversely affect our revenues and operating margins. In addition, our unique pricing models may allow competitors with different pricing models to attract customers unfamiliar or uncomfortable with our pricing models, which would cause us to lose business or modify our pricing models, both of which could adversely affect our revenues and operating margins. We have introduced and expect to continue to introduce variations to our pricing models, including but not limited to usage-based, tiered pricing based on number of users, flat upfront fee, fixed price, level of effort, cost plus fee, utility-based pricing and other pricing programs. Although we believe that these pricing models and variations to these models will drive net new customers, increase customer adoption, it is possible that they will not and may potentially cause customers to decline to purchase or renew contracts with us or confuse customers and reduce their lifetime value, which could negatively impact our business, financial condition, and results of operations.
Our success and ability to grow our business depend on retaining and expanding our customer base. If we fail to add new customers or retain existing customers, our business, financial condition, and results of operations could be harmed.
We may enter into term-based agreements for our platform and solutions, which customers have discretion to renew or terminate at the end of the initial term, or stand-alone agreements for the provision of specified software or services. In order for us to improve our operating results, it is important that we add new customers and that our existing customers renew, upgrade and expand their term-based agreements when the initial contract term expires, or otherwise become repeat users of our platform and solutions for stand-alone engagements. Our customers have no obligation to renew, upgrade or expand their agreements with us after the terms have expired, or otherwise continue their relationship with us once a stand-alone engagement ended. Our customers’ renewal, upgrade and expansion rates, and the rate at which we are able to obtain repeat stand-alone engagements with customers, may decline or fluctuate as a result of a number of factors, including their satisfaction or dissatisfaction with our offerings, our pricing, the effects of general economic conditions, competitive offerings or alterations or reductions in our customers’ spending levels. If we are unable to add new customers or if our existing customers do not renew, upgrade or expand their agreements with us or renew on terms less favorable to us, or do not otherwise continue to use our platform and solutions for subsequent engagements, our revenues may decline and our business, financial condition, and results of operations could be harmed.
Our sales cycles can be long and unpredictable, particularly with respect to large subscriptions and government customers, and our sales efforts require considerable time and expense.
Although we believe that we have a predictable revenue stream from existing customers, our operating results may fluctuate, in part, because of the resource intensive nature of our sales efforts, the length and variability of the sales cycle of our offerings and the short-term difficulty in adjusting our operating expenses. Our operating results depend in part on sales to new enterprise and government customers. The length of our sales cycle, from initial evaluation to adoption and payment, varies substantially from customer to customer. This variation is due to numerous factors, including in the expansion of our offerings and new pricing models. In some cases, our customers may wish to consider a combination of our offerings, potentially further slowing our sales cycle. Our sales cycle can extend to more than a year for certain customers, particularly large customers and government organizations. Additionally, a pattern of increased sales in the fourth fiscal quarter as a result of industry buying patterns has positively impacted sales activity in that period, which can result in lower sequential revenue in the first fiscal quarter. We expect this cyclicality as a result of buying patterns to continue.
It is difficult to predict exactly when we will make a sale with a potential customer, expand our sales to existing customers, or when a user of a trial version of one of our offerings will upgrade to the paid version of that offering. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or delay of one or more large transactions in any period could impact our operating results for that period and any future periods for which revenues from that transaction is delayed. As a result of these factors, it is difficult for us to forecast our revenues accurately
 
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in any quarter. Because a substantial portion of our expenses are relatively fixed in the short-term (subject to rising fixed costs in the longer term as discussed above), our operating results will suffer if revenues fall below our expectations in a particular quarter, which could cause the price of our New QOMPLX Common Stock to decline.
If we fail to develop, maintain, enhance and differentiate our brand and reputation cost-effectively, our business, financial condition, and results of operations may be adversely affected.
We believe that maintaining, enhancing and differentiating the “QOMPLX” brand identity is critical to our relationships with current customers and partners and to our ability to attract new customers and partners. The successful promotion of our brand will depend largely upon our marketing efforts, our ability to continue to offer high-quality offerings and our ability to successfully differentiate our offerings from those of our competitors. In addition, independent industry analysts often provide reviews of our offerings, as well as those of our competitors, and perception of our offerings in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ solutions and services, our brand may be adversely affected.
Moreover, acquisitions have been a major component of our growth and the development of our business, including the proposed Pipeline Acquisitions and our recent acquisition of Hyperion Gray. Acquisitions can broaden and diversify our brand holdings and solution offerings, and allow us to build additional capabilities and competencies around our brand blueprint. However, we cannot be certain that the solutions and offerings of companies we have acquired or may acquire, or acquire an interest in, will achieve or maintain popularity with consumers in the future or that any anticipated brand synergies will be realized. Even if achieved, these benefits may be delayed or reduced in their realization. If we are unable to successfully integrate these newly acquired brands or such brands lose goodwill as a result of our acquisition, subsequent integration activities or otherwise, this may negatively impact our business and our business growth.
We have and will continue to incur expenditures in connection with our brand enhancement campaigns (including through our recent, ongoing and future acquisitions), and we anticipate that brand promotion expenditures will increase as our market becomes more competitive and as we attempt to grow our business. To the extent that these activities yield increased revenues, these revenues may not offset the increased expenses we incur. If we do not successfully maintain, enhance and differentiate our brand, our business may not grow, we may have reduced pricing power relative to competitors with stronger brands, and we could lose customers and partners, all of which would adversely affect our business, financial condition, and results of operations.
Our ability to introduce new solutions and features is dependent on adequate research and development resources and our ability to successfully complete acquisitions. If we do not adequately fund our research and development efforts or complete acquisitions successfully, we may not be able to compete effectively and our business, financial condition, and results of operations may be harmed.
To remain competitive, we must continue to offer new solutions and enhancements to our existing platform. This is particularly true as we further expand and diversify our capabilities. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. We may also choose to expand into a certain market or strategy via an acquisition (such as the proposed Pipeline Acquisitions) for which we could potentially pay too much or fail to successfully integrate into our operations. Further, many of our competitors expend a considerably greater amount of funds on their respective research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs. Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors and our business, financial condition, and results of operations could be adversely affected. Moreover, there is no assurance that our research and development or acquisition efforts will successfully anticipate market needs and result in significant new marketable solutions or enhancements to our existing platform and solutions, design improvements, cost savings, revenues or other expected benefits.
 
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If we are unable to generate an adequate return on such investments, we may not be able to compete effectively and our business, financial condition, and results of operations may be materially and adversely affected.
Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform’s value proposition and solutions.
Our ability to increase our customer base and achieve broader market acceptance of our platform’s value proposition and solutions will depend on our ability to expand our sales and marketing operations. Our business will be harmed if our business development efforts do not generate a corresponding increase in revenue. We may not achieve anticipated revenue growth from expanding our direct sales force if we are unable to hire and develop talented direct sales personnel, if our new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we are unable to retain our existing direct sales personnel. There is significant competition for sales personnel with the advanced sales skills and technical knowledge we need. Selling our platform’s value proposition and solutions to sophisticated enterprise customers, including government organizations, requires particularly talented sales personnel with the ability to communicate the transformative potential of our platform.
We target enterprise customers and government organizations, and sales to these customers involve risks that may not be present or that are present to a lesser extent with sales to smaller entities.
We have a robust sales team that targets enterprise customers and government organizations. Sales to large customers involve risks that may not be present or that are present to a lesser extent with sales to smaller entities, such as longer sales cycles, more complex customer requirements, substantial upfront sales costs, and less predictability in completing some of our sales. For example, enterprise customers may require considerable time to evaluate and test our solutions and those of our competitors prior to making a purchase decision and placing an order. A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our solutions, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval and/or competitive bidding processes. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to large enterprises typically taking longer to complete. Moreover, large enterprise customers often begin to deploy our solutions on a limited basis, but nevertheless demand configuration, integration services and pricing negotiations, which increase our upfront investment in the sales effort with no guarantee that these customers will deploy our solutions widely enough across their organization to justify our substantial upfront investment.
Our business depends, in part, on sales to government organizations and other highly regulated customers, which are subject to a number of specific challenges, additional costs and risks.
We have sold and may sell to U.S. federal, state, and local, as well as foreign, governmental agency customers, as well as to customers in highly regulated industries such as financial services, telecommunications, and healthcare. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. The contracting requirements that apply to such contracts may change and in doing so restrict our ability to sell into the various sectors. The demand and payment for our platform and solutions with respect to such customers may be affected by budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public and enterprise sector demand for our platform and applications.
Contracting with governmental and highly regulated entities may impose added costs on our business, and failure to comply with applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our partners, downward contract price adjustments or refund obligations, civil or criminal penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government or other entity would adversely
 
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impact, and could have a material adverse effect on, our business, financial condition, results of operations, public perception and growth prospects.
Governmental and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. All these factors can add further risk to business conducted with these customers. If sales expected from a government entity or highly regulated organization for a particular quarter are not realized in that quarter or at all, our business, financial condition, results of operations, and growth prospects could be materially and adversely affected. For additional discussion regarding risks associated with our Q: Government solutions suite, see Risk Factors — Risks Related to Government Contracting Matters of QOMPLX.
Our ability to maintain customer satisfaction depends in part on the quality of our customer support.
Once our platform and solutions are purchased, our customers depend on our maintenance and support teams to resolve technical and operational issues relating to our platform and solutions. Our ability to provide effective customer maintenance and support is largely dependent on our ability to attract, train, and retain qualified personnel with experience in supporting customers with our platform and solutions such as ours and maintaining the same. The number of our customers has grown significantly and that has and will continue to put additional pressure on our customer maintenance and support teams. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support or maintenance assistance. We also may be unable to modify the future, scope, and delivery of our maintenance services and technical support to compete with changes in the technical services provided by our competitors. Increased customer demand for maintenance and support services, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, if we experience increased customer demand for support and maintenance, we may face increased costs that may harm our business, financial condition, or results of operations. Further, as we continue to grow our operations and support our global customer base, we need to be able to continue to provide efficient support and effective maintenance that meets our customers’ needs globally at scale. Customers receive additional maintenance and support features, and the number of our customers has grown significantly, which will put additional pressure on our organization. If we are unable to provide efficient customer maintenance and support globally at scale or if we need to hire additional maintenance and support personnel, our business may be harmed. Our ability to attract new customers is highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality maintenance and support services, a failure of channel parties to maintain high-quality maintenance and support services or a market perception that we do not maintain high-quality maintenance and support services for our customers, would harm our business.
Our senior leadership team is critical to our continued success and the loss of such personnel could harm our business.
Our future success substantially depends on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities that are difficult to replace. If we lose key members of our senior management operating team, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and this may have a material adverse effect on our business, financial condition, and results of operations.
The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and culture and prevent us from executing our business strategy.
To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, data scientists, engineers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for employees with high levels of expertise in designing, developing and managing platforms and applications for data management, machine learning, and analytics technologies, as well as for skilled data scientists, sales, and operations professionals. In addition, we are extremely selective in our hiring process, which requires significant
 
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investment of time and resources from internal stakeholders and management. At times, we have experienced, and we may continue to experience, difficulty in hiring personnel who meet the demands of our selection process and with appropriate qualifications, experience, security clearances, or expertise, and we may not be able to fill positions as quickly as desired. We must also continue to retain and motivate existing employees through our compensation practices, company culture, and career development opportunities. If we are unable to hire, integrate, train, or retain the qualified and highly skilled personnel required to fulfill our current or future needs, our business, financial condition, and operating results could be harmed.
Further, we believe that a critical contributor to our success and our ability to retain highly skilled personnel has been our corporate culture, which we believe fosters innovation, teamwork, passion for end-customers, focus on execution, and the facilitation of critical knowledge transfer and knowledge sharing. As we grow and evolve, we may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture as we grow could limit our ability to innovate and could negatively affect our ability to retain and recruit personnel, continue to perform at current levels or execute on our business strategy.
Our business could be disrupted by catastrophic events.
The occurrence of any catastrophic event, including earthquake, fire, flood, tsunami, or other weather event, power loss, telecommunications failure, software or hardware malfunctions, pandemics (such as the COVID-19 pandemic), political unrest, geopolitical instability, cyberattack, war, or terrorist attack, could result in lengthy interruptions in our ability to serve our customers. In addition, acts of terrorism could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements and insurance coverage, our service could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solutions to our customers would be impaired, or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business would be harmed.
The COVID-19 pandemic could harm our business, financial condition, and results of operations.
The novel strain of COVID-19 identified in late 2019 has spread globally, including within the U.S., and has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns. This outbreak has negatively impacted and will likely continue to have a negative impact on, worldwide economic activity and financial markets and has impacted, and will further impact, our workforce and operations, the operations of our end-customers, and those of our respective partners, vendors and suppliers. In light of the uncertain and rapidly evolving situation relating to the spread of this virus and various government restrictions and guidelines, we have taken measures intended to mitigate the spread of the virus and minimize the risk to our employees, end-customers and the communities in which we operate. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available, the precautionary measures that we have adopted could negatively affect our customer success efforts, sales and marketing efforts, delay and lengthen our sales cycles, and create operational or other challenges, any of which could harm our business and results of operations. In addition, COVID-19 may disrupt the operations of our end-customers for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows.
The impact of COVID-19 is fluid and uncertain, but it has caused and may continue to cause various negative effects, including, but not limited to:

an inability to meet with our actual or potential customers;

our customers deciding to delay or abandon their planned purchases or projects;

increased requests for delayed payment terms or product discounts by our customers;

us delaying, canceling, or withdrawing from user and industry conferences and other marketing events, including some of our own; and
 
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changes in the demand for our solutions, which has caused us to reprioritize our engineering and research and development efforts.
As a result, we may experience extended sales cycles, our demand generation activities, and our ability to close transactions with customers may be negatively impacted, our ability to provide customer support may be adversely affected and it has been and, until the COVID-19 outbreak is contained and global economic activity stabilizes, will continue to be more difficult for us to forecast our operating results. More generally, the outbreak has not only significantly and adversely increased economic and demand uncertainty, but it has caused a global economic slowdown, and it is likely that it will cause a global recession which could likely decrease technology spending and adversely affect demand for our offerings and harm our business and results of operations.
Risks Related to Legal and Regulatory Matters of QOMPLX
Any future litigation against us could be costly and time-consuming to defend.
We may become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with contractual disputes, claims related to intellectual property or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position, and results of operations. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.
Data privacy concerns, evolving regulations of cloud computing, cross-border data transfer restrictions and other domestic and foreign laws and regulations may limit the use and adoption of, or require modification of our platform or solutions, which could adversely affect our business. Additionally, our actual or perceived failure to comply with these laws could harm our business.
Laws and regulations related to the provision of services on the internet are increasing, as federal, state and foreign governments continue to adopt new laws and regulations addressing data privacy and the collection, processing, storage and use of personal information. Internationally, many of the jurisdictions in which we operate have established their own data security and privacy legal frameworks with which we, or our customers, must comply. We have implemented various features and processes intended to enable our customers to better comply with applicable privacy and security requirements, but these features and processes do not guarantee compliance and may not guard against all potential privacy concerns.
We are subject to stringent and changing privacy laws, regulations and standards, information security policies and contractual obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could harm our business. For example, the European Union (the “EU”) adopted the General Data Protection Regulation (the “GDPR”) which became effective and enforceable across all then-current member states of the EU on May 25, 2018. The GDPR applies to any company established in the EU as well as to those outside the EU if they process personal data in relation to the offering of goods or services to individuals in the EU and/or the monitoring of their behavior. The GDPR enhances data protection obligations for both processors and controllers of personal data, including by extending the rights available to affected data subjects, materially expanding the definition of what is expressly noted to constitute personal data, requiring additional disclosures about how personal data is to be used, and imposing limitations on retention of personal data, creating mandatory data breach notification requirements in certain circumstances, and establishing onerous new obligations on services providers who process personal data simply on behalf of others. Under the GDPR, fines of up to €20 million or up to 4% of an undertaking’s total worldwide annual turnover of the preceding financial year, whichever is higher, may be imposed. In addition to administrative fines, a wide variety of other potential enforcement powers are available
 
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to competent authorities in respect of potential and suspected violations of the GDPR, including extensive audit and inspection rights, and powers to order temporary or permanent bans on all or some processing of personal data carried out by noncompliant actors. Given the breadth and depth of changes in data protection obligations, complying with its requirements has caused us to expend significant resources and such expenditures are likely to continue into the near future as we respond to new interpretations, additional guidance and potential enforcement actions and patterns, and as we continue to negotiate data processing agreements with our customers and business partners. While we have taken steps to comply with the GDPR, and implementing legislation in applicable member states, we cannot assure you that our efforts to achieve and remain in compliance have been, and/or will continue to be, fully successful.
The U.S. federal government, and various state and foreign governments, have adopted or proposed limitations on the collection, distribution, use, and storage of certain categories of information, such as personally identifiable information of individuals, health information, and other sector-specific types of data, including the Federal Trade Commission, the Electronic Communication Privacy Act, Computer Fraud and Abuse Act, Health Insurance Portability and Accountability Act (“HIPAA”) and the Gramm Leach Bliley Act. Certain U.S. states have also adopted limitations on the collection, distribution, use, and storage of certain categories of information. For example, California enacted the California Consumer Privacy Act (the “CCPA”) on June 28, 2018, which took effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used.
As a contractor supporting defense and national security clients (particularly following the completion of the proposed acquisition of Sentar as part of the Pipeline Acquisitions), we may also subject to certain additional regulatory compliance requirements relating to data privacy and cybersecurity. Under the DoD Federal Acquisition Regulation Supplement (“DFARS”) and other federal regulations, certain of our networks and information technology systems are required to comply with the security and privacy controls in National Institute of Standards and Technology Special Publications. To the extent that we do not comply with the applicable security and control requirements, unauthorized access or disclosure of sensitive information could potentially result in a contract termination, which could materially and adversely affect our business and lead to reputational harm. We may also be subject to the DoD Cybersecurity Maturity Model Certification (“CMMC”) requirements, which requires all contractors to receive specific third-party certifications relating to specified cybersecurity standards in order to be eligible for contract awards. The DoD expects that all new contracts will be required to comply with the CMMC by 2026, with initial requests for information beginning in June 2020 and requests for proposal beginning in September 2020. We are in the process of evaluating our readiness and preparing for the CMMC, but to the extent we are unable to achieve certification in advance of contract awards that specify the requirement, we will be unable to bid on such contract awards or on follow-on awards for existing work with the DoD, depending on the level of standard as required for each solicitation, which could adversely impact our revenue and profitability. In addition, any obligations that may be imposed on us under the CMMC may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance.
Privacy and data protections laws and regulations are subject to new and differing interpretations and there may be significant inconsistency in laws and regulations among the jurisdictions in which we operate or provide our software-as-a-service (“SAAS”) offerings. Legal and other regulatory requirements could restrict our ability to store and process data as part of our SaaS offerings, or, in some cases, impact our ability to provide our SaaS offerings in certain jurisdictions. Our inability to provide our offerings in certain jurisdictions, as a result of their local data privacy frameworks may result in the loss of business opportunities from customers operating in, or seeking to expand into, those jurisdictions. In addition, we may seek to engage third party support providers in certain jurisdictions in order to comply with our customers’ data privacy concerns and such engagements may be costly.
Privacy and data protection laws and regulations may also impact our customers’ ability to deploy certain of our solutions globally, to the extent they utilize our solutions for storing personal information that they process. Additionally, if third parties that we work with violate applicable laws or our policies, such violations may also put our customers’ information at risk and could in turn have an adverse effect on our business. The costs of compliance with, and other burdens imposed by, data privacy laws, regulations and
 
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standards may require resources to create new solutions or modify existing solutions, could lead to us being subject to significant fines, penalties or liabilities for noncompliance, could lead to complex and protracted contract negotiations with respect to privacy and data protection terms, and may slow the pace at which we close sales transactions, any of which could harm our business.
The data protection landscape is rapidly evolving, and we expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, and information security. We cannot yet determine the impact that such future laws, regulations and standards may have on our business. Such laws and regulations are often subject to differing interpretations and may be inconsistent among jurisdictions. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, with respect to any security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties, friction in our customer relationships or adverse publicity, and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.
Around the world, there are numerous lawsuits in process against various technology companies that process personal data. If those lawsuits are successful, it could increase the likelihood that we may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business. Furthermore, the costs of compliance with, and other burdens imposed by, laws, regulations and policies concerning privacy and data security that are applicable to the businesses of our customers may limit the use and adoption of our platform and reduce overall demand for it.
In addition, if our platform and/or solutions are perceived to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism and potential legal liability. Existing and potential laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of personal data may create negative public reactions to technologies and solutions such as ours.
Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices (“FCPA”) and other anti-corruption, anti-bribery, and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person, or gain any improper advantage. The FCPA and similar applicable anti-bribery and anti-corruption laws also prohibit our third-party business partners, representatives, and agents from engaging in corruption and bribery. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible. Our exposure for violating these laws may increase as we expand internationally and as we commence sales and operations in additional foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a drop in stock price or overall adverse consequences to our business, all of which may have an adverse effect on our reputation, business, financial condition, and results of operations.
We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.
Our platform and solutions are subject to various restrictions under U.S. export control and trade and economic sanctions laws and regulations, including the U.S. Department of Commerce’s Export
 
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Administration Regulations (“EAR”) and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). U.S. export control and economic sanctions laws and regulations include restrictions or prohibitions on the sale or supply of certain artificial intelligence platform and applications, services and technologies to U.S. embargoed or sanctioned countries, governments, persons, and entities. Further, U.S. export laws and regulations include broad licensing requirements, including requiring authorization for the export of certain items. In addition, various countries regulate the import of certain items, including through import permitting and licensing requirements and have enacted or could enact laws that could limit our ability to distribute our platform and solutions or could limit our customers’ ability to implement our platform or solutions in those countries.
Changes in our platform or solutions and, if required, obtaining the necessary export license or other authorization for a particular sale, or changes in export, sanctions, and import laws, may result in the delay or loss of sales opportunities, delay the introduction and sale of subscriptions to our platform or solutions in international markets, prevent our customers with international operations from using our platform or solutions or, in some cases, prevent the access or use of our platform or solutions to and from certain countries, governments, persons, or entities altogether. Further, any change in export or import regulations, economic sanctions or related laws, shift in the enforcement or scope of existing regulations or change in the countries, governments, persons, or technologies targeted by such regulations could result in decreased use of our platform or solutions or in our decreased ability to export or sell our platform or solutions to existing or potential customers with international operations. Any decreased use of our platform or solutions or limitation on our ability to export or sell our platform or solutions would likely harm our business.
In addition, if our customers fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected through reputational harm, as well as other negative consequences, including government investigations and penalties. Even though we take precautions to ensure that we comply with all relevant regulations, any failure by us or our customers to comply with U.S. export control and economic sanctions laws and regulations or other laws could have negative consequences, including reputational harm, government investigations and substantial civil and criminal penalties (e.g., fines, incarceration for responsible employees and managers, and the possible loss of export or import privileges).
We have business and customer relationships with certain entities who are stockholders or are affiliated with our directors, or both, and conflicts of interest may arise because of such relationships.
Some of our customers and other business partners are affiliated with certain of our directors or hold shares of our capital stock, or both. We believe that the transactions and agreements that we have entered into with related parties are on terms that are at least as favorable as could reasonably have been obtained at such time from third parties. However, these relationships could create, or appear to create, potential conflicts of interest when our board of directors is faced with decisions that could have different implications for us and these other parties or their affiliates. In addition, conflicts of interest may arise between us and these other parties and their affiliates. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, as well as our relationship with other companies and our ability to enter into new relationships in the future, including with competitors of such related parties, which could harm our business and results of operations. For additional information about these relationships, see “Certain Relationships and Related Person Transactions – QOMPLX.”
Legal, political and economic uncertainty surrounding the exit of the U.K. from the EU may be a source of instability in international markets, create significant currency fluctuations, adversely affect our operations in the U.K. and pose additional risks to our business, financial condition and results of operations.
The U.K. formally left the EU on January 31, 2020, commonly referred to as Brexit. The long-term effects of Brexit is uncertain and depends in part on any agreements the U.K. may make with the EU and others, in particular any agreements the U.K. makes to retain access to EU markets either during any transitional period or more permanently. The continued development of the U.K.’s legal, political and economic relationships with the EU may be a source of instability in the international markets, create significant currency fluctuations, and otherwise adversely affect trading agreements or similar cross-border co-operation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). Further, if other
 
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EU Member States pursue withdrawal, barrier-free access between the U.K. and other EU Member States or among the European Economic Area overall could be diminished or eliminated. Such a withdrawal from the EU is unprecedented, and it is unclear how Brexit, and any potential regulatory or legal divergence between the U.K. and the EU over time, will impact our international and U.K. operations, including our customers in the U.K. We may also face new regulatory costs and challenges that could have an adverse effect on our operations. Brexit has already created economic uncertainty, and its consequences could adversely impact our business, financial condition and results of operations.
Risks Related to Technology Matters of QOMPLX
We rely on software and services from other parties. Defects in or the loss of access to software or services from third parties could increase our costs and adversely affect the quality of our solutions.
We rely on third-party computer systems, broadband and other communications systems and service providers in providing access to our platform. Any interruptions, outages or delays in our systems, infrastructure or business, or the systems, infrastructure or business of such third parties, or deterioration in the performance of these systems and infrastructure, could impair our ability to provide access to our platform. Our business would be disrupted if any of the third-party software or services we utilize, particularly with respect to third-party software or services embedded in our solutions, or functional equivalents thereof, were unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices or at all.
In each case, we would be required to either seek licenses to software or services from other parties and redesign our solutions to function with such other parties’ software or services or develop these components ourselves, which would result in increased costs and could result in delays in our solution and solution package launches and the release of new solution and solution package offerings until equivalent technology can be identified, licensed or developed, and integrated into our solutions. Furthermore, we might be forced to limit the features available in our current or future solutions. If these delays and feature limitations occur, our business, results of operations and financial condition could be adversely affected.
Our failure to meet certain of our service level commitments could harm our business, results of operations and financial condition.
Our customer agreements contain service level commitments, under which we guarantee specified availability and error resolution times with respect to our platform and solutions. Any failure of or disruption to our infrastructure could make our solutions unavailable to our customers. If we are unable to meet the stated service level commitments to our customers or suffer extended periods of unavailability of our SaaS offerings, we may be contractually obligated to provide affected customers with service credits, or customers could elect to terminate and receive refunds for prepaid amounts related to unused subscriptions. Our business, financial condition, and results of operations could be harmed if we suffer unscheduled downtime that exceeds the service level commitments under our agreements with our customers, and any extended service outages could adversely affect our business and reputation as customers may elect not to renew their subscriptions.
If there are interruptions or performance problems associated with our technology or infrastructure, our existing customers may experience service outages, and our new customers may experience delays in the deployment of our platform and solutions.
Our continued growth depends in part on the ability of our existing and potential customers to access our platform 24 hours a day, seven days a week, without interruption or degradation of performance. We have in the past, and may in the future, experience disruptions, outages and other performance problems with our infrastructure due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, or security-related incidents. In some instances, we may not be able to identify the cause or causes of these performance problems immediately or in short order. We may not be able to maintain the level of service uptime and performance required by our customers, especially during peak usage times and as our platform and solutions become more complex and our user traffic increases. If our platform is unavailable or if our customers are unable to access our solutions or deploy
 
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them within a reasonable amount of time, or at all, our business would be harmed. The adverse effects of any service interruptions on our reputation and financial condition may be disproportionately heightened due to the nature of our business and the fact that our customers expect continuous and uninterrupted access to our platform and solutions and have a low tolerance for interruptions of any duration. Since our customers rely on our platform and solutions to provide and secure access to their information technology infrastructures and to support customer-facing applications, any outage on our platform would impair the ability of our customers to operate their businesses, which would negatively impact our brand, reputation and customer satisfaction.
Moreover, we depend on services from various third parties to maintain our cloud infrastructure and deploy our platform, such as cloud infrastructure services that host our platform. If a service provider fails to provide sufficient capacity to support our platform or otherwise experiences service outages, such failure could interrupt our customers’ access to our services, which could adversely affect their perception of our platform’s reliability and our revenue. Any disruptions in these services, including as a result of actions outside of our control, would significantly impact the continued performance of our solutions. In the future, these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of these services could result in decreased functionality of our platform and/or solutions until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated into our infrastructure. If we do not accurately predict our infrastructure capacity requirements, our customers could experience service shortfalls. We may also be unable to effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology.
Our platform is accessed by a large number of customers, often at the same time. As we continue to expand the number of our customers and solutions available to our customers, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. In addition, the failure of third-party cloud infrastructure providers, third-party internet service providers or other third-party service providers whose services are integrated with our platform to meet our capacity requirements could result in interruptions or delays in access to our platform or impede our ability to scale our operations. In the event that our service agreements are terminated with our cloud infrastructure providers, or there is a lapse of service, interruption of internet service provider connectivity or damage to such providers’ facilities, we could experience interruptions in access to our platform as well as delays and additional expense in arranging new facilities and services.
Any of the above circumstances or events may harm our reputation, cause customers to terminate their agreements with us, impair our ability to obtain subscription renewals from existing customers, impair our ability to grow our customer base, result in the expenditure of significant financial, technical and engineering resources, subject us to financial penalties and liabilities under our service level agreements, and otherwise could adversely affect our business, financial condition, and results of operations.
Our success depends, in part, on the integrity and scalability of our systems and infrastructures. System interruption and the lack of integration, redundancy and scalability in these systems and infrastructures may adversely affect our business, financial condition, and results of operations.
Our success depends, in part, on our ability to maintain the integrity of our systems and infrastructure, including websites, information systems and related systems. System interruption and a lack of integration and redundancy in our information systems and infrastructure may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. We may experience occasional system interruptions that make some or all systems or data unavailable or prevent us from efficiently providing access to our platform. We also rely on third-party computer systems, broadband and other communications systems and service providers in connection with providing access to our platform generally. Any interruptions, outages or delays in our systems, infrastructure or business, or the systems, infrastructure or business of such third parties, or deterioration in the performance of these systems and infrastructure, could impair our ability to provide access to our platform. Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, other natural disasters, acts of war or terrorism and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructure at any time. Any of these events
 
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could cause system interruption, delays and loss of critical data, and could prevent us from providing access to our platform. While we have backup systems for certain aspects of these operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these events were to occur, it could harm our business, financial condition and results of operations.
Real or perceived errors, failures, defects, or bugs in our platforms or solutions could adversely affect our results of operations and growth prospects.
Because our offerings are complex, undetected errors, failures or bugs may occur, especially when new offerings, versions or updates are released. Our software is often installed and/or used in large-scale computing environments with different operating systems, system management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software into complicated, large-scale computing environments may expose undetected errors, failures or bugs in our software. Despite testing by us, errors, failures or bugs may not be found in our offerings until they are released to our customers. In the past, we have discovered errors, failures, and bugs in some of our offerings after their introduction. Real or perceived errors, failures, or bugs in our offerings could result in negative publicity, loss of or delay in market acceptance of our offerings, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.
In addition, if an actual or perceived failure of our software occurs in a customer’s deployment or in our cloud services, regardless of whether the failure is attributable to our software, the market perception of the effectiveness of our offerings could be adversely affected. Alleviating any of these problems could require significant expenditures of our capital and other resources and could cause interruptions, delays or cessation of our licensing, which could cause us to lose existing or potential customers and could adversely affect our business, financial condition, results of operations, and growth prospects.
If we are unable to ensure that our platform and solutions integrate or interoperate with a variety of operating systems and software applications that are developed by others, our platform may become less competitive and our results of operations may be harmed.
Our software solutions interoperate with servers, software applications, and cloud hosting providers predominantly through the use of protocols, many of which are created and maintained by third parties. As a result, we depend on the interoperability of our solutions with such third-party services as well as cloud-enabled hardware, software, networking, browsers, database technologies and protocols that we do not control. Any changes in such technologies that degrade the functionality of our platform or solutions or give preferential treatment to competitive services could adversely affect adoption and usage of our platform. Also, we may not be successful in developing or maintaining relationships with key participants developing solutions that operate effectively with a range of operating systems, networks, devices, browsers, protocols and standards. If we are unable to effectively anticipate and manage these risks, or if it is difficult for our customers to access and use our platform, our business, results of operations and financial condition may be harmed.
Risks related to Government Contracting Matters of QOMPLX
A delay in the completion of the U.S. government’s budget and appropriation process could delay procurement of solutions we provide and have an adverse effect on our future revenues.
The funding of U.S. government programs is subject to an annual congressional budget authorization and appropriations process. In years when the U.S. government does not complete its appropriations before the beginning of the new fiscal year on October 1, government operations are typically funded pursuant to a “continuing resolution,” which allows federal government agencies to operate at spending levels approved in the previous appropriations cycle, but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, delays can occur in the procurement of the solutions (including professional services) provided by our Q:Government solutions suite (particularly following the
 
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completion of the proposed acquisition of Sentar as part of the Pipeline Acquisitions) and may result in new initiatives being canceled. Government revenue is often cyclical and based upon delays or change in the appropriation cycle or government shutdowns and thus can impact future performance. When the U.S. government fails to complete its appropriations process or to provide for a continuing resolution, a full or partial federal government shutdown may result. A federal government shutdown could, in turn, result in our incurrence of substantial labor or other costs without reimbursement under customer contracts, the delay or cancellation of key programs or the delay of contract payments, which could have a negative effect on our cash flows and adversely affect our business, financial condition, and results of operations. For many programs, Congress appropriates funds on an annual fiscal year basis even though the program performance period may extend over several years. Consequently, programs are often partially funded initially and additional funds are committed only as Congress makes further appropriations. If we incur costs in excess of funds obligated on a contract, we may be at risk for reimbursement of those costs unless or until additional funds are obligated to the contract. In addition, when supplemental appropriations are required to operate the U.S. government or fund specific programs and passage of legislation needed to approve any supplemental appropriations bill is delayed, the overall funding environment for our business could be adversely affected.
Due to the competitive process to obtain contracts and the likelihood of bid protests, we may be unable to achieve or sustain revenue growth and our business, financial condition, and results of operations may be adversely affected.
Following the Business Combination, we expect that a substantial portion of the business that we seek with respect to our Q:Government solutions suite will be subject to competitive bidding processes with U.S. government customers. The U.S. government has increasingly relied on contracts that are subject to a continuing competitive bidding process which has resulted in greater competition and increased pricing pressure. The competitive bidding process involves substantial costs and a number of risks, including significant cost and managerial time to prepare bids and proposals for contracts that may not be awarded to us, may be split among competitors or that may be awarded but for which we do not receive meaningful task orders, and to the risk of inaccurately estimating the resources and costs that will be required to fulfill any contract we win.
Following contract award, we may encounter significant expense, delay, contract modifications or even contract loss as a result of our competitors protesting the award of contracts to us in competitive bidding. During the years ended September 30, 2020 and 2019, Sentar had one contract award protested by a competing bidder resulting in de minimis cost to Sentar. Any resulting loss or delay of start-up and funding of work under protested contract awards may adversely affect our revenues and/or profitability. In addition, multi-award contracts require that we make sustained post-award efforts to obtain task orders under the contract. As a result, we may not be able to obtain these task orders or recognize revenues under these multi-award contracts. We are also experiencing increased competition generally which impacts our ability to obtain contracts. Our failure to compete effectively in this procurement environment would adversely affect our revenues and our business, financial condition, and results of operations may be adversely affected.
The U.S. government may terminate, cancel, modify or curtail our contracts at any time prior to their completion and, if we do not replace them, this may adversely affect our future revenues and profitability.
Many of the U.S. government programs in which we may participate as a prime contractor or subcontractor extend for several years and include one or more base years and one or more option years. These programs are normally funded on an annual basis. Under our contracts, the U.S. government generally has the right to not exercise options to extend or expand our contracts and may otherwise terminate, cancel, modify or curtail our contracts at its convenience. Any decisions by the U.S. government to not exercise contract options or to terminate, cancel, modify or curtail our major programs or contracts would adversely affect our revenues, revenue growth and profitability.
We may also experience technological or other performance difficulties under our contracts, which may result in delays, cost overruns, and failures in our performance of these contracts. If a government customer terminates a contract for default, we may be exposed to liability, including for excess costs incurred by the customer in procuring undelivered services and solutions from another source. Depending on the nature and value of the contract, a performance issue or termination for default could cause our actual results to differ from those anticipated and could harm our reputation.
 
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Our failure to comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination of our U.S. government contracts, disqualification from bidding on future U.S. government contracts, and suspension or debarment from U.S. government contracting.
As a U.S. government contractor, we must comply with laws and regulations relating to the formation, administration, and performance of U.S. government contracts, which affect how we do business with our customers. Such laws and regulations may potentially impose added costs on our business and our failure to comply with them may lead to civil or criminal penalties, termination of our U.S. government contracts, or suspension or debarment from contracting with federal agencies. Some significant laws and regulations that affect us include:

the Federal Acquisition Regulations (“FAR”) and FAR supplements, which regulate the formation, administration and performance of U.S. government contracts;

the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations;

the Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information and our ability to provide compensation to certain former government officials;

the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval;

the False Statements Act, which imposes civil and criminal liability for making false statements to the U.S. government; and

the U.S. government Cost Accounting Standards, which imposes accounting requirements that govern our right to reimbursement under certain cost-based U.S. government contracts.
The FAR and many of our U.S. government contracts contain organizational conflict of interest clauses that may limit our ability to compete for or perform certain other contracts or other types of services for particular customers. Organizational conflicts of interest arise when we engage in activities that may make us unable to render impartial assistance or advice to the U.S. government, impair our objectivity in performing contract work or provide us with an unfair competitive advantage. A conflict of interest issue that precludes our competition for or performance on a significant program or contract could harm our prospects.
The U.S. government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.
Our industry has experienced, and we expect it will continue to experience, significant changes to business practices as a result of an increased focus on affordability, efficiencies and recovery of costs, among other items. U.S. government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential conflicts of interest, and environmental responsibility or sustainability, as well as any resulting shifts in the buying practices of U.S. government agencies, such as increased usage of fixed-price contracts, multiple-award contracts and small business set-aside contracts, could have adverse effects on government contractors. Any of these changes could impair our ability to obtain new contracts or renew our existing contracts when customers recompete those contracts. Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our business, financial condition, and results of operations.
 
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As a U.S. government contractor, we are subject to reviews, audits and cost adjustments by the U.S. government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects.
U.S. government contractors (including their subcontractors and others with whom they do business) operate in a highly regulated environment and are routinely audited and reviewed by the U.S. government and its agencies, including the Defense Contract Audit Agency (the “DCAA”), the Defense Contract Management Agency (the “DCMA”), the DoD Inspector General and others. These agencies review a contractor’s performance on government contracts, cost structure, indirect rates, and pricing practices and compliance with applicable contracting and procurement laws, regulations, terms and standards, as well as the adequacy of our systems and processes in meeting government requirements. They also review the adequacy of the contractor’s compliance with government standards for its business systems, including a contractor’s accounting system, earned value management system, estimating system, materials management and accounting system, property management system and purchasing system.
Both contractors and the U.S. government agencies conducting these audits and reviews have come under increased scrutiny. As a result, the current audits and reviews have become more rigorous and the standards to which we are held are being more strictly interpreted, increasing the likelihood of an audit or review resulting in an adverse outcome.
A finding of significant control deficiencies in our system audits or other reviews can result in decremented billing rates to our U.S. government customers until the control deficiencies are corrected and our remediations are accepted by the DCMA. Government audits and reviews may conclude that our practices are not consistent with applicable laws and regulations and result in adjustments to contract costs and mandatory customer refunds. Such adjustments can be applied retroactively, which could result in significant customer refunds. Our receipt of adverse audit findings or the failure to obtain an “approved” determination of our various business systems from the responsible U.S. government agency could significantly and adversely affect our business, including our ability to bid on new contracts and our competitive position in the bidding process. A determination of non-compliance with applicable contracting and procurement laws, regulations and standards could also result in the U.S. government imposing penalties and sanctions against us, including reductions of the value of contracts, contract modifications or termination, withholding of payments, the loss of export/import privileges, administrative or civil judgements and liabilities, criminal judgements or convictions, liabilities and consent or other voluntary decrees or agreements, other sanctions, the assessment of penalties, fines or compensatory, treble or other damages or non-monetary relief or actions, suspension or debarment, suspension of payments, and increased government scrutiny that could negatively impact our reputation, delay or adversely affect our ability to invoice and receive timely payment on contracts, perform contracts or compete for contracts with the U.S. government and may adversely affect our revenues and profitability.
We may have contracts with the U.S. government that are classified, which may limit investor insight into portions of our business.
Following the proposed acquisition of Sentar as part of the Pipeline Acquisitions, we expect to derive a portion of our revenue from programs with the U.S. government and its agencies that are subject to security restrictions (e.g., contracts involving classified information and classified programs), which may preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulation. In general, access to classified information, technology, facilities, or programs requires appropriate personnel security clearances, is subject to additional contract oversight and potential liability and may also require appropriate facility clearances and other specialized infrastructure. In the event of a security incident involving classified information, technology, facilities, programs, or personnel holding clearances, we may be subject to legal, financial, operational and reputational harm. In addition, while these contracts may require classified performance, the award of the contracts and other unclassified details such as client name, contract value and work scope are, subject to limited exceptions, generally made publicly available by the U.S. government. In limited circumstances, even those details about a classified contract may not be disclosable to the public (such contracts would have accounted for approximately $5.0 million in revenue for 2020 on a pro forma basis, after giving effect to the Transaction). As a result, we may be limited in our ability to provide information about our classified contracts, their risks or any disputes or claims relating to such contracts. As a result, investors may have less insight into our classified business or our business overall following the Business Combination.
 
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Risks Related to Intellectual Property and Data Security Matters of QOMPLX
As a provider of cybersecurity and cyber intelligence solutions, we may in the future be, a target of cyberattacks. If our internal networks, systems, or data are or are perceived to have been compromised, our reputation may be damaged and our financial results may be negatively affected.
As a provider of cybersecurity and cyber intelligence solutions, we may in the future be specifically targeted by bad actors for attacks intended to circumvent our security capabilities or to exploit our platform as an entry point into customers’ endpoints, networks, or systems. We believe the risk of a future cyberattack to be material. In particular, because we have been involved in the identification of organized cybercriminals and nation-state actors, we may be the subject of efforts by sophisticated cyber adversaries who seek to compromise our systems. We are also susceptible to inadvertent compromises of our systems and data, including those arising from process, coding, or human errors. A successful attack or other incident that compromises our or our customers’ data or results in an interruption of service could have a significant negative effect on our operations, reputation, financial resources, and the value of our intellectual property. We cannot assure you that any of our efforts to manage this risk, including adoption of a comprehensive incident response plan and process for detecting, mitigating, and investigating security incidents that we regularly test through table-top exercises, testing of our security protocols through additional techniques, such as penetration testing, debriefing after security incidents, to improve our security and responses, and regular briefing of our directors and officers on our cybersecurity risks, preparedness, and management, will be effective in protecting us from such attacks.
It is virtually impossible for us to entirely eliminate the risk of such compromises, interruptions in service, or other security incidents affecting our internal systems or data, or that of our third-party service providers and vendors. Organizations are subject to a wide variety of attacks on their supply chain, networks, systems, and endpoints, and techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently. Furthermore, employee error or malicious activity could compromise our systems. As a result, we may be unable to anticipate these techniques or implement adequate measures to prevent an intrusion into our networks, which could result in unauthorized access to customer data, intellectual property including access to our source code, and information about vulnerabilities in our solutions, which in turn, could reduce the effectiveness of our solutions, or lead to cyberattacks or other intrusions into our customers’ networks, litigation, governmental audits and investigations and significant legal fees, any or all of which could damage our relationships with our existing customers and could have a negative effect on our ability to attract and retain new customers. We have expended, and anticipate continuing to expend, significant amounts and resources in an effort to prevent security breaches and other security incidents impacting our systems and data. Since our business is focused on providing reliable security services to our customers, we believe that an actual or perceived security incident affecting, our internal systems or data or data of our customers would be especially detrimental to our reputation, customer confidence in our solution, and our business.
In addition, while we maintain insurance policies that may cover certain liabilities in connection with a cybersecurity incident, we cannot be certain that our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.
We have been, and may in the future be, subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater
 
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resources than us to enforce their intellectual property rights and to defend claims that may be brought against them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenues and against which our patents may therefore provide little or no deterrence. From time-to-time, third parties, including certain of these leading companies and non-practicing entities, have asserted and may assert patent, copyright, trademark or other intellectual property rights against us, our partners, our technology partners or our customers. We have received, and may in the future receive, notices that claim we have infringed, misappropriated, misused, or otherwise violated other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement, misappropriation or other violation claims, which is not uncommon with respect to the enterprise software market.
There may be third-party intellectual property rights, including issued or pending patents, that cover or claim to cover significant aspects of our technologies or business methods. We may be exposed to increased risk of being the subject of intellectual property infringement, misappropriation or other violation claims as a result of acquisitions, as, among other things, we have a lower level of visibility into the development process with respect to such technology or the care taken to safeguard against infringement risks. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages or enhanced statutory damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation of a third-party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms, or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our offerings and may be unable to compete effectively. Any of these results would adversely affect our business operations and financial results.
Failure to adequately obtain, maintain, protect, and enforce our intellectual property and other proprietary rights could adversely affect our business.
Our success and ability to compete depends in part on our ability to protect proprietary information, methods and technologies that we develop under a combination of patent and other intellectual property and proprietary rights in the U.S. and other jurisdictions outside the U.S. so that we can prevent unauthorized disclosure, use or exploitation of our inventions and proprietary information, methods and technologies. Despite our efforts, third parties may attempt to disclose, obtain, copy, use or otherwise exploit our intellectual property or other proprietary information, methods or technologies without our authorization, and our efforts to protect our intellectual property and other proprietary rights may not prevent such unauthorized disclosure, use, exploitation, misappropriation, infringement, reverse engineering or other violation of our intellectual property or other proprietary rights. Effective protection of our rights may not be available to us in every country in which our platforms or solutions are available. The laws of some countries may not be as protective of intellectual property and other proprietary rights as those in the U.S., and mechanisms for enforcement of intellectual property and other proprietary rights may be inadequate. Also, any future involvement by us in patent pools or industry standard-setting activities or the need to obtain licenses from others may require us to license our intellectual property. Accordingly, despite our efforts, we may be unable to prevent third parties from using our intellectual property or other proprietary information or technology.
While we hold issued patents and have patent applications pending, we may be unable to obtain patent protection for the technology covered in our patent applications or such patent protection may not be obtained quickly enough to meet our business needs. Furthermore, the patent prosecution process is expensive, time-consuming, and complex, and we may not be able to prepare, file, prosecute, maintain, and enforce all necessary or desirable patent applications at a reasonable cost or in a timely manner. The scope of patent protection also can be reinterpreted after issuance and issued patents may be invalidated. Even if our patent applications do issue as patents, they may not issue in a form that is sufficiently broad to protect our technology, prevent competitors or other third parties from competing with us or otherwise provide us with any competitive advantage.
 
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In addition, any of our patents, copyrights, trademarks, or other intellectual property or proprietary rights may be challenged, narrowed, invalidated, held unenforceable, or circumvented in litigation or other proceedings, including, where applicable, opposition, re-examination, inter partes review, post-grant review, interference, nullification and derivation proceedings, and equivalent proceedings in foreign jurisdictions, and such intellectual property or other proprietary rights may be lost or no longer provide us meaningful competitive advantages. Such proceedings may result in substantial cost and require significant time from our management, even if the eventual outcome is favorable to us. Third parties also may legitimately and independently develop solutions, services, and technology similar to or duplicative of our platforms. In addition to protection under intellectual property laws, we rely on confidentiality or license agreements that we generally enter into with our corporate partners, employees, consultants, advisors, vendors, and customers, and generally limit access to and distribution of our proprietary information. However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access to our confidential information or that the agreements we have entered into will not be breached or challenged, or that such breaches will be detected. Furthermore, non-disclosure provisions can be difficult to enforce, and even if successfully enforced, may not be entirely effective. We cannot guarantee that any of the measures we have taken will prevent infringement, misappropriation, or other violation of our technology or other intellectual property or proprietary rights. Because we may be an attractive target for cyberattacks, we also may have a heightened risk of unauthorized access to, and misappropriation of, our proprietary and competitively sensitive information. We may be required to spend significant resources to monitor and protect our intellectual property and other proprietary rights, and we may conclude that in at least some instances the benefits of protecting our intellectual property or other proprietary rights may be outweighed by the expense or distraction to our management. We may initiate claims or litigation against third parties for infringement, misappropriation, or other violation of our intellectual property or other proprietary rights or to establish the validity of our intellectual property or other proprietary rights. Any such litigation, whether or not it is resolved in our favor, could be time-consuming, result in significant expense to us and divert the efforts of our technical and management personnel. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part.
We may agree to indemnify customers in our contracts, which could expose us to substantial potential liability.
Our contracts with customers may include indemnification provisions under which we agree to defend and indemnify them against claims and losses arising from alleged infringement, misappropriation, or other violation of intellectual property rights, and in some cases, against claims arising from data protection violations or damage to property or persons. Although we intend to limit our indemnity obligations, an event triggering any indemnity obligation we may have could give rise to claims involving customers or other third parties. We may be liable for up to the full amount of the indemnified claims, which could result in substantial liability or could negatively impact our relationships with customers, reduce demand for our solutions, and adversely affect our business, financial condition, and results of operations.
We use open-source software in our solutions, which could negatively affect our ability to offer our solutions and subject us to litigation or other actions.
We use open-source software in our solutions and expect to use more open-source software in the future. In the future there may be claims challenging the ownership of open-source software against companies that incorporate open-source software into their solutions. However, the terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open-source software. Litigation could be costly for us to defend, have a negative effect on our business, financial condition, or results of operations or require us to devote additional research and development resources to change our solutions. In addition, if we were to combine our proprietary software solutions with open-source software in a certain manner, we could, under certain of the open-source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar solutions with less development effort and time. If we inappropriately use open-source
 
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software, or if the license terms for open-source software that we use change, we may be required to re-engineer our solutions, incur additional costs, discontinue the sale of some or all of our solutions or take other remedial actions.
In addition to risks related to license requirements, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, indemnities, or assurance of title or controls on origin of the software. In addition, many of the risks associated with usage of open-source software, such as the lack of warranties, indemnities, or assurances of title, cannot be eliminated, and could, if not properly addressed, negatively affect our business. We have established processes to help alleviate these risks, including a review process for screening requests from our development organizations for the use of open-source software, but we cannot be sure that all of our use of open-source software is, and has been, in a manner that is consistent with our current policies and procedures, or will not subject us to liability.
Financing and Tax Risks of QOMPLX
We have a history of operating losses and may not achieve or sustain profitability in the future.
QOMPLX has incurred net losses in each year since its inception. If the Business Combination had taken place on January 1, 2020, our pro forma net loss would have been $32,862 for the fiscal year ended December 31, 2020. Because the market for our offerings continues to evolve and has not yet reached widespread adoption, it is difficult for us to predict our future operating results. We expect our operating expenses to increase over the next several years as we hire additional personnel, expand and improve the effectiveness of our distribution channels, improve the performance and scalability of our technology architecture, and continue to develop features and functionality for our offerings. In addition, as a public company, we have incurred and will continue to incur significant legal, accounting and other operating expenses. If our revenues do not increase to offset these increases in our operating expenses, we may not become (or remain) profitable in future periods. Our historical revenue growth has been inconsistent and should not be considered indicative of our future performance. Further, in future periods, our revenue growth could slow, or our revenues could decline for a number of reasons, including slowing demand for our offerings, increasing competition, a decrease in the growth of our overall market, or our failure, for any reason, to continue to capitalize on growth opportunities. Any failure by us to achieve, sustain or increase profitability on a consistent basis could cause the value of our common stock to decline.
Our ability to use our net operating losses and certain other tax attributes to offset future taxable income or taxes may be subject to certain limitations.
As of December 31, 2020, we had net operating loss carryforwards (“NOLs”) for U.S. federal, state, and foreign purposes of $66 million, $69.8, and $5.9, respectively, which may be available to offset taxable income in the future, and portions of which expire in various years beginning in 2034. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. Under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020 is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” ​(as defined under Sections 382 and 383 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs and certain other tax attributes to offset post-change taxable income or taxes. We may experience a future ownership change (including, potentially, in connection with this offering) under Section 382 of the Code that could affect our ability to utilize our NOLs to offset our income. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, on June 29, 2020, the Governor of California signed into law the 2020 Budget Act which temporarily suspends the utilization of NOLs and limits the utilization of research credits to $5.0 million annually for 2020, 2021, and 2022. For these reasons, we may not be able to utilize a material portion of the NOLs reflected
 
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on our balance sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our operating results and financial condition.
We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.
Historically, QOMPLX, Sentar and Tyche have funded their respective operations and capital expenditures primarily through common stock, convertible securities, other indebtedness and cash generated from operations. Although we currently anticipate that existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future following the Business Combination, we may require additional financing. We may evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and condition of the capital markets at the time we seek financing. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell our New QOMPLX Common Stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our NEW QOMPLX Common Stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, development efforts and to respond to business challenges could be significantly impaired, and our business, financial condition, and results of operations may be adversely affected.
We may face exposure to foreign currency exchange rate fluctuations.
We sell to customers globally and have international operations. As we continue to expand our international operations, we will become more exposed to the effects of fluctuations in currency exchange rates. Although the majority of our cash generated from revenue is, and will be, denominated in U.S. dollars, a portion of our cash generated is, and will be, denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. Because we conduct business in currencies other than U.S. dollars but will report our results of operations in U.S. dollars, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could materially impact our results of operations. Therefore, increases in the value of the U.S. dollar and decreases in the value of foreign currencies could result in the dollar equivalent of our revenues being lower. QOMPLX does not currently maintain a program to hedge exposures to non-U.S. dollar currencies. However, in the future, we may engage in hedging activities including the use of derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not successfully offset any of the risks associated with exchange rate fluctuations, including uncertainty caused by volatility in the currency exchange rates. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.
Changes in our effective tax rate or tax liability may have an adverse effect on our financial position, results of operations, and cash flows.
We are subject to income taxes in the U.S. and various foreign jurisdictions. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. We believe that our provision for income taxes is reasonable, but the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods in which such outcome is determined. Our effective tax rate could increase due to several factors, including:
 
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changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;

changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Tax Act and the CARES Act;

changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;

the outcome of current and future tax audits, examinations, or administrative appeals; and

the effects of acquisitions (including the Pipeline Acquisitions).
Any of these developments could adversely affect our business, financial condition, and results of operations.
We may have exposure to greater than anticipated tax liabilities, which could harm our business.
While to date QOMPLX has not incurred significant income taxes in operating our business, we are subject to income taxes in the U.S. and various jurisdictions outside of the U.S. Our effective tax rate could fluctuate due to changes in the proportion of our earnings and losses in countries with differing statutory tax rates. Our tax expense could also be impacted by changes in non-deductible expenses, changes in excess tax benefits of stock-based or other compensation, changes in the valuation of, or our ability to use, deferred tax assets and liabilities, the applicability of withholding taxes, and effects from acquisitions.
The provision for taxes on our financial statements could also be impacted by changes in accounting principles, changes in U.S. federal, state, or international tax laws applicable to corporate multinationals such as the recent legislation enacted in the U.S., other fundamental changes in law currently being considered by many countries and changes in taxing jurisdictions’ administrative interpretations, decisions, policies and positions. Additionally, as we expand our international operations, we may become subject to greater than anticipated tax liabilities.
We are subject to review and audit by U.S. federal, state, local, and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our business could be harmed. We may also be subject to additional tax liabilities due to changes in non-income based taxes resulting from changes in federal, state, or international tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles, changes to our business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period.
Risks Related to QOMPLX Growth
Future acquisitions, investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of management personnel, disrupt our business, dilute stockholder value and harm our business, financial condition, and results of operations.
We have in the past acquired, and we may in the future seek to acquire or invest in, businesses, solutions, products or technologies that we believe could complement or expand our current platform, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. In addition, we have limited experience in acquiring other businesses. If we acquire additional businesses, we may not be able to successfully integrate and retain the acquired personnel, integrate the acquired operations and technologies, adequately test and assimilate the internal control processes of the acquired business in accordance with any then applicable requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or effectively manage the combined business following the acquisition.
 
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We may not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any particular target. Acquisitions could also result in dilutive issuances of equity securities, use of our available cash or the incurrence of debt, or in adverse tax consequences or unfavorable accounting treatment, which could harm our results of operations.
In addition, from time to time we may invest in private growth stage companies for strategic reasons and to support key business initiatives, and we may not realize a return on these investments. All of our venture investments are subject to a risk of partial or total loss of investment capital. Acquisitions and strategic transactions involve numerous risks, including:

delays or reductions in customer purchases for both us and the acquired business;

disruption of partner and customer relationships;

potential loss of key employees of the acquired company;

claims by and disputes with the acquired company’s employees, customers, stockholders or third parties;

unknown liabilities or risks associated with the acquired business, solutions, product or technology, such as contractual obligations, potential security vulnerabilities of the acquired company and its solutions and services, potential intellectual property infringement, costs arising from the acquired company’s failure to comply with legal or regulatory requirements and litigation matters;

acquired technologies, products, or solutions may not comply with legal or regulatory requirements and may require us to make additional investments to make them compliant;

acquired technologies, products, or solutions may not be able to provide the same support service levels that we generally offer with our other solutions;

they could be viewed unfavorably by our customers, our stockholders or securities analysts;

unforeseen integration or other expenses; and

future impairment of goodwill or other acquired intangible assets.
In addition, if an acquired business fails to meet our expectations, our business, financial condition, and results of operations could suffer.
If we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.
Although our business has experienced significant growth, we cannot provide any assurance that our business will continue to grow at the same rate or at all following the Business Combination. We have experienced and expect to continue to experience rapid growth in our headcount and operations (including as a result of the completion of the Pipeline Acquisitions), which has placed and will continue to place significant demands on our management and our operational and financial systems and infrastructure. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees, while maintaining the effectiveness of our business execution and the beneficial aspects of our corporate culture and values. In particular, we intend to continue to make directed and substantial investments to expand our research and development, sales and marketing, and general and administrative organizations, as well as our international operations.
To effectively manage growth, we must continue to improve our operational, financial and management controls, and our reporting systems and procedures by, among other things:

improving our key business applications, processes and IT infrastructure to support our business needs, and appropriately documenting such systems and processes;

enhancing information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing base of customers and partners; and
 
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enhancing our internal controls to ensure timely and accurate reporting of all of our operations and financial results.
These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements effectively, our ability to manage our expected growth, ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies will be impaired. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our offerings could suffer, which could negatively affect our brand, financial results and overall business.
The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate, and even if the markets in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
Market opportunity estimates and growth forecasts included in this proxy statement/prospectus, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Not every organization covered by our market opportunity estimates will necessarily buy data management, machine learning, and analytics platforms and applications at all, and some or many of those organizations may choose to continue using legacy analytics methods or solutions offered by our competitors. It is impossible to build every platform or application feature that every customer wants, and our competitors may develop and offer features that our platform and solutions do not provide. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of the organizations covered by our market opportunity estimates will purchase our solutions at all or generate any particular level of revenue for us. Even if the market in which we compete meets the size estimates and growth forecasts in this prospectus, our business could fail to grow for a variety of reasons outside of our control, including competition in our industry. If any of these risks materialize, it could harm our business and prospects.
Our non-U.S. sales and operations subject us to additional risks and regulations that can adversely affect our results of operations.
A component of our growth strategy involves the further expansion of our operations and customer base internationally (including through the proposed acquisition of Tyche as part of the Pipeline Acquisitions). Beyond the U.S., we now have sales presence internationally, including in the U.K. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. For example, we anticipate that we will need to establish relationships with new partners in order to expand into certain countries, and if we fail to identify, establish and maintain such relationships, we may be unable to execute on our expansion plans. We expect that our international activities will continue to grow for the foreseeable future as we continue to pursue opportunities in existing and new international markets, which will require significant dedication of management attention and financial resources. Our current and future international business and operations involve a variety of risks, including:

slower than anticipated availability and adoption of cloud and hybrid information technology infrastructures by international businesses;

changes in a specific country’s or region’s political or economic conditions, including in the U.K. as a result of Brexit;

the need to adapt and localize our solutions for specific countries;

greater difficulty collecting accounts receivable and longer payment cycles;

potential changes in trade relations, regulations, or laws;

unexpected changes in laws, regulatory requirements, or tax laws;

more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe;
 
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differing and potentially more onerous labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the U.S., including deemed hourly wage and overtime regulations in these locations;

challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

potential changes in laws, regulations and costs affecting our U.K. operations and local employees due to Brexit;

difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;

currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;

limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

laws and business practices favoring local competitors or general market preferences for local vendors;

limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting or enforcing our intellectual property rights, including our trademarks and patents;

political instability or terrorist activities;

an outbreak of a contagious disease, which may cause us or our third-party providers and/or customers to temporarily suspend our or their respective operations in the affected city or country;

exposure to liabilities under anti-corruption and anti-money laundering laws, including the FCPA, U.S. bribery laws, the U.K. Bribery Act, and similar laws and regulations in other jurisdictions; and

adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.
Risks Related to Being a Public Company
Our quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly results of operations and key metrics may vary significantly in the future, particularly in light of the number of enterprise customer contracts and the cyclical nature of our government sales generation, and period-to-period comparisons of our results of operations and key metrics may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly results of operations and key metrics may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuation in quarterly results may negatively impact the value of our securities. Factors that may cause fluctuations in our quarterly results of operations and key metrics include, without limitation, those listed elsewhere in this proxy statement/prospectus and:

our ability to generate significant revenue from new offerings and cross-selling;

our ability to expand our number of customers and sales;

our ability to hire and retain employees, in particular those responsible for our sales and marketing;
 
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our ability to develop and retain talented sales personnel who are able to achieve desired productivity levels in a reasonable period of time and provide sales leadership in areas in which we are expanding our sales and marketing efforts;

changes in the way we organize and compensate our sales teams;

the timing of expenses and recognition of revenue;

increased sales to large organizations;

the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, as well as international expansion;

timing and effectiveness of new sales and marketing initiatives;

changes in our pricing policies or those of our competitors;

the timing and success of new platforms, applications, features, and functionality by us or our competitors;

failures or breaches of security or privacy, and the costs associated with remediating any such failures or breaches;

changes in the competitive dynamics of our industry, including consolidation among competitors;

changes in laws and regulations that impact our business;

the timing of expenses related to any future acquisitions, including our ability to successfully integrate, and fully realize the expected benefits of, completed acquisitions (including the Pipeline Acquisitions);

health epidemics or pandemics, such as the COVID-19 pandemic;

civil unrest and geopolitical instability; and

general political, economic, and market conditions.
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
Following the Business Combination, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will be required to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.
We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our common stock less attractive to investors.
For so long as we remain an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the
 
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effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by stockholders, which could harm our business and adversely affect the market price of the New QOMPLX Common Stock. We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2025 (the last day of the fiscal year following the fifth anniversary of Tailwind becoming a public company).
As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our stockholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our common stock less attractive as a result, which may result in a less active trading market for our common stock and higher volatility in our stock price.
Tailwind has identified a material weakness in its internal control over financial reporting. If, following the Business Combination, we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
Following the Business Combination, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the NYSE listing standards. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly and place significant strain on our personnel, systems, and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses in our controls.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. In addition, as described elsewhere in this proxy statement/prospectus, Tailwind identified a material weakness in its internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants issued in connection with the IPO in September 2020. As a result of this material weakness, Tailwind concluded that its internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of its warrant liabilities, change in fair value of warrant liabilities, Class A common stock subject to possible redemption, additional paid-in capital, accumulated deficit and related financial disclosures for the fiscal year ended December 31, 2020 and for the quarterly period ended September 30, 2020 (the “Affected Periods”).
To respond to this material weakness, Tailwind has devoted significant effort and resources to the remediation and improvement of its internal control over financial reporting. Following the closing of the
 
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Business Combination, New QOMPLX intends to take steps to remediate this material weakness, including plans to enhance processes to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its consolidated financial statements, enhance access to accounting literature, research materials and documents and increase communication among personnel and third-party professionals with whom it consults regarding complex accounting applications. The elements of New QOMPLX’s remediation plan can only be accomplished over time, and New QOMPLX can offer no assurance that these initiatives will ultimately have the intended effects. New QOMPLX’s efforts to remediate this material weakness may not be effective or prevent any future material weakness or significant deficiency in its internal control over financial reporting. If New QOMPLX’s efforts are not successful or other material weaknesses or control deficiencies occur in the future, New QOMPLX may be unable to report its financial results accurately on a timely basis, which could cause its reported financial results to be materially misstated and result in the loss of investor confidence and cause the market price of New QOMPLX securities to decline. In addition, if New QOMPLX is unable to continue to meet these requirements, it may not be able to remain listed on the NYSE.
We can give no assurance that the measures that Tailwind has taken or that NEW QOMPLX plans to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Following the closing of the Business Combination, New QOMPLX will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to annually furnish a report by management on, among other things, the effectiveness of internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by management in its internal control over financial reporting. New QOMPLX’s independent registered public accounting firm may be required to attest to the effectiveness of New QOMPLX’s internal control over financial reporting depending on the reporting status of New QOMPLX. New QOMPLX will be required to disclose changes made in its internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, following the Business Combination, New QOMPLX may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.
We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
Following the issuance of the SEC’s statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies, after consultation with Tailwind’s independent registered public accounting firm, Tailwind’s management and audit committee concluded that it was appropriate to restate its previously issued audited financial statements for the Affected Periods. As discussed elsewhere in this proxy statement/prospectus, Tailwind identified a material weakness in its internal controls over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with its September 2020 initial public offering.
As a result of such material weakness, the restatement of Tailwind’s financial statements for the Affected Periods, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, Tailwind and New QOMPLX face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in Tailwind’s internal control over financial reporting and the preparation of its financial statements. As of the date of this proxy statement/prospectus, Tailwind has no knowledge of any such litigation or dispute. However, neither Tailwind nor NEW QOMPLX can provide assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on the results of operations and financial condition of Tailwind prior to the Business Combination and to New QOMPLX following the Business Combination.
Changes in accounting principles may cause previously unanticipated fluctuations in our financial results, and the implementation of such changes may impact our ability to meet our financial reporting obligations.
We prepare our financial statements in accordance with GAAP in the United States, which are subject to interpretation or changes by the FASB, the SEC, and other various bodies formed to promulgate and
 
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interpret appropriate accounting principles. New accounting pronouncements and changes in accounting principles have occurred in the past and are expected to occur in the future which may have a significant effect on our financial results. Furthermore, any difficulties in implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.
Risks Relating to the Business Combination
Tailwind public stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.
Upon the issuance of the New QOMPLX Common Stock to QOMPLX stockholders, current Tailwind public stockholders’ percentage ownership will be diluted. Subject to the assumptions set forth under “Basis of Presentation and Glossary” and assuming no public stockholders exercise their redemption rights, current Tailwind public stockholders’ percentage ownership in New QOMPLX would be approximately 23.3%. Under the same assumptions and assuming that 13,469,121 shares of Class A Common Stock (the maximum number of shares of Class A Common Stock that could be redeemed in connection with the Business Combination) are redeemed in connection with the Business Combination, current Tailwind public stockholders’ percentage ownership in New QOMPLX would be 15.4%. Additionally, of the expected members of the New QOMPLX board of directors after the completion of the Business Combination, only three will be current directors of Tailwind or appointed by current stockholders of Tailwind. The percentage of New QOMPLX Common Stock that will be owned by current Tailwind public stockholders as a group will vary based on the number of shares of Class A Common Stock for which the holders thereof request redemption in connection with the Business Combination.
The market price of shares of New QOMPLX Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of shares of Class A Common Stock.
Prior to the Business Combination, Tailwind has had limited operations. Upon completion of the Business Combination, New QOMPLX’s results of operations and, consequently, the market price of shares of New QOMPLX Common Stock, will depend to a degree upon the performance of QOMPLX’s businesses, which are affected by factors that are different from those currently affecting the results of operations of Tailwind.
Tailwind has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders from a financial point of view.
Tailwind is not required to, and has not, obtained an opinion from an independent investment banking firm that the merger consideration it is paying for QOMPLX is fair to Tailwind’s stockholders from a financial point of view. The fair market value of QOMPLX has been determined by Tailwind’s board of directors based upon standards generally accepted by the financial community, such as potential sales and the price for which comparable businesses or assets have been valued. Tailwind’s stockholders will be relying on the judgment of its board of directors with respect to such matters.
The consummation of the Business Combination is subject to a number of conditions and, if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.
The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the proposals required to effect the Business Combination by Tailwind stockholders, as well as receipt of requisite regulatory approval; absence of orders prohibiting completion of the Business Combination; effectiveness of the registration statement of which this proxy statement/prospectus is a part; approval of the shares of New QOMPLX Common Stock to be issued to QOMPLX stockholders for listing on the NYSE, the Aggregate Transaction Proceeds being no less than $200,000,000; the consummation by QOMPLX of each of the Pipeline Acquisitions immediately prior to, or substantially concurrently with, the closing of the Business
 
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Combination for an aggregate closing cash purchase price of no more than $200,000,000; the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Business Combination Agreement); and the performance by both parties of their covenants and agreements related to the Business Combination. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after stockholder approval, or Tailwind or QOMPLX may elect to terminate the Business Combination Agreement in certain other circumstances. See “The Business Combination Agreement — Termination.”
Termination of the Business Combination Agreement could negatively impact Tailwind.
If the Business Combination is not completed for any reason, including as a result of Tailwind stockholders declining to approve the proposals required to effect the Business Combination, the ongoing business of Tailwind may be adversely impacted and, without realizing any of the anticipated benefits of completing the transactions, Tailwind would be subject to a number of risks, including the following:

Tailwind may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed); and

Tailwind will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the transaction is completed.
If the Business Combination Agreement is terminated and Tailwind’s board of directors seeks another merger or business combination, Tailwind stockholders cannot be certain that Tailwind will be able to find another acquisition target that would constitute a business combination that such other merger or business combination will be completed.
Tailwind directors and officers may have interests in the Business Combination different from the interests of Tailwind stockholders.
Executive officers of Tailwind negotiated the terms of the Business Combination Agreement with their counterparts at QOMPLX, and the Tailwind board of directors determined that entering into the Business Combination Agreement was in the best interests of Tailwind and its stockholders. They declared the Business Combination Agreement advisable and recommended that Tailwind stockholders approve the proposals required to effect the Business Combination. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Tailwind’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Tailwind stockholders. The Tailwind board of directors and the audit committee thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the transaction and in recommending to Tailwind’s stockholders that they vote to approve the Business Combination. For a detailed discussion of the special interests that Tailwind’s directors and executive officers may have in the Business Combination, please see “The Business Combination — Interests of Tailwind’s Directors and Officers in the Business Combination.”
The Business Combination will result in changes to the board of directors of New QOMPLX that may affect the strategy of New QOMPLX.
If the parties complete the Business Combination, the composition of New QOMPLX board of directors will change from the current boards of directors of Tailwind and QOMPLX. The board of directors of New QOMPLX will consist of seven directors after the completion of the Business Combination, which shall be divided into three classes and be comprised of the chief executive officer of QOMPLX, two individuals determined by QOMPLX prior to the effectiveness of the registration statement of which this prospectus forms a part, three individuals determined by Tailwind Sponsor after reasonably consulting with QOMPLX and prior to the effectiveness of such registration statement, and one director determined by Cannae prior to the effectiveness of such registration statement. This new composition of the New
 
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QOMPLX board of directors may affect the business strategy and operating decisions of New QOMPLX upon the completion of the Business Combination.
Tailwind and QOMPLX will incur transaction costs in connection with the Business Combination.
Each of Tailwind and QOMPLX has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. Tailwind and QOMPLX may also incur additional costs to retain key employees. Tailwind and QOMPLX will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the transactions. Some of these costs are payable regardless of whether the Business Combination is completed. See “The Business Combination — Terms of the Business Combination.”
Stockholders will have their rights as stockholders governed by the Post-Closing New QOMPLX’s Governing Documents.
As a result of the completion of the Business Combination, holders of shares of Tailwind stock will become holders of shares of New QOMPLX Common Stock, which will be governed by the Post-Closing New QOMPLX Governing Documents. As a result, there will be differences between the rights currently enjoyed by stockholders and the rights that stockholders who become New QOMPLX stockholders will have as stockholders of New QOMPLX, some of which may be less favorable. See “Comparison of Stockholders’ Rights.”
The Sponsor has agreed to vote in favor of the proposals at the Tailwind Special Meeting, regardless of how public stockholders vote.
As of the date hereof, the shares of Class B Common Stock owned by the Sponsor represents approximately 20% of the voting power of the outstanding Tailwind Shares. Pursuant to an agreement entered into at the closing of Tailwind’s IPO, the Sponsor has agreed to vote its Class B Common Stock and any shares of Class A Common Stock held by it in favor of each of the proposals at the Tailwind Special Meeting, regardless of how public stockholders vote. Accordingly, the agreement by the Sponsor to vote in favor of each of the proposals at the Tailwind Special Meeting will increase the likelihood that Tailwind will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby.
Because of Tailwind’s limited resources and the significant competition for business combination opportunities, it may be more difficult for it to complete the initial business combination. If Tailwind is unable to complete the initial business combination, its public stockholders may receive only approximately $10.00 per share on their redemption of shares of Class A Common Stock, or less than such amount in certain circumstances, based on the balance of Tailwind’s Trust Account (as of March 31, 2021), and Tailwind’s warrants will expire worthless.
Tailwind encounters competition from other entities having a business objective similar to its own, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses it intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar technical, human and other resources to those of Tailwind, and its financial resources will be relatively limited when contrasted with those of many of these competitors. While Tailwind believes there are numerous target businesses it could potentially acquire with the net proceeds of its IPO and the sale of the Private Placement Warrants, Tailwind’s ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because Tailwind is obligated to pay cash for the shares of Class A Common Stock its public stockholders redeem in connection with the initial business combination, target companies will be aware that this may reduce the resources available to Tailwind for the initial business combination. This may place Tailwind at a competitive disadvantage in successfully negotiating an initial business combination. If it is unable to complete an initial business combination, Tailwind’s public stockholders may only receive
 
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$10.00 per share on the liquidation of its Trust Account, based on the balance of the Trust Account (as of March   31, 2021), and Tailwind’s warrants will expire worthless.
Tailwind may not be able to consummate the Business Combination or an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Class A Common Stock and liquidate, in which case the holders of Class A Common Stock may only receive $10.00 per share, or less than such amount in certain circumstances, and the public warrants will expire worthless.
The Pre-Closing Tailwind Certificate of Incorporation provides that Tailwind must complete an initial business combination by September 9, 2022. If Tailwind is unable to complete an initial business combination before September 9, 2022, Tailwind will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Class A Common Stock, 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 Tailwind to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and Tailwind’s board of directors, dissolve and liquidate, subject in each case to Tailwind’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its warrants, which will expire worthless if Tailwind fails to complete an initial business combination within the 24 month time period. In certain circumstances, the holders of Class A Common Stock may receive less than $10.00 per share on the redemption of their shares.
Tailwind’s Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or Public Warrants from holders of Class A Common Stock, which may influence the vote on the Business Combination Proposal and reduce the public float of the Class A Common Stock.
Tailwind’s Sponsor, directors, officers, advisors or their affiliates may purchase Class A Common Stock or Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Class A Common Stock or Public Warrants in such transactions.
Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Class A Common Stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Tailwind’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from holders of Class A Common Stock who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination Proposal and thereby increase the likelihood of obtaining stockholder approval of the Business Combination Proposal. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with the Business Combination or the other transactions contemplated by the Business Combination Agreement. Any such purchases of Tailwind securities may result in consummation of the Business Combination, which may not otherwise have been possible. Any such purchases will be reported pursuant to Sections 13 and 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public float of Class A Common Stock or Public Warrants and the number of beneficial holders of Tailwind securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of Tailwind securities on a national securities exchange.
 
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Neither Tailwind nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by QOMPLX in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.
The representations and warranties made by QOMPLX and Tailwind to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, Tailwind and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by QOMPLX in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Tailwind would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.
Either Tailwind or QOMPLX may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement.
Either Tailwind or QOMPLX may agree to waive, in whole or in part, some of the conditions to the obligations to consummate the Business Combination or certain of the other transaction contemplated by the Business Combination Agreement, to the extent permitted by the Pre-Closing Tailwind Certificate of Incorporation and applicable laws. For example, it is a condition to Tailwind’s obligations to consummate the Business Combination that certain of QOMPLX’s representations and warranties are true and correct in all respects as of the Closing, except where the failure of such representations and warranties to be true and correct, taken as a whole, would not result in a material adverse effect. However, if Tailwind’s board of directors determines that it is in the best interest of the Tailwind stockholders to waive any such breach, then the board may elect to waive that condition and consummate the Business Combination. No party is able to waive the condition that Tailwind stockholders approve the Business Combination Proposal.
Tailwind does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Tailwind to consummate an initial business combination with which a substantial majority of Tailwind’s stockholders do not agree.
The Pre-Closing Tailwind Certificate of Incorporation does not provide a specified maximum redemption threshold, except that in no event will Tailwind redeem the Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of an initial business combination and after payment of the underwriter's fees and commissions (such that Tailwind is not subject to the SEC’s “penny stock” rules). As a result, Tailwind may be able to consummate the Business Combination even if a substantial majority of its stockholders do not agree with the Business Combination and have redeemed their shares. In the event the aggregate cash consideration Tailwind would be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceed the aggregate amount of cash available to Tailwind, Tailwind will not complete the Business Combination or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof, and Tailwind instead may search for an alternate business combination.
If third parties bring claims against Tailwind, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
Tailwind’s placing of funds in the Trust Account may not protect those funds from third-party claims against Tailwind. Although Tailwind has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business (except its independent registered accounting firm) execute agreements with Tailwind waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the holders of Class A Common Stock, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Tailwind’s assets, including the funds held in the
 
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Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Tailwind’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to Tailwind than any alternative. Tailwind is not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of its IPO and Tailwind’s independent registered public accounting firm.
Tailwind’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the holders of Class A Common Stock.
In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Tailwind’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.
While Tailwind currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Tailwind, it is possible that Tailwind’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Tailwind’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the holders of Class A Common Stock may be reduced below $10.00 per share.
Tailwind may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
Tailwind has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Tailwind’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Tailwind only if (i) Tailwind has sufficient funds outside of the Trust Account or (ii) Tailwind consummates an initial business combination. Tailwind’s obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Tailwind’s officers and directors, even though such an action, if successful, might otherwise benefit Tailwind and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent Tailwind pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.
If, after Tailwind distributes the proceeds in the Trust Account to the holders of Class A Common Stock, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Tailwind that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Tailwind and its board may be exposed to claims of punitive damages.
If, after Tailwind distributes the proceeds in the Trust Account to its stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Tailwind that is not dismissed, any distributions received by Tailwind’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Tailwind’s stockholders. In addition, the Tailwind board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and Tailwind to claims of punitive damages, by paying Tailwind’s stockholders from the Trust Account prior to addressing the claims of creditors.
 
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If, before distributing the proceeds in the Trust Account to the holders of Class A Common Stock, Tailwind files a bankruptcy petition or an involuntary bankruptcy petition is filed against Tailwind that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Tailwind’s stockholders and the per-share amount that would otherwise be received by Tailwind’s stockholders in connection with Tailwind’s liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to the holders of Class A Common Stock, Tailwind files a bankruptcy petition or an involuntary bankruptcy petition is filed against Tailwind that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Tailwind’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Tailwind’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Tailwind’s stockholders in connection with Tailwind’s liquidation may be reduced.
Tailwind stockholders may be held liable for claims by third parties against Tailwind to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the holders of Class A Common Stock upon the redemption of the Class A Common Stock in the event Tailwind does not complete an initial business combination within the timeframe set forth in the Certificate of Incorporation may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is Tailwind’s intention to redeem the Class A Common Stock as soon as reasonably possible in the event it does not complete its initial business combination and, therefore, Tailwind does not intend to comply with the foregoing procedures.
Because Tailwind does not expect to be required to comply with Section 280, Section 281(b) of the DGCL requires Tailwind to adopt a plan, based on facts known to Tailwind at such time that will provide for Tailwind’s payment of all existing and pending claims or claims that may be potentially brought against Tailwind within the ten (10) years following its dissolution. However, because Tailwind is a blank check company, rather than an operating company, and Tailwind’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Tailwind’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If Tailwind’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. Tailwind cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Tailwind’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Tailwind’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the holders of Class A Common Stock upon the redemption of the Class A Common Stock in the event Tailwind does not complete an initial business combination within the timeframe set forth in the Certificate of Incorporation is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six (6) years after the unlawful redemption distribution, instead of three (3) years, as in the case of a liquidating distribution.
Tailwind may not be able to complete the PIPE Financing in connection with the Business Combination.
Tailwind may not be able to complete the PIPE Financing on terms that are acceptable to Tailwind, or at all. If Tailwind does not complete the PIPE Financing, Tailwind may not be able to consummate the Business
 
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Combination or certain other transactions contemplated by the Business Combination Agreement. The terms of any alternative financing may be more onerous to the combined company than the PIPE Financing, and Tailwind may be unable to obtain alternative financing on terms that are acceptable to it, or at all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the combined company. None of Tailwind’s officers, directors or stockholders, other than stockholders participating in the PIPE Financing, is required to provide any financing to Tailwind in connection with or after the consummation of the Business Combination.
Tailwind may amend the terms of its warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without your approval.
The Tailwind warrants were issued in registered form under the warrant agreement between Continental CST, as warrant agent, and Tailwind (the “Warrant Agreement”. The Warrant Agreement provides that the terms of Tailwind’s warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, Tailwind may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding Public Warrants approve of such amendment. Although Tailwind’s ability to amend the terms of the Public Warrants with the consent of at least 65% of the then outstanding warrants is broad, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a warrant.
Tailwind may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
Tailwind has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which Tailwind gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by Tailwind, Tailwind may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. Tailwind will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
In addition, Tailwind may redeem outstanding warrants after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of Class A Common Stock determined based on the redemption date and the fair market value of the Class A common stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of common stock received is capped at 0.361 shares of Class A Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
 
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Subject to certain limited circumstances, none of the Private Placement Warrants will be redeemable by Tailwind so long as they are held by the Sponsor or its permitted transferees.
Subsequent to the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, New QOMPLX may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the combined company’s financial condition, results of operations and the price of New QOMPLX Common Stock, which could cause you to lose some or all of your investment.
Although Tailwind has conducted due diligence on QOMPLX, this diligence may not reveal all material issues that may be present with QOMPLX’s business. Factors outside of QOMPLX’s and Tailwind’s respective control may, at any time, arise. As a result of these factors, New QOMPLX may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in the combined company reporting losses. Even if Tailwind’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Tailwind’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the combined company’s liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause the combined company to be unable to obtain future financing on favorable terms or at all.
The future exercise of registration rights may adversely affect the market price of New QOMPLX Common Stock.
Certain New QOMPLX stockholders will have registration rights for restricted securities. In connection with entry into the Business Combination Agreement, New QOMPLX entered into the Investor Rights Agreement with the Sponsor and certain other stockholders of QOMPLX, which will provide for customary “demand” and “piggyback” registration rights for certain stockholders. In addition, shares of New QOMPLX Common Stock acquired by investors in the PIPE Financing and the Bridge Financing will be afforded certain registration rights. Sales of a substantial number of shares of New QOMPLX Common Stock pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New QOMPLX Common Stock.
Warrants will become exercisable for New QOMPLX Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to New QOMPLX stockholders.
Outstanding warrants to purchase an aggregate of 26,410,785 shares of New QOMPLX Common Stock will become exercisable on the later of thirty (30) days after the completion of the merger or twelve (12) months from the consummation of Tailwind’s IPO. Each warrant entitles the holder thereof to purchase one (1) share of New QOMPLX Common Stock at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of shares of New QOMPLX Common Stock. To the extent such warrants are exercised, additional shares of New QOMPLX Common Stock will be issued, which will result in dilution to the then existing holders of common stock of QOMPLX and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Class A Common Stock.
The Pre-Closing Tailwind Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in Tailwind’s name, actions against Tailwind’s directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against Tailwind’s directors, officers, other employees or stockholders.
The Pre-Closing Tailwind Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in Tailwind’s name, actions against Tailwind’s directors, officers, other
 
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employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware will have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum provisions in the Pre-Closing Tailwind Certificate of Incorporation. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Tailwind or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although such stockholders will not be deemed to have waived Tailwind’s compliance with federal securities laws and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in the Pre-Closing Tailwind Certificate of Incorporation. If a court were to find such provision to be inapplicable or unenforceable in an action, Tailwind may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
The Pre-Closing Tailwind Certificate of Incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Additional Risks Relating to Ownership of New QOMPLX Common Stock Following the Business Combination
The NYSE may delist New QOMPLX’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New QOMPLX to additional trading restrictions.
Currently, Tailwind’s units, Class A Common Stock and public warrants are publicly traded on the NYSE. We intend to list New QOMPLX’s Common Stock and public warrants on the NYSE under the symbols “QPLX” and “QPLX WS” respectively, respectively, upon the closing of the Business Combination. Tailwind cannot assure you that its securities will continue to be listed on the NYSE following the Business Combination. In order to continue listing its securities on the NYSE following the Business Combination, New QOMPLX will be required to maintain certain financial, distribution and stock price levels. Generally, New QOMPLX will be required to maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with the Business Combination, New QOMPLX will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of its securities on the NYSE. For instance, New QOMPLX’s stock price would generally be required to be at least $4.00 per share and our market capitalization would generally be required to be at least $150,000,000. In addition to the listing requirements for the New QOMPLX Common Stock, the NYSE imposes listing standards on warrants. We cannot assure you that New QOMPLX will be able to meet those initial listing requirements at that time.
If NYSE delists New QOMPLX’s securities from trading on its exchange and New QOMPLX is not able to list its securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;
 
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a determination that the New QOMPLX Common Stock is a “penny stock” which will require brokers trading in New QOMPLX Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since Tailwind’s units, Class A Common Stock and warrants are listed on the NYSE, they are covered securities. Although the states are preempted from regulating the sale of its securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Tailwind is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Tailwind was no longer listed on the NYSE, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities, including in connection with the initial business combination.
New QOMPLX’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.
The trading price of the New QOMPLX Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed above and the following, to the extent not already stated:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of New QOMPLX’s competitors;

the impact of the COVID-19 pandemic and its effect on New QOMPLX’s business and financial conditions;

changes in expectations as to New QOMPLX’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

declines in the market prices of stocks generally;

strategic actions by New QOMPLX or its competitors;

announcements by New QOMPLX or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change in New QOMPLX’s management;

changes in general economic or market conditions or trends in New QOMPLX’s industry or markets;

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to New QOMPLX’s business;

future sales of New QOMPLX Common Stock or other securities;

investor perceptions or the investment opportunity associated with New QOMPLX Common Stock relative to other investment alternatives;

the public’s response to press releases or other public announcements by New QOMPLX or third parties, including New QOMPLX’s filings with the SEC;

litigation involving New QOMPLX, New QOMPLX’s industry, or both, or investigations by regulators into New QOMPLX’s operations or those of New QOMPLX’s competitors;
 
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guidance, if any, that New QOMPLX provides to the public, any changes in this guidance or New QOMPLX’s failure to meet this guidance;

the development and sustainability of an active trading market for New QOMPLX’s stock;

actions by institutional or activist stockholders;

changes in accounting standards, policies, guidelines, interpretations or principles; and

other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
These broad market and industry fluctuations may adversely affect the market price of New QOMPLX Common Stock, regardless of New QOMPLX’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of New QOMPLX Common Stock is low.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If New QOMPLX was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from New QOMPLX’s business regardless of the outcome of such litigation.
Because there are no current plans to pay cash dividends on New QOMPLX Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
New QOMPLX intends to retain future earnings, if any, for future operations, expansion and debt repayment (if any) and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of New QOMPLX Common Stock will be at the sole discretion of New QOMPLX’s board of directors. New QOMPLX’s board of directors may take into account general and economic conditions, New QOMPLX’s financial condition and results of operations, New QOMPLX’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by New QOMPLX to its stockholders or by its subsidiaries to it and such other factors as New QOMPLX’s board of directors may deem relevant. In addition, New QOMPLX’s ability to pay dividends is limited by covenants of QOMPLX’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness New QOMPLX incurs. As a result, you may not receive any return on an investment in New QOMPLX Common Stock unless you sell New QOMPLX Common Stock for a price greater than that which you paid for it.
If securities analysts do not publish research or reports about New QOMPLX’s business or if they downgrade New QOMPLX’s stock or New QOMPLX’s industry, New QOMPLX’s stock price and trading volume could decline.
The trading market for New QOMPLX Common Stock will rely in part on the research and reports that industry or financial analysts publish about New QOMPLX or its business. New QOMPLX will not control these analysts. In addition, some financial analysts may have limited expertise with QOMPLX’s model and operations. Furthermore, if one or more of the analysts who do cover New QOMPLX downgrade its stock or industry, or the stock of any of its competitors, or publish inaccurate or unfavorable research about its business, the price of New QOMPLX’s stock could decline. If one or more of these analysts ceases coverage of New QOMPLX or fails to publish reports on it regularly, New QOMPLX could lose visibility in the market, which in turn could cause its stock price or trading volume to decline.
Future sales, or the perception of future sales, by New QOMPLX or its stockholders in the public market following the Business Combination could cause the market price for New QOMPLX Common Stock to decline.
The sale of shares of New QOMPLX Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of New QOMPLX Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New QOMPLX to sell equity securities in the future at a time and at a price that it deems appropriate.
 
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Upon consummation of the Business Combination, and subject to the assumptions set forth in “Basis of Presentation and Glossary,” New QOMPLX would have a total of approximately 143,461,748 shares of Class A Common Stock outstanding, assuming no redemptions. All shares issued in the Merger will be freely tradable without registration under the Securities Act and without restriction by persons other than New QOMPLX’s “affiliates” ​(as defined under Rule 144 of the Securities Act, “Rule 144”), including New QOMPLX’s directors, executive officers and other affiliates.
In connection with the Business Combination, the holders of New QOMPLX Common Stock issued (i) as a result of the conversion of shares that were previously designated as Class B Common Stock, (ii) as consideration pursuant to the Business Combination pursuant to the Business Combination Agreement, (iii) to Cannae as the Additional Shares (as defined in the Subscription Agreement), or (iv) to directors, officers, employees and former employees of Tailwind or any of its affiliates or any of its subsidiaries upon the settlement or exercise of restricted stock units, stock options or other equity awards issued under the 2021 Incentive Plan adopted in connection with the consummation of the Business Combination, which shall include, without limitation, awards issued and outstanding as of immediately following the closing of the Business Combination in respect of awards of QOMPLX outstanding immediately prior to the closing of the Business Combination (the “Investors”) have agreed with Tailwind, subject to certain exceptions, not to transfer or dispose of their New QOMPLX Common Stock during the period from the date of the closing of the merger through the earlier of (i) six (6) months after the consummation of the Business Combination, (ii) the date that the closing price of the New QOMPLX Common Stock equals or exceeds $12.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for twenty (20) trading days within any thirty (30) trading day period following the 150th day following the merger and (iii) the consummation of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New QOMPLX’s stockholders having the right to exchange their shares of New QOMPLX Common Stock for cash, securities or other property.
Upon the expiration or waiver of the lock-up described above, shares held by the Investors of New QOMPLX will be eligible for resale, subject to volume, manner of sale and other limitations under Rule 144, when such rule becomes applicable to Tailwind. In addition, pursuant to the Investor Rights Agreement, the Investors and certain other stockholders will have the right, subject to certain conditions, to require New QOMPLX to register the sale of their shares of New QOMPLX Common Stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of New QOMPLX Common Stock to decline.
As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of New QOMPLX Common Stock could drop significantly if the holders of such shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for New QOMPLX to raise additional funds through future offerings of New QOMPLX’s shares of Class A Common Stock or other securities.
In addition, the shares of New QOMPLX Common Stock reserved for future issuance under the 2021 Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The number of shares of New QOMPLX Common Stock expected to be reserved for future issuance under its equity incentive plans is equal to 10% of the aggregate number of shares of New QOMPLX Common Stock outstanding immediately following closing of the Business Combination, plus a number of shares equal to the number of shares of common stock that are subject to vested stock options granted under the 2015 Equity Incentive Plan and that were subject to a rollover option under the Business Combination Agreement. New QOMPLX is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of New QOMPLX Common Stock or securities convertible into or exchangeable for shares of New QOMPLX Common Stock issued pursuant to the 2021 Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market , subject to the provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.
 
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In the future, New QOMPLX may also issue its securities in connection with investments or acquisitions. The amount of shares of New QOMPLX Common Stock issued in connection with an investment or acquisition could constitute a material portion of New QOMPLX’s then-outstanding shares of Class A Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to New QOMPLX’s stockholders.
Anti-takeover provisions in New QOMPLX’s organizational documents could delay or prevent a change of control.
Certain provisions of the Post-Closing New QOMPLX Governing Documents may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by New QOMPLX’s stockholders.
These provisions provide for, among other things:

establish a staggered board of directors divided into three classes serving staggered three-year terms, such that not all members of the New QOMPLX’s board of directors will be elected at one time;

authorize New QOMPLX’s board of directors to issue new series of preferred stock without stockholder approval and create, subject to applicable law, a series of preferred stock with preferential rights to dividends or our assets upon liquidation, or with superior voting rights to our existing common stock;

eliminate the ability of stockholders to call special meetings of stockholders;

eliminate the ability of stockholders to fill vacancies on New QOMPLX’s board of directors;

establish advance notice requirements for nominations for election to New QOMPLX’s board of directors or for proposing matters that can be acted upon by stockholders at our annual stockholder meetings;

permit New QOMPLX’s board of directors to establish the number of directors;

provide that New QOMPLX’s board of directors is expressly authorized to make, alter or repeal the Post-Closing New QOMPLX Bylaws;

provide that stockholders can remove directors only for cause and only upon the approval of not less than a majority of all outstanding shares of New QOMPLX’s voting stock;

require the approval of not less than two-thirds of all outstanding shares of voting stock to amend the Post-Closing New QOMPLX Bylaws and specific provisions of the Post-Closing New QOMPLX Certificate of Incorporation; and

limit the jurisdictions in which certain stockholder litigation may be brought.
As a Delaware corporation, New QOMPLX will be subject to the anti-takeover provisions of Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a business combination specified in the statute with an interested stockholder (as defined in the statute) for a period of three (3) years after the date of the transaction in which the person first becomes an interested stockholder, unless the business combination is approved in advance by a majority of the independent directors or by the holders of at least two-thirds of the outstanding disinterested shares. The application of Section 203 of the DGCL could also have the effect of delaying or preventing a change of control of New QOMPLX.
These anti-takeover provisions could make it more difficult for a third-party to acquire New QOMPLX, even if the third-party’s offer may be considered beneficial by many of New QOMPLX’s stockholders. As a result, New QOMPLX’s stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause New QOMPLX to take other corporate actions you desire.
 
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The Post-Closing New QOMPLX Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by New QOMPLX’s stockholders, which could limit New QOMPLX’s stockholders’ ability to obtain a favorable judicial forum for disputes with New QOMPLX or its directors, officers, employees or stockholders.
The Post-Closing New QOMPLX Certificate of Incorporation will provide that, unless New QOMPLX consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of New QOMPLX, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of New QOMPLX to New QOMPLX or to New QOMPLX’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Post-Closing New QOMPLX Governing Documents (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding asserting a claim against New QOMPLX or any current or former director, officer or stockholder governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Notwithstanding the forgoing, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Act, Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
If the Merger does not qualify as a reorganization under Section 368(a) of the Code, U.S. Holders of QOMPLX Common Stock may be required to pay substantial U.S. federal income taxes.
As discussed more fully under “Material U.S. Federal Income Tax Consequences,” it is the opinion of Kirkland & Ellis LLP that the Merger will qualify as a “reorganization” within the meaning of Section 368(a). However, such opinion is not binding upon the Internal Revenue Service (the “IRS”) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Tailwind and QOMPLX do not intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the Merger. If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a U.S. Holder that exchanges its QOMPLX Common Stock for New QOMPLX Common Stock may recognize gain in connection with the Merger and may be subject to substantial U.S. federal income taxes. For more information on the material U.S. federal income tax consequences of the Merger to U.S. Holders of QOMPLX Common Stock, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of QOMPLX Common Stock.”
Risks Relating to Redemption
There is no guarantee that a Tailwind public stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.
No assurance can be given as to the price at which a public stockholder may be able to sell the shares of New QOMPLX Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in New QOMPLX’s stock price, and may result in a lower value realized now than an Tailwind stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s shares of Class A Common Stock. Similarly, if a Tailwind public stockholder does
 
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not redeem his, her or its shares, such stockholder will bear the risk of ownership of New QOMPLX Common Stock after the consummation of the merger, and there can be no assurance that a stockholder can sell his, her or its shares of New QOMPLX Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Tailwind public stockholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect its individual situation.
If Tailwind public stockholders fail to comply with the redemption requirements specified in this proxy statement /prospectus, they will not be entitled to redeem their shares of Class A Common Stock for a pro rata portion of the funds held in the Trust Account.
To exercise their redemption rights, holders of Class A Common Stock are required to deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Tailwind’s transfer agent prior to the vote at the Tailwind Special Meeting. If a holder fails to properly seek redemption as described in this proxy statement/prospectus and the Business Combination is consummated, such holder will not be entitled to redeem these shares for a pro rata portion of funds deposited in the Trust Account. See “Tailwind Special Meeting of Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.
If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the shares of Class A Common Stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Class A Common Stock.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares of Class A Common Stock or, if part of such a group, the group’s Class A Common Stock, in excess of 15% of the shares of Class A Common Stock. Your inability to redeem any such excess shares of Class A Common Stock could resulting in you suffering a material loss on your investment in Tailwind if you sell such excess Class A Common Stock in open market transactions. Tailwind cannot assure you that the value of such excess Class A Common Stock will appreciate over time following the merger or that the market price of the Class A Common Stock will exceed the per-share redemption price.
There is uncertainty regarding the federal income tax consequences of the redemption to the holders of Class A Common Stock.
There is some uncertainty regarding the federal income tax consequences to holders of Class A Common Stock who exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption results in a dividend, taxable as ordinary income, or a sale, taxable as capital gain, and (ii) whether such capital gain is “long-term” or “short-term.” Whether the redemption qualifies for sale treatment, resulting in taxation as capital gain rather than ordinary income, will depend largely on whether the holder owns (or is deemed to own) any shares of Class A Common Stock following the redemption, and if so, the total number of shares of Class A Common Stock held by the holder both before and after the redemption relative to all shares of Class A Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a dividend, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in Tailwind or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the IRS, there is uncertainty as to whether a holder who elects to exercise its redemption rights will be taxed on any gain from the redemption as ordinary income or capital gain. See “Material U.S. Federal Income Tax Consequences.”
 
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.
The following unaudited pro forma combined financial statements present the combination of the financial information of Tailwind, QOMPLX, Sentar and Tyche adjusted to give effect to the Transactions, as summarized below. The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The unaudited pro forma combined balance sheet as of March 31, 2021 combines the historical balance sheet of Tailwind, QOMPLX, Sentar and Tyche on a pro forma basis as if the Transactions had been consummated on March 31, 2021. The unaudited pro forma combined statements of operations for the year ended December 31, 2020 and for the three months ended March 31, 2021 combine the historical statements of operations of Tailwind, QOMPLX, Sentar and Tyche for such periods on a pro forma basis as if the Transactions, had been consummated on January 1, 2020.
The Transactions include:

The Business Combination, which includes the Merger of Merger Sub with and into QOMPLX, with QOMPLX being the surviving company.

QOMPLX’s substantially concurrent acquisitions of Sentar and Tyche, with Sentar surviving the acquisition as a wholly owned subsidiary of QOMPLX and the assets and liabilities of Tyche being acquired by QOMPLX UK though an asset purchase.

The issuance of 18,000,000 shares of Tailwind Class A Common Stock in connection with the PIPE Financing and settlement of the Notes of $20.0 million issued pursuant to the Bridge Financing Agreement.

The issuance of 835,539 shares of Tailwind Class A Common Stock to Cannae in exchange for Cannae’s agreement to commit $50.0 million between the PIPE Financing and the Bridge Financing.
Prior to the Transactions, QOMPLX and Tailwind had fiscal years corresponding to a calendar year, Sentar had a fiscal year ending on September 30, and Tyche had a fiscal year ending April 30. As a result, in order to prepare the unaudited pro forma combined statement of operations for the year ended December 31, 2020:

the historical statement of operations for the fiscal year ended September 30, 2020 of Sentar has been adjusted to reflect a trailing twelve month period ending December 31, 2020 by adding Sentar’s, statement of operations for the three months ended December 31, 2020, and subtracting Sentar’s statement of operations for the three months ended December 31, 2019; and

the historical statement of operations for the fiscal year ended April 30, 2020 of Tyche has been adjusted to reflect a trailing twelve month period ending December 31, 2020 by adding Tyche’s statement of operations for the six months ended October 31, 2020 and financial information for the two months ended December 31, 2020 derived from Tyche’s books and records and subtracting Tyche’s statement of operations for the six months ended October 31, 2019 and financial information for the two months ended December 31, 2019 derived from Tyche’s books and records.
The unaudited pro forma combined statement of operations for the year ended December 31, 2020 combines the above-described adjusted historical statements of operations for Sentar and Tyche with the historical statement of operations for the period May 29, 2020 (inception) through December 31, 2020 of Tailwind and the historical statement of operations for the year ended December 31, 2020 of QOMPLX.
Similarly, the unaudited pro forma combined statement of operations for the three months ended March 31, 2021:

subtracts Sentar’s statement of operations for the three months ended December 31, 2020 from the statement of operations for the six months ended March 31, 2021, and
 
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derives Tyche’s statement of operations for the three months ended March 31, 2021 from Tyche’s books and records.
The unaudited pro forma combined statement of operations for the three months ended March 31, 2021 combines the above-described adjusted financial information for Sentar and Tyche with the historical statement of operations for the first quarter of fiscal year 2021 — or the three months ended March 31, 2021 — for QOMPLX and Tailwind and unaudited historical financial statements as of and for the three months ended December 31, 2020 and 2019, fiscal years ended December 30, 2020 and 2019.
Furthermore, the unaudited pro forma combined financial statements have been developed from and should be read in conjunction with:

the accompanying notes to the unaudited pro forma combined financial statements;

QOMPLX’s audited historical consolidated financial statements and the related notes as of and for the years ended December 31, 2020 and 2019, and unaudited consolidated historical financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020;

Tailwind’s audited historical financial statements and the related notes as of and for the period May 29, 2020 (inception) to December 31, 2020, and unaudited historical financial statements as of and for the three months ended March 31, 2021;

Sentar’s audited historical financial statements and the related notes as of and for the fiscal years ended September 31, 2020 and 2019, and unaudited historical financial statements as of December 31, 2020 and for the three months ended December 31, 2020 and 2019, and unaudited historical financial statements as of March 31, 2021 and for the six months ended March 31, 2021 and 2020;

Tyche’s audited historical consolidated financial statements and the related notes as of and for the fiscal years ended April 30, 2020 and 2019, and unaudited historical financial statements as of October 31, 2020 and for the six months ended October 31, 2020 and 2019; and

the other information relating to Tailwind, QOMPLX, Sentar and Tyche contained in this proxy statement/prospectus, including the Business Combination Agreement.
Description of the Transactions and Related Accounting
QOMPLX has been determined to be the accounting acquirer and predecessor in the Transactions based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

QOMPLX shareholders have the greatest voting interest in the combined entity with approximately 56.0% majority interest in a no redemption scenario and 61.9% majority interest in a maximum redemption scenario (refer to capitalization table below for details on these calculations);

QOMPLX executives will hold all key executive positions of the combined entity;

QOMPLX shareholders will appoint the majority of the individuals on the board of directors;

Although Sentar and Tyche currently have greater revenues, QOMPLX comprises the largest relative size based on fair value and employees; and

The combined company will continue to operate under the QOMPLX tradename, and the headquarters of the combined company remains as QOMPLX’s headquarters.
Because QOMPLX will be treated as the “acquirer” for financial reporting purposes, the transaction between Tailwind and QOMPLX will be accounted for as a reverse recapitalization, in accordance with GAAP. Accordingly, the transaction will be treated as the equivalent of QOMPLX issuing stock for the net assets of Tailwind, accompanied by a recapitalization. The net assets of Tailwind will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of QOMPLX. The acquisitions by QOMPLX of Sentar and Tyche will be treated as business combinations as both entities meet the definition of a business under ASC 805, and as such, purchase accounting will be applied.
 
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Below is a description of the Transactions:

Combination of QOMPLX and Tailwind
To consummate the reverse recapitalization transaction described above, the estimated aggregate consideration to be paid to QOMPLX’s equity holders is 85.0 million shares of New QOMPLX (including the equity consideration payable to Sentar and Tyche shareholders described below and the shares of New QOMPLX Common Stock issuable upon the conversion of accrued and unpaid interest on the Notes) determined based on (a) equity value of $850.0 million plus the aggregate exercise price of all vested QOMPLX stock options less accrued and unpaid interest on the Notes divided by (b) share price of $10.00 per share. Each share of QOMPLX’s common stock and convertible preferred stock will be converted into New QOMPLX Common Stock. Outstanding QOMPLX vested options to purchase shares of QOMPLX will be exchanged for comparable options to purchase New QOMPLX Common Stock. Unvested QOMPLX options will also be exchanged for comparable options to purchase New QOMPLX Common Stock based on the same exchange ratio that is used for the exchange of the vested options to purchase shares of QOMPLX as described herein.
As part of the Business Combination, the Sponsor will forfeit 835,539 shares of Class B Common Stock for no consideration on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. A portion of the combined company cash comprised of the cash held within the Trust Account and the PIPE Financing and Bridge Financing will be used to consummate the Pipeline Acquisitions.

PIPE Financing and Bridge Financing
Concurrently with the execution of the Business Combination Agreement, Tailwind entered into (i) Subscription Agreements with certain investors, including, among others, Cannae and additional third party investors, referred to as the “PIPE Financing;” and (ii) the Bridge Financing Agreement with QOMPLX, Cannae and certain other stockholders of QOMPLX. Pursuant to the Subscription Agreements, (A) each investor agreed to subscribe for and purchase, and Tailwind agreed to issue and sell to such investors, on the closing date of the Business Combination substantially concurrently with the closing of the Business Combination, an aggregate of 16,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $160.0 million, and (B) Tailwind agreed to issue an additional 835,539 shares of Class A Common Stock to Cannae in exchange for its agreement to act as the lead investor with a $50.0 million commitment between the PIPE Financing and the Bridge Financing. Pursuant to the Bridge Financing Agreement, QOMPLX issued Notes in an aggregate principal amount of $20.0 million. The Notes accrue interest at 7.5% per year and, subject to the closing of the Business Combination, the principal amount and accrued interest will automatically convert into Class A Common Stock at a conversion price of $10.00 per share. For purposes of the unaudited pro forma combined financial information included in this proxy statement/prospectus, we have assumed that Tailwind will issue an aggregate 2,000,000 shares of Class A Common Stock in connection with the conversion of the Notes.

Sentar Acquisition
QOMPLX has agreed to acquire Sentar for a preliminary purchase price of approximately $81.8 million, comprised of cash, equity and contingent consideration based on future revenue and EBITDA metrics as described further in Note 4. A portion of the cash payments will be made to Sentar employees for outstanding options and stock appreciation rights (“SARs”). Vesting of certain options and SARs will accelerate under the terms of the Sentar Purchase Agreement (as defined in the Business Combination Agreement). The cash payments to Sentar employees have been allocated between the preliminary purchase price and post-combination compensation expense: $11.1 million and $6.4 million, respectively, including the impact of the employer share of taxes.

Tyche Acquisition
QOMPLX has agreed to acquire the assets and liabilities of Tyche for a preliminary purchase price of approximately £93.3 million, or $128.0 million, comprised of cash and equity consideration as described further in Note 4.
 
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Below are the sources and uses tables to summarize the flow of funds assuming no redemptions by Tailwind shareholders:
Sources (in millions)
A
Cash Held in Tailwind Trust Account
$ 334
B
Issuance of Shares Class A Common Stock to acquire QOMPLX, Sentar and
Tyche
850
C
PIPE Financing and Bridge Financing
180
$ 1,364
Uses (in millions)
D
QOMPLX Equity holder Stock Consideration
$ 850
E
Cash Consideration for Sentar
70
F
Cash Consideration for Tyche
99
G
Postcombination Compensation Expense (Note 5M)
6
H
Transaction Fees and Expenses – Sentar and Tyche Acquisitions
4
I
Transaction Fees and Expenses – PIPE
5
J
Transaction Fees and Expenses – QOMPLX Equity Issuance
11
K
Transaction Fees and Expenses – Tailwind
26
L
Cash to Balance Sheet
293
$ 1,364
The unaudited pro forma combined financial information included in this proxy statement/prospectus has been prepared using the assumptions below with respect to the potential redemption into cash of Tailwind’s Class A Common Stock:

Assuming Minimum Redemptions:   This presentation assumes that no public stockholders of Tailwind exercise redemption rights with respect to their shares of Class A Common Stock for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions:   This presentation assumes that stockholders holding 13.4 million shares of Class A Common Stock will exercise their redemption rights for their pro rata share (approximately $10.00 per share, after minor adjustments for interest earned) of the funds in Tailwind's Trust Account. This scenario gives effect to redemptions for aggregate redemption payments of $134.4 million using a per share redemption price that was calculated as $134,416,905 in Tailwind's Trust Account per the unaudited pro forma combined balance sheet divided by 13,441,690 shares of Class A Common Stock as of March 31, 2021. Management arrived at these figures based on the below calculation, which considers the impact of Aggregate Transaction Proceeds required at Closing being no less than $200,000,000 pursuant to the Business Combination Agreement, the cash consideration QOMPLX will pay for Sentar and Tyche, and the impact of transaction costs related to the acquisition by QOMPLX of Sentar and Tyche.
As of Transaction Date (amounts in thousands, except per-share amounts)
Amount
Trust Account(1)
$ 334,371