United States securities and exchange commission logo





                              November 3, 2022

       Chris Hollod
       Chief Executive Officer
       Tailwind Acquisition Corp.
       1545 Courtney Avenue
       Los Angeles, CA 90046

                                                        Re: Tailwind
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed October 20,
2022
                                                            File No. 333-267403

       Dear Chris Hollod:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 7, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed October 20,
2022

       General

   1.                                                   We note your disclosure
on page 57 that Tailwind's sponsor, directors, officers, advisors
                                                        and their affiliates
may    purchase Class A Common Stock or Public Warrants in the
                                                        open market and vote
the securities in favor of approval of the business combination
                                                        transaction. Please
provide your analysis on how such potential purchases would comply
                                                        with Rule 14e-5.
   2.                                                   We note your response
to comment 26. Please tell us whether you were copied on
                                                        Jefferies' written
notice to the Commission and if so, please provide us with the notice.
 Chris Hollod
FirstName  LastNameChris
Tailwind Acquisition Corp.Hollod
Comapany 3,
November   NameTailwind
              2022        Acquisition Corp.
November
Page 2     3, 2022 Page 2
FirstName LastName
Summary
Other Agreements, page 3

3.       Please revise to disclose in this section the pricing formula for
sales of shares under the
         Lincoln Park Purchase Agreement, as discussed on page 202.
Results of Operations
Sales and marketing, page 149

4.       We have reviewed your response to comment 20. Please provide
additional information
         as to why you have not made conforming changes to your 2021 results as
a result of the
         "reclassification of service and applications labs personnel to cost
of revenue and research
         and development." Additionally, please tell use the magnitude of those
reclassifications.
Interests of Tailwind's Directors and Officers in the Business Combination,
page 180

5.       We note your response to comment 33 and reissue in part. Please
clarify how the board
         considered the conflicts in negotiating and recommending the business
combination.
Description of New Nuburu Capital Stock
Warrants, page 247

6.       We note your response to comment 35. Disclosure on page 252 provides
the warrant
         agreement contains an exclusive forum provision that applies to claims
under the
         Securities Act. If the provision applies to Securities Act claims,
please also revise your
         disclosure to state that there is uncertainty as to whether a court
would enforce such
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. Additionally, revise Section 9.3
of Exhibit 4.4 and
         the risk factor disclosure for clarify and consistency.
Material U.S. Federal Income Tax Consequences, page 256

7.       We note your response to comment 36, but are unable to agree that the
qualification of the
         merger as a reorganization within the meaning of Section 368(a) is not
relevant to
         investors. Please revise your disclosure beginning on page 256 to
address Section 368(a)
         and, if applicable, Section 351 of the Code. Please also make similar
revisions to the
         Questions and Answers section beginning on page xii. To the extent you
intend to file a
         short form tax opinion as Exhibit 8.1, please also revise your
disclosure on page 256 to
         reflect that the discussion reflects the opinion of counsel and is not
solely a "summary."
         Refer to Items 3(k) and 4(a)(6) of Form S-4 and Item 601(b)(8) of
Regulation S-K. We
         also refer you to Section III.A.2 of Staff Legal Bulletin No. 19,
which does not limit
         materiality to voting stockholders.
 Chris Hollod
FirstName  LastNameChris
Tailwind Acquisition Corp.Hollod
Comapany 3,
November   NameTailwind
              2022        Acquisition Corp.
November
Page 3     3, 2022 Page 3
FirstName LastName
       You may contact Kevin Stertzel at (202) 551-3723 or Kevin Woody at (202)
551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202) 551-3454 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Danielle Scalzo