SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SUSQUEHANNA SECURITIES, LLC

(Last)

(First)

(Middle)

401 CITY AVENUE, SUITE 220

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2022

3. Issuer Name and Ticker or Trading Symbol
Tailwind Acquisition Corp. [ TWND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	453,669	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (right to buy)	⁽³⁾	⁽⁴⁾	Class A Common Stock	75,000	$11.5	D⁽²⁾
Put Option (right to sell)	⁽⁵⁾	03/17/2023	Class A Common Stock	200	$15	D⁽¹⁾
Put Option (right to sell)	⁽⁵⁾	03/17/2023	Class A Common Stock	2,600	$12.5	D⁽¹⁾
Put Option (right to sell)	⁽⁵⁾	03/17/2023	Class A Common Stock	95,200	$10	D⁽¹⁾
Put Option (right to sell)	⁽⁵⁾	03/17/2023	Class A Common Stock	2,700	$17.5	D⁽¹⁾
Put Option (right to sell)	⁽⁵⁾	01/20/2023	Class A Common Stock	372,500	$10	D⁽¹⁾
Call Option (obligation to sell)	⁽⁵⁾	09/16/2022	Class A Common Stock	8,500	$7.5	D⁽¹⁾
Put Option (obligation to buy)	⁽⁵⁾	09/16/2022	Class A Common Stock	500	$10	D⁽¹⁾
Call Option (obligation to sell)	⁽⁵⁾	09/16/2022	Class A Common Stock	3,100	$10	D⁽¹⁾
Put Option (obligation to buy)	⁽⁵⁾	10/21/2022	Class A Common Stock	1,000	$10	D⁽¹⁾
Call Option (obligation to sell)	⁽⁵⁾	01/20/2023	Class A Common Stock	1,000	$12.5	D⁽¹⁾
Put Option (obligation to buy)	⁽⁵⁾	01/20/2023	Class A Common Stock	4,700	$7.5	D⁽¹⁾
Put Option (obligation to buy)	⁽⁵⁾	01/20/2023	Class A Common Stock	20,200	$12.5	D⁽¹⁾

1. Name and Address of Reporting Person^*

SUSQUEHANNA SECURITIES, LLC

(Last)

(First)

(Middle)

401 CITY AVENUE, SUITE 220

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CAPITAL VENTURES INTERNATIONAL

(Last)

(First)

(Middle)

WINDWARD 1

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

G1 EXECUTION SERVICES, LLC

(Last)

(First)

(Middle)

175 W. JACKSON BLVD., SUITE 1700

501 PLAZA 2

(Street)

CHICAGO

60604

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are directly owned by SS.

2. These securities are directly owned by CVI. Susquehanna Advisors Group, Inc. ("SAGI") serves as the investment manager to CVI. SAGI does not have any pecuniary interest in the securities owned by CVI.

3. These warrants are not presently exercisable and will become exercisable on the later of (a) September 9, 2021 and (b) 30 days after the completion of the issuer's business combination.

4. These warrants will expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation of the issuer.

5. These options are exercisable at any time prior to their expiration.

Remarks:

In addition to the securities reported on Table 1 and Table 2, as of September 9, 2022, G1 Execution Services, LLC ("G1X") had a short position of 56 shares of Class A Common Stock and 4,503 warrants to purchase Class A Common Stock. G1X, Susquehanna Securities, LLC ("SS") and Capital Ventures International ("CVI") are affiliated entities under common ownership. G1X, SS and CVI each disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit List: Exhibit 24 - Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012

	Susquehanna Securities, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary	09/19/2022
	Capital Ventures International By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached hereto By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Assistant Secretary	09/19/2022
	G1 Execution Services, LLC By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary	09/19/2022
	** Signature of Reporting Person	Date
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