The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Amendment No. 2 on Form 10-K/A. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Report.
In this Amendment No. 2 to the Annual Report on Form 10-K of
We have re-evaluated our application of ASC 480-10-S99-3A to our accounting and
classification of the Public Shares, issued as part of the units sold in the IPO
on
Therefore, on
The restatement does not have an impact on our cash position and cash held in the Trust Account.
Our management has concluded that in light of the classification error described above, a material weakness exists in our internal control over financial reporting and that our disclosure controls and procedures were not effective.
In connection with the restatement, our management reassessed the effectiveness of our disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to our internal controls around the proper accounting and classification of complex financial instruments. For more information, see Item 9A included in this Annual Report on Form 10-K.
We have not amended our previously filed Quarterly Report on Form 10-Q for the
period affected by the restatement or our previously filed balance sheet, dated
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otherwise reported for these periods is superseded by the information in this Amendment No. 2, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
The restatement is more fully described in Note 2 of the notes to the financial statements included herein.
Overview
We are a blank check company formed under the laws of the
Recent Developments
On
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.
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Tailwind, Merger Sub and QOMPLX.
The Business Combination Agreement provides for, among other things, the
following transactions: (i) QOMPLX will change its name to "
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 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
Concurrently with the execution of the Business Combination Agreement, we
entered into (i) the Subscription Agreements with certain investors, including,
among others, Cannae and additional third party 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 we 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
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to issue the Notes to the investors party thereto in an aggregate principal
amount of
Consummation of the transactions contemplated by the Business Combination Agreement are subject to customary conditions of the respective parties, including receipt of approval from stockholders of each of Tailwind and QOMPLX for consummation of the transactions and certain other actions related thereto by our stockholders.
On
As per part of Amendment No.1, this Management's Discussion and Analysis of
Financial Condition and Results of Operations has been amended and restated to
give effect to the restatement and revision of our original financial
statements. Amendment No.1 restated our historical financial results to
reclassify our Warrants as derivative liabilities pursuant to ASC 815-40 rather
than as a component of equity as we had previously treated the Warrants. In
addition, we allocated offering costs to the Warrants which are expensed instead
of being recorded as a reduction of equity. The impact of the restatement is
reflected in the Management's Discussion and Analysis of Financial Condition and
Results of Operations below. Other than as disclosed in Form 10-K/A No. 1 filed
with the
As per part of Amendment No.2, this Management's Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement and revision of our financial statements included in Form 10-K/A No. 1. We are restating our historical financial results to reclassify our temporary equity and permanent equity as well as restate our earnings per share. The impact of the restatement is reflected in the Management's Discussion and Analysis of Financial Condition and Results of Operations below. Other than as disclosed in the Explanatory Note, Amendment No. 1 and with respect to the impact of this additional restatement, no other information in this Item 7 has been amended and this Item 7 does not reflect any events occurring after the Original Filing. The impact of the restatement is more fully described in Note 2 to our financial statements included in Item 15 of Part IV of this Amendment and Item 9A: Controls and Procedures, both contained herein.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from
For the period from
Liquidity and Capital Resources
On
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Following the initial public offering, the partial exercise of the
over-allotment option by the underwriter's and the sale of the private placement
warrants, a total of
For the period from
As of
As of
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, our sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a business combination, we would repay the
working capital loans out of the proceeds of the trust account released to us.
Otherwise, the working capital loans would be repaid only out of funds held
outside the trust account. In the event that a business combination does not
close, we may use a portion of proceeds held outside the trust account to repay
the working capital loans but no proceeds held in the trust account would be
used to repay the working capital loans. The working capital loans would either
be repaid upon consummation of a business combination, without interest, or, at
the lender's discretion, up to
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. For example, in connection with the Business Combination, we intend to issue securities in the PIPE Financing pursuant to the Subscription Agreements. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of our sponsor a monthly fee of
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support services to the Company. We began incurring these fees on
The underwriter in the initial public offering is entitled to a deferred fee of
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Warrant Liability
We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Class A common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of our balance sheet.
Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income ( Loss) Per Common Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.
We did not consider the effect of the warrants issued in connection with the
Initial Public Offering and the Private Placement in the calculation of diluted
income (loss) per share because their exercise is contingent upon future events
and since their inclusion would be anti-dilutive under the treasury stock
method. The warrants are exercisable to purchase 26,410,785 shares of Class A
common stock in the aggregate. As of
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Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
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