Tailwind Acquisition announced today that it convened and then adjourned, without conducting any other business, a stockholders meeting where investors were scheduled to vote on the SPAC’s proposed business combination with QOMPLX, as well as other matters.
No reason was given for the adjournment. The SPAC said the meeting would be reconvened July 30.
The SPAC last week filed an 8-K disclosing that it had received notice from a law firm on behalf of shareholders concerning alleged material omissions in the preliminary proxy on the QOMPLX deal. The SPAC included supplemental disclosures to avoid the “nuisance, cost and distraction” of a lawsuit.
Announced in March, the combined company will receive approximately $280 million of gross proceeds from a fully committed common-stock PIPE of $180 million, along with approximately $334 million cash held in trust, given approximately $200 million in cash acquisition costs, and assuming minimal redemptions by Tailwind’s stockholders. The PIPE includes participation from Cannae Holdings, Fidelity Management & Research Company, Hedosophia and RenaissanceRe Ventures, a subsidiary of RenaissanceRe.
If approved, upon closing the combined company will operate as QOMPLX and plans to list on the NYSE under QPLX.
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