UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1621, 2023

Tailwind International Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40085		98-1211987
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

150 Greenwich Street, 29th Floor

New York, New York

10006

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (212) 266-0085

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one redeemable warrant	TWNI.U	New York Stock Exchange
Class A Ordinary Shares, $0.0001 par value	TWNI	New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnIn ~~February 2,~~connection ~~2023,~~with the extraordinary ~~Tailwind~~general ~~International~~meeting ~~Acquisition~~of ~~Corp.~~shareholders (the “~~Tailwind~~Extension Meeting”) ~~filed~~of Tailwind International Acquisition Corp., a ~~definitive~~Cayman ~~proxy~~Islands exempted ~~statement~~company (the “~~Extension Proxy Statement~~Company”), ~~for~~to anextend ~~extraordinary~~the ~~general~~date ~~meeting~~by ofwhich ~~its~~the ~~shareholders~~Company has to consummate bea ~~held~~business oncombination ~~February~~(the “Articles Extension”) 21from February 23, 2023 to ~~consider~~August ~~and~~23, ~~act upon~~2023, athe ~~proposal~~Company toand ~~extend~~Tailwind International Sponsor LLC (the ~~date~~“Sponsor”), entered into non-redemption agreements (the “~~Termination~~Non-Redemption ~~Date~~Agreements”) bywith several unaffiliated third parties, pursuant to which ~~Tailwind~~such ~~must~~third ~~complete~~parties anagreed ~~initial~~not ~~business~~to ~~combination~~ redeem (or to ~~August 23~~validly rescind any redemption requests on) an aggregate of 1,900,000 ~~2023~~Class (A ordinary shares of the Company (“~~Articles~~Non-Redeemed ~~Extension Date~~Shares”). ~~The~~in connection with the Articles Extension. ~~Proxy~~In ~~Statement~~exchange ~~was~~for ~~mailed~~the foregoing commitments not to ~~Tailwind~~redeem ~~shareholders of~~such ~~record~~Class asA ordinary shares, the Sponsor agreed to transfer an aggregate of ~~January 30~~475,000 ~~2023.~~Class ~~Shareholders~~B ordinary ~~may~~shares ~~obtain~~of athe ~~copy~~Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Extension ~~Proxy~~Meeting. ~~Statement~~The atNon-Redemption Agreements increased the ~~SEC~~amount of funds that remain in the Company’s ~~website~~trust ~~(www~~account following the Extension Meeting.~~sec.gov).~~

AsThe ~~set~~foregoing ~~forth~~summary inof the Non-Redemption ~~Extension~~Agreements ~~Proxy~~does ~~Statement,~~not ~~the~~purport ~~deadline~~to bybe ~~which~~complete ~~Tailwind~~and ~~public~~is ~~shareholders~~qualified ~~had~~in toits ~~complete~~entirety ~~the~~by ~~procedures~~reference ~~for electing~~ to ~~redeem their Class A ordinary shares, par value $0.0001 per share (~~the ~~“Ordinary Shares”),~~form ~~was 5:00 p.m., Eastern Time, on February 16, 2023 (“Redemption Deadline”). The initial number~~ of ~~Ordinary Shares tendered for redemption prior to the~~ Non-Redemption ~~Deadline~~Agreements ~~was~~filed ~~32,495,189.~~herein ~~Following~~as ~~such~~Exhibit ~~redemptions, if not withdrawn, Tailwind will have 2,004,811 Ordinary Shares outstanding~~10.1 ~~The~~and ~~deadline~~incorporated ~~for shareholders~~herein ~~to withdraw previously submitted redemption requests is Tuesday, February 21, 2023, prior to 9:00 a.m., Eastern Time, subject to approval~~ by ~~the board of directors of Tailwind~~reference.

~~Shareholders~~Item ~~may~~9.01. ~~make such~~Financial ~~request~~Statements byand ~~contacting our transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail:mzimkind@continentalstock~~Exhibits.~~com).~~

~~SIGNATURE~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
10.1		Form of Non-Redemption Agreements
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Dated: February 17, 2023~~SIGNATURE

~~Tailwind~~Pursuant ~~International~~to ~~Acquisition~~the ~~Corp.~~requirements ~~By:~~of ~~/s/~~the ~~Philip~~Securities ~~Krim~~Exchange ~~Name:~~Act ~~Philip~~of ~~Krim~~1934, the ~~Title:~~registrant ~~Chief~~has ~~Executive~~duly ~~Officer~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 22, 2023

	Tailwind International Acquisition Corp.

	By:	/s/ Philip Krim
	Name:	Philip Krim
	Title:	Chief Executive Officer

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