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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): ~~April~~May 43, 2023 (~~March~~May 311, 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

Registrant's telephone number, including area code

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~~Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	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~~None
Class A Ordinary Shares, $0.0001 par value	~~TWNI~~	~~New York Stock Exchange~~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 31.01 ~~Notice of~~ ~~Delisting~~Entry orinto ~~Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On May ~~April 3~~1, 2023, ~~the New York Stock Exchange (the “NYSE”) notified~~ Tailwind International Acquisition Corp.~~, a~~ ~~Cayman Islands exempted company~~ (the “Company”), ~~and~~held ~~publicly~~an ~~announced,~~extraordinary ~~that~~general ~~NYSE~~meeting ~~had~~of ~~determined to commence proceedings~~shareholders to(the ~~delist~~“Shareholder ~~from NYSE (i~~Meeting”) ~~the~~to ~~Company’s~~approve ~~units,~~certain ~~each~~amendments ~~consisting~~to ofits ~~one~~amended ~~Class~~and Arestated ~~ordinary~~memorandum ~~share~~ and ~~one-third~~articles of ~~one redeemable warrant,~~association ~~that are listed to trade on NYSE under~~ (the ~~symbol~~ “~~TWNI.U”~~Articles ~~(the~~of ~~“Units~~Association”) and ~~(ii)~~ the ~~Company’s~~Investment ~~Class~~Management ~~A ordinary~~Trust ~~shares~~Agreement, ~~par~~dated ~~value~~February ~~$0.00001 per share~~23, ~~that~~2021 ~~are listed to trade on NYSE under the symbol “TWNI”~~ (the “~~Ordinary~~Trust ~~Shares~~Agreement”)., ~~Trading~~by inand between the ~~Units~~Company and ~~Ordinary~~Continental ~~Shares~~Stock ~~was~~Transfer ~~suspended~~& ~~immediately.~~Trust ~~NYSE~~Company, ~~determined~~as totrustee ~~delist the Units and Ordinary Shares~~(“Continental”) ~~due~~ to allow the Company’s ~~inability~~ to ~~meet~~redeem ~~the~~all ~~requirements~~ of ~~Section~~its ~~802.01B~~outstanding ofpublic ~~the~~shares ~~NYSE’s~~on ~~Listed~~May ~~Company~~1, ~~Manual~~2023, ~~that~~in ~~requires a~~advance ~~listed~~of ~~acquisition~~the ~~company~~automatic totermination ~~maintain~~date anin ~~average aggregate global market capitalization attributable to~~ its ~~publicly held shares over~~ acurrent ~~consecutive~~Articles 30of ~~trading~~Association ~~day period~~ of atAugust ~~least $40~~23,~~000,000.~~ ~~The~~2023 ~~Company does not intend to appeal~~ (the ~~NYSE’s~~“Original ~~determination~~Termination Date”).

~~The~~At the Shareholder Meeting, the shareholders of the Company isapproved ~~currently~~a ~~evaluating~~proposal ~~possible~~to ~~alternatives~~amend the Trust Agreement (such proposal, the “Trust inAmendment ~~light~~Proposal” ofand ~~this~~such ~~including~~amendment, the ~~possibility~~“Trust ofAmendment”) ~~liquidating~~to change the date on which Continental must commence liquidation of the trust account ~~and~~established ~~winding~~in ~~down~~connection with the Company’s initial public offering from the Original Termination Date to May 1, 2023 (such date, the “Early Termination Date”).

~~The~~Accordingly, on ~~foregoing~~May ~~actions~~1, ~~and~~2023, ~~their~~the ~~consequences~~Company ~~could~~and ~~affect~~Continental entered into the ~~liquidity~~Trust Amendment. The Company is obligated ~~and~~to ~~value~~redeem ofall ~~the~~public ~~Company’s~~shares ~~securities.~~as ~~The~~as ~~Units~~promptly ~~and~~as ~~Ordinary~~possible ~~Shares~~but ~~may~~not bemore ~~traded~~than onten ~~the~~business ~~over-~~days after the~~-counter~~ ~~markets,~~Early orTermination ~~any~~Date. ~~other~~The Company ~~available~~expects ~~market~~to complete such redemption on or about May 5, 2023.

The ~~Item~~foregoing ~~5.02 Departure of~~description ~~Directors~~is orqualified ~~Certain~~in ~~Officers;~~its ~~Election~~entirety ofby ~~Directors;~~reference ~~Appointment~~to the full text of ~~Certain~~the ~~Officers;~~Trust ~~Compensatory~~Amendment, ~~Arrangements~~a copy of ~~Certain~~which ~~Officers~~is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

OnItem ~~March~~5.02 ~~31,~~Departure ~~2023,~~of ~~Nathalie Gaveau~~Directors ~~voluntarily~~or ~~resigned,~~Certain ~~effective~~Officers; ~~immediately,~~Election asof ~~the~~Directors; ~~President~~Appointment ~~and Director~~ of ~~the~~Certain ~~Company.~~Officers; ~~Ms.~~Compensatory ~~Gaveau~~Arrangements ~~resigned~~of inCertain ~~order to pursue other opportunities and not due to any disagreement with the Company on any matter relating to its operations, policies or practices~~Officers.

~~SIGNATURE~~On May 1, 2023, Spencer Crawley voluntarily resigned, effective immediately, as a director of the Company. Mr. Crawley resigned in order to pursue other opportunities and not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

~~Pursuant~~Item to5.03 ~~the~~Amendments ~~requirements~~to ofArticles ~~the Securities Exchange Act~~ of ~~1934, the~~Incorporation ~~registrant~~or ~~has~~Bylaws; ~~duly~~Change ~~caused~~in ~~this~~Fiscal ~~report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

~~Dated:~~On May ~~April~~1, 2023, the Company held the Shareholder Meeting to amend the Articles of Association (the “Articles Amendment”) to (i) amend the date by which the Company 4has to consummate a business combination from August 23, 2023 to May 1, 2023 (such proposal, the “Articles Amendment Proposal”) and (ii) allow the Company to remove, in connection with redemptions in connection with the amendments to the Articles of Association, $100,000 of interest earned on the funds held in the trust account established in connection with the Company’s initial public offering (the “Dissolution Expenses Proposal”). The shareholders of the Company approved the Articles Amendment Proposal and the Dissolution Expense Proposal at the Shareholder Meeting and on May 2, 2023, the Company filed the Articles Amendment with the Cayman Islands Registrar of Companies.

~~Tailwind~~The foregoing ~~International~~description ~~Acquisition~~is ~~Corp.~~qualified ~~By:~~in ~~/s/~~its ~~Philip~~entirety ~~Krim~~by ~~Name:~~reference ~~Philip~~to ~~Krim~~the Articles ~~Title:~~Amendment, ~~Chief~~a ~~Executive~~copy ~~Officer~~of which is attached as Exhibit 3.1 hereto and ~~Chief~~is ~~Financial~~incorporated ~~Officer~~by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 1, 2023, the Company held the Shareholder Meeting to approve the Articles Amendment Proposal, the Dissolution Expense Proposal, the Trust Amendment Proposal and a proposal to allow the adjournment of the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there were insufficient ordinary shares of the Company represented (either in person or by proxy) to approve the Articles Amendment Proposal, the Dissolution Expense Proposal and the Trust Amendment Proposal or (ii) where the board of directors of the Company has determined it is otherwise necessary (the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 19, 2023. As there were sufficient votes to approve the Articles Amendment Proposal, the Dissolution Expense Proposal and the Trust Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

Holders of 9,797,236 ordinary shares of the Company held of record as of April 4, 2023, the record date for the Shareholder Meeting, were present in person or by proxy, representing approximately 90.47% of the voting power of the Company’s ordinary shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business.

The voting results for the Articles Amendment Proposal, the Dissolution Expense Proposal and the Trust Amendment Proposal were as follows:

The Articles Amendment Proposal

For		Against		Abstain
9,597,232		200,000		4

The Dissolution Expenses Proposal (Class A ordinary shares voting as a separate class)

For		Against		Abstain
972,232		200,000		4

The Trust Amendment Proposal

For		Against		Abstain
9,597,232		200,000		4

In connection with the vote to approve the Articles Amendment Proposal and the Dissolution Expenses Proposal, the holders of 2,131,261 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of approximately $22,080,602.

Item 8.01. Other Events.

As of the close of business on May 1, 2023, the publicly held Class A ordinary shares, par value $0.0001, were deemed cancelled and represent only the right to receive their pro-rata share in the Company’s trust account (which is expected to be approximately $10.36 per share), because the Company will not consummate an initial business combination within the time period required by its Articles of Association.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association.
10.1		Amendment to the Investment Management Trust Agreement, dated February 23, 2021, by and between Tailwind International Acquisition Corp. and Company and Continental Stock Transfer & Trust Company, as trustee
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: May 3, 2023

	TAILWIND INTERNATIONAL ACQUISITION CORP.

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

Filing Compare · Tailwind International Acquisition Corp.