S-K 1602, SPAC Registered Offerings

Aug. 12, 2025

SPAC Offering Prospectus Summary [Line Items]

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag]

true

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag]

true

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag]

true

SPAC, Trust or Escrow Account, Material Terms [Text Block]

When candidate companies are being evaluated, we expect to use the following, non-exclusive criteria for determining opportunities.

• Scalable Business Model: We intend to target companies with the potential to reach $100M+ in annual revenue while maintaining capital efficiency, requiring less than $50M of invested capital. We believe these businesses demonstrate clear pathways to scale within the Electron Economy, where infrastructure, AI, and energy systems intersect.

• Visionary and Proven Leadership: We intend to prioritize management teams with demonstrated execution capability and a track record of profitability. Our ideal partners are visionary operators who combine strategic foresight with operational discipline and are prepared to lead through the next phase of growth.

• Valuation Discipline and Diligence: We intend to apply a rigorous, valuation-centric investment approach. Our diligence process is designed to identify companies with strong fundamentals, clear unit economics, and alignment with long-term value creation in complex infrastructure markets.

• Defensible Competitive Position: We intend to seek businesses with differentiated technologies or models that offer sustainable advantages. Whether through proprietary infrastructure, regulatory positioning, or technical innovation, our ideal targets would be positioned to lead in their respective categories.

• Solving Critical Problems with Market Momentum: We intend to focus on companies addressing urgent, high-value customer problems with demonstrated demand traction. We believe these are platforms with validated product-market fit and the potential to reshape how energy and compute are delivered, optimized, and monetized.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together as a single class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to vote on the extension and to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

If we are unable to complete our initial business combination and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

SPAC, Securities Offered, Redemption Rights [Text Block]

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Tailwind 2.0 Sponsor LLC	5,750,000 Class B Ordinary Shares (of which an aggregate of 120,000 Class B ordinary shares were transferred to three of our independent directors)	$25,000, which also covers any additional shares issued to the sponsor under anti-dilution provisions discussed below
	350,000 Private Placement Units	$3,500,000
	Up to $2,500,000 in working capital loans, which loans may be convertible into private placement units at a price of $10.00 per unit	Working capital loans to finance transaction costs in connection with an initial business combination
	Up to $500,000	Repayment of loans made to us to cover offering related and organizational expenses
Holders of Class B Ordinary Shares	Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio	Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
Tailwind 2.0 Sponsor LLC, officers, independent directors, advisors or their respective affiliates	Consulting, success or finder fees in connection with the consummation of our initial business combination	Services in connection with identifying, investigating and completing an initial business combination
	Salary or fee in an amount that constitutes a market standard for comparable transactions in connection with our initial business combination	Services in connection with identifying, investigating and completing an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (excluding the Class A ordinary shares underlying the private placement units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with charter amendments prior to an initial business combination or an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

SPAC Sponsor, Agreement Arrangement or Understanding on the Redemption of Outstanding Securities [Text Block]

Pursuant to FINRA Rule 5110(e), the private placement units purchased by the underwriters and/or their permitted designees may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of this offering except to any member participating in the offering and the officers or partners, registered persons or affiliates thereof except as permitted by FINRA Rule 5110(e)(2).

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

The following table illustrates the difference between the public offering price per unit and our NTBV per share, as adjusted to give effect to this offering and assuming redemption of our public shares at varying levels and the full exercise and no exercise of the over-allotment option:

As of June 30, 2025
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.09	$	6.53	$	3.47	$	5.64	$	4.36	$	4.04	$	5.96	$	0.22	$	9.78
	Assuming No Exercise of Over-Allotment Option
$	7.08	$	6.52	$	3.48	$	5.63	$	4.37	$	4.02	$	5.98	$	0.22	$	9.78

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows:

	As of June 30, 2025
	No Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Increase (decrease) attributable to public shareholders		7.09			7.10			6.53			6.54			5.64			5.65			4.03			4.05			0.23			0.23
Pro forms net tangible book value after this offering		7.08			7.09			6.52			6.53			5.63			5.64			4.02			4.04			0.22			0.22
Dilution to public shareholders	$	2.92		$	2.91		$	3.48		$	3.47		$	4.37		$	4.36		$	5.98		$	5.96		$	9.78		$	9.78
% of dilution to public shareholders		29.20	%		29.10	%		34.80	%		34.70	%		43.70	%		43.60	%		59.80	%		59.60	%		97.80	%		97.80	%

Numerator:
Net tangible book deficit before this offering	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)	$	(35,495	)
Net proceeds from this offering and the sale of the private placement shares(1)		151,400,000			173,900,000			151,400,000			173,900,000			151,400,000			173,900,000			151,400,000			173,900,000			151,400,000			173,900,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		38,600			38,600			38,600			38,600			38,600			38,600			38,600			38,600			38,600			38,600
Less: Deferred underwriting commissions(2)		(6,000,000	)		(6,900,000	)		(4,500,000	)		(5,175,000	)		(3,000,000	)		(3,450,000	)		(1,500,000	)		(1,725,000	)		—			—
Less: Over-allotment liability		(191,100	)		—			(191,100	)		—			(191,100	)		—			(191,100	)		—			(191,100	)		—
Less: Amounts paid for redemptions(3)		—			—			(37,500,000	)		(43,125,000	)		(75,000,000	)		(86,250,000	)		(112,500,000	)		(129,375,000	)		(150,000,000	)		(172,500,000	)
		145,212,005			167,003,105			109,212,005			125,603,105			73,212,005			84,203,105			37,212,005			42,803,105			1,212,005			1,403,105

Denominator:
Ordinary shares outstanding prior to this offering		5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000
Ordinary shares forfeited if over-allotment is not exercised		(750,000	)		—			(750,000	)		—			(750,000	)		—			(750,000	)		—			(750,000	)		—
Ordinary shares offered and sale of private placement shares		15,000,000			17,250,000			15,000,000			17,250,000			15,000,000			17,250,000			15,000,000			17,250,000			15,000,000			17,250,000
Less: Ordinary shares redeemed		—			—			(3,750,000	)		(4,312,500	)		(7,500,000	)		(8,625,000	)		(11,250,000	)		(12,937,500	)		(15,000,000	)		(17,250,000	)
		20,500,000			23,545,000			16,750,000			19,232,500			13,000,000			14,920,000			9,250,000			10,607,500			5,500,000			6,295,000

____________

(1) Expenses applied against gross proceeds include offering expenses of approximately $600,000 and underwriting commissions of $3,000,000 (or $3,450,000 if the underwriters’ option to purchase additional units is exercised) (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2) Upon the consummation of our initial business combination, $0.40 per unit (up to $6,000,000 or up to $6,900,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions on amounts remaining in the trust account after all redemptions by public shareholders have been met. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3) If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers or their affiliates may purchase shares or public Share Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.

SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• duty to not improperly fetter the exercise of future discretion;

• duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current

fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual	Entity	Entity’s Business	Affiliation
Philip Krim	Electron X	Electricity Exchange Platform	Co-Founder and Director
	Haven Energy Solutions LLC	Energy Service Company	Co-Founder and Director Advisor
	Montauk Climate LLC	Venture Capital Firm	Co-Founder and CEO
	Montauk Ventures LLC	Investment Firm	Founder/Managing Partner
	Robin Hood Foundation	Charitable Organization	Member
	Travis Manion Foundation	Non-Profit Organization	Director
	Yaysay Inc.	AI Shopping Platform	Co-Founder and Director
Sharo M. Atmeh	Montauk Climate LLC	Venture Capital Firm	Co-Founder and COO
	Raad Labs Inc.	Drone Services Network	Director
Michael DeLucia	Montauk Climate LLC	Venture Capital Firm	Partner
Eliot Cotton	The University of Texas School of Law	Education	Professor and Director
	Riverstone Holdings LLC	Private Equity Firm	Senior Legal Advisor
	Ballet Austin	Non-Profit Organization	Board Member
Andreas Penna	Penna & Company	Global Advisory Firm	Chairman and Founder
	Rain Instant Pay	Financial Services Provider	President and Board Member
	West Quad Ventures	Investment Firm	Co-Founder and General Partner
Ralph Alexander	NET Power Inc.	Energy Technology Company	Director
	Riverstone Holdings LLC	Private Equity Firm	Managing Director
Evan Caron	Montauk Climate LLC	Venture Capital Firm	Chief Investment Officer
	St. Dominique Capital	Venture Capital Firm	Partner and Senior Advisor
Alan Sheriff	Catalyst Capital Markets LLC	Capital Markets Advisory Firm	Co-Founder and CEO
	The Council on Foreign Relations	Think-Tank	Member
	Finalis Securities LLC	Financial Services	Registered Representative
	NationSwell Council	Think-Tank	Member
	Telfair Museums	Museum	Board Member
	Travis Manion Foundation	Non-Profit Organization	Director
Tommy Stadlen	Giant Ventures	Venture Capital Firm	Co-Founder and General Partner
	Swing Technologies	Imaging Technology Company	Co-Founder

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with

which they may become involved. Our sponsor, officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any future blank check companies. As a result, our sponsor, officers and directors may pursue business combinations for blank check companies that it may sponsor in any order, which could result in its more recent blank check companies completing business combinations prior to its blank check companies that were launched earlier. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target.

Potential investors should also be aware of the following other potential conflicts of interest:

• Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our initial shareholders purchased founder shares for a nominal purchase price prior to the date of this prospectus and will purchase private placement units in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement units may have no value. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination; or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement units (including their component securities and the Class A ordinary shares issuable upon exercise of the private placement rights) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or Share Rights directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

• The personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public shareholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public shareholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public shareholders, as our management team would likely not receive any financial benefit unless we consummated a business combination. Additionally, if members of our management team form other special purpose acquisition companies similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms,

conditions and timing relating to the business combinations of such other special purpose acquisition companies or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination.

• Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $3,525,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $3,500,000 purchase price for the private placement units (or $10.00 per unit), assuming the underwriters do not exercise their over-allotment option. Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the private placement units, as our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders.

• Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

• In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

• Similarly, if we agree to pay our sponsor or a member of our management team or one of their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination, which, if made prior to the completion of our initial business combination, will be paid from working capital.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

SPAC Officers and Directors, Fiduciary Duties to Other Companies, Description [Text Block]

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual	Entity	Entity’s Business	Affiliation
Philip Krim	Electron X	Electricity Exchange Platform	Co-Founder and Director
	Haven Energy Solutions LLC	Energy Service Company	Co-Founder and Director Advisor
	Montauk Climate LLC	Venture Capital Firm	Co-Founder and CEO
	Montauk Ventures LLC	Investment Firm	Founder/Managing Partner
	Robin Hood Foundation	Charitable Organization	Member
	Travis Manion Foundation	Non-Profit Organization	Director
	Yaysay Inc.	AI Shopping Platform	Co-Founder and Director
Sharo M. Atmeh	Montauk Climate LLC	Venture Capital Firm	Co-Founder and COO
	Raad Labs Inc.	Drone Services Network	Director
Michael DeLucia	Montauk Climate LLC	Venture Capital Firm	Partner
Eliot Cotton	The University of Texas School of Law	Education	Professor and Director
	Riverstone Holdings LLC	Private Equity Firm	Senior Legal Advisor
	Ballet Austin	Non-Profit Organization	Board Member
Andreas Penna	Penna & Company	Global Advisory Firm	Chairman and Founder
	Rain Instant Pay	Financial Services Provider	President and Board Member
	West Quad Ventures	Investment Firm	Co-Founder and General Partner
Ralph Alexander	NET Power Inc.	Energy Technology Company	Director
	Riverstone Holdings LLC	Private Equity Firm	Managing Director
Evan Caron	Montauk Climate LLC	Venture Capital Firm	Chief Investment Officer
	St. Dominique Capital	Venture Capital Firm	Partner and Senior Advisor
Alan Sheriff	Catalyst Capital Markets LLC	Capital Markets Advisory Firm	Co-Founder and CEO
	The Council on Foreign Relations	Think-Tank	Member
	Finalis Securities LLC	Financial Services	Registered Representative
	NationSwell Council	Think-Tank	Member
	Telfair Museums	Museum	Board Member
	Travis Manion Foundation	Non-Profit Organization	Director
Tommy Stadlen	Giant Ventures	Venture Capital Firm	Co-Founder and General Partner
	Swing Technologies	Imaging Technology Company	Co-Founder

Tailwind 2.0 Acquisition Corp. S-1