Tailwind 2.0 Acquisition Corp-A美股招股说明书(2025-11-07版)

$150,000,000 Tailwind 2.0 Acquisition Corp. 15,000,000Units Tailwind2.0 Acquisition Corp.is a blank check company incorporated as a CaymanIslandsexemptedcompanyandformedforthepurposeofeffectingamerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one ClassAordinary share and one right to receive onetenth(1/10)of a ClassAordinary share upon the consummation of an initialbusiness combination, as described in more detail in this prospectus. We refer to therightsincluded in the units as Share Rights.The underwriters have a 45-day optionfromthe date of this prospectus to purchase up to an additional 2,250,000 units tocover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold as part of the unitsinthis offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,includinginterest earned on the funds held in the trust account(net of amountswithdrawnto pay taxes),divided by the number of then-outstanding public shares,subjecttothelimitationsandontheconditionsdescribedherein.See“Summary—TheOffering—Redemptionrights for public shareholdersuponcompletion of our initial business combination”and“Summary—TheOffering—Redemptionof public shares and distribution and liquidationifno initial business combination”for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”)),will berestricted from redeeming its shares with respect to more than an aggregate of 20% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 20%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 20%ormore of the shares sold in this offering if we hold shareholder vote”forfurther discussion on certain limitations on redemption rights. Oursponsor,Tailwind 2.0 Sponsor LLC,has committed to purchase an aggregate of350,000privateplacementunits(or372,500privateplacementunitsiftheunderwriters’over-allotment option is exercised in full),each private placementunitconsisting of one ClassAordinary share and one Share Right to receive onetenth(1/10)of a ClassAordinary share upon the consummation of an initialbusinesscombination,as described in more detail in this prospectus,at a price of$10.00per unit,or$3,500,000 in the aggregate(or$3,725,000 if the underwriters’over-allotment option is exercised in full),in a private placement that will closesimultaneouslywith the closing of this offering.We refer to these units throughoutthisprospectus as the private placement units.The underwriters have committed tousea portion of their underwriting discount and commission to purchase an aggregateof150,000 private placement units(or 172,500 private placement units if theunderwriters’over-allotment option is exercised in full)at a price of$10.00 per unit,or$1,500,000 in the aggregate(or$1,725,000if the underwriters’over-allotmentoption is exercised in full),in a private placement that will closesimultaneously with the closing of this offering. Oursponsor and three of our independent directors that will hold founder sharespriorto this offering(which we refer to as our“initial shareholders” as furtherdescribedherein)purchased an aggregate of 5,750,000 ClassBordinary shares(the“foundershares”)for an aggregate of$25,000,up to 750,000 of which will besurrendered to us for no consideration after Table of Contents theclosing of this o