Tailwind 2.0 Acquisition Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Trading Arrangements No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); or any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 54 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors Our executive officers and directors are as follows: Name Age Position Philip Krim 42 Chairman Sharo M. Atmeh 40 Chief Executive Officer and Director Michael DeLucia 41 Chief Financial Officer Eliot Cotton 41 General Counsel Andreas Penna 44 Director Ralph Alexander 70 Director Evan Caron 44 Director Alan Sheriff 66 Director Tommy Stadlen 39 Director Our directors and officers are as follows: Philip Krim has served as our Chairman since our inception. Since August 2023, Mr. Krim has served as the Co-Founder and CEO of Montauk Capital, a venture capital firm. Since January 2015, Mr. Krim served as the Founder of Montauk Ventures LLC, an early stage investment firm focused on investing in and helping founders navigate the complexities of hyperscale. Mr. Krim previously served as Casper Sleep Inc.’s (NYSE: CSPR) Chief Executive Officer from October 2013 to November 2021 and as a member of its board of directors from October 2013 to January 2022. After founding the company in 2013, Mr. Krim led Casper (NYSE: CSPR) through substantial growth, growing revenue from $15 million in 2014 to $497 million in 2020 (approximately 79% CAGR), and successfully took the company public in February 2020. Mr. Krim brought an innovative data-driven approach to marketing at Casper which enabled substantial growth and a competitive advantage. He was responsible for leading Casper’s expansion into adjacent sleep-related product areas and increasing the retail store footprint to over 50+ stores across the US. He also served as Chairman of Tailwind Acquisition Corp. (NYSE: TWND), a special purpose acquisition company which completed a $350 million business combination with NUBURU. Additionally, Mr. Krim served as CEO of Tailwind International Acquisition Corp. (NYSE: TWNFF) which liquidated and redeemed all outstanding Class A ordinary shares in August 2023. From March 2021 until March 2022, Mr. Krim served as Chairman of Tailwind Two Acquisition Corp. (NYSE: TWNT) which successfully completed a $1.58 billion merger with Terran Orbital. Mr. Krim also currently serves as a Director of the Travis Manion Foundation and as a member of the Leadership Council of the Robin Hood Foundation. He received a B.B.A. in Marketing from Red McCombs School of Business at the University of Texas at Austin. Sharo M. Atmeh has served as our Chief Executive Officer since our inception and as our director since July 2025. Mr. Atmeh has served as Co-Founder and Chief Operating Officer of Montauk Capital since January 2024. Previously, Mr. Atmeh was Portfolio Manager and Head of Event-Driven, Climate-Tech, and ESG at Alyeska Investment Group from 2018 to 2024. He developed and managed long-short strategies, engaged with corporate boards on sustainability, and integrated ESG analysis into firm-wide investment decisions. From 2015 to 2018, he served as Principal at CamberView Partners (now part of PJT Partners), advising institutional investors on sustainability, governance, M&A, and proxy contests. Earlier, he was an Associate in Mergers & Acquisitions at Simpson Thacher & Bartlett LLP, advising public companies on acquisition strategy and capital structure. Mr. Atmeh also served as a Law Clerk to U.S. Judge Alvin Thompson and to the Director of Enforcement at the U.S. Securities and Exchange Commission in 2010 Mr. Atmeh holds a J.D. and M.P.P. from Harvard Law School and the Harvard Kennedy School. Michael DeLucia has served as our Chief Financial Officer since July 2025. Mr. DeLucia joined Montauk Capital in 2025 and brings over 15 years of experience in climate finance, infrastructure investing, and sustainable innovation. At Montauk Capital, he leads investment strategy and capital deployment to support the company’s mission of building and investing in companies at the intersection of energy, technology and infrastructure. From 2022 to 2025, Mr. DeLucia served as an Investor in Climate Innovations at Wellington Management, where he led investments in high-growth private companies developing technology-driven climate solutions. He also served as a Partner at Sidewalk Infrastructure Partners (SIP) from 2021 to 2022, focusing on originations and ESG-integrated investment strategies. From 2015 to 2017, Mr. DeLucia was Vice President at Macquarie Group, where he originated and managed investments in renewable energy and downstream energy assets across North America. He previously served as Senior Associate in Macquarie’s Structured Transactions Group from 2014 to 2015. Earlier in his career, he was an Associate at Nereus Capital from 2009 to 2013, and prior to that, an Analyst at JPMorgan Investment Bank from 2007 to 2008. Mr. DeLucia previously served on the Boards of Orrenia and TS Conductor, and as a Board Director at OptiRTC. He holds a B.A. from Brown University. 55 Eliot Cotton has served as our General Counsel since July 2025. Mr. Cotton joined Montauk Capital in 2025 and brings over 15 years of legal and strategic experience across corporate law, venture capital, and energy finance. He currently serves as Professor and Director of the Texas Law and Business Program at The University of Texas School of Law, a role he has held since 2024, where he leads a pioneering initiative to bridge legal theory with the practical demands of corporate law. From 2018 to 2024, Mr. Cotton served in multiple roles at Riverstone Holdings, including Assistant General Counsel (2018 – 2022), Co-General Counsel (2024), and currently as Senior Legal Advisor. He advises on complex transactions across energy, infrastructure, and sustainability sectors. From 2010 to 2017, Mr. Cotton was an Associate at Vinson & Elkins, where he represented startups, venture capital firms, and institutional investors. His practice spanned emerging companies, M&A, fund formation, and capital markets, with a focus on energy, real estate, and healthcare. Mr. Cotton earned his J.D. from The University of Texas School of Law in 2010 and holds a B.A. from The University of Texas at Austin, awarded in 2007. Andreas Penna has served as our director since July 2025. Mr. Penna is the President of Rain Instant Pay, a Series B financial services provider started in 2019, and also major investor having invested in the first round and several rounds thereafter. He brings over two decades of global experience in technology, venture capital, and corporate strategy. Since July 2019, he has served as Co-Founder and General Partner of West Quad Ventures, an early-stage evergreen, tech-focused fund. Penna Investments Group and sister funds focus on late stage and pre-IPO companies such as Anthropic, SpaceX, xAI, Apptronik and Neuralink. Mr. Penna is also Chairman and Founder of Penna & Company, a global advisory firm specializing in M&A, venture capital, and international business development. Previously, he held roles at Samsung, Vodafone Group, and Microsoft. Andreas has a BBA in business administration from the Ross School of Business from the University of Michigan and has received executive education in Marketing from Duke Fuqua school of business in partnership with Kellogg School of Management during his time at Microsoft. Ralph Alexander has served as our director since November 2025. Mr. Alexander is a seasoned executive and has held multiple senior leadership roles across the global energy and industrial sectors. Mr. Alexander served as Chief Executive Officer of Talen Energy Corporation, one of the largest competitive power generation and infrastructure companies in North America, from December 2016 to June 2021 and as its Chairman from June 2021 to April 2023. In December 2022, Talen Energy Corporation filed for Chapter 11 bankruptcy protection and consummated the strategic transactions contemplated by its Chapter 11 plan of reorganization and completed its restructuring in May 2023. Mr. Alexander was previously affiliated with Riverstone Holdings LLC, an energy and power-focused private equity firm, from 2007 to 2016. Prior to that, for nearly 25 years, he served in various positions with subsidiaries and affiliates of BP plc, one of the world’s largest oil and gas companies. Mr. Alexander served as CEO of BP Chemicals, CEO of BP Gas, Power and Renewables, and Executive Vice President of both BP Exploration and BP’s Refining and Marketing businesses. He later became EVP of the BP Group, overseeing global operations. Mr. Alexander has served on multiple public and private boards, including Anglo American, Vantage, Stein Mart, NET Power Inc. (NYSE American: NPWR), Enviva, and as Chairman of Sidanco. He formerly chaired the NYU Tandon School of Engineering and served as a Trustee of New York University. Mr. Alexander brings material operating experience across Europe, Asia, North and South America, and Australia, with deep expertise in energy, industrials, and global markets. Mr. Alexander is well qualified to serve on our board of directors due to his significant experience in the energy and investment sectors. Evan Caron has served as our director since November 2025. Mr. Caron co-founded Montauk Capital in August 2023 and currently serves as its Chief Investment Officer. Mr. Caron brings over 20 years of experience in energy markets, structured finance, and climate-focused investing. At Montauk Capital, he leads investment strategy and capital deployment to support the company’s mission of building and investing in companies at the intersection of energy, technology and infrastructure. Since 2022, Mr. Caron has also served as Co-Founder of Daylight Energy, a company focused on building a decentralized electric grid, and as a Founding Partner of HGP Storage, an energy storage development platform. He has been a Strategic Advisor to Amperon since 2018, ClearTrace since 2021 (where he also served as Chief Strategy Officer from 2020 to 2021 and Chief Executive Office from 2017 to 2020), and Haven Energy since 2022. In 2024, he became a Partner and Senior Advisor at St. Dominique Capital. From 2021 to 2024, Mr. Caron served as Head of Riverstone Ventures, investing in multi-stage companies focused on energy transition, decarbonization, and agriculture. Prior to that, he held senior roles at TrailStone Group from 2014 to 2021, including Head of North American Electricity Trading and Strategist for Technology and Markets. He also served as Managing Director at Mercuria Energy America from 2012 to 2014 and as Director at Deutsche Bank from 2006 to 2012. Mr. Caron is well qualified to serve on our board of directors, as he is a seasoned entrepreneur and investment professional with extensive experience in the energy sector. 56 Alan Sheriff has served as our director since November 2025. Mr. Sheriff currently serves as the founder and Chief Executive Officer of Catalyst Capital Markets since May 2024. Previously, Mr. Sheriff served as Vice Chairman of Corporate and Institutional Banking, PNC Financial Services Group from January 2020 to July 2024. Mr. Sheriff also co-founded Solebury Capital in March 2005 and served as its Co-Chief Executive Officer until January 2020. Under his guidance and leadership, Solebury Capital became a premier independent equity capital advisory firm, known for bringing deep product expertise, market knowledge and unbiased advice to its clients. At Solebury Capital, Mr. Sheriff has personally worked on hundreds of IPOs, follow-ons and block trades and has provided general capital markets counsel to financial sponsors such as Bain Capital, Ares Management, Apollo, American Securities, TH Lee, Freeman Spogli, TSG Consumer and many others. Mr. Sheriff has also worked directly with companies such as Nielson, Dunkin Brands, Canada Goose, BRP (Bombardier Recreational Products), Aramark, Black Knight Financial, Patheon, Planet Fitness and Casper Sleep. Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from January 1999 to March 2005. Mr. Sheriff also chaired Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001 to 2005. Mr. Sheriff began his career at Salomon Brothers where he worked from July 1983 to December 1991. From September 2020 until April 2023, Mr. Sheriff previously served as a director of Tailwind Acquisition Corp. (NYSE: TWND) and Tailwind International Acquisition Corp (NYSE: TWNI). He has been a member of The Council on Foreign Relations since 1999, the NationSwell Council since 2016 and the Travis Manion Foundation since 2018. Mr. Sheriff has also served on the board of Telfair Museums since 2022. Mr. Sheriff graduated from the University of Rochester in 1981 with a B.A. in Political Science, Magna Cum Laude, Phi Beta Kappa. He also received an MPA from Columbia University’s School of International and Public Affairs. Mr. Sheriff is well qualified to serve on our board of directors given his proven track record of executive leadership across the financial services and alternative asset management industries. Tommy Stadlen has served as our director since November 2025. Mr. Stadlen is Co-Founder and General Partner at Giant Ventures, a global multi-stage venture capital firm which backs purpose-driven technology founders. Mr. Stadlen previously served as Chairman of Tailwind International Acquisition Corp. (NYSE: TWNIF). Mr. Stadlen co-founded Swing Technologies, an imaging technology company, in 2014. In 2017 Swing joined Microsoft, where Mr. Stadlen held product management roles. Prior to Swing, Mr. Stadlen served as a strategy consultant at McKinsey, where he developed global experience across sectors advising leading companies and governments. Mr. Stadlen previously worked for President Obama on his 2008 presidential campaign. Mr. Stadlen has been recognized by the Financial Times as a top 50 Global Ally Executive and is a recipient of Entrepreneur Magazine’s “Best Companies in America” Award. Mr. Stadlen is the best-selling co-author of “Connect: How Companies Succeed by Engaging Radically with Society,” written with former BP Chief Executive Officer Lord Browne. Mr. Stadlen is a regular contributor to media outlets, including the New York Times, Financial Times, CNBC, BBC and Bloomberg, where he appears as an expert on technology. Mr. Stadlen graduated with First Class honours from the University of Oxford and holds a Master of Science (Distinction) from the London School of Economics and Political Science. Mr. Stadlen is well qualified to serve on our board of directors due to his established career as a global business strategist and advisor across various sectors. Number and Terms of Office of Officers and Directors Our board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Alan Sheriff and Tommy Stadlen, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Ralph Alexander and Andreas Penna, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Philip Krim, Sharo Atmeh and Evan Caron, will expire at the third annual general meeting. 57 Committees of the Board of Directors Our board of directors have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Alan Sheriff, Ralph Alexander, and Tommy Stadlen serve as members of our audit committee, with Ralph Alexander serving as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Ralph Alexander qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 58 Compensation Committee Evan Caron and Alan Sheriff serve as members of our compensation committee, with Alan Sheriff serving as the chairman of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards applicable to members of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC. Director Nominations We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. 59 Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Trading Policies We adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”). We have filed our Insider Trading Policy as an exhibit to this Annual Report. Compensation Recovery and Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. We have adopted the Executive Officer Clawback Policy to comply with the rules adopted by the SEC under Rule 10D-1 under the Exchange Act, and the listing standards, as set forth in Nasdaq Listing Rule. We have filed our Executive Officer Clawback Policy as an exhibit to this Annual Report. 60 ITEM 11. EXECUTIVE COMPENSATION Executive Officer and Director Compensation None of our executive officers or directors has received any cash compensation for services rendered to us. The Sponsor transferred 40,000 founder shares to three of our independent directors, Messrs. Alexander, Sheriff and Stadlen, (an aggregate of 120,000 founder shares), in each case at their original purchase price of $0.004 per share. Our fourth independent director, Mr. Caron, will receive approximately 15% of the sponsor’s indirect membership interests. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital: ● Payment of consulting, success or finder fees to our sponsor or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Payment for office space and general and administrative services made available to us by our sponsor, in an amount equal to $20,000 per month; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 61 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Name and Address of Beneficial Owner (1) Number of Ordinary Shares Beneficially Owned Approximate Percentage of Outstanding Ordinary Shares Tailwind 2.0 Sponsor LLC (2)(3) 6,002,500 25.49 % Philip Krim (3) 6,002,500 25.49 % Sharo M. Atmeh — — Michael DeLucia — — Eliot Cotton — — Andreas Penna — — Ralph Alexander 40,000 * Evan Caron — — Alan Sheriff 40,000 * Tommy Stadlen 40,000 * All officers and directors as a group (9 persons) 6,122,500 26.00 % Adage Capital Management, L.P. (4) 1,350,000 5.73 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following is c/o Tailwind 2.0 Acquisition Corp., 15 E. Putnam Avenue #291, Greenwich, CT, 06830. (2) Tailwind 2.0 Sponsor LLC, our sponsor, is the record holder of such shares. (3) Mr. Krim is the manager of our sponsor and holds voting and investment discretion with respect to the securities held of record by our sponsor. Mr. Krim disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein. Mr. Krim owns indirect interests in approximately 15% of the membership interests of our sponsor. (4) Based on a Schedule 13G filed on February 2, 2026, by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. The principal business address for each of the reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. 62 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions On June 23, 2025, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 founder shares (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The number of founder shares issued was determined based on the expectation that the founder shares would represent 25% of the issued and outstanding ordinary shares upon completion of our initial public offering (not including the Class A ordinary shares underlying the private placement units). Our public shareholders may incur material dilution due to anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Our sponsor purchased an aggregate of 372,500 private placement units, each private placement unit consisting of one Class A ordinary share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination, as described in more detail in this Annual Report, at a price of $10.00 per unit, or $3,725,000, in a private placement that closed simultaneously with the closing of the initial public offering. The underwriters used a portion of their underwriting discount and commission to purchase an aggregate of 172,500 private placement units at a price of $10.00 per unit, $1,725,000 in the aggregate, in a private placement that closed simultaneously with the closing of the initial public offering. The private placement units are identical to the units sold in the initial public offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor or a member of our management team or one of their affiliates of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from working capital. We pay our sponsor, a monthly fee of $20,000 for office space and general and administrative services until the consummation of an initial business combination. Prior to the closing of our initial public offering, our sponsor loaned us funds in an aggregate amount of up to $500,000 to be used for a portion of the expenses of our initial public offering. These loans were non-interest bearing, unsecured and were repaid upon the closing of our initial public offering out of the $600,000 of offering proceeds that had been allocated to the payment of offering expenses, from amounts available for working capital. We expect to fund our working capital requirements prior to the time of our initial business combination with working capital. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use working capital to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We have until November 10, 2027 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 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. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using working capital. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 63 Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. Prior to the closing of our initial public offering, we adopted our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or any of their respective affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, directors or officers unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our shareholders from a financial point of view. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital: ● Payment for office space and general and administrative services made available to us by our sponsor, in an amount equal to $20,000 per month; ● Payment of consulting, success or finder fees to our sponsor or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination; ● We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. 64 Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the commencement of trading of our units on Nasdaq, we expect to have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of our initial public offering. Our board of directors expects to determine that Messrs. Alexander, Caron, Sheriff and Stadlen are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees. During the period from May 29, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were $96,698 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees. During the period from May 29, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from May 29, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were $5,250 for services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from May 29, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 65 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-5 Notes to Financial Statements F-7 to F-19 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. 66 The following documents are included as exhibits to this Annual Report: Exhibit No. Description 3.1 (1) Amended and Restated Memorandum and Articles of Association of the Company. 4.1 (2) Specimen Unit Certificate. 4.2 (2) Specimen Ordinary Share Certificate. 4.3 (2) Specimen Rights Certificate. 4.4 (1) Share Rights Agreement, dated November 6, 2025, between the Company and Lucky Lucko, Inc. d/b/a Efficiency (“Efficiency”). 4.5* Description of Securities of the Registrant 10.1 (1) Investment Management Trust Agreement, dated November 6, 2025, between the Company and Efficiency. 10.2 (1) Private Placement Units Purchase Agreement, dated November 6, 2025, between the Company and Tailwind 2.0 Sponsor LLC (the “Sponsor”). 10.3 (1) Private Placement Units Purchase Agreement, dated November 6, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC. 10.4 (1) Registration Rights Agreement, dated November 6, 2025, among the Company, the Sponsor and certain securityholders. 10.5 (1) Administrative Services Agreement, dated November 6, 2025, between the Company and the Sponsor. 10.6 (1) Letter Agreement, dated November 6, 2025, by and among the Company, the Sponsor, and each officer and director of the Company. 10.7 (1) Form of Indemnity Agreement. 19.1* Insider Trading Policy. 31.1* Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2* * Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97.1 (2) Clawback Policy. 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema 101.CAL* XBRL Taxonomy Calculation Linkbase 101.LAB* XBRL Taxonomy Label Document 101.PRE* XBRL Definition Linkbase Document 101.DEF* XBRL Definition Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2025. (2) Incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-289546), filed with the SEC on August 12, 2025. ITEM 16. FORM 10-K SUMMARY None 67 TAILWIND 2.0 ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Tailwind 2.0 Acquisition Corp: Opinion on the Financial Statements We have audited the accompanying balance sheet of Tailwind 2.0 Acquisition Corp (the “Company”) as of December 31, 2025, the related statement of operations, changes in shareholders’ deficit and cash flows for the period from May 29, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from May 29, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 31, 2026 PCAOB ID Number 100 F- 2 TAILWIND 2.0 ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 Assets: Current assets Cash $ 1,106,825 Prepaid expenses 93,675 Prepaid insurance 61,845 Total current assets 1,262,345 Long-term prepaid insurance 195,876 Cash and marketable securities held in Trust Account 173,442,299 Total Assets $ 174,900,520 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: Current liabilities Accounts payable and accrued expenses $ 262,587 Accrued offering costs 110,000 Due to related party 4,994 Total Current Liabilities 377,581 Deferred underwriting fee payable 6,900,000 Total Liabilities 7,277,581 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 17,250,000 shares at a redemption value of $ 10.05 per share 173,442,299 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 545,000 shares issued or outstanding, excluding 17,250,000 shares subject to possible redemption 55 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding 575 Additional paid-in capital — Accumulated deficit ( 5,819,990 ) Total Shareholders’ Deficit ( 5,819,360 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 174,900,520 The accompanying notes are an integral part of the financial statements. F- 3 TAILWIND 2.0 ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 432,339 Loss from operations ( 432,339 ) Other income (expense): Interest earned on cash and marketable securities held in Trust Account 879,479 Unrealized gain on marketable securities held in Trust Account 62,820 Total other income, net 942,299 Net income $ 509,960 Weighted average shares outstanding of Class A ordinary shares 4,201,597 Basic net income per ordinary share, Class A ordinary shares $ 0.05 Weighted average shares outstanding of Class A ordinary shares 4,201,597 Diluted net income per ordinary share, Class A ordinary shares $ 0.05 Weighted average shares outstanding of Class B ordinary shares 5,177,083 Basic net income per ordinary share, Class B ordinary shares $ 0.05 Weighted average shares outstanding of Class B ordinary shares 5,315,972 Diluted net income per ordinary share, Class B ordinary shares $ 0.05 The accompanying notes are an integral part of the financial statements. F- 4 TAILWIND 2.0 ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM MAY 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Class B Additional Total Ordinary Shares Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — May 29, 2025 (inception) — $ — — $ — $ — $ — $ — Issuance of ordinary shares — — 5,750,000 575 24,425 — 25,000 Accretion for Class A ordinary shares to redemption amount — — — — ( 9,015,564 ) ( 6,329,950 ) ( 15,345,514 ) Sale of Private Placement Units 545,000 55 — — 5,449,945 — 5,450,000 Fair value of rights included in Public units — — — — 3,795,000 — 3,795,000 Allocated value of transaction costs to Private Placement Units and rights included in Public Units — — — — ( 254,328 ) — ( 254,328 ) Share-based compensation to director nominees — — — — 522 — 522 Net income — — — — — 509,960 509,960 Balance – December 31, 2025 545,000 $ 55 5,750,000 $ 575 $ — $ ( 5,819,990 ) $ ( 5,819,360 ) The accompanying notes are an integral part of the financial statements. F- 5 TAILWIND 2.0 ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 29, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 509,960 Adjustments to reconcile net income to net cash used in operating activities: Payment of operating expenses through issuance of Class B ordinary shares 25,000 Payment of accrued expenses through promissory note - related party 15,323 Interest earned on cash and marketable securities held in Trust Account ( 942,299 ) Share-based compensation expense 522 Changes in operating assets and liabilities: Prepaid expenses ( 85,578 ) Due to Sponsor 4,994 Prepaid insurance ( 257,721 ) Accounts payable and accrued expenses 262,587 Accrued offering costs ( 38,908 ) Net cash used in operating activities ( 506,120 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 172,500,000 ) Net cash used in investing activities ( 172,500,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 169,050,000 Proceeds from sale of Private Placement Units 5,450,000 Repayment of promissory note - related party ( 147,055 ) Payment of offering costs ( 240,000 ) Net cash provided by financing activities 174,112,945 Net Change in Cash 1,106,825 Cash - Beginning of period — Cash - End of period $ 1,106,825 Non-Cash Investing and Financing Activities: Offering costs included in accrued offering costs $ 148,908 Deferred offering costs paid through promissory note - related party $ 123,635 Prepaid services contributed by Sponsor through promissory note - related party $ 8,097 Deferred underwriting fee payable $ 6,900,000 The accompanying notes are an integral part of these financial statements. F- 6 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Tailwind 2.0 Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on May 29, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from May 29, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Tailwind 2.0 Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO became effective on November 5, 2025. On November 10, 2025, the Company consummated the initial public offering of 17,250,000 units at $ 10.00 per unit (the “units”), which is discussed in Note 3, which includes the full exercise of the underwriters’ over-allotment option of 2,250,000 units, generating gross proceeds of $ 172,500,000 . Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 545,000 Private Placement Units (the “Private Placement Units”) to the sponsor and the underwriters at a price of $ 10.00 per unit, or $ 5,450,000 in the aggregate. Each Unit consists of one Class A ordinary share and one-tenth of one right. Transaction costs amounted to $ 10,862,543 , consisting of $ 3,450,000 of cash underwriting fee, $ 6,900,000 of deferred underwriting fee, and $ 512,543 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations (cont.) Upon the closing of the IPO on November 10, 2025, an amount of $ 172,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, are held in a trust account (the “Trust Account”) and will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the Trust Account (less the amount of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations (cont.) The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the sponsor would be able to satisfy those obligations. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Liquidity and Capital Resources The Company’s liquidity needs up to November 10, 2025 had been satisfied through the loan under an unsecured promissory note from the sponsor of up to $ 500,000 (see Note 5). At December 31, 2025, the Company had cash of $ 1,106,825 , and working capital of $ 884,764 . In order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $ 10.00 per unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. F- 9 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Summary of Significant Accounting Policies (cont.) In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 1,106,825 and did not have any cash equivalents as of December 31, 2025. F- 10 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Summary of Significant Accounting Policies (cont.) Cash and Marketable Securities Held in Trust Account As of December 31, 2025, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company’s investments are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on cash and marketable securities held in Trust Account in the statement of operations. As of December 31, 2025, the Company did not withdraw any interest earned on the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Associated with the IPO The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the IPO. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and share rights, using the residual method by allocating IPO proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public Rights (defined in Note 3) and Private Placement Rights (defined in Note 4) were charged to shareholders’ deficit as the Public Rights and Private Placement Units, after management’s evaluation, are accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. F- 11 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Summary of Significant Accounting Policies (cont.) Class A Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Rights ( 3,795,000 ) Class A ordinary shares issuance cost ( 10,608,215 ) Plus: Accretion of carrying value to redemption value 15,345,514 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 173,442,299 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata to the shares. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the (i) IPO, (ii) the exercise of the over-allotment option and (iii) Private Placement Rights, since the average stock price of the Company’s ordinary shares for the period from May 29, 2025 (inception) through December 31, 2025 was less than the exercise price and therefore, the inclusion of such rights under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The rights are exercisable to purchase 17,250,000 shares of ordinary shares in the aggregate. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net income per ordinary share: For the Period from May 29, 2025 (Inception) Through December 31, 2025 Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 228,459 $ 281,501 Denominator: Basic weighted average ordinary shares outstanding 4,201,597 5,177,083 Basic net income per ordinary share $ 0.05 $ 0.05 F- 12 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Summary of Significant Accounting Policies (cont.) For the Period from May 29, 2025 (Inception) Through December 31, 2025 Class A Class B Diluted net income per ordinary share: Numerator: Allocation of net income $ 225,125 $ 284,835 Denominator: Diluted weighted average ordinary shares outstanding 4,201,597 5,315,972 diluted net income per ordinary share $ 0.05 $ 0.05 Rights The Company accounts for the Public and Private Placement Rights to be issued in connection with the IPO and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values. Share-Based Payment Arrangements The Company accounts for share awards in accordance with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering Pursuant to the IPO on November 10, 2025, the Company sold 17,250,000 Units at a purchase price of $ 10.00 per Unit for a total of $ 172,500,000 , which includes the full exercise of the underwriters’ over-allotment option in the amount of 2,250,000 Units. Each Unit has a price of $ 10.00 and consists of one Class A ordinary share and one right (“Public Right”) entitling the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination. Note 4 — Private Placement Simultaneously with the closing of IPO, the sponsor purchased an aggregate of 372,500 Private Placement Units, each unit consisting of one Class A ordinary share and one right to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination (“Private Placement Rights”), at a price of $ 10.00 per unit, in a private placement for an aggregate purchase price of $ 3,725,000 . The underwriters used a portion of their underwriting discount and commission to purchase an aggregate of 172,500 Private Placement Units, at a price of $ 10.00 per unit, in a private placement for an aggregate purchase price of $ 1,725,000 . The Private Placement Units are identical to the Public Units sold in the IPO except that, so long as they are held by the sponsor or their permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of these Private Placement Rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights. F- 13 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 4 — Private Placement (cont.) The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares or private placement shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. Note 5 — Related Party Transactions Founder Shares On June 23, 2025, the sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, for which the Company issued 5,750,000 founder shares to the sponsor (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), for a purchase price of approximately $ 0.004 per share. In July 2025, the sponsor transferred 40,000 founder shares to three of the Company’s independent directors (an aggregate of 120,000 founder shares) at their original purchase price share of $ 0.004 per share. The founder shares transferred to the independent directors will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. The transfer of the founder shares to the holders is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. Since the issuance of the founder shares to the independent directors occurred within a month from the date of the Company’s incorporation and issuance of the founder shares to the Sponsor, the Company has determined the value of the Sponsor’s founder shares is the nearest and most appropriate value to use for the valuation of the founder shares assigned, since they carry the same terms and restrictions. A total of $ 522 or $ 0.0004 per share has been recorded as compensation expense on the grant date. On November 10, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the IPO. As such, the 750,000 founder shares are no longer subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $ 500,000 to be used for a portion of the expenses of the IPO. The loan was non-interest bearing and unsecured. The promissory note was payable on the earlier of December 31, 2025 and the date the Company consummates the IPO. The Company had $ 147,055 borrowings under the promissory note which was repaid on December 31, 2025. Borrowings under the note are no longer available. Due to related party On November 10, 2025, the Company repaid in excess of the promissory note – related party of $ 147,055 to the sponsor, a total of $ 26,375 . On November 13, 2025, the sponsor returned $ 26,375 to the Company, and no amounts remain outstanding. During the period May 29, 2025 (inception) through December 31, 2025, an affiliate of the Sponsor had paid expenses on behalf of the Company in the amount of $ 4,994 . As of December 31, 2025, the $ 4,994 of expenses paid by the affiliate of the Sponsor on behalf of the Company is included in due to related party in the accompanying balance sheet. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 2,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $ 10.00 per unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. F- 14 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 5 — Related Party Transactions (cont.) Administrative Services Agreement Commencing on November 6, 2025, the Company entered into an agreement with the sponsor to pay an aggregate of $ 20,000 per month for office space and general and administrative services until the consummation of the Business Combination. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the period from May 29, 2025 (inception) through December 31, 2025, the Company incurred and paid $ 33,333 in fees for these services. Note 6 — Commitments and Contingencies Risks and Uncertainties United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the founder shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Private Placement Rights and units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on November 6, 2025. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The underwriters and/or their designees may not exercise their demand and piggyback registration rights after five and seven years after the commencement of the IPO and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F- 15 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 6 — Commitments and Contingencies (cont.) Underwriters’ Agreement The underwriters had a 45 -day option from the date of the IPO to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On November 10, 2025, simultaneously with the closing of the IPO, the underwriters elected to fully exercise the over-allotment option to purchase the additional 2,250,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 3,450,000 in the aggregate, which was paid at the closing of the IPO. Of this amount, $ 0.10 per Unit was paid to the underwriters upon the closing of the IPO in cash and $ 0.10 per Unit was used by the underwriters to purchase Private Placement Units. Additionally, the underwriters are entitled to a deferred underwriting discount of $ 0.40 per Unit, or $ 6,900,000 in the aggregate payable to the underwriters for deferred underwriting commissions on amounts remaining in the Trust Account after all redemptions by public shareholders have been met. The deferred underwriting discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. At December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each. At December 31, 2025, there were 545,000 Class A ordinary shares issued or outstanding, excluding 17,250,000 shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. On June 23, 2025, the Company issued 5,750,000 Class B ordinary shares to the sponsor for $ 25,000 , or approximately $ 0.004 per share (up to 750,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). In July 2025, the sponsor transferred 40,000 founder shares to three of the Company’s independent directors (an aggregate of 120,000 founder shares) at their original purchase price share of $ 0.004 per share. The founder shares transferred to the independent directors will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. On November 10, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the IPO. As such, the 750,000 founder shares are no longer subject to forfeiture. F- 16 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 7 — Shareholders’ Deficit (cont.) The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, 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 the IPO 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 the IPO (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 shares issued to the sponsor or any of its affiliates or to the Company’s 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. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. F- 17 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2025 Assets: Cash and marketable securities held in Trust Account 1 $ 173,442,299 The fair value of the Public Rights issued in the IPO is $ 3,795,000 , or $ 0.22 per Public Right. The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The Public Rights were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights: November 10, 2025 Implied Class A share price $ 9.78 Expected term to De-SPAC (years) 2.0 Probability of De-SPAC and market adjustment 23.0 % Risk-free rate (continuous) 3.55 % Note 9 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. F- 18 TAILWIND 2.0 ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 9 — Segment Information (cont.) The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: December 31, 2025 Cash $ 1,106,825 Cash and marketable securities held in Trust Account 173,442,299 For the Period from May 29, 2025 (Inception) Through December 31, 2025 General and administrative expenses $ 432,339 Interest earned on cash and marketable securities held in Trust Account 879,479 The accounting policies used to measure the net income or loss of the segment are the same as those described in the summary of significant accounting policies. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures. Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 31, 2026, the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19 SIGNATURES 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 thereunto duly authorized. TAILWIND 2.0 ACQUISITION CORP. Dated: March 31, 2026 By: /s/ Sharo M. Atmeh Sharo M. Atmeh Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 31, 2026. Signatures Capacity in Which Signed /s/ Philip Krim Chairman Philip Krim /s/ Sharo M. Atmeh Chief Executive Officer and Director Sharo M. Atmeh (Principal Executive Officer) /s/ Michael DeLucia Chief Financial Officer Michael DeLucia (Principal Financial and Accounting Officer) /s/ Ralph Alexander Director Ralph Alexander /s/ Evan Caron Director Evan Caron /s/ Alan Sheriff Director Alan Sheriff /s/ Tommy Stadlen Director Tommy Stadlen 68