TDWD · Tailwind 2.0 Acquisition Corp.

Simultaneously with the consummation of the Issuer's initial public offering, Tailwind 2.0 Sponsor LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 372,500 units (the "Private Placement Units") in a private placement for an aggregate purchase price of $3,725,000. Each Private Placement Unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination. The reported shares are the 372,500 Class A ordinary shares included in such Private Placement Units.

The Sponsor is the record holder of the shares reported herein. Philip Krim is the managing member of the Sponsor and holds voting and investment discretion with respect to the shares held of record the 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.