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QOMPLX to combine with Tailwind Acquisition Corp

2nd March 2021 - Author: Luke Gallin

QOMPLX, a cloud-native leader in risk analytics, has elected to go public via a merger with special purpose acquisition company, Tailwind Acquisition Corp.

qomplx-logoOnce the combination completes, the new company will operate as QOMPLX and plans to list under the symbol of QPLX. The deal reflects an estimated post-transaction equity value for QOMPLX of roughly $1.4 billion at $10.00 per share.

Furthermore, it’s expected that the merged firm will receive roughly $280 million of gross proceeds from a fully committed common stock PIPE offering of $180 million, alongside approximately $334 million cash held in trust, given roughly $200 million in cash acquisition costs, and assuming minimal redemptions by Tailwind’s existing public stockholders.

The PIPE offering, anchored by Cannae Holdings, includes participation from institutional investors including Fidelity Management & Research Company LLC, Hedosophia, and RenaissanceRe Ventures Ltd.

The proposed combination has been unanimously approved by the shareholders of both QOMPLX and Tailwind, and is expected to close in mid-2021, subject to certain closing conditions.

It’s also been announced today that as part of the transaction, QOMPLX is set to acquire Sentar, a cyber intelligence and analytics solutions provider, and Tyche, an insurance modelling and actuarial platform, to boost its leadership position in analytics.

QOMPLX was co-founded by CEO Jason Crabtree and CTO Andrew Sellers, and is backed by William P. Foley, II’s Cannae Holdings and other notable investors. The company’s pro forma 2021 revenue is expected to reach $141 million. In 2020, the pro forma company’s go forward revenue base was $96 million, and the core company had a 139% net revenue retention rate.

QOMPLX looks to help organisations make intelligent business decisions and better manage risk through its advanced, proprietary risk cloud. Its cloud-native platform ingests, transforms, and contextualises large, complex, and disparate data sources in order to help entities better quantify, model, and predict risk in areas such as cybersecurity, insurance, and finance.

In recent times, the company’s rapid growth has been fuelled by its emergence as the global leader in Active Directory and identity security challenges currently plaguing enterprises and government agencies. QOMPLX’s analytics platform combines inside-out with outside-in views on cyber risk posture alongside streaming analytic detections, and continuous monitoring across diverse data sources.

“We are very excited to announce Tailwind’s transaction with QOMPLX and to invest additional capital into this portfolio company as it enters public markets. Cybersecurity and risk management are increasingly fundamental in business and government. QOMPLX uses technology to drive more disciplined business decisions about risk with a financial lens. This is a highly scalable company with real and rapidly growing revenues with formidable domain expertise,” said Foley, Founder and Chairman of Cannae Holdings.

Crabtree added: “Today’s agreement furthers QOMPLX’s mission to help organizations get to “ground truth” in their cybersecurity and risk quantification, risk management and risk finance efforts. Andrew and I founded QOMPLX with the express goal of allowing organizations to make economically rational decisions about cybersecurity and other challenging risks. Exceptional risk programs require continuous monitoring of real world data along with prospective modeling of future scenarios.

“Reaching public markets via our partnership with Tailwind expedites QOMPLX’s ability to reach more customers globally and supports our continued development of the core technology platform for mission critical customer applications. With the exceptional Sentar and Tyche domain experts joining QOMPLX, we are poised for growth fueled by extraordinary people, defensible technology, and a strong balance sheet.”

Philip Krim, Chairman of Tailwind, added: “QOMPLX has developed the most advanced cloud native software when it comes to identity attacks, privilege escalation, and lateral movement detection.

“These capabilities are now must have competencies for organizations of all sizes, and the demand for this has crossed a tipping point given recent events like SolarWinds which highlight the gaps in Active Directory and enterprise authentication. QOMPLX is differentiated in its ability to link specific data, security controls, and simulations to financial risk. Jason and Andrew are world class founders who will lead QOMPLX to become the ‘go to’ Risk Cloud for organizations who realize data can quantify and reduce risk in critical areas like cybersecurity and business continuity.”

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