424B3 1 tm2133616-13_424b3.htm 424B3 tm2133616-13_424b3 - none - 111.797527s
  Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-261378
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF TAILWIND TWO ACQUISITION CORP.
PROSPECTUS FOR
SHARES OF COMMON STOCK OF TAILWIND TWO ACQUISITION CORP. (AFTER ITS
DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED TERRAN ORBITAL CORPORATION IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)
The board of directors of Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Tailwind Two”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated October 28, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (“Terran Orbital”), a copy of which is attached to this proxy statement/prospectus as Annex A, including the domestication of Tailwind Two as a Delaware corporation (the “Domestication”). As described in this proxy statement/prospectus, Tailwind Two’s shareholders are being asked to consider a vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New Terran Orbital” refers to Tailwind Two after giving effect to the consummation of the Domestication and the Business Combination.
In connection with the Domestication, on the Closing Date prior to the Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Tailwind Two Class A Ordinary Shares”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Tailwind Two Class B Ordinary Shares”), of Tailwind Two will be converted into one share of common stock, par value $0.0001 per share, of New Terran Orbital (the “New Terran Orbital Common Stock”); (ii) each issued and outstanding whole warrant to purchase Tailwind Two Class A Ordinary Shares will be converted into a warrant to purchase one share of New Terran Orbital Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Tailwind Two Warrant Agreement (as defined in this proxy statement/prospectus); and (iii) the governing documents of Tailwind Two will be amended and restated and become the certificate of incorporation and the bylaws of New Terran Orbital as described in this proxy statement/prospectus.
On the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Terran Orbital (the “Merger”), with Terran Orbital as the surviving company in the Merger and, after giving effect to the Merger, Terran Orbital will be a wholly-owned subsidiary of Tailwind Two, which will change its name to “Terran Orbital Corporation” ​(the time that the Merger becomes effective being referred to as the “Effective Time”).
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement (each term as defined in this proxy statement/prospectus), in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock, and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio (as defined in this proxy statement/prospectus).
This prospectus covers 202,038,883 shares of New Terran Orbital Common Stock and 19,300,000 warrants to acquire shares of New Terran Orbital Common Stock. The number of shares of New Terran Orbital Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of shares and equity awards of Terran Orbital in connection with the Business Combination (as more fully described in this proxy statement/prospectus), together with (i) the shares issued or issuable to the existing shareholders of Tailwind Two in connection with the Business Combination and (ii) the shares issuable upon the exercise of the outstanding public warrants and private placement warrants.
The Tailwind Two Class A Ordinary Shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “TWNT.” Tailwind Two will apply for listing, to be effective at the time of the Business Combination, of New Terran Orbital Common Stock on NYSE or the Nasdaq Stock Market LLC (“Nasdaq”) under the proposed symbol “LLAP.” It is a condition of the consummation of the Business Combination that Tailwind Two receive confirmation from NYSE or Nasdaq that New Terran Orbital has been listed or approved for listing on NYSE or Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that Tailwind Two will obtain such approval from NYSE or Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.
The accompanying proxy statement/prospectus provides shareholders of Tailwind Two with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Tailwind Two. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 43 of the accompanying proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated February 14, 2022, and is first being mailed to Tailwind Two’s shareholders on or about February 14, 2022.

 
TAILWIND TWO ACQUISITION CORP.
150 Greenwich Street, 29th Floor
New York, New York 10006
Dear Tailwind Two Acquisition Corp. Shareholders:
You are cordially invited to attend the extraordinary general meeting of Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Tailwind Two”), at 9:00 a.m., Eastern Time, on March 22, 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Extraordinary General Meeting”).
As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as defined below), on the Closing Date prior to the Effective Time (each as defined in the accompanying proxy statement/prospectus), among other things, (i) all of the outstanding shares of Tailwind Two will be converted into common stock of a domesticated Delaware corporation, (ii) each issued and outstanding whole warrant to purchase Tailwind Two Class A Ordinary Shares will be converted into a warrant to purchase one share of New Terran Orbital Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Tailwind Two Warrant Agreement; and (iii) the governing documents of Tailwind Two will be amended and restated. On the Closing Date at the Effective time, after giving effect to the Merger (as defined below), Tailwind Two will change its name to “Terran Orbital Corporation.” As used in the accompanying proxy statement/prospectus, “New Terran Orbital” refers to Tailwind Two after giving effect to the Domestication and the Business Combination.
At the Extraordinary General Meeting, Tailwind Two shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Agreement and Plan of Merger (and the transactions contemplated thereby) dated as of October 28, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (“Terran Orbital”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (the “Business Combination”).
As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:
(a)
On the Closing Date, prior to the Effective Time, Tailwind Two will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) (for further details, see the section entitled “Proposal No. 2-The Domestication Proposal” in the accompanying proxy statement/prospectus).
(b)
On the Closing Date, at the Effective Time, Merger Sub will merge with and into Terran Orbital (the “Merger”), with Terran Orbital as the surviving company in the Merger and, after giving effect to such Merger, Terran Orbital shall be a wholly-owned subsidiary of Tailwind Two, which will change its name to “Terran Orbital Corporation” ​(“New Terran Orbital”) substantially concurrently with the Effective Time. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement (each term as defined in the accompanying proxy statement/prospectus), in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock (as defined in the accompanying proxy statement/prospectus), outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock, and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will
 

 
be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio (as defined in the accompanying proxy statement/prospectus).
In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Tailwind Two entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “Other PIPE Investors”) and an affiliate of Mr. Daniel Staton, a director and shareholder of Terran Orbital (the “Insider PIPE Investor”, and together with the Other PIPE Investors, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Tailwind Two has agreed to issue and sell to the PIPE Investors, an aggregate of 5,080,409 shares of New Terran Orbital Common Stock at a price of $10.00 per share, for aggregate gross proceeds of approximately $50.8 million (the “PIPE Financing”). In return for the Insider PIPE Investor’s $30.0 million investment in the PIPE Financing, in addition to the shares to be received by the Insider PIPE Investor in the PIPE Financing, the Insider PIPE Investor or its affiliate will also receive a quarterly fee of $1.875 million for sixteen (16) quarters beginning at the end of the first quarter following the consummation of the Business Combination; the first years’ payments are to be paid in cash and the remaining payments are to be paid, subject to subordination to and compliance with New Terran Orbital’s debt facilities, in cash or stock at the discretion of New Terran Orbital. The Insider PIPE Investor’s investment in the PIPE Financing, in addition to the investments made by the Other PIPE Investors in the PIPE Financing, was intended to provide immediate liquidity to New Terran Orbital upon consummation of the Business Combination as alternative equity financings were not otherwise available. See “Proposal No. 1 — The Business Combination Proposal — Background to the Business Section.” There is no service being provided in connection with the quarterly fees; once all quarterly fees have been paid, the shares to be received by the Insider PIPE Investor in the PIPE Financing will effectively have been issued for no consideration other than the value to New Terran Orbital of the immediate liquidity at consummation of the Business Combination. In addition, in connection with entering into the Subscription Agreement with AE Industrial Partners, Terran Orbital entered into vendor agreements requiring $20 million of purchase commitments from two affiliates of AE Industrial Partners over three years from the Closing Date.
The shares of New Terran Orbital Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New Terran Orbital will grant the PIPE Investors and Francisco Partners and, in connection with the Debt Rollover (as defined below) (the Francisco Partners Facility and the Debt Rollover collectively, “Debt Financing”), Beach Point and Lockheed Martin certain registration rights, respectively. The PIPE Financing and the Debt Financing (portions to be funded or rolled over, as applicable, at closing) are contingent upon, among other things, the substantially concurrent closing of the Business Combination.
In addition to the Business Combination Proposal, you will also be asked to consider and vote upon (a) a proposal to approve the Domestication (the “Domestication Proposal”), (b) the proposed new certificate of incorporation of New Terran Orbital upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Certificate of Incorporation”), which is referred to herein as the “Charter Proposal”, (c) on a non-binding advisory basis, proposals related to material differences between Tailwind Two’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the Proposed Certificate of Incorporation and proposed new bylaws of New Terran Orbital upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which are referred to herein collectively as the “Advisory Governing Documents Proposals,” ​(d) a proposal to approve, for purpose of complying with NYSE Listing Rule 312.03 or Nasdaq Listing Rule 5635, as applicable, the issuance of New Terran Orbital Common Stock in connection with the Business Combination and the PIPE Financing and the Debt Financings, which is referred to herein as the “Exchange Proposal,” ​(e) a proposal to approve and adopt the New Terran Orbital Corporation 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, which is referred to herein as the “Incentive Equity Plan Proposal,” and (f) a proposal to adjourn the Extraordinary General Meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”
The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity
 

 
Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
The Adjournment Proposal provides for a vote to adjourn the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (B) in order to solicit additional proxies from Tailwind Two shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.
In connection with the Business Combination, certain related agreements were entered into in connection with the signing of the Business Combination Agreement, including the Subscription Agreements, the Terran Orbital Holder Support Agreements, the Sponsor Letter Agreement, and the Investor Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See the section entitled “Proposal No. 1 — The Business Combination Proposal — Other Agreements” in the accompanying proxy statement/prospectus for more information.
Pursuant to the Existing Governing Documents, a holder of Tailwind Two’s Class A ordinary share, par value $0.0001 per share (a “Public Shareholder” and “Tailwind Two Class A Ordinary Shares,” respectively) may request that Tailwind Two redeem all or a portion of such Tailwind Two Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Tailwind Two Class A Ordinary Shares even if they vote “For” the Business Combination Proposal. If the Business Combination is not consummated, the Tailwind Two Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Tailwind Two Class A Ordinary Shares that it holds and timely delivers its shares to Continental, New Terran Orbital will redeem such Tailwind Two Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Tailwind Two’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Tailwind Two Class A Ordinary Shares for cash and will no longer own Tailwind Two Class A Ordinary Shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Tailwind Two — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Tailwind Two Class A Ordinary Shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Tailwind Two Sponsor LLC and Mr. Tommy Stadlen (collectively, the “Initial Shareholders”) have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business
 

 
Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Tailwind Two redeem Tailwind Two Class A Ordinary Shares in an amount that would cause New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.
Tailwind Two is providing the accompanying proxy statement/prospectus and accompanying proxy card to Tailwind Two’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Tailwind Two’s shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Tailwind Two’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 43 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of Tailwind Two has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Tailwind Two’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Tailwind Two, you should keep in mind that Tailwind Two’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 —  The Business Combination Proposal —Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The Advisory Governing Documents Proposals are are voted upon on a non-binding advisory basis only.
Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
 

 
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR TAILWIND TWO CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TAILWIND TWO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of Tailwind Two’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
/s/ Philip Krim
Philip Krim
Chairman of the Board of Directors
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated February 14, 2022 and is first being mailed to shareholders on or about February 14, 2022.
 

 
TAILWIND TWO ACQUISITION CORP.
150 Greenwich Street, 29th Floor
New York, New York 10006
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON March 22, 2022
TO THE SHAREHOLDERS OF TAILWIND TWO ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Tailwind Two”), will be held at 9:00 a.m., Eastern Time, on March 22, 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Extraordinary General Meeting”). You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that Tailwind Two’s entry into the Agreement and Plan of Merger, dated as of October 28, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (“Terran Orbital”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of Tailwind Two as an exempted company in the Cayman Islands and the continuation and domestication of Tailwind Two as a corporation in the State of Delaware (a) Merger Sub will merge with and into Terran Orbital (the “Merger”), with Terran Orbital as the surviving company in the Merger and, after giving effect to such Merger, Terran Orbital shall be a wholly-owned subsidiary of Tailwind Two, which will change its name to “Terran Orbital Corporation” ​(“New Terran Orbital”) and (b) at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement (each term as defined in the accompanying proxy statement/prospectus), in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the General Corporation Law of the State of Delaware are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock (as defined in the accompanying proxy statement/prospectus), outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock, and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio (as defined in the accompanying proxy statement/prospectus), on the terms and subject to the conditions set forth in the Business Combination Agreement, certain related agreements (including the Subscription Agreements, the Terran Orbital Holder Support Agreement, the Sponsor Letter Agreement, and the Investor Rights Agreement (each as defined in the accompanying proxy statement/prospectus), each in the form attached to the accompanying proxy statement/prospectus as Annex F, Annex G, Annex H, Annex I and Annex J, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects. We refer to this proposal as the “Business Combination Proposal.”

Proposal No. 2 — The Domestication Proposal — RESOLVED, as a special resolution, that Tailwind Two be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Tailwind Two be continued and domesticated as a corporation under the laws of the state of Delaware. We refer to this proposal as the “Domestication Proposal.”

Proposal No. 3 — The Charter Proposal — RESOLVED, as a special resolution, that, upon the Domestication, the amended and restated memorandum and articles of association of Tailwind Two
 

 
(“Existing Governing Documents”) be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation of “Terran Orbital Corporation” upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Certificate of Incorporation”). We refer to this proposal as the “Charter Proposal.”

Advisory Governing Documents Proposals — to consider and vote upon, on a non-binding advisory basis, the following governance proposals regarding the Proposed Certificate of Incorporation (such proposals, collectively, the “Advisory Governing Documents Proposals”) and the following material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation:

Proposal No. 4 — Advisory Governing Documents Proposal A — RESOLVED, that an amendment to change the authorized share capital of Tailwind Two from US$55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 300,000,000 shares of common stock, par value $0.0001 per share, of New Terran Orbital and (b) 50,000,000 shares of preferred stock, par value $0.0001 per share, of New Terran Orbital be approved on a non-binding advisory basis.

Proposal No. 5 — Advisory Governing Documents Proposal B — RESOLVED, that an amendment to authorize the board of directors of New Terran Orbital to issue any or all shares of New Terran Orbital preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the board of directors of New Terran Orbital and as may be permitted by the Delaware General Corporation Law be approved on a non-binding advisory basis.

Proposal No. 6 — Advisory Governing Documents Proposal C — RESOLVED, that an amendment to remove the ability of New Terran Orbital stockholders to take action by written consent in lieu of a meeting be approved on a non-binding advisory basis.

Proposal No. 7 — Advisory Governing Documents Proposal D — RESOLVED, that certain other changes in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication (a copy of which is attached to the accompanying proxy statement/prospectus as Annex C), including (i) changing the post-Business Combination corporate name from “Tailwind Two Acquisition Corp.” to “Terran Orbital Corporation” ​(which is expected to occur after the consummation of the Domestication), (ii) making New Terran Orbital’s corporate existence perpetual, (iii) electing not to be governed by Section 203 of the Delaware General Corporation Law relating to business combinations with interested stockholders, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved on a non-binding advisory basis.

Proposal No. 8 — Advisory Governing Documents Proposal E — RESOLVED, that an amendment to require the affirmative vote of of the holders of (i) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital’s stock entitled to vote thereon, and voting as a single class, to amend or repeal the proposed bylaws (or a majority of the total voting power of the then-outstanding shares of capital stock of New Terran Orbital entitled to vote on such amendment or repeal, voting together as a single class if the New Terran Orbital Board recommends the approval of such amendment or repeal); (ii) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital’s stock entitled to vote thereon, and voting as a single class, and at least two thirds (2/3) of the then-outstanding shares of each class entitled to vote thereon as a class, voting separately as a class in order to amend or repeal Articles V(1), V(2), VI(3), VII and VIII of the Proposed Certificate of Incorporation; and (iii) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital’s stock entitled to vote thereon, voting as a single class in order to remove a director, be approved on a non-binding advisory basis.

Proposal No. 9 — The Exchange Proposal — RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange Listing Rule 312.03 or Nasdaq Stock Exchange Listing Rule 5635, as applicable, the issuance of shares of New Terran Orbital Common Stock be approved. We refer to this proposal as the “Exchange Proposal.”
 

 

Proposal No. 10 — The Incentive Equity Plan Proposal — RESOLVED, as an ordinary resolution, that the New Terran Orbital 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, be adopted and approved. We refer to this proposal as the “Incentive Equity Plan Proposal.”

Proposal No. 11 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (B) in order to solicit additional proxies from Tailwind Two shareholders in favor of one or more of the proposals at the Extraordinary General Meeting be approved. We refer to this proposal as the “Adjournment Proposal.”
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.
These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on February 4, 2022 are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.
The accompanying proxy statement/prospectus and accompanying proxy card are being provided to Tailwind Two’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Tailwind Two’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto, the accompanying financial statements of Tailwind Two and Terran Orbital and the documents referred to therein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 43 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of Tailwind Two has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Tailwind Two’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Tailwind Two, you should keep in mind that Tailwind Two’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal —Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Existing Governing Documents, a public shareholder may request of Tailwind Two that New Terran Orbital redeem all or a portion of its Class A ordinary share, par value $0.0001 per share of Tailwind Two (the “Tailwind Two Class A Ordinary Shares”) for cash if the Business Combination is consummated. As a holder of Tailwind Two Class A Ordinary Shares, you will be entitled to receive cash for any Tailwind Two Class A Ordinary Shares to be redeemed only if you:
(i)
hold Tailwind Two Class A Ordinary Shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Tailwind Two’s transfer agent, in which you (i) request that New Terran Orbital redeem all or a portion of your Tailwind Two Class A Ordinary Shares for cash, and (ii) identify yourself as the
 

 
beneficial holder of the Tailwind Two Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your Tailwind Two Class A Ordinary Shares to Continental, Tailwind Two’s transfer agent, physically or electronically through The Depository Trust Company.
Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 18, 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their Tailwind Two Class A Ordinary Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Tailwind Two Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the Tailwind Two Class A Ordinary Shares that it holds and timely delivers its shares to Continental, New Terran Orbital will redeem such Tailwind Two Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Tailwind Two’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding Tailwind Two Class A Ordinary Share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its Tailwind Two Class A Ordinary Shares for cash and will no longer own Tailwind Two Class A Ordinary Shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Tailwind Two — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Tailwind Two Class A Ordinary Shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Tailwind Two Sponsor LLC and Mr. Tommy Stadlen (collectively, the “Initial Shareholders”) have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two ordinary shares. See “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Tailwind Two redeem Tailwind Two Class A Ordinary Shares in an amount that would cause New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.
The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of
 

 
the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing TWNT.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Tailwind Two Acquisition Corp.,
/s/ Philip Krim
Philip Krim
Chairman of the Board of Directors
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR TAILWIND TWO CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TAILWIND TWO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

 
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ADDITIONAL INFORMATION
You may request copies of this proxy statement/prospectus and any other publicly available information concerning Tailwind Two, without charge, by written request to Tailwind Two Acquisition Corp., 150 Greenwich Street, 29th Floor, New York, New York 10006, or by telephone request at (212) 266-0085; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (toll free), or banks and brokers can call (203) 658-9400, or by emailing TWNT.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.
In order for Tailwind Two’s shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of Tailwind Two to be held on March 22, 2022, you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by March 15, 2022.
TRADEMARKS
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
 
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

Advisory Governing Documents Proposals” are to proposals on a non-binding advisory basis, to approve certain material differences between the Existing Governing Documents and the Proposed Governing Documents;

Adjournment Proposal” are to a proposal as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (B) in order to solicit additional proxies from Tailwind Two shareholders in favor of one or more of the proposals at the Extraordinary General Meeting be approved;

AE Industrial” are to AE Industrial Partners, LP.

Articles of Association” are to the amended and restated memorandum and articles of association of Tailwind Two;

Aggregate Transaction Proceeds” are to the aggregate cash proceeds from Tailwind Two’s Trust Account, together with the proceeds from the PIPE Financing, after deducting any amounts paid to Tailwind stockholders that exercise their redemption rights in connection with the Business Combination;

AI” are to artificial intelligence;

BPC” are to BPC Lending II, LLC, an investment fund managed by Beach Point Capital Management LP;

Broad Street” are to Broad Street Principal Investments, L.L.C., an affiliate of Goldman Sachs Group, Inc.;

Business Combination” are to the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

Business Combination Agreement” are to that certain Merger Agreement (as it may be amended, supplemented or otherwise modified from time to time), dated October 28, 2021, as amended by Amendment No. 1 to the Merger Agreement dated February 8, 2022 (“Amendment No. 1”), by and among Tailwind Two, Merger Sub and Terran Orbital, a copy of which is attached to this proxy statement/prospectus as Annex A;

Business Combination Proposal” are to a proposal as an ordinary resolution, that the Business Combination Agreement, and the consummation of the transactions contemplated thereby be approved, ratified and confirmed in all respects;

Cayman Islands Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;

Charter Proposal” are to a proposal as a special resolution, that upon the Domestication, the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation;

Closing” are to the closing of the Business Combination;

Closing Date” are to that date that is in no event later than the third (3rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination,” ​(other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as Tailwind Two and Terran orbital may agree in writing;
 
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CLPS” are to commercial lunar payload services;

Commitment Letter” are to that certain commitment letter, dated as of October 28, 2021, by and among Terran Orbital and Francisco Partners;

Condition Precedent Proposals” are to Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity Plan Proposal, collectively;

COTS” are to commercial off-the-shelf;

Continental” are to Continental Stock Transfer & Trust Company;

Debt Financings” are the Francisco Partners Facility and the Rollover Debt;

Debt Providers” are to Francisco Partners, BPC and Lockheed Martin;

DGCL” are to the Delaware General Corporation Law;

DoD” are to the United Stated Department of Defense;

Domestication” are to the transfer by way of continuation and deregistration of Tailwind Two from the Cayman Islands and the continuation and domestication of Tailwind Two as a corporation incorporated in the State of Delaware;

Domestication Proposal” are to the proposal as a special resolution, that Tailwind Two be transferred by way of continuation to Delaware and, conditional upon, and with effect from, the registration of Tailwind Two as a corporation in the State of Delaware;

Effective Time” are to the time at which the Merger becomes effective;

EO” are to earth observation;

Exchange Proposal” are to a proposal as an ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange Listing Rule 312.03 or Nasdaq Stock Exchange Listing Rule 5635, as applicable, the issuance of shares of New Terran Orbital Common Stock be approved;

Exchange Ratio” is the exchange of shares whereby Tailwind Two estimates that approximately 27.578 shares of New Terran Orbital Common Stock will be issued for each shares of common stock of Terran Orbital, assuming that the Business Combination were to occur on February 9, 2022;

Extraordinary General Meeting” are to the extraordinary general meeting of Tailwind Two at 9:00 a.m., Eastern Time, on March 22, 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

Existing Governing Documents” are to the Articles of Association;

FASB” are to the Financial Accounting Standards Board;

FP Note Purchase Agreement” are to that certain note purchase agreement, dated as of November 24, 2021, with Terran Orbital, as issuer, Wilmington Savings Fund Society, FSB, as agent, certain managed funds or investment vehicles of Francisco Partners, as the purchasers and the guarantors from time to time party thereto;

Francisco Partners” are to FP Credit Partners, L.P. on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles;

Francisco Partners Facility” or “FP Financing” are to the senior secured notes in an aggregate principal amount up to $150.0 million contemplated by the FP Note Purchase Agreement;

GAAP” are to generally accepted accounting principles in the United States;

Incentive Equity Plan Proposal” are to a proposal as an ordinary resolution, that the 2021 Incentive Plan be adopted and approved;
 
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Initial Public Offering” are to Tailwind Two’s initial public offering, consummated on March 9, 2021, of 34,500,000 Tailwind Two Units, at $10.00 per unit, with each unit consisting of one Tailwind Two Class A Ordinary Share and one-third of one Public Warrant;

Initial Shareholders” are to Sponsor and Tommy Stadlen;

Insiders” are to Philip Krim, Chris Hollod, Matthew Eby, Tommy Stadlen, Wisdom Lu, Boris Revsin and Michael Kim, each of whom is a member of Tailwind’s board of directors and/or management;

Insider PIPE Investor” are to Staton Orbital Family Limited Partnership, an affiliate of Mr. Daniel Staton, who is a director and shareholder of Terran Orbital;

Investor Rights Agreement” are to that certain Investor Rights Agreement entered into concurrently with the execution of the Business Combination Agreement, by Tailwind, the Tailwind Two Sponsor, Tommy Stadlen and certain Terran stockholders;

ISR” are to intelligence, surveillance and reconnaissance;

launch services” or “launch solutions” are to Terran Orbital providing logistical support services to its customers in regards to launching such customer’s satellite(s) on a third-party’s launch vehicle. Launch services does not include providing or launching the launch vehicle itself, which is provided by third party launch providers;

LEO” are to low Earth orbit;

Lockheed Martin” are to Lockheed Martin Corporation;

Merger” are to the merger of Merger Sub with and into Terran Orbital pursuant to the Business Combination Agreement, with Terran Orbital as the surviving company in the Merger and, after giving effect to such Merger, Terran Orbital becoming a wholly-owned subsidiary of Tailwind Two, which itself will become New Terran Orbital upon and after the Domestication;

Merger Sub” are to Titan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Tailwind Two prior to the consummation of the Business Combination;

MicroSat” are to microsatellite;

ML” are to machine learning;

Morrow” are to Morrow Sodali LLC, Tailwind Two’s proxy solicitor;

NanoSat” are to nano-satellite;

NASA” are to the United States National Aeronautics and Space Administration;

Nasdaq” are to the Nasdaq Capital Market;

NextGen Earth Observation constellation” are to the constellation of small satellites being developed by Terran Orbital through its PredaSAR subsidiary to provide Earth observation data and mission solutions using unique Synthetic Aperture Radar data and including secondary payloads that may include electro-optical, optical links or other sensors and capabilities;

Net Debt Condition” are to the condition in the Business Combination Agreement and draw conditions in the Francisco Partners Facility that Net Debt shall be $40,000,000 or less after giving pro forma effect to the Business Combination Agreement and the transactions contemplated thereby;

Net Debt” are to, without duplication, after giving pro forma effect to the Business Combination Agreement and the transactions contemplated thereby (in each case, other than any funding of the FP Financing that is drawn by Terran Orbital and funded by Francisco Partners at Closing and excluding the impact on transaction expenses and cash for certain insurance policies), (a) (i) the outstanding principal amount of all indebtedness for borrowed money of Terran Orbital and its Subsidiaries as of immediately following the Effective Time (including, for the avoidance of doubt, (x) the outstanding principal amount of Terran Orbital’s Existing Notes (as defined below) which are included in the Debt Rollover (as defined below) and that will remain outstanding after the Closing
 
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and (y) any portion of the FP Financing that is drawn by Terran Orbital and funded by Francisco Partners prior to the Closing and outstanding at the Effective Time (for purposes of clarity, including any interest that has been paid in kind) plus (ii) the Company Transaction Expenses (as defined in the Business Combination Agreement) that are unpaid as of immediately following the Effective Time minus (b) (i) all cash and cash equivalents (including all commercial paper, certificates of deposit and other bank deposits, treasury bills, and all other cash equivalents, whether on hand or in banks or other financial institutions) of Terran Orbital and its Subsidiaries as of immediately following the Effective Time (including, for the avoidance of doubt, cash and cash equivalents resulting from the funding of any portion of the FP Financing prior to Closing) plus (ii) the Available Closing Acquiror Cash (as defined in the Business Combination Agreement). For the avoidance of doubt, any amounts payable to Staton Orbital Family Limited Partnership and/or its affiliates in connection with any PIPE Financing made by such persons shall not be deemed “indebtedness” or otherwise included in clause (a) of this definition.

New Terran Orbital” are to Terran Orbital Corporation (f.k.a. Tailwind Two Acquisition Corp.) after the Merger;

New Terran Orbital Board” are to the board of directors of New Terran Orbital;

New Terran Orbital Common Stock” are to the common stock, par value $0.0001 per share, of New Terran Orbital;

New Terran Orbital Preferred Stock” are to the preferred stock, par value $0.0001 per share, of New Terran Orbital;

New Terran Orbital Private Placement Warrants” are to warrants representing the right to purchase shares of New Terran Orbital Common Stock following the Domestication on the same contractual terms and conditions as the Private Placement Warrants;

New Terran Orbital Public Warrants” are to the warrants representing the right to purchase shares of New Terran Orbital Common Stock following the Domestication on the same contractual terms and conditions as the Public Warrants;

New Terran Orbital Warrants” are to the New Terran Orbital Private Placement Warrants and the New Terran Orbital Public Warrants;

NRT” are to near real-time;

NYSE” are to the New York Stock Exchange;

PIPE Financing” are to the transactions contemplated by the PIPE Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 5,080,409 shares of New Terran Orbital Common Stock for aggregate gross proceeds of approximately $50.8 million to be consummated in connection with Closing;

PIPE Investors” are to the investors (including the Insider PIPE Investor) in the PIPE Financing pursuant to the PIPE Subscription Agreements;

PIPE Subscription Agreements” are to the PIPE subscription agreements, entered into by Tailwind Two and each of the PIPE Investors in connection with the PIPE Financing;

Private Placement Warrants” are to the 7,800,000 warrants of Tailwind Two purchased by the Initial Shareholders simultaneously with the closing of the Initial Public Offering, at a price of $1.50 per Private Placement Warrant, or $11,700,000 in the aggregate, each Private Placement Warrant being exercisable to purchase one share of Tailwind Two Class A Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment;

Pro Forma” are to giving pro forma effect to the Business Combination, including the Merger, the PIPE Financing and the Debt Financings;

Proposed Bylaws” are to the proposed bylaws of New Terran Orbital, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex D;
 
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Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Terran Orbital to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex C;

Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

Public Shareholders” are to holders of Tailwind Two Class A Ordinary Shares, whether acquired in Tailwind Two’s Initial Public Offering or acquired in the secondary market;

Public Warrants” are to the 11,500,000 whole warrants of Tailwind Two sold in the Initial Public Offering as part of the Tailwind Two Units, at an initial exercise price of $11.50 per share;

pWin” are to probability of win;

RF” are to radio frequency;

redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;

Rollover Debt” are the $25.0 million Existing Notes rollover from BPC available upon the Closing, and the up to $25.0 million Existing Notes rollover from Lockheed Martin available ratably with the availability of the contingent debt under the FP Financing, in each case as set forth in the Terran Orbital Holder Support Agreements;

SAR” are to synthetic aperture radar;

SBIR” are to small business innovation research;

SEC” are to the Securities and Exchange Commission;

Securities Act” are to the Securities Act of 1933, as amended;

SmallSats” are to small satellites;

Space Florida Facility” are to Terran Orbital’s proposed new campus of approximately 660,000 square foot “industry 4.0 “small satellite manufacturing facility, which is currently planned to be located in Brevard County, Florida;

Sponsor Letter Agreement” are to that certain sponsor letter agreement, dated as of October 28, 2021, by and among the Sponsor, the Insiders, Tailwind Two and Terran Orbital, pursuant to which, the Sponsor and the Insiders have agreed to, among other things, (i) consent to entering into the Business Combination Agreement, (ii) vote in favor of each of the transaction proposals to be voted upon at the meeting of Tailwind Two Shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (iii) waive any adjustment to the conversion ratio set forth in Tailwind Two’s Articles of Association or any other anti-dilution or similar protection with respect to the Tailwind Two Class B Ordinary Shares held by the Sponsor or the Insiders and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in Tailwind Two prior to the Closing, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement;

Tailwind Two” are to Tailwind Two Acquisition Corp., a Cayman Islands exempted company, prior to completion of the Business Combination;

Tailwind Two Board” are to Tailwind Two’s board of directors;

Tailwind Two Class A Ordinary Shares” or “public shares” are to the 34,500,000 Class A ordinary shares, par value $0.0001 per share, of Tailwind Two, which will automatically convert, on a one-for-one basis, into shares of New Terran Orbital Common Stock in connection with the Domestication;

Tailwind Two Class B Ordinary Shares” or “Founder Shares” are to the 8,625,000 Class B ordinary shares, par value $0.0001 per share, of Tailwind Two outstanding as of the date of this proxy statement/prospectus that were initially issued to the Tailwind Two Sponsor in a private placement prior to our Initial Public Offering and of which 75,000 were transferred to Mr. Tommy Stadlen, and, in connection with the Domestication, will automatically convert, on a one-for-one basis, into shares of New Terran Orbital Common Stock;
 
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Tailwind Two Ordinary Shares” are to Tailwind Two Class A Ordinary Shares and Tailwind Two Class B Ordinary Shares;

Tailwind Two Shareholders” are to holders of Tailwind Two Ordinary Shares;

Tailwind Two Sponsor” or “Sponsor” are to Tailwind Two Sponsor LLC, a Delaware limited liability company;

Tailwind Two Units” are to the units issued in the Initial Public Offering, consisting of one Tailwind Two Class A Ordinary Share and one-third of one Public Warrant;

Tailwind Two Warrant Agreement” are to that certain warrant agreement, dated as of March 9, 2021, by and among Tailwind Two, and Continental, as warrant agent.

Tailwind Two Warrants” are to the Public Warrants and the Private Placement Warrants;

Terran Orbital” are to Terran Orbital Corporation, a Delaware corporation, prior to the Business Combination;

Terran Orbital Holder Support Agreement” are to transaction support agreements between certain equity and noteholders of Terran Orbital, Tailwind Two and Terran Orbital, pursuant to which such holders of Terran Orbital have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), (ii) be bound by certain other covenants and agreements related to the Business Combination, including a restriction on certain transfers with respect to his, her or its shares in Terran Orbital substantially concurrently with the Business Combination, and (iii) in the case of affiliates of each of Lockheed Martin and Beach Point who are noteholders of Terran Orbital, (x) roll certain of their Existing Notes into a new loan agreement or note purchase agreement or (y) keep certain of their Existing Notes outstanding under the Existing Note Purchase Agreement, subject to certain amendments, in each case, pursuant to the Debt Rollover;

Terran Orbital Preferred Stock Conversion” are to the automatic conversion in connection with the Business Combination of each share of the Series A Preferred Stock, par value $0.0001 per share, of Terran Orbital that is issued and outstanding, as of immediately prior to the Effective Time, into a number of shares of common stock, par value $0.0001 per share, of Terran Orbital, which Terran Orbital shall calculate in accordance with the terms of its certificate of incorporation;

Terran Orbital Stockholders” are to holders of Terran Orbital capital stock prior to the consummation of the Business Combination;

Transaction Share Consideration” are to the aggregate number of shares of New Terran orbital Common Stock to be issued or reserved for issuance in connection with the Business Combination to security holders of Terran Orbital;

Terran Orbital Warrant Settlement” are to the exercise in connection with the Business Combination in full, on a cash or cashless basis, as of immediately prior to the Effective Time, of certain outstanding warrants to purchase shares of common stock of Terran Orbital that are issued and outstanding immediately prior to the Effective Time in accordance with the respective terms of such warrants;

Terran Orbital Warrant True-Up” are to the New Terran Orbital Common Stock being issued to certain holders of warrants to purchase shares of common stock of Terran Orbital as an inducement to exercise the Terran Orbital Warrant Settlement and waive any rights to put their warrants back to Terran Orbital;

Transfer Agent” are to Continental, Tailwind Two’s transfer agent;

Trust Account” are to the trust account established at the consummation of Tailwind Two’s Initial Public Offering that holds the proceeds of the Initial Public Offering and is maintained by Continental, acting as trustee;

USAF” are to the United States Air Force;
 
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USG” are to the United States government; and

2021 Incentive Plan” are to the Terran Orbital Corporation 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, to be considered for adoption and approval by the shareholders pursuant to the Incentive Equity Plan Proposal.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TAILWIND TWO
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Tailwind Two’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at 9:00 a.m. Eastern Time, on March 22, 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting.
Q.
Why am I receiving this proxy statement/prospectus?
A.
Tailwind Two shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date at the Effective Time (i) Tailwind Two will be renamed “Terran Orbital Corporation”, and (ii) each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock, and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio. See “Proposal No. 1 — The Business Combination Proposal.”
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.
The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, and each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The Advisory Governing Documents Proposals are are voted upon on a non-binding advisory basis only.
In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Tailwind Two Class A Ordinary Share and each issued and outstanding Tailwind Two Class B Ordinary Share will be converted automatically, on a one-for-one basis, into shares of New Terran Orbital Common Stock; (ii) each issued and outstanding whole warrant to purchase Tailwind Two Class A Ordinary Shares will be converted automatically into a warrant to purchase one share of New Terran Orbital Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Tailwind Two Warrant Agreement; and (iii) each issued and outstanding Tailwind Two Unit that has not been previously separated into the underlying Tailwind Two Class A Ordinary Share and underlying one-third of one Public Warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Terran Orbital Common Stock and one-third of one New Terran Orbital Public Warrant. See “Proposal No. 2 — The Domestication Proposal.”
 
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The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of Tailwind Two?” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q.
What proposals are shareholders of Tailwind Two being asked to vote upon?
A.
At the Extraordinary General Meeting, Tailwind Two is asking holders of Tailwind Two Ordinary Shares to consider and vote upon ten (10) separate proposals:
1.
a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby;
2.
a proposal to approve by special resolution the Domestication;
3.
a proposal to approve by special resolutions the Proposed Certificate of Incorporation;

the following governance proposals to approve, on a non-binding advisory basis, the following material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation:
4.
an amendment to change the authorized share capital of Tailwind Two from US$55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 300,000,000 shares of New Terran Orbital Common Stock and 50,000,000 shares of New Terran Orbital Preferred Stock;
5.
an amendment to authorize the New Terran Orbital Board to issue any or all shares of New Terran Orbital Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Terran Orbital Board and as may be permitted by the DGCL;
6.
an amendment to remove the ability of New Terran Orbital stockholders to take action by written consent in lieu of a meeting;
7.
certain other changes in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication; and
8.
an amendment to adopt a supermajority vote requirement to amend or repeal the Proposed Bylaws and certain articles of the Proposed Certificate of Incorporation.
9.
a proposal to approve by ordinary resolution the issuance of shares of New Terran Orbital Common Stock in connection with the Business Combination the Debt Financing and the PIPE Financing in compliance with the New York Stock Exchange Listing Rule 312.03 or Nasdaq Stock Exchange Listing Rule 5635, as applicable;
10.
a proposal to approve and adopt by ordinary resolution the 2021 Incentive Plan; and
11.
a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting.
If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.
 
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For more information, please see “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Charter Proposal,” “Proposal No. 4 through 8 — The Advisory Governing Documents Proposals,” “Proposal No. 9 — The Exchange Proposal,” “Proposal No. 10 — The Incentive Equity Plan Proposal” and “Proposal No. 11 — The Adjournment Proposal.”
Tailwind Two will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of Tailwind Two should read it carefully.
After careful consideration, the Tailwind Two Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal are in the best interests of Tailwind Two and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Tailwind Two and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q.
Why is Tailwind Two proposing the Business Combination?
A.
Tailwind Two is a blank check company incorporated on November 18, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Tailwind Two may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination. Tailwind Two is not permitted under its Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations.
Based on its due diligence investigations of Terran Orbital and the industry in which it operates, including the financial and other information provided by Terran Orbital in the course of negotiations, the Tailwind Two Board believes that Terran Orbital aligns well with the objectives laid out in its investment thesis. As a result, Tailwind Two believes that a business combination with Terran Orbital will provide Tailwind Two Shareholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. However, there is no assurance of this. See “Proposal No. 1 — The Business Combination Proposal — The Tailwind Two Board’s Reasons for the Business Combination.”
Although the Tailwind Two Board believes that the Business Combination with Terran Orbital presents a unique business combination opportunity and is in the best interests of Tailwind Two and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Proposal No. 1 — The Business Combination Proposal — The Tailwind Two Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to Tailwind Two and the Business Combination.
Q.
Did the Tailwind Two Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
Yes. The Tailwind Two Board obtained a fairness opinion from Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), dated October 27, 2021, to the effect that, as of that date and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination
 
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Agreement was fair, from a financial point of view, to Tailwind Two. The Tailwind Two Board was not required under the Existing Governing Documents to obtain the fairness opinion but did so as part of its due diligence, evaluation of the Business Combination and to better support its financial evaluation of Terran Orbital which assisted Tailwind Two Board in making their decision that the transaction was attractive and fair to Tailwind Two and its shareholders.. For a description of the opinion issued by Houlihan Lokey to the Tailwind Two Board, please see “Proposal No. 1 — The Business Combination Proposal — Opinion of the Financial Advisor to Tailwind Two.”
Q.
What will Terran Orbital’s equityholders receive in return for the Business Combination with Tailwind Two?
A.
On the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Terran Orbital, with Terran Orbital as the surviving company in the Merger and, after giving effect to such Merger, Terran Orbital shall be a wholly-owned subsidiary of Tailwind Two. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, outstanding shares of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock, and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.
Q.
How will the combined company be managed following the business combination?
A.
Following the Closing, it is expected that the current management of Terran Orbital will become the management of New Terran Orbital, and the New Terran Orbital Board will consist of nine (9) directors, which will be divided into three classes (Class I, II and III) with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors. Pursuant to the Business Combination Agreement (as amended by Amendment No. 1), the New Terran Orbital Board will consist of eight (8) individuals designated by Terran Orbital prior to the mailing of this proxy statement to Tailwind Two shareholders, one individual determined by Sponsor (with consent of Terran Orbital, such consent not to be unreasonably, withheld, conditioned or delayed provided the nominee meets certain agreed upon parameters) prior to the effectiveness of the Registration Statement to serve as a Class III director. Please see the section entitled “Management of New Terran Orbital Following the Business Combination” for further information. In addition, pursuant to the terms of the SCA (as defined below), following the Business Combination until the expiration of the term of the SCA, Lockheed Martin will be entitled to appoint one director (reasonably satisfactory to Terran Orbital) to the initial board of directors of New Terran Orbital. Lockheed Martin has advised Terran Orbital that it currently does not expect to exercise this right to appoint a director.
Q.
What equity stake will current Tailwind Two shareholders and current equityholders of Terran Orbital hold in New Terran Orbital immediately after the consummation of the Business Combination?
A.
As of the date of this proxy statement/prospectus, there are (i) 34,500,000 Tailwind Two Class A Ordinary Shares issued and outstanding and (ii) 8,625,000 Tailwind Two Class B Ordinary Shares issued and outstanding. As of the date of this proxy statement/prospectus, there is outstanding 7,800,000 Private Placement Warrants held by the Initial Shareholders and 11,500,000 Public Warrants. Each whole warrant entitles the holder thereof to purchase one Tailwind Two Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New Terran Orbital Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that no Tailwind Two Class A Ordinary Shares redeemed in connection with the Business Combination), Tailwind Two’s fully-diluted share capital would be 62,425,000 Tailwind Two Ordinary Shares.
 
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The following table illustrates varying ownership levels in New Terran Orbital Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 112,574,014 shares of New Terran Orbital Common Stock are issued to the holders of securities of Terran Orbital at Closing, which would be the number of shares of New Terran Orbital Common Stock issued to these holders if Closing were to occur on February 9, 2022; (ii) 4,662,217 shares of New Terran Orbital Common Stock are issued to the Debt Providers; (iii) 5,080,409 shares of New Terran Orbital Common Stock are issued in the PIPE Financing; (iv) no Public Warrants, Private Placement Warrants or Debt Provider Warrants issued in connection with the Business Combination to purchase New Terran Orbital Common Stock that will be outstanding immediately following Closing have been exercised; (v) no options to purchase New Terran Orbital Common Stock outstanding as of February 9, 2022 have been exercised; and (vi) no restricted stock and restricted stock unit awards that will be outstanding immediately following Closing have been converted into common stock. Based on these assumptions, and assuming that no outstanding Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 165,441,640 shares of New Terran Orbital Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Terran Orbital will be different.
Pursuant to the Business Combination Agreement, the consideration to be received by the Terran Orbital equityholders in connection with the Business Combination will be an aggregate number of shares of New Terran Orbital Common Stock equal to (i) $1,300.0 million plus (x) $2,051,999, which reflects the estimated aggregate exercise price of all options of Terran Orbital with an post-closing exercise price of less than $10.00 per share if such options were exercised in full and (y) the estimated aggregate exercise price of all warrants of Terran Orbital which are settled in cash instead of shares upon the exercise of such warrants, in each case at the consummation of the Business Combination, divided by (ii) $10.00.
Share Ownership in New Terran Orbital(1)
No redemptions
Maximum redemptions(2)
Percentage of
Outstanding Shares
Percentage of
Outstanding Shares
Tailwind Two Public Shareholders(3)
20.9% 3.8%
Tailwind Two’s Initial Shareholders(4)
5.2% 6.4%
PIPE Investors(5)
3.1% 3.7%
Debt Providers(6)
2.8% 3.0%
Current Terran Orbital Stockholders(7)
68.0% 83.1%
(1)
The number of shares of New Terran Orbital Common Stock issued to the holders of securities of Terran Orbital at Closing will fluctuate based on the Exchange Ratio. As of February 9, 2022, assuming all such options and warrants are exercised for common stock on a “net settled” ​(i.e., cash-less exercise basis), the Exchange Ratio would be 27.578.
(2)
Assumes that 29.3 million shares of Tailwind Two Class A Ordinary Shares are redeemed for an aggregate payment of approximately $293 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. This redemption scenario is based on the maximum number of redemptions that may occur but which would still satisfy the conditions of the FP Financing and the Net Debt Condition in connection with the closing of the Business Combination assuming a hypothetical closing date of February 9, 2022.
(3)
Excludes shares acquired by certain public investors in connection with the PIPE Financing.
(4)
Includes 8,625,000 shares held by the Initial Shareholders originally acquired prior to or in connection with Tailwind Two’s Initial Public Offering (including 75,000 shares held by Tommy Stadlen).
(5)
Includes shares acquired by existing Terran Orbital Stockholders and Public Shareholders in the PIPE Financing.
 
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(6)
Includes shares issued to the Debt Providers in connection with the debt financing, but excludes shares acquired by the Debt Providers in the PIPE Financing or held as existing Terran Orbital Stockholders.
(7)
Excludes shares acquired by existing Terran Orbital Stockholders in the PIPE Financing. Includes approximately 0.24 million shares related to the Terran Orbital Warrant True-Up.
For further details, see “Business Combination Proposal — Consideration to Terran Orbital Equityholders in the Business Combination.”
Q.
Why is Tailwind Two proposing the Domestication?
A.
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of Tailwind Two and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.
To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the Extraordinary General Meeting and therefore will have no effect on the approval of the Domestication Proposal.
Q.
What amendments will be made to the current constitutional documents of Tailwind Two?
A.
The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Tailwind Two’s Shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace Tailwind Two’s Existing Governing Documents, in each case, under Cayman Islands law, with the Proposed Certificate of Incorporation, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:
Existing Governing Documents
Proposed Certificate of Incorporation
Authorized Shares
(Advisory Governing Documents Proposal A)
The share capital under the Existing Governing Documents is US$55,100 divided into 500,000,000 Class A ordinary shares of par value US$0.0001 per share, 50,000,000 Class B ordinary shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share. The Proposed Certificate of Incorporation authorizes 300,000,000 shares of New Terran Orbital Common Stock, par value $0.0001 per share, and 50,000,000 shares of New Terran Orbital Preferred Stock, par value $0.0001 per share.
See paragraph 5 of the Amended and Restated Memorandum of See Article IV of the Proposed Certificate of Incorporation.
 
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Existing Governing Documents
Proposed Certificate of Incorporation
Association.
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent
(Advisory Governing Documents Proposal B)
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. The Proposed Certificate of Incorporation authorizes the board of directors (or any authorized committee of the board of directors) to issue shares of New Terran Orbital Preferred Stock in one or more series and to fix the designations, powers (including voting powers, full or limited, or no voting powers), preferences, and rights, and the qualifications, limitations or restrictions thereof. These powers, preferences and rights could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock.
See paragraph 8 of the Memorandum of Association and Article 3 of the Articles of Association. See Article IV, Section B of the Proposed Certificate of Incorporation.
Shareholder/Stockholder Written Consent In Lieu of a Meeting (Advisory Governing Documents Proposal C)
The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. The Proposed Certificate of Incorporation and the Proposed Bylaws allow stockholders to vote in person or by proxy at a meeting of stockholders, but the Proposed Certificate of Incorporation prohibits the ability of stockholders to act by written consent in lieu of a meeting.
See Articles 22, 23 and 24 of our Articles of Association. See Article V, Section 1 of the Proposed Certificate of Incorporation and Article I Section 6 of the Proposed Bylaws.
Corporate Name
(Advisory Governing Documents Proposal D)
The Existing Governing Documents provide the name of the company is “Tailwind Two Acquisition Corp.” The Proposed Certificate of Incorporation will provide that the name of the corporation will be “Terran Orbital Corporation”
See paragraph 1 of our Memorandum of Association. See Article I of the Proposed Certificate of Incorporation.
 
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Existing Governing Documents
Proposed Certificate of Incorporation
Perpetual Existence
(Advisory Governing Documents Proposal D)
The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by March 9, 2023 (twenty-four months after the closing of Tailwind Two’s Initial Public Offering), Tailwind Two will cease all operations except for the purposes of winding up and will redeem the shares issued in Tailwind Two’s Initial Public Offering and liquidate its Trust Account. The Proposed Certificate of Incorporation does not limit the duration of the corporation’s existence, and therefore New Terran Orbital will have perpetual existence, which is the default under the DGCL.
See Article 49.7 of our Articles of Association.
Takeovers by Interested Stockholders
(Advisory Governing Documents Proposal D)
The Existing Governing Documents do not provide restrictions on takeovers of Tailwind Two by a related shareholder following a business combination. The Proposed Certificate of Incorporation opts out of Section 203 of the DGCL, and therefore, New Terran Orbital will not be subject to Section 203 of the DGCL relating to business combinations with interested stockholders.
See Article XI, Section 1 of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company
(Advisory Governing Documents Proposal D)
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. The Proposed Certificate of Incorporation does not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
See Article 49 of our Articles of Association.
Adoption of Supermajority Vote Requirement to Amend the Proposed Governing Documents
(Advisory Governing Documents Proposal E)
The Existing Governing Documents provide that amendments to change Tailwind Two’s name, alter or add to the Articles of Association, alter or add to the amended and restated memorandum of association of Tailwind Two with respect to any objects, powers or other matters specified therein or to reduce its The Proposed Governance Documents require the affirmative vote of (i) at least two-thirds of the voting power of the outstanding shares to amend or repeal the Proposed Bylaws, (ii) at least two-thirds of the voting power of the outstanding shares (both voting together as a single class and separately by
 
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Existing Governing Documents
Proposed Certificate of Incorporation
share capital or any capital redemption reserve fund may be made by a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting, and any other amendment may be made by a regular resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy card and entitled to vote thereon and who vote at a general meeting.
See Article 18 of our Articles of Association.
class) to amend or repeal Articles V(i), V(2), VI(3), VII and VIII of the Proposed Certificate of Incorporation, and (iii) at least two-thirds of the voting power of the outstanding shares to remove a director.
See Articles IX and X of the Proposed Certificate of Incorporation.
Q.
How will the Domestication affect my Tailwind Two Ordinary Shares, Tailwind Two Warrants and Tailwind Two Units?
A.
In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Tailwind Two Class A Ordinary Share and each issued and outstanding Tailwind Two Class B Ordinary Share will be converted automatically, on a one-for-one basis, into shares of New Terran Orbital Common Stock; (ii) each issued and outstanding whole warrant to purchase Tailwind Two Class A Ordinary Shares will be converted automatically into a warrant to purchase one share of New Terran Orbital Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Tailwind Two Warrant Agreement; and (iii) each issued and outstanding Tailwind Two Unit that has not been previously separated into the underlying Tailwind Two Class A Ordinary Share and underlying one-third of one Public Warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Terran Orbital Common Stock and one-third of one New Terran Orbital Public Warrant. See “Proposal No. 2 — The Domestication Proposal.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.
Q.
What are the U.S. federal income tax consequences of the Domestication?
A.
As discussed more fully under “Material U.S. Federal Income Tax Considerations,” the Domestication generally should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of
 
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the U.S. Internal Revenue Code of 1986, as amended (the “Code”). However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Tailwind Two, this result is not entirely free from doubt. In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F), and subject to the discussion of the “passive foreign investment company” ​(“PFIC”) rules below, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) generally will be subject to Section 367(b) of the Code and, as a result of the Domestication:

a U.S. Holder whose public shares have a fair market value of less than $50,000 on the date of the Domestication generally should not recognize any gain or loss and will not be required to include any part of Tailwind Two’s earnings in income;

a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally should recognize gain (but not loss) on the exchange of public shares for shares of New Terran Orbital Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and

a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally should be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its public shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (participation exemption).
Tailwind Two does not expect to have significant cumulative earnings and profits through the date of the Domestication.
Furthermore, even if the Domestication qualifies as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New Terran Orbital Common Stock pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New Terran Orbital Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations”.
Additionally, the Domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New Terran Orbital Common Stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. As more fully described in the section entitled “Material U.S. Federal Income Tax Considerations,” because of the inherently factual nature of the tests under the applicable Treasury Regulations to determine the applicability of Section 367(b) of the Code to any particular U.S. Holder, the uncertainty regarding the application of certain provisions of the PFIC rules and the inherently factual nature of the PFIC status of Tailwind Two, counsel is unable to opine on the application of the these rules to a U.S. Holder on the receipt of New Terran Orbital Common Stock in exchange for public shares in the Domestication. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state,
 
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local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations.
Q.
Do I have redemption rights?
A.
If you are a holder of Tailwind Two Class A Ordinary Shares, you have the right to request that we redeem all or a portion of your shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the Tailwind Two Class A Ordinary Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Initial Shareholders have agreed, for no consideration, to waive their redemption rights with respect to all of their Tailwind Two Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q.
How do I exercise my redemption rights?
A.
If you are a public shareholder and wish to exercise your right to redeem the Tailwind Two Class A Ordinary Shares, you must:
(i)
hold Tailwind Two Class A Ordinary Shares;
(ii)
submit a written request to Continental, Tailwind Two’s transfer agent, in which you (i) request that we redeem all or a portion of your Tailwind Two Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
(iii)
deliver your Tailwind Two Class A Ordinary Shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 18, 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
The address of Continental, Tailwind Two’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Public Shareholders will be entitled to request, at least two business days prior to the Extraordinary General Meeting, that their Tailwind Two Class A Ordinary Shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding Tailwind Two Class A Ordinary Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders, regardless of whether such Public Shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your
 
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redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of Tailwind Two Class A Ordinary Shares, may not be withdrawn unless the Tailwind Two Board determines (in its sole discretion) to permit such redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, at least two business days prior to the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the Extraordinary General Meeting.
If a holder of Tailwind Two Class A Ordinary Shares properly makes a request for redemption and the Tailwind Two Class A Ordinary Shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the Tailwind Two Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination.
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of New Terran Orbital Common Stock will generally be treated as selling such shares of New Terran Orbital Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of New Terran Orbital Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.
Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will take into account the potential tax consequences of Section 367(b) of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.
Q.
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A.
Following the closing of our Initial Public Offering, an amount equal to $345,000,000 ($10.00 per Tailwind Two Class A Ordinary Share) of the net proceeds from our Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account. As of September 30, 2021, funds in the trust account totaled approximately $345,055,724 and were held in money market funds. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the Tailwind Two Class A Ordinary Shares if we are unable to complete a business combination by March 9, 2023, subject to applicable law.
If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the
 
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balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of New Terran Orbital, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”
Q.
What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A.
Our Public Shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.
If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that 29.3 million Tailwind Two Class A Ordinary Shares held by Public Shareholders (or approximately 85.0% of the Tailwind Two Class A Ordinary Shares outstanding) were redeemed, each of the retained outstanding Public Warrants (which will become New Terran Orbital Public Warrants following the Closing) would each have a market value of approximately $0.3573 per warrant based on the closing price of the Public Warrants on the NYSE on February 7, 2022. If a substantial number of, but not all, Public Shareholders exercise their redemption rights, but choose to exercise their retained warrants once they become exercisable, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional shares of New Terran Orbital Common Stock are issued.
In no event will New Terran Orbital redeem Tailwind Two Class A Ordinary Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financing or if we would not have funds legally available therefor.
Additionally, as a result of redemptions, the trading market for the New Terran Orbital Common Stock may be less liquid than the market for the Tailwind Two Class A Ordinary Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE, Nasdaq or another national securities exchange.
The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in a no redemption scenario, three illustrative redemption scenarios, and a maximum redemption scenario. The sensitivity table below also sets forth (x) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario, and (y) the effective underwriting fee incurred in connection with the Initial Public offering in each redemption scenario.
 
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Assuming No Redemption(1)
Assuming 25% Redemption(2)
Assuming 50% Redemption(3)
Assuming 75% Redemption(4)
Assuming Maximum Redemption(5)
Ownership in
shares
Equity %
Ownership in
shares
Equity %
Ownership in
shares
Equity %
Ownership in
shares
Equity %
Ownership in
shares
Equity %
Stockholders
Terran Orbital Stockholders(6)
112,574,014 68.0% 112,574,014 71.9% 112,574,014 76.2% 112,574,014 81.0% 112,574,014 83.1%
Tailwind Two Public Shareholders
34,500,000 20.9% 25,875,000 16.5% 17,250,000 11.7% 8,625,000 6.2% 5,175,000 3.8%
Tailwind Two Initial Shareholders(7)
8,625,000 5.2% 8,625,000 5.5% 8,625,000 5.8% 8,625,000 6.2% 8,625,000 6.4%
PIPE Investors
5,080,409 3.1% 5,080,409 3.2% 5,080,409 3.4% 5,080,409 3.6% 5,080,409 3.7%
Debt Providers
4,662,217 2.8% 4,486,196 2.9% 4,310,176 2.9% 4,134,155 3.0% 4,063,747 3.0%
Total Shares Outstanding Excluding “Additional Dilution Sources”
165,441,640 100.0% 156,640,619 100.0% 147,839,599 100.0% 139,038,578 100.0% 135,518,170 100.0%
Total Pro Forma Equity Value
Post-Redemptions ($’000)(8)
$ 1,654,416 $ 1,566,406 $ 1,478,396 $ 1,390,386 $ 1,355,182
Total Pro Forma Book Value
Post-Redemptions
($’000)(9)
$ 244,785 $ 171,788 $ 98,791 $ 25,794 $ (3,405)
Pro Forma Book Value Per Share(10)
$ 1.48 $ 1.10 $ 0.67 $ 0.19 $ (0.03)
Assuming No Redemption(1)
Assuming 25% Redemption(2)
Assuming 50% Redemption(3)
Assuming 75% Redemption(4)
Assuming Maximum Redemption(5)
Ownership in
Shares
Equity %(11)
Ownership in
Shares
Equity %(11)
Ownership in
shares
Equity %(11)
Ownership in
shares
Equity %(11)
Ownership in
shares
Equity %(11)
Additional Dilution Sources
New Terran Orbital Warrants
New Terran Orbital Public Warrants
11,500,000 5.2% 11,500,000 5.4% 11,500,000 5.7% 11,500,000 6.0% 11,500,000 6.1%
New Terran Orbital Private Placement Warrants
7,800,000 3.5% 7,800,000 3.7% 7,800,000 3.9% 7,800,000 4.0% 7,800,000 4.1%
 
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Assuming No Redemption(1)
Assuming 25% Redemption(2)
Assuming 50% Redemption(3)
Assuming 75% Redemption(4)
Assuming Maximum Redemption(5)
Ownership in
Shares
Equity %(11)
Ownership in
Shares
Equity %(11)
Ownership in
shares
Equity %(11)
Ownership in
shares
Equity %(11)
Ownership in
shares
Equity %(11)
Subtotal Public and Private Placement Warrants
19,300,000 8.7% 19,300,000 9.1%       19,300,000 9.5% 19,300,000 10.0% 19,300,000 10.2%
Debt Provider Warrants
13,079,345 5.9% 12,450,700 5.9% 11,822,056 5.8% 11,193,412 5.8% 10,941,954 5.8%
Subtotal All Warrants
32,379,345
14.6%
31,750,700
15.0%
      31,122,056
15.4%
30,493,412
15.8%
30,241,954
16.0%
New Terran Restricted Stock Units
15,768,829 7.1% 15,768,829 7.4% 15,768,829 7.8% 15,768,829 8.2% 15,768,829 8.3%
New Terran Options – Gross shares reserved
2,105,557 1.0% 2,105,557 1.0% 2,105,557 1.0% 2,105,557 1.1% 2,105,557 1.1%
New Terran Restricted Stock Units – $11 condition
2,946,150 1.3% 2,946,150 1.4% 2,946,150 1.5% 2,946,150 1.5% 2,946,150 1.6%
New Terran Restricted Stock Units – $13 condition
2,492,905 1.1% 2,492,905 1.2% 2,492,905 1.2% 2,492,905 1.3% 2,492,905 1.3%
Total Additional Dilution Sources
      55,692,786
25.2%
55,064,141
26.0%
      54,435,497
26.9%
53,806,853
27.9%
53,555,395
28.3%
Total Shares Outstanding Excluding Additional Dilution Sources
165,441,640 74.8% 156,640,619 74.0% 147,839,599 73.1% 139,038,578 72.1% 135,518,170 71.7%
Total Shares Outstanding
Including Additional Dilution
Sources
221,134,426 100.0% 211,704,760 100.0% 202,275,096 100.0% 192,845,431 100.0% 189,073,565 100.0%
Assuming No Redemption(1)
Assuming 25% Redemption(2)
Assuming 50% Redemption(3)
Assuming 75% Redemption(4)
Assuming Maximum Redemption(5)
Deferred Discount
Amount ($)
% of Trust
Account(13)
Amount ($)
% of Trust
Account(13)
Amount ($)
% of Trust
Account(13)
Amount ($)
% of Trust
Account(13)
Amount ($)
% of Trust
Account(13)
Effective Deferred Discount ($’000)(12)
$ 12,075 3.5% $ 12,075 4.7% $ 12,075 7.0% $ 12,075 14.0% $ 12,075 23.3%
 
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(1)
This scenario assumes that no Tailwind Two Class A Ordinary Shares are redeemed by the Public Shareholders.
(2)
This scenario assumes that 8,625,000 Tailwind Two Class A Ordinary Shares are redeemed by the Public Shareholders.
(3)
This scenario assumes that 17,250,000 Tailwind Two Class A Ordinary Shares are redeemed by the Public Shareholders.
(4)
This scenario assumes that 25,875,000 Tailwind Two Class A Ordinary Shares are redeemed by the Public Shareholders.
(5)
This scenario assumes that 29,325,000 Tailwind Two Class A Ordinary Shares are redeemed by the Public Shareholders.
(6)
Excludes shares acquired by existing Terran Orbital Stockholders in the PIPE Financing and shares reserved for restricted stock units and options. Includes approximately 0.24 million shares related to the Terran Orbital Warrant True-Up.
(7)
Includes 8,625,000 shares held by the Initial Shareholders originally acquired prior to or in connection with Tailwind Two’s Initial Public Offering (including 75,000 shares held by Tommy Stadlen).
(8)
Pro forma equity value shown at $10.00 per share in the no redemption scenario, the 25% redemption scenario, the 50% redemption scenario, the 75% redemption scenario and the maximum redemption scenario.
(9)
See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value in the no redemption scenario and the maximum redemption scenario. Pro forma book value for the (i) 25% redemption scenario, is the result of (a) the no redemption scenario pro forma book value less (b) 25/85th of the difference between the no redemption scenario pro forma book value and the maximum redemptions scenario pro forma book value, (ii) 50% redemption scenario, is the result of (a) the no redemption scenario pro forma book value less (b) 50/85th of the difference between the no redemption scenario pro forma book value and the maximum redemptions scenario pro forma book value, (iii) 75% redemption scenario, is the result of (a) the no redemption scenario pro forma book value less (b) 75/85th of the difference between the no redemption scenario pro forma book value and the maximum redemptions scenario pro forma book value.
(10)
Pro forma book value per share is a result of pro forma book value divided by total shares outstanding excluding additional dilutive sources.
(11)
The Equity % with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator. For example, in the 50% Redemption Scenario, the Equity % with respect to the New Terran Orbital Public Warrants would be calculated as follows: (a) 11,500,000 shares issuable pursuant to the New Terran Orbital Public Warrants; divided by (b) (i) 147,839,599 shares (the number of shares outstanding excluding the Additional Dilution Sources prior to any issuance pursuant to the New Terran Orbital Public Warrants) plus (ii) 54,435,497 shares included in the Additional Dilution Sources.
(12)
Includes other capital markets advisory fees to be paid upon consummation of the Business Combination.
(13)
The percent of Trust Account with respect to the Deferred Discount is the result of (i) $12.075 million divided by (ii) the result of (a) $345,055,724 (which is the approximate total funds in the Trust Account as of September 30, 2021) multiplied by (b) the following, as applicable: (1) in the no redemption scenario, 100%, (2) in the 25% redemption scenario, 75%, (3) in the 50% redemption scenario, 50%, (4) in the 75% redemption scenario, 25% and (5) in the maximum redemption scenario, 15%.
Q.
What conditions must be satisfied to complete the Business Combination?
A.
The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) approval of the
 
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Business Combination Agreement and the Merger by the Terran Orbital stockholders; (iii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iv) Tailwind Two having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financing; (v) the Net Debt Condition; (vi) the approval by NYSE or Nasdaq of our initial listing application in connection with the Business Combination (also see “Risk Factors — The NYSE or Nasdaq may delist New Terran Orbital’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New Terran Orbital to additional trading restrictions.”); (vii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; (viii) the consummation of the Domestication; (ix) the requisite consents have been obtained from Terran Orbital’s equityholders and noteholders; (x) either (a) the FP Note Purchase Agreement shall have been executed and the financing pursuant to such agreements shall be available to Terran Orbital on the terms provided in the Commitment Letter, or (y) definitive documents shall have been executed by Terran Orbital with respect to alternative financing arrangements mutually acceptable to Terran Orbital and Tailwind Two; and (xi) the absence of a Terran Orbital Material Adverse Effect. Therefore, unless these conditions are waived by both Tailwind Two and Terran Orbital in the case of (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) and by Terran Orbital in the case of (xi), the Business Combination Agreement could terminate and the Business Combination may not be consummated.
For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination.
Q.
When do you expect the Business Combination to be completed?
A.
It is currently expected that the Business Combination will be consummated in the first quarter of 2022. This date depends, among other things, on the approval of the proposals to be put to Tailwind Two Shareholders at the Extraordinary General Meeting. However, such Extraordinary General Meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the Extraordinary General Meeting and we elect to adjourn the Extraordinary General Meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (B) in order to solicit additional proxies from Tailwind Two Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination.
Q.
What happens if the Business Combination is not consummated?
A.
Tailwind Two will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Tailwind Two is not able to consummate the Business Combination with Terran Orbital nor able to complete another business combination by March 9, 2023, in each case, as such date may be extended pursuant to our Existing Governing Documents, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Tailwind Two Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Tailwind Two Class A Ordinary Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
 
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approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.
Q.
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A.
Our shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q.
What do I need to do now?
A.
We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q.
How do I vote?
A.
If you are a holder of record of Tailwind Two Ordinary Shares on February 4, 2022 (the “Record Date”), you may vote in person or virtually at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.
Voting by Mail.   By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on March 21, 2022.
Voting in Person at the Meeting.   If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Extraordinary General Meeting of Tailwind Two.”
Voting Electronically.   You may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/tailwindtwoacquisition/2022 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will
 
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not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Extraordinary General Meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.
Q.
When and where will the Extraordinary General Meeting be held?
A.
The Extraordinary General Meeting will be held at 9:00 a.m., Eastern Time, on March 22, 2022, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, unless the Extraordinary General Meeting is adjourned.
Shareholders may attend the Extraordinary General Meeting in person, however in view of the ongoing COVID-19 pandemic, we are taking precautionary measures in line with the guidance from public health authorities and therefore encourage you to attend the Extraordinary General Meeting virtually. If you wish to attend the Extraordinary General Meeting in person, you must reserve your attendance at least two business days in advance of the Extraordinary General Meeting by contacting Tailwind Two’s investor relations department at Team@TailwindAcquisition.com by 9:00 a.m., Eastern Time, on March 18, 2022 (two business days prior to the meeting date).
Q.
How will the COVID-19 pandemic impact in-person voting at the general meeting?
A.
We intend to hold the Extraordinary General Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/tailwindtwoacquisition/2022, and we encourage you to check this website prior to the meeting if you plan to attend.
Q.
How do I attend the virtual Extraordinary General Meeting?
A.
If you are a registered shareholder, you will receive a proxy card from the Transfer Agent. The form contains instructions on how to attend the virtual Extraordinary General Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual Extraordinary General Meeting starting March 15, 2022 at 9:00 a.m., Eastern Time (five business days prior to the meeting date). Enter the URL address into your browser https:// www.cstproxy.com/tailwindtwoacquisition/2022, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.
Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have access to Internet, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 636285#. Please note that you will not be able to vote or ask questions at the Extraordinary General Meeting if you choose to participate telephonically.
 
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Q.
Will shareholders of Tailwind Two be able to ask questions during the general meeting?
A.
Shareholders of Tailwind Two will be able to ask questions about the Business Combination during the general meeting, as time and restrictions to the meeting format due to the evolving coronavirus (COVID‑19) situation permit.
Q.
What impact will the COVID-19 Pandemic have on the Business Combination?
A.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of Tailwind Two and Terran Orbital, and there is no guarantee that efforts by Tailwind Two and Terran Orbital to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If Tailwind Two or Terran Orbital is unable to recover from a business disruption on a timely basis, the Business Combination and New Terran Orbital’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of Tailwind Two and Terran Orbital may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.
Q.
Who is entitled to vote at the Extraordinary General Meeting?
A.
We have fixed February 4, 2022 as the record date for the Extraordinary General Meeting. If you were a shareholder of Tailwind Two at the close of business on the record date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the Extraordinary General Meeting.
Q.
How many votes do I have?
A.
Tailwind Two Shareholders are entitled to one vote at the Extraordinary General Meeting for each Tailwind Two Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the Extraordinary General Meeting, there were 43,125,000 Tailwind Two Ordinary Shares issued and outstanding, of which 34,500,000 were issued and outstanding Tailwind Two Class A Ordinary Shares.
Q.
What constitutes a quorum?
A.
A quorum of Tailwind Two shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more Tailwind Two Shareholders who together hold not less than a majority of the issued and outstanding Tailwind Two Ordinary Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy at the Extraordinary General Meeting. As of the Record Date for the Extraordinary General Meeting, 21,562,501 Tailwind Two Ordinary Shares would be required to achieve a quorum.
Q.
What vote is required to approve each proposal at the Extraordinary General Meeting?
A.
The following votes are required for each proposal at the Extraordinary General Meeting:
(i)
Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(iii)
Charter Proposal:   The approval of the Charter Proposal requires a special resolution under
 
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Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter at the Extraordinary General Meeting.
(iv)
Advisory Governing Documents Proposals:   The approval, on a non-binding advisory basis, of each of the Advisory Governing Documents Proposals requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The Advisory Governing Documents Proposals are are voted upon on a nonbinding advisory basis only.
(v)
Exchange Proposal:   The approval of the Exchange Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(vi)
Incentive Equity Plan Proposal:   The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(vii)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
Q.
What are the recommendations of the Tailwind Two Board?
A.
The Tailwind Two Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Tailwind Two and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Advisory Governing Documents Proposals, “FOR” the Exchange Proposal, “FOR” the Incentive Equity Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.
The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Tailwind Two and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q.
How do Sponsor and the other Initial Shareholders intend to vote their shares?
A.
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, our Initial Shareholders have agreed to vote all their shares in favor of all the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, our Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates may purchase Tailwind Two Class A Ordinary Shares from institutional and other investors who vote, or indicate an intention to vote, against
 
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any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Tailwind Two Class A Ordinary Shares or vote their Tailwind Two Class A Ordinary Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our Initial Shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, (iii) otherwise limit the number of Tailwind Two Class A Ordinary Shares electing to redeem and (iv) New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.
Entering into any such arrangements may have a depressive effect on the Tailwind Two Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold.
Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Q.
What happens if I sell my Tailwind Two Ordinary Shares before the Extraordinary General Meeting?
A.
The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Tailwind Two Class A Ordinary Shares after the applicable Record Date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. Shareholders may send a later-dated, signed proxy card to our general counsel at our address set forth below so that it is received by our general counsel prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on March 22, 2022) or attend the Extraordinary General Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our general counsel, which must be received by our general counsel prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
 
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Q.
What happens if I fail to take any action with respect to the Extraordinary General Meeting?
A.
If you fail to vote with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder of New Terran Orbital. If you fail to vote with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder of Tailwind Two. However, if you fail to vote with respect to the Extraordinary General Meeting, you will nonetheless be able to elect to redeem your Tailwind Two Class A Ordinary Shares in connection with the Business Combination.
Q.
What should I do if I receive more than one set of voting materials?
A.
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q.
Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A.
Tailwind Two will pay the cost of soliciting proxies for the Extraordinary General Meeting. Tailwind Two has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Tailwind Two has agreed to pay Morrow a fee of $37,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Tailwind Two will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Tailwind Two Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Tailwind Two Class A Ordinary Shares and in obtaining voting instructions from those owners. Tailwind Two’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q.
Where can I find the voting results of the Extraordinary General Meeting?
A.
The preliminary voting results will be announced at the Extraordinary General Meeting. Tailwind Two will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.
Q.
Who can help answer my questions?
A.
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor
Stamford, Connecticut 06902
Individuals call toll-free: (800) 662-5200
Banks and brokers call: (203) 658-9400
E-mail: TWNT.info@investor.morrowsodali.com
You also may obtain additional information about Tailwind Two from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of Tailwind Two Class A Ordinary Shares and you intend to seek redemption of your Tailwind Two Class A Ordinary Shares, you will need to deliver your Tailwind Two Class A Ordinary Shares (either physically or electronically) to Continental, Tailwind Two’s transfer agent, at the address below prior to the Extraordinary General Meeting. Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described
 
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above prior to 5:00 p.m., Eastern Time, on March 18, 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Proxy Services
E-mail: proxy@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.”
Business Summary
Unless otherwise indicated or the context otherwise requires, references in this Business Summary to “we,” “us,” “our” and other similar terms refer to Terran Orbital and its subsidiaries prior to the Business Combination and to New Terran Orbital and its consolidated subsidiaries after giving effect to the Business Combination.
Company Overview
Terran Orbital is a U.S.-based manufacturer, owner and operator of satellites and related space-based solutions that provide Earth observation, data and analytics to defense, intelligence, civil and commercial end users. Through its subsidiary Tyvak Nano-Satellite Systems Inc. (“Terran Orbital Satellite Solutions”), Terran Orbital is a leading provider of next-generation, turnkey satellite solutions focused primarily on the small satellite market. Drawing from over a decade of its satellite solutions and mission support experience, Terran Orbital is developing, through its PredaSAR subsidiary (“Terran Orbital Earth Observation Solutions”), a constellation of NextGen Earth observation (“EO”) satellites using unique Synthetic Aperture Radar (“SAR”) data and electro-optical capabilities to provide EO data and mission solutions that it believes will be distinguished by breadth of coverage, revisit rates and ability to observe and detect during day and night and through clouds and other interference. Terran Orbital is a leader in satellite technology and satellite solutions serving U.S. government defense, intelligence and civil agencies, including the U.S. Department of Defense (the “DoD”), the Space Development Agency (the “SDA”) and the National Aeronautics and Space Administration (“NASA”), as well as aerospace and defense prime contractors, including Lockheed Martin and numerous other governmental and commercial businesses that operate in the high-growth sectors of satellite, space-based solutions.
Terran Orbital Satellite Solutions works with established customers across federal agencies, including the DoD, Intelligence Community and major defense prime contractors. It also supports commercial and academic customers. Through Terran Orbital Satellite Solutions, Terran Orbital currently delivers end-to-end satellite solutions including spacecraft design, development, launch services and on-orbit operations for critical missions across a number of applications in a variety of orbits. Terran Orbital Satellite Solutions has over 65 flight-proven modules and devices which enable Terran Orbital to rapidly respond to customer needs. This deep portfolio of knowledge in design engineering teams has led to the track record of mission success, demonstrated by Terran Orbital Satellite Solutions’ over 80 missions executed. Terran Orbital Satellite Solutions continues to support numerous successful marquee agencies, including NASA and SDA.
In addition, Terran Orbital Earth Observation Solutions has commenced building satellites and intends to continue to develop and launch the largest commercially operated NextGen Earth Observation satellite constellation. Terran Orbital Earth Observation Solutions plans to provide near persistent global coverage and near real-time, mission-critical Earth observation data. Its first constellation of 96 satellites is currently planned to be completed and in-orbit by 2026, with the first satellite expected to launch in 2022. Terran Orbital Earth Observation Solutions’ satellite constellation is projected to achieve under 10-minute average revisit rates (the rate at which a satellite constellation revisits a certain position over Earth, with higher revisit rates allowing more constant monitoring of the Earth’s surface) once fully deployed. Terran Orbital Earth Observation Solutions’ satellite constellation relies on proprietary technology developed and owned by Terran Orbital. The satellites will feature SAR capabilities, which permit day and night observance through clouds and other interference. In addition, Terran Orbital Earth Observation Solutions plans to provide secondary payload solutions and onboard data processing capabilities on its satellite constellation, including sensors,
 
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optical links or other mission solutions. Terran Orbital Satellite Solutions will manufacture Terran Orbital Earth Observation Solutions’ satellite constellation.
Terran Orbital incurred a net loss of $15.7 million and $10.5 million for the years ended December 31, 2019 and December 31, 2020, respectively, has incurred net losses of approximately $58 million from its inception through December 31, 2020 and does not expect to become profitable in the near future and may never achieve profitability. Terran Orbital also expects its operating expenses to increase over the next several years as it scales its operations, increases research and development efforts relating to new offerings and technologies, and hires more employees. Upon consummation of the Business Combination, New Terran Orbital will also have a substantial amount of indebtedness, consisting of approximately $75 million to $200 million of indebtedness under the Francisco Partners Facility and the Terran Orbital Existing Notes (as defined below) at the date of Closing, depending on the percentage of the Tailwind Two Class A Ordinary Shares that are redeemed by shareholders in connection with the Business Combination.
The Parties to the Business Combination
Tailwind Two
Tailwind Two is a blank check company incorporated on November 18, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Tailwind Two has neither engaged in any operations nor generated any revenue to date. Based on Tailwind Two’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On March 9, 2021, Tailwind Two consummated an initial public offering of 34,500,000 Tailwind Two Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Tailwind Two Units, at an offering price of $10.00 per Tailwind Two Unit, and a private placement with the Sponsor of 7,800,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant.
Following the closing of Tailwind Two’s Initial Public Offering, an amount equal to $345,000,000 of the net proceeds from its Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account. The Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of September 30, 2021, funds in the Trust Account totaled approximately $345,055,724 and were held in money market funds. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of Tailwind Two’s initial business combination, (ii) the redemption of any Tailwind Two Class A Ordinary Shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the Tailwind Two Class A Ordinary Shares if Tailwind Two does not complete a business combination by March 9, 2023, or (iii) the redemption of all of the Tailwind Two Class A Ordinary Shares if Tailwind Two is unable to complete a business combination by March 9, 2023, subject to applicable law.
The Tailwind Two Class A Ordinary Shares are currently listed on NYSE under the symbol “TWNT”.
Tailwind Two’s principal executive office is located at 150 Greenwich Street, 29th Floor, New York, NY 10006, and its telephone number is (212) 266-0085. Tailwind Two’s corporate website address is https://twnt.tailwindacquisition.com/. Tailwind Two’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Terran Orbital
Terran Orbital is a Delaware corporation.
 
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Terran Orbital’s principal executive office is located at 6800 Broken Sound Parkway, Suite 200, Boca Raton, Florida 33487, and its telephone number is (561) 988-1704. Terran Orbital’s corporate website address is /www.terranorbital.com. Terran Orbital’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
There is no public market for shares of Terran Orbital common stock.
Merger Sub
Merger Sub is a Delaware corporation and wholly-owned subsidiary of Tailwind Two formed for the purpose of effecting the Business Combination. Merger Sub owns no material assets and does not operate any business.
Merger Sub’s principal executive office is located at 150 Greenwich Street, 29th Floor, New York, NY 10006, and its telephone number is (212) 266-0085.
Proposals to be Put to the Shareholders of Tailwind Two at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the Extraordinary General Meeting of Tailwind Two and certain transactions contemplated by the Business Combination Agreement. Each of the proposals below, except the Advisory Governing Documents Proposals and the Adjournment Proposal, is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting.
As discussed in this proxy statement/prospectus, Tailwind Two is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, among other things, on the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Terran Orbital, with Terran Orbital as the surviving company in the Merger and, after giving effect to such Merger, Terran Orbital shall be a wholly-owned subsidiary of Tailwind Two. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.
After consideration of the factors identified and discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Tailwind Two Board’s Reasons for the Business Combination,” the Tailwind Two Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for Tailwind Two’s Initial Public Offering, including that the businesses of Terran Orbital had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Proposal No. 1 — The Business Combination Proposal.”
Consideration to Terran Orbital Equityholders in the Business Combination
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital
 
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Preferred Stock Conversion and the Terran Orbital Warrant Settlement, in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.
For further details, see “Proposal No. 1 — The Business Combination Proposal — Business Combination Consideration.”
Conditions to Closing of the Business Combination
The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) approval of the Business Combination Agreement and the Merger by the Terran Orbital stockholders; (iii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iv) Tailwind Two having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financing; (v) the Net Debt Condition; (vi) the approval by NYSE or Nasdaq of our initial listing application in connection with the Business Combination (also see “Risk Factors — The NYSE or Nasdaq may delist New Terran Orbital’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New Terran Orbital to additional trading restrictions.”); (vii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; (viii) the consummation of the Domestication; (ix) the requisite consents have been obtained from Terran Orbital’s equityholders and noteholders; (x) either (a) the FP Note Purchase Agreement shall have been executed and the financing pursuant to such agreements shall be available to Terran Orbital on the terms provided in the Commitment Letter, or (y) definitive documents shall have been executed by Terran Orbital with respect to alternative financing arrangements mutually acceptable to Terran Orbital and Tailwind Two; and (xi) the absence of a Terran Orbital Material Adverse Effect. Therefore, unless these conditions are waived by both Tailwind Two and Terran Orbital in the case of (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) and by Terran Orbital in the case of (xi), the Business Combination Agreement could terminate and the Business Combination may not be consummated. For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination.
Domestication Proposal
As discussed in this proxy statement/prospectus, Tailwind Two will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the board of directors of Tailwind Two has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Tailwind Two’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Tailwind Two is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon Domestication, New Terran Orbital will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Existing Governing Documents and the Proposed Certificate of Incorporation. The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”
For further details, see “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 through 8 — The Advisory Governing Documents Proposals.”
 
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The Charter Proposal
Tailwind Two will ask its shareholders to approve the amendment and restatement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Certificate of Incorporation, under the DGCL, including the authorization of the change in authorized share capital as indicated therein and the change of name of Tailwind Two to “Terran Orbital Corporation” We encourage shareholders to carefully consult the information set out below under “Proposal No. 3 — The Charter Proposal” of this proxy statement/prospectus and a complete copy of the Proposed Certificate of Incorporation that is attached hereto as Annex C.
Advisory Governing Documents Proposals
Tailwind Two will ask its shareholders to approve, on a non-binding advisory basis, the following governance proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Certificate of Incorporation and Proposed Bylaws, under the DGCL. The Tailwind Two Board has unanimously approved each of the Advisory Governing Documents Proposals and believes such proposals are necessary to adequately address the needs of New Terran Orbital after the Business Combination. A brief summary of each of the Advisory Governing Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Certificate of Incorporation.

Advisory Governing Documents Proposal A — an amendment to change the authorized share capital of Tailwind Two from US$55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 to (ii) 300,000,000 shares of New Terran Orbital Common Stock, par value $0.0001 per share and 50,000,000 shares of New Terran Orbital Preferred Stock, par value $0.0001 per share.

Advisory Governing Documents Proposal B — an amendment to authorize the New Terran Orbital Board to issue any or all shares of New Terran Orbital Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Terran Orbital Board and as may be permitted by the DGCL.

Advisory Governing Documents Proposal C — an amendment to remove the ability of New Terran Orbital stockholders to take action by written consent in lieu of a meeting.

Advisory Governing Documents Proposal D — certain other changes in connection with the replacement of the Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication, including (i) changing the post-Business Combination corporate name from “Tailwind Two Acquisition Corp.” to “Terran Orbital Corporation” ​(which is expected to occur after the consummation of the Merger), (ii) making New Terran Orbital’s corporate existence perpetual, (iii) electing not to be governed by Section 203 of the DGCL relating to business combinations with interested stockholders, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Tailwind Two Board believes is necessary to adequately address the needs of New Terran Orbital after the Business Combination.

Advisory Governing Documents Proposal E — an amendment to require the affirmative vote of the holders of (i) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital’s stock entitled to vote thereon, and voting as a single class, to amend or repeal the Proposed Bylaws (or a majority of the total voting power of the then-outstanding shares of capital stock of New Terran Orbital entitled to vote on such amendment or repeal, voting together as a single class if the New Terran Orbital Board recommends the approval of such amendment or repeal); (ii) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital’s stock entitled to vote thereon, and voting as a single class, and at least two thirds (2/3) of the then-outstanding shares of each class entitled to vote thereon as a class, voting separately as a class in order to amend or repeal Articles V(1), V(2), VI(3), VII and VIII of the Proposed Certificate of Incorporation; and (iii) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital’s stock entitled to vote thereon, voting as a single class in order to remove a director.
 
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The Proposed Governing Documents differs in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “Advisory Governing Documents Proposals” and the full text of the Proposed Certificate of Incorporation and Proposed Bylaws of New Terran Orbital, attached hereto as Annex C and Annex D, respectively.
Exchange Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Exchange Proposal. The New Terran Orbital Common Stock will be listed on either NYSE (as the Tailwind Two Class A Ordinary Shares are listed) or Nasdaq and, as such, we are seeking shareholder approval for issuance of New Terran Orbital Common Stock in connection with the Business Combination, the Debt Financing and the PIPE Financing pursuant to NYSE Listing Rule 312.03 or Nasdaq Listing Rule 5635, as applicable.
For additional information, see “Proposal No. 9 — The Exchange Proposal.”
Incentive Equity Plan Proposal
Our shareholders are also being asked to approve, by ordinary resolution, the Incentive Equity Plan Proposal. Pursuant to the 2021 Incentive Plan, a number of shares of New Terran Orbital Common Stock equal to 10% of New Terran Orbital Common Stock that are outstanding on an as-converted and as-redeemed basis as of the date immediately following the consummation of the Business Combination will be reserved for issuance under the 2021 Incentive Plan. The 2021 Incentive Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022 and ending on and including January 1, 2031, by 3% of the outstanding number of shares of New Terran Orbital Common Stock on the immediately preceding December 31, or such lesser amount as determined by the Board of New Terran Orbital. For additional information, see “Proposal No. 10 — The Incentive Equity Plan Proposal.” The full text of the 2021 Incentive Plan is attached hereto as Annex E.
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the Extraordinary General Meeting to authorize Tailwind Two to consummate the Business Combination, the Tailwind Two Board may submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates. For additional information, see “Proposal No. 11 — The Adjournment Proposal.”
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.
The Tailwind Two Board’s Reasons for the Business Combination
The Tailwind Two Board, in evaluating the Business Combination, consulted with its management and financial, legal, tax and accounting advisors. In reaching its unanimous resolution (a) that it was fair to and in the best interests of Tailwind Two and the Tailwind Two Shareholders, and that it was advisable, to enter into the Business Combination Agreement and the ancillary documents to which Tailwind Two is or will be a party and to consummate the transactions contemplated thereby (including the Merger), (b) to adopt and approve the execution, delivery and performance by Tailwind Two of the Business Combination Agreement, the ancillary documents to which Tailwind Two is or will be a party and the transactions contemplated thereby (including the Merger), (c) to recommend that the Tailwind Two Shareholders entitled to vote thereon vote in favor of each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and, if applicable, the Adjournment Proposal and (d) to direct that each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity
 
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Plan Proposal and, if applicable, the Adjournment Proposal be submitted to the Tailwind Two Shareholders for approval, the Tailwind Two Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Tailwind Two Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Tailwind Two Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Tailwind Two Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.”
The Tailwind Two Board considered a number of factors pertaining to Terran Orbital and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:
Reliable and recurring revenue model.   The Tailwind Two Board’s belief that Terran Orbital has a highly predictable revenue stream from existing customers. Terran Orbital has also been successful in consistently expanding the scope of its initial customer contracts and attracting follow on orders from existing customers.
Opportunity for sustainable organic growth.   The Tailwind Two Board’s belief that Terran Orbital is a market leader in an attractive and growing industry with an already successful business and strong growth prospects. Terran Orbital’s core business is in the process of scaling and Terran Orbital expects to be able to improve the gross margin of its core business over time. Terran Orbital has made significant investments in its systems and personnel and the Tailwind Two Board believed that as Terran Orbital’s business further scales, this infrastructure may be further leveraged to increase profitability.
Large addressable market.   Terran Orbital competes in a total addressable market estimated at more than $300 billion over the next five years. If Terran Orbital pursues other opportunities in the SAR and small satellite industry, Terran Orbital’s potential addressable market will continue to grow.
Fairness Opinion.   The Tailwind Two Board also reviewed the financial analyses provided by Houlihan Lokey, and the opinion of Houlihan Lokey to the Tailwind Two Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Tailwind Two Board dated October 27, 2021), as to the fairness, from a financial point of view, to Tailwind Two of the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination Agreement. The Tailwind Two Board was not required under the Existing Governing Documents to obtain the fairness opinion but did so as part of its due diligence, evaluation of the Business Combination and to better support its financial evaluation of Terran Orbital which assisted Tailwind Two Board in making their decision that the transaction was attractive and fair to Tailwind Two and its shareholders.
Substantial post-closing economic interest in New Terran Orbital.   If the Business Combination were consummated, Tailwind Two Shareholders (other than Tailwind Two Shareholders that sought redemption of the Tailwind Two Class A Ordinary Shares) would have a substantial economic interest in New Terran Orbital and as a result would have a continuing opportunity to benefit from the success of New Terran Orbital following the consummation of the Business Combination.
Continued Ownership by Sellers.   The Tailwind Two Board considered that Terran Orbital’s existing equityholders would be receiving a significant amount of New Terran Orbital Common Stock as its consideration and that, unless one or more stockholders properly demand appraisal of their shares of Terran Orbital pursuant to Section 262 of the DGCL (and do not fail to perfect, effectively withdraw or otherwise lose their right to appraisal), 100% of the existing equityholders of Terran Orbital are receiving equity interests in New Terran Orbital as set forth in the Business Combination Agreement and related transactions, which would represent approximately 71.1% of the pro forma ownership of the combined company after Closing, assuming none of Tailwind Two’s current Public Shareholders exercise their redemption rights in connection with the Business Combination.
Experienced management team.   The Tailwind Two Board’s belief that Terran Orbital has a strong management team. This management team, led by its Chief Executive Officer, Marc Bell, intends to remain
 
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with New Terran Orbital in the capacity as managers and directors, which is expected to provide important continuity in advancing Terran Orbital’s strategic and growth goals.
Due diligence.   The Tailwind Two Board reviewed and discussed in detail the results of the due diligence examination of Terran Orbital conducted by Tailwind Two’s management team and Tailwind Two’s financial, legal, tax and accounting advisors, which included virtual meetings with the management team and advisors of Terran Orbital regarding Terran Orbital’s business and business plan, operations, prospects and forecasts, valuation analyses with respect to the Business Combination and other material matters, as well general financial, legal, tax and accounting due diligence.
Support of key stockholders.   The fact that (i) key Terran Orbital stockholders representing approximately 90.7% of the then outstanding voting power of Terran Orbital entered into Terran Orbital Holder Support Agreements, demonstrating such Terran Orbital stockholders’ support of the Business Combination, (ii) certain Terran Orbital equityholders committed to invest over $40 million of an aggregate of $50.8 million in the PIPE Financing and (iii) Lockheed Martin and Beach Point have agreed to the Debt Rollover, demonstrating conviction in Terran Orbital business’ continued success and growth following the Business Combination.
Terran Orbital stockholder lock-up.   The fact that stockholders of Terran Orbital have agreed, subject to certain exceptions set forth in the Investor Rights Agreement, to be subject to a six-month lock-up in respect of their shares of New Terran Orbital Common Stock received in the Business Combination (subject to a potential share price trigger release and certain other customary exceptions).
The Francisco Partners Facility.   The fact that Francisco Partners intends to provide the Francisco Partners Facility to Terran Orbital in connection with the Transaction.
Transaction proceeds.   The fact that (i) the Business Combination is expected to provide significant gross proceeds to New Terran Orbital, assuming minimal redemptions by the Tailwind Two Shareholders of their Tailwind Two Ordinary Shares, and (ii) such proceeds are expected to provide sufficient funding required for Terran Orbital’s continuing development.
Other alternatives.   The Tailwind Two Board’s belief that, after a thorough review of other business combination opportunities reasonably available to Tailwind Two, that the Business Combination represents the best potential business combination for Tailwind Two and the most attractive opportunity for Tailwind Two’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential business combination targets, and the Tailwind Two Board’s belief that such process has not presented a better alternative.
Negotiated transaction.   The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between Tailwind Two and Terran Orbital.
The Tailwind Two Board also considered a variety of uncertainties and risks and other potentially negative factors related to Terran Orbital’s business and prospects and related to the Business Combination including, but not limited to, the following:
Risk that benefits may not be achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved (including as a result of difficulty of Terran Orbital to operate as a public company), or may not be achieved within the expected timeframe.
Liquidation of Tailwind Two.   The risks and costs to Tailwind Two if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Tailwind Two being unable to effect a business combination by March 9, 2023 and force Tailwind Two to liquidate.
Redemption risk.   The potential that a significant number of Public Shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Tailwind’s Existing Governing Documents, which would reduce the gross proceeds to New Terran Orbital from the Business Combination, which could hinder New Terran Orbital’s ability to continue its development.
 
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Exclusivity.   The fact that the Business Combination Agreement includes an exclusivity provision that prohibits Tailwind Two from soliciting other business combination proposals, which restricts Tailwind Two’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.
Shareholder vote.   The risk that Tailwind Two’s Shareholders may fail to provide the votes necessary to effect the Business Combination.
Macroeconomic risks.   The risk that the future financial performance of New Terran Orbital may not meet the Tailwind Two Board’s expectations due to factors in New Terran Orbital’s control or out of its control, including business failing to perform, economic cycles or other macroeconomic factors.
Closing conditions.   The fact that completion of the Business Combination and the funding of the Francisco Partners Facility is conditioned on the satisfaction of certain closing conditions that are not within Tailwind Two’s control, including approval by Tailwind Two’s Shareholders, approval by NYSE or Nasdaq of the initial listing application in connection with the Business Combination and the satisfaction of the Net Debt Condition.
Post-Business Combination corporate governance.   The fact that the board of directors of New Terran Orbital will be classified and that all New Terran Orbital directors will not be elected annually.
Litigation.   The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.
Fees and expenses.   The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated, including the quarterly fees to be paid to the Insider PIPE Investor or its affiliate in return for the Insider PIPE Investor’s $30.0 million investment in the PIPE Financing and the vendor agreements requiring $20 million of purchase commitments from two affiliates of AE Industrial Partners over three years in return for AE Industrial Partners entering into the Subscription Agreements.
In addition to considering the factors described above, the Tailwind Two Board also considered other factors including, without limitation:
Interests of Certain Persons.   The Tailwind Two Sponsor and the members of the Tailwind Two Board and executive officers of Tailwind Two have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of Tailwind Two Shareholders generally. The Tailwind Two Board reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Tailwind Two Board the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. In addition, the Tailwind Two Board also considered the conflicts that any director or officer of Tailwind Two had specifically with respect to Terran Orbital or the third-party financing obtained in connection with the Business Combination.
Other risks.   The various risks associated with the Business Combination, the business of Terran Orbital, including New Terran Orbital, and the business of Tailwind Two, as described in the section entitled “Risk Factors” of this proxy statement/prospectus.
The Tailwind Two Board concluded that the potential benefits expected to be received by Tailwind Two and the Tailwind Two Shareholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the Tailwind Two Board unanimously resolved (a) that it was fair to and in the best interests of Tailwind Two and the Tailwind Two Shareholders, and that it was advisable, to enter into the Business Combination Agreement and the ancillary documents to which Tailwind Two is or will be a party and to consummate the transactions contemplated thereby (including the Merger), (b) to adopt and approve the execution, delivery and performance by Tailwind Two of the Business Combination Agreement, the ancillary documents to which Tailwind Two is or will be a party and the transactions contemplated thereby (including the Merger), (c) to recommend that the Tailwind Two Shareholders entitled to vote thereon vote in favor of each of the
 
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Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal and (d) to direct that each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal be submitted to the Tailwind Two Shareholders for approval.
Related Agreements
This section describes certain additional agreements entered into or to be entered into in connection with the Business Combination Agreement. For additional information, see “Proposal No. 1 — The Business Combination Proposal — Other Agreements.”
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, (a) Tailwind Two, (b) the Tailwind Two Sponsor, (c) Terran Orbital and (d) each of Philip Krim, Chris Hollod, Matthew Eby, Tommy Stadlen, Wisdom Lu, Boris Revsin and Michael Kim, each of whom is a member of the Tailwind Two Board and/or management (collectively, the “Insiders”), entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Tailwind Two Sponsor and Tommy Stadlen agreed to: (i) vote in favor of each of the transaction proposals to be voted upon at the Extraordinary General Meeting, including approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger); (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Tailwind Two or any other anti-dilution or similar protection with respect to Tailwind Two (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise); (iii) be bound by certain transfer restrictions with respect to his, her or its shares in Tailwind Two prior to the Closing; and (iv) agreed to be bound by certain covenants and agreements set forth in the Business Combination Agreement. In addition, pursuant to the Sponsor Letter Agreement, subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the closing of the Business Combination, each of Tailwind Two, the Tailwind Two Sponsor and the Insiders have agreed to terminate the lock-up provisions in respect of the Tailwind Two Class B Ordinary Shares that are set forth in Section 5(a) of that certain letter agreement, dated as of March 4, 2021, by and among Tailwind Two, the Tailwind Two Sponsor and the Insiders, which included, among other restrictions, a one year lock-up restriction on the Tailwind Two Class B Ordinary Shares following an initial business combination (subject to certain exceptions). Following the consummation of the Business Combination, the Tailwind Two Sponsor will be subject to the lock-up provisions described in the Investor Rights Agreement.
A copy of the Sponsor Letter Agreement is filed with this proxy statement/prospectus and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, Tailwind Two entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including affiliates of Lockheed Martin, Beach Point and AE Industrial Partners, as well as an affiliate of Mr. Daniel Staton, a director and shareholder of Terran Orbital (the “Insider PIPE Investor”, and together with the PIPE Investors, the “Investors”). Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and Tailwind Two agreed to issue and sell to such Investors, immediately prior to the Closing, an aggregate of 5,080,409 shares of New Terran Orbital Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of approximately $50.8 million (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Tailwind Two will grant the investors in the PIPE Financing certain customary registration rights. Tailwind Two will, within 45 days after the consummation of the Business Combination, file with the SEC a registration statement registering the resale of such shares of New Terran Orbital Common Stock and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof and will not be subject to any form of monetary penalty for its failure to do so.
 
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The Subscription Agreement for the Insider PIPE Investor contains a provision whereby in return for the Insider PIPE Investor’s $30.0 million investment in the PIPE Financing, in addition to the shares to be received by the Insider PIPE Investor in the PIPE Financing, the Insider PIPE Investor or its affiliate will also receive a quarterly fee of $1.875 million for sixteen (16) quarters beginning at the end of the first quarter following the consummation of the Business Combination; the first years’ payments are to be paid in cash and the remaining payments are to be paid, subject to subordination to and compliance with New Terran Orbital’s debt facilities, in cash or stock at the discretion of New Terran Orbital. The Insider PIPE Investor’s investment in the PIPE Financing, in addition to the investments made by the Other PIPE Investors in the PIPE Financing, was intended to provide immediate liquidity to New Terran Orbital upon consummation of the Business Combination as alternative equity financings were not otherwise available. See “Proposal No. 1 — The Business Combination Proposal — Background to the Business Section.” There is no service being provided in connection with the quarterly fees; once all quarterly fees have been paid, the shares to be received by the Insider PIPE Investor in the PIPE Financing will effectively have been issued for no consideration other than the value to New Terran Orbital of the immediate liquidity at consummation of the Business Combination. In addition, in connection with entering into the Subscription Agreement with AE Industrial Partners, Terran Orbital entered into vendor agreements requiring $20 million of purchase commitments from two affiliates of AE Industrial Partners over three years from the Closing Date.
Investor Rights Agreement
Concurrently with the execution of the Business Combination Agreement, Terran Orbital, Tailwind Two, the Tailwind Two Sponsor, Tommy Stadlen, certain of Terran Orbital’s stockholders and other parties thereto, including Daniel Staton, Lockheed Martin, Beach Point and Francisco Partners, entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, such parties were granted certain customary registration rights with respect to their respective Registrable Securities (as defined in the Investor Rights Agreement), in each case, on the terms and subject to the conditions set forth therein. The Investor Rights Agreement provides that New Terran Orbital will grant the investors party thereto certain customary registration rights. New Terran Orbital will, within 45 days after the consummation of the Business Combination, file with the SEC a registration statement registering the resale of such shares of New Terran Orbital Common Stock and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof and will not be subject to any form of monetary penalty for its failure to do so; provided however that other than Francisco Partners, and subject to certain exceptions, the investors shall be subject to a six month lock-up after the consummation of the Business Combination.
Terran Orbital Holder Support Agreements
Concurrently with the execution of the Business Combination Agreement, certain equityholders and noteholders of Terran Orbital (collectively, the “Terran Orbital Holders”) entered into transaction support agreements (collectively, the “Terran Orbital Holder Support Agreements”) with Tailwind Two and Terran Orbital, pursuant to which the Terran Orbital Holders have agreed to, among other things, (i) consent to and vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Business Combination.
Affiliates of Lockheed Martin Corporation (“Lockheed Martin”) and Beach Point Capital (“Beach Point”), each of which are noteholders of Terran Orbital, have each further agreed, conditional upon certain other events, pursuant to the Terran Orbital Holder Support Agreements to, at their option, (a) exchange up to $25.0 million (in the case of Lockheed Martin) and $25.0 million (in the case of Beach Point) of aggregate principal amount of senior secured notes due 2026 (the “Existing Notes”) outstanding issued by Terran Orbital pursuant to the Note Purchase Agreement, dated as of March 8, 2021, by and among Terran Orbital, the guarantors party thereto, the purchasers party thereto and Lockheed Martin, as authorized representative (as amended, the “Existing Note Purchase Agreement”), for the same principal amount of debt to be issued under, and governed by, a new loan agreement or note purchase agreement or (b) keep outstanding such amounts (up to $25.0 million (in the case of Lockheed Martin) and $25.0 million (in the case of Beach Point) of aggregate principal amount of Existing Notes outstanding) under the Existing Note Purchase Agreement, in each case of (a) or (b), such debt shall have substantially similar terms as the terms of the Francisco Partners Facility (as defined below), except that such replacement loans
 
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or notes will not have call protection ((a) and/or (b) collectively, the “Debt Rollover”). The $25.0 million Debt Rollover from Beach Point will be available upon the Closing, and up to $25.0 million Debt Rollover from Lockheed Martin will be available ratably with the availability of the Conditional Notes (as defined below) depending on the percentage of Tailwind Two Class A Ordinary Shares that are redeemed by shareholders in connection with the Business Combination.
Upon funding of the Pre-Combination Notes (as defined below) on November 24, 2021, each of Lockheed Martin and Beach Point shall receive from Terran Orbital penny warrants to purchase shares of common stock of Terran Orbital equal to 0.25% of the fully diluted shares of Terran Orbital on the same valuation and terms and conditions as provided to Francisco Partners in connection with the Pre-Combination Notes. In the event of the consummation of the Business Combination, such warrants shall terminate and each holder shall receive in lieu thereof (1) shares of New Terran Orbital Common Stock equal to 0.25% of the fully diluted shares of New Terran Orbital Common Stock as of immediately following the Closing plus (2) warrants to purchase New Terran Orbital Common Stock with respect to 0.83333% of the fully diluted shares of New Terran Orbital Common Stock as of immediately following the Closing at a strike price of $10.00 per share (the “LM/BP New Terran Warrants”).
The Terran Orbital Holder Support Agreements with each of Lockheed Martin and Beach Point generally provide that the applicable Terran Orbital Holder may, in relevant part, terminate its obligations under its respective Terran Orbital Holder Support Agreement in the event of (i) any amendment, waiver or modification of the Business Combination Agreement without such holder’s prior written consent that has the effect of (A) decreasing the merger consideration to be paid in the Business Combination, (B) changing the form of such merger consideration, or (C) imposing any material restrictions or additional material conditions on the consummation of the Business Combination or the payment of such merger consideration or otherwise in a manner material and adverse to such holder, or (ii) any amendment, waiver or modification in a manner adverse to such holder of the Investor Rights Agreement (as defined below), any Subscription Agreement (as defined below) to which such holder is a party, the FP Note Purchase Agreement (as defined below) or any other agreement related to transactions contemplated by the Business Combination to which such holder is a party or under which such holder has rights without such holder’s prior written consent.
Amendment to Existing Note Purchase Agreement
Pursuant to the terms of the relevant Terran Orbital Holder Support Agreements, on November 24, 2021 Lockheed Martin and Beach Point entered into the fifth amendment to the Existing Note Purchase Agreement (the “Fifth Amendment”) pursuant to which, as Required Purchasers under and as defined in the Existing Note Purchase Agreement, they, among other things, consented to Terran Orbital incurring obligations related to the Pre-Combination Notes (as defined below) under the FP Note Purchase Agreement (as defined below), aligning cash interest payments prior to March 8, 2024 with the terms of cash interest payments under the FP Note Purchase Agreement and the entry into a first lien intercreditor agreement.
Francisco Partners Note Purchase Agreement
On November 24, 2021 (the “FP NPA Closing Date”), Terran Orbital entered into a note purchase agreement (the “FP Note Purchase Agreement”) with Wilmington Savings Fund Society, FSB, as agent, certain managed funds or investment vehicles of FP Credit Partners, L.P., as the purchasers, and the guarantors from time to time party thereto to provide for the issuance and sale of senior secured notes in an aggregate principal amount up to $150.0 million (the “Francisco Partners Facility”), consisting of (i) $30.0 million of senior secured notes which were drawn on the FP NPA Closing Date (the “Pre-Combination Notes”) and (ii) up to an additional $120.0 million senior secured notes that are drawable at Closing (the “Combination Notes”), up to $100.0 million of which will be available in whole or in part (the “Conditional Notes”) depending on the percentage of Class A ordinary shares of Tailwind Two that are redeemed by shareholders in connection with the Business Combination; by way of illustration, 100% of the Conditional Notes will be available if holders of 85% of the issued and outstanding shares of Tailwind Two exercise their redemption rights and 25% of the Conditional Notes will be available if holders of 25% of the issued and outstanding shares of Tailwind Two exercise their redemption rights, with other amounts being available based on different percentages of redemptions. The other $20.0 million of the Combination
 
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Notes is available at Closing regardless of the percentage of Class A ordinary shares of Tailwind Two that are redeemed. The Francisco Partners Facility has (i) a five-year maturity, bearing interest at a rate of 9.25% per annum (subject to increase in the event that (i) the Business Combination Agreement is terminated or (ii) the Business Combination fails to occur by the later of (x) April 28, 2022 and (y) to the extent extended pursuant to the Business Combination Agreement to a date no later than May 16, 2022, the Termination Date (as defined in the Business Combination Agreement as amended) (an “Enhanced Protection Event”)), (ii) an original issue discount (OID) of $5.0 million, which was paid on the FP NPA Closing Date and (iii) call protection. The availability of the Combination Notes is subject to the satisfaction of certain conditions as set forth in the FP Note Purchase Agreement.
The obligations under the Francisco Partners Facility are guaranteed by Tyvak Nano-Satellite Systems, Inc., and PredaSAR Corporation as of the FP NPA Closing Date, and will be guaranteed by each wholly-owned U.S. Subsidiary established, created or acquired by Terran Orbital after the FP NPA Closing Date and by New Terran Orbital following the consummation of the Business Combination (the “Guarantors”), subject to certain exceptions. The obligations are secured by substantially all assets of Terran Orbital and the Guarantors, subject to customary exceptions.
The Francisco Partners Facility requires Terran Orbital and its subsidiaries to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non- ordinary course asset sales or other dispositions of property and any extraordinary receipts, subject to the ability to reinvest such proceeds and certain other exceptions, and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted by the FP Note Purchase Agreement. Terran Orbital may prepay the Francisco Partners Facility at any time (i) in whole or in part if an Enhanced Protection Event has not occurred subject to a customary make-whole premium for any voluntary prepayment prior to the date that is 12 months following the FP NPA Closing Date (the “Callable Date”), followed by a call premium of (x) 3.0% on or prior to the first anniversary of the Callable Date, (y) 2.00% after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) thereafter at par and (ii) in whole if an Enhanced Protection Event has occurred, subject to payment of customary breakage costs and a customary make-whole premium for any voluntary prepayment prior to the maturity date.
The Francisco Partners Facility contains certain customary affirmative covenants, negative covenants and events of default. In addition, commencing with the first fiscal quarter ending after the Closing Date, the Francisco Partners Facility has a liquidity maintenance financial covenant that, subject to certain conditions, requires that as of the last day of each fiscal quarter, New Terran Orbital, Terran Orbital and its subsidiaries have an aggregate amount of unrestricted cash and cash equivalents of at least the greater of (a) $20,000,000 and (b) an amount equal to 15% of the total funded indebtedness of New Terran Orbital, Terran Orbital and its subsidiaries.
Upon funding of the Pre-Combination Notes on November 24, 2021, certain affiliates of Francisco Partners received from Terran Orbital penny warrants, which may be exercised within 30 days following the termination of the Merger Agreement, to purchase shares of common stock of Terran Orbital equal, in the aggregate, to 1.5% of the fully diluted shares of Terran Orbital. In the event of the consummation of the Business Combination, such warrants shall terminate and certain affiliates of Francisco Partners will be issued, immediately following the Closing, (1) a number of shares of New Terran Orbital Common Stock equal to 1.5% of the fully diluted shares of New Terran Orbital Common Stock outstanding as of immediately following the Closing, plus (2) an additional 1.0 million shares of New Terran Orbital Common Stock. In addition, as consideration for entering into the FP Note Purchase Agreement, certain affiliates of Francisco Partners will be issued warrants to purchase New Terran Orbital Common Stock consisting, in the aggregate, of 5.0% of New Terran Orbital Common Stock on a fully diluted basis as of immediately following the Closing at a strike price of $10.00 per share, redeemable at the option of Francisco Partners for $25.0 million in cash on the third anniversary of the Closing Date (the “FP New Terran Warrants” and together with the LM/BP New Terran Warrants, the “Debt Provider Warrants”).
Ownership of New Terran Orbital
As of the date of this proxy statement/prospectus, there are (i) 34,500,000 Tailwind Two Class A Ordinary Shares issued and outstanding and (ii) 8,625,000 Tailwind Two Class B Ordinary Shares issued and outstanding. As of the date of this proxy statement/prospectus, there is outstanding 7,800,000 Private
 
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Placement Warrants held by the Sponsor and 11,500,000 Public Warrants. Each whole warrant entitles the holder thereof to purchase one Tailwind Two Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New Terran Orbital Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that no Tailwind Two Class A Ordinary Shares redeemed in connection with the Business Combination), Tailwind Two’s fully-diluted share capital would be 62,425,000 Tailwind Two Ordinary Shares.
The following table illustrates varying ownership levels in New Terran Orbital Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 112,574,014 shares of New Terran Orbital Common Stock are issued to the holders of securities of Terran Orbital at Closing, which would be the number of shares of New Terran Orbital Common Stock issued to these holders if Closing were to occur on February 9, 2022; (ii) 4,662,217 shares of New Terran Orbital Common Stock are issued to the Debt Providers; (iii) 5,080,409 shares of New Terran Orbital Common Stock are issued in the PIPE Financing; (iv) no Public Warrants, Private Placement Warrants or Debt Provider Warrants issued in connection with the Business Combination to purchase New Terran Orbital Common Stock that will be outstanding immediately following Closing have been exercised; (v) no options to purchase New Terran Orbital Common Stock outstanding as of February 9, 2022 have been exercised; and (vi) no restricted stock and restricted stock unit awards that will be outstanding immediately following Closing have been converted into common stock. Based on these assumptions, and assuming that no outstanding Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 165,441,640 shares of New Terran Orbital Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Terran Orbital will be different.
Pursuant to the Business Combination Agreement, the consideration to be received by the Terran Orbital equityholders in connection with the Business Combination will be an aggregate number of shares of New Terran Orbital Common Stock equal to (i) $1,300.0 million plus (x) $2,051,999, which reflects the estimated aggregate exercise price of all options of Terran Orbital with a post-closing exercise price of less than $10.00 per share if such options were exercised in full and (y) the estimated aggregate exercise price of all warrants of Terran Orbital which are settled in cash instead of shares upon the exercise of such warrants, in each case at the consummation of the Business Combination, divided by (ii) $10.00.
Share Ownership in New Terran Orbital(1)
No redemptions
Maximum
redemptions(2)
Percentage of
Outstanding Shares
Percentage of
Outstanding Shares
Tailwind Two public shareholders(3)
20.9%
3.8%
Tailwind Two’s Initial Shareholders(4)
5.2%
6.4%
PIPE Investors(5)
3.1%
3.7%
Debt Providers(6)
2.8%
3.0%
Current Terran Orbital Stockholders(7)
68.0%
83.1%
(1)
The number of shares of New Terran Orbital Common Stock issued to the holders of securities of Terran Orbital at Closing will fluctuate based on the Exchange Ratio. As of February 9, 2022, assuming all such options and warrants are exercised for common stock on a “net settled” (i.e., cash-less exercise basis), the Exchange Ratio would be 27.578.
(2)
Assumes that 29.3 million shares of Tailwind Two Class A Ordinary Shares are redeemed for an aggregate payment of approximately $293 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. This redemption scenario is based on the maximum number of redemptions that may occur but which would still satisfy the conditions of the FP Financing and the Net Debt Condition in connection with the closing of the Business Combination assuming a hypothetical closing date of February 9, 2022.
(3)
Excludes shares acquired by certain public investors in connection with the PIPE Financing.
 
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(4)
Includes 8,625,000 shares held by the Initial Shareholders originally acquired prior to or in connection with Tailwind Two’s Initial Public Offering (including 75,000 shares held by Tommy Stadlen).
(5)
Includes shares acquired by existing Terran Orbital Stockholders and Public Shareholders in the PIPE Financing.
(6)
Includes shares issued to the Debt Providers in connection with the debt financing, but excludes shares acquired by the Debt Providers in the PIPE Financing or held as existing Terran Orbital Stockholders.
(7)
Excludes shares acquired by existing Terran Orbital Stockholders in the PIPE Financing. Includes approximately 0.24 million shares related to the Terran Orbital Warrant True-Up.
For further details, see “Proposal No. 1 — The Business Combination Proposal — Consideration to Terran Orbital Equityholders in the Business Combination.”
Date, Time and Place of Extraordinary General Meeting of Tailwind Two’s Shareholders
The Extraordinary General Meeting of Tailwind Two, will be held at 9:00 a.m., Eastern Time, on March 22, 2022, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, to consider and vote upon the proposals to be put to the Extraordinary General Meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, each of the Condition Precedent Proposals have not been approved.
Voting Power; Record Date
Tailwind Two Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Tailwind Two Ordinary Shares at the close of business on February 4, 2022, which is the “record date” for the Extraordinary General Meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the record date, there were 43,125,000 Tailwind Two Ordinary Shares issued and outstanding, of which 34,500,000 were issued and outstanding Tailwind Two Class A Ordinary Shares.
Quorum and Vote of Tailwind Two Shareholders
A quorum of Tailwind Two Shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy at the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, 21,562,501 Tailwind Two Ordinary Shares would be required to achieve a quorum.
The Initial Shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” for more information related to the Sponsor Letter Agreement.
The proposals presented at the Extraordinary General Meeting require the following votes:
(i)
Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of
 
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the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(iii)
Charter Proposal:   The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter at the Extraordinary General Meeting.
(iv)
Advisory Governing Documents Proposals:   The approval, on a non-binding advisory basis, of each of the Advisory Governing Documents Proposals requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(v)
Exchange Proposal:   The approval of the Exchange Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(vi)
Incentive Equity Plan Proposal:   The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
(viii)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.
Redemption Rights
Pursuant to the Existing Governing Documents, a public shareholder may request of Tailwind Two that New Terran Orbital redeem all or a portion of its Tailwind Two Class A Ordinary Shares for cash, out of funds legally available therefor, if the Business Combination is consummated. As a holder of Tailwind Two Class A Ordinary Shares, you will be entitled to receive cash for any Tailwind Two Class A Ordinary Shares to be redeemed only if you:
(i)
hold Tailwind Two Class A Ordinary Shares;
(ii)
submit a written request to Continental, Tailwind Two’s transfer agent, in which you (i) request that New Terran Orbital redeem all or a portion of your Tailwind Two Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the Tailwind Two Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your Tailwind Two Class A Ordinary Shares to Continental, Tailwind Two’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m. Eastern Time on March 18, 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public Shareholders may elect to redeem all or a portion of the Tailwind Two Class A Ordinary Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Tailwind Two Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the Tailwind Two Class A Ordinary Shares that it holds and timely delivers its shares to Continental, Tailwind Two’s transfer agent, New Terran Orbital will redeem
 
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such Tailwind Two Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding Tailwind Two Class A Ordinary Shares. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its Tailwind Two Class A Ordinary Shares for cash and will no longer own Tailwind Two Class A Ordinary Shares. The redemption takes place following the Domestication and accordingly it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Tailwind Two — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Tailwind Two Class A Ordinary Shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Initial Shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Tailwind Two Class B Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” for more information related to the Sponsor Letter Agreement.
Appraisal Rights
Tailwind Two Shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Tailwind Two has engaged Morrow to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Tailwind Two — Revoking Your Proxy.”
Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of the Tailwind Two Board to vote in favor of approval of the Business Combination Proposal, you should keep in mind that the Initial Shareholders, including Tailwind Two’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of Tailwind Two shareholders generally. These interests include, among other things, the interests listed below:

the fact that our Initial Shareholders have agreed, for no consideration, not to redeem any Tailwind Two Class A Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

the fact that the Sponsor paid an aggregate of $25,000 for the 8,625,000 Tailwind Two Class B Ordinary Shares currently owned by the Initial Shareholders and such securities will have a significantly higher value at the time of the Business Combination;
 
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the fact that the Initial Shareholders paid $11,700,000 for its Private Placement Warrants, and that those Private Placement Warrants would be worthless if a business combination is not consummated by March 9, 2023;

the fact that the Initial Shareholders (and Tailwind Two’s officers and directors who are members of the Sponsor) has invested in Tailwind Two an aggregate of $11,725,000, comprised of the $25,000 purchase price for 8,625,000 Founder Shares and the $11,700,000 purchase price for 7,800,000 Private Placement Warrants. Subsequent to the initial purchase of the Founder Shares by the Sponsor, the Sponsor transferred 75,000 Founder Shares to Mr. Tommy Stadlen at a nominal purchase price of $0.003 per Founder Share prior to the closing of the Initial Public Offering. Assuming a trading price of $9.89 per Tailwind Two Class A Ordinary Share and $0.3573 per Tailwind Two Public Warrants (based upon the respective closing prices of the Tailwind Two Class A Ordinary Shares and the Tailwind Two Public Warrant on the NYSE on February 7, 2022), the 8,625,000 Founder Shares and 7,800,000 Private Placement Warrants would have an implied aggregate market value of $88,088,190. Even if the trading price of the shares of New Terran Orbital Common Stock were as low as $1.36 per share, the aggregate market value of the Founder Shares alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in Tailwind Two by the Initial Shareholders. As a result, the Initial Shareholders are likely to be able to make a substantial profit on their investment in Tailwind Two at a time when shares of New Terran Orbital Common Stock have lost significant value. On the other hand, if Tailwind Two liquidates without completing a business combination before March 9, 2023, the Initial Shareholders will likely lose their entire investment in Tailwind Two;

the fact that the Sponsor and Tailwind Two’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other Tailwind Two shareholders experience a negative rate of return in the post-business combination company;

the fact that the Initial Shareholders and Tailwind Two’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Tailwind Two fails to complete an initial business combination by March 9, 2023;

the fact that the Investor Rights Agreement has been entered into by the Sponsor and Mr. Tommy Stadlen (provided that the Investor Rights Agreement provides that Mr. Stadlen is entitled to have any shares of New Terran Orbital Common Stock held by him registered for resale on a resale shelf registration statement following consummation of the Business Combination);

the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to Tailwind Two in an aggregate amount of up to $1,500,000 may be converted into private placement warrants in connection with the consummation of the Business Combination;

the continued indemnification of Tailwind Two’s directors and officers and the continuation of Tailwind Two’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

the fact that the Sponsor and Tailwind Two’s officers and directors will lose their entire investment in Tailwind Two and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by March 9, 2023. As of the date of this proxy statement/prospectus there are no outstanding out-of-pocket expenses for which the Sponsor and Tailwind Two’s officers and directors are awaiting reimbursement;

the fact that if the Trust Account is liquidated, including in the event Tailwind Two is unable to complete an initial business combination by March 9, 2023, the Sponsor has agreed to indemnify Tailwind Two to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by
 
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the claims of prospective target businesses with which Tailwind Two has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Tailwind Two, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

the fact that Tailwind Two may be entitled to distribute or pay over funds held by Tailwind Two outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing.
The Initial Shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their Tailwind Two Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Tailwind Two Class B Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” in the proxy statement/prospectus for more information related to the Sponsor Letter Agreement.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, (iii) otherwise limit the number of Tailwind Two Class A Ordinary Shares electing to redeem and (iv) New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.
Entering into any such arrangements may have a depressive effect on the Tailwind Two Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
 
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The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Tailwind Two and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Recommendation to Shareholders of Tailwind Two
The Tailwind Two Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Tailwind Two and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Exchange Proposal, “FOR” the Incentive Equity Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.
The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Tailwind Two and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination assuming a Closing Date of September 30, 2021, and (i) assuming that no Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination (“No Redemption”) and (ii) assuming that 29,325,000 Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination (“Maximum Redemption”).
No Redemption
Source of Funds(1)
(in millions)
Uses(1)
(in millions)
Estimated Transaction
Existing Cash held in Trust Account(2)
$ 345.0
Fees and Expenses(4)
$ 51.8
PIPE Financing
$ 50.8
Repayment of Senior Notes
$ 67.3
Pre-Combination Notes
$ 30.0
Cash to Balance Sheet
$ 347.4
Conditional Notes
$ 20.0
Senior Note Rollover
$ 25.0
Senior Note Rollover
$ 25.0
Cash on Balance Sheet(3)
$ 20.7
Total Sources
$ 491.5
Total Uses
$ 491.5
Maximum Redemption
Source of Funds(1)
(in millions)
Uses(1)
(in millions)
Existing Cash held in trust account(2)
$ 345.0 Estimated Transaction
Fees and Expenses(4)
$ 51.8
PIPE Financing
$ 50.8
Repayment of Senior Notes
$ 42.3
Pre-Combination Notes
$ 30.0
Cash to Balance Sheet
$ 179.1
Conditional Notes
$ 120.0
Senior Note Rollover
$ 50.0
 
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Source of Funds(1)
(in millions)
Uses(1)
(in millions)
Senior Note Rollover
$ 50.0
Shareholder Redemptions(5)
$ 293.3
Cash on Balance Sheet(3)
$ 20.7
Total Sources
$ 616.5
Total Uses
$ 616.5
(1)
Totals might be affected by rounding.
(2)
As of September 30, 2021.
(3)
Represents the aggregate cash on the unaudited consolidated balance sheets of Tailwind Two and Terran Orbital as of September 30, 2021.
(4)
Represents the total estimated transaction fees and expenses incurred by Tailwind Two and Terran Orbital as part of the Business Combination (including the FP Financing original issue discount and estimated premium for director & officer tail insurance).
(5)
Assumes the maximum number of Tailwind Two Class A Ordinary Shares that can be redeemed, while still satisfying the Net Debt Condition assuming a hypothetical closing of the transaction on February 9, 2022.
Material U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “Material U.S. Federal Income Tax Considerations.”
Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Tailwind Two Class A Ordinary Shares as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New Terran Orbital immediately following the Domestication will be the same as those of Tailwind Two Class A Ordinary Shares immediately prior to the Domestication.
The Business Combination
The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America, or GAAP. Under this method of accounting, Tailwind Two Class A Ordinary Shares has been treated as the “acquired” company for financial reporting purposes. The determination is primarily based on the evaluation of the following facts and circumstances taking into consideration both the no redemption and maximum redemption scenario:

The pre-combination equityholders of Terran Orbital will hold the majority of voting rights in New Terran Orbital;

The pre-combination equityholders of Terran Orbital will have the right to appoint the majority of the directors on the New Terran Orbital Board;

Senior management of Terran Orbital will comprise the senior management of New Terran Orbital; and

Operations of Terran Orbital will comprise the ongoing operations of New Terran Orbital.
Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Terran Orbital with the Business Combination being treated as the equivalent of Terran Orbital issuing stock for the net assets of Tailwind Two Class A Ordinary Shares, accompanied by a recapitalization. The net assets of Tailwind Two Class A Ordinary Shares will be stated at historical costs, with no goodwill or other intangible assets recorded.
 
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Opinion of the Financial Advisor to Tailwind Two
On October 27, 2021, Houlihan Lokey orally rendered its opinion to the Tailwind Two Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Tailwind Two Board dated October 27, 2021), as to the fairness, from a financial point of view, to Tailwind Two of the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination Agreement.
Houlihan Lokey’s opinion was directed to the Tailwind Two Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to Tailwind Two of the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination Agreement and did not address any other aspect or implication of the Business Combination or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex K to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Tailwind Two Board, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Business Combination or otherwise, including, without limitation, whether holders of Tailwind Two Class A Ordinary Shares should redeem their shares or whether any party should participate in the PIPE Financing.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Tailwind Two portion of the Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. Pursuant to the HSR Act and the rules thereunder, if the FTC or the Antitrust Division has questions with respect to the transactions, the parties may pull and refile their HSR filings that would result in an additional 30 calendar day review. If the FTC or the Antitrust Division issues a request for “additional information and documentary materials, a Second Request, the waiting period with respect to the transactions will be extended for an additional period of 30 calendar days, or a different time period if agreed by the parties, after the date on which the filing parties each certify compliance with the Second Request, which can take significant time. On November 12, 2021 Tailwind Two and Terran Orbital filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination.
At any time before or after consummation of the Business Combination, notwithstanding termination or expiration of the waiting period under the HSR Act, the applicable competition authorities in the U.S. or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Terran Orbital’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Tailwind Two cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Tailwind Two cannot assure you as to its result.
None of Tailwind Two and Terran Orbital are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
 
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Emerging Growth Company
Tailwind Two 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 of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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. Tailwind Two 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, Tailwind Two, 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 Tailwind Two’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Tailwind Two’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.
Risk Factors
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should carefully read and consider the factors described under “— Risk Factors Summary” and “Risk Factors.”
Risk Factors Summary
The transactions described in this proxy statement/prospectus involve various risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The following is a summary of some of these risks.
Risks Relating to Terran Orbital’s Reliance on Government Contracts

Terran Orbital relies indirectly on contracts with U.S. government entities for a substantial portion of its revenues, and its business is concentrated in a small number of primary contracts. The loss or reduction in scope of any one of Terran Orbital’s primary contracts would materially reduce Terran Orbital’s revenue.
 
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Terran Orbital has government customers, which subjects it to risks including early termination, audits, investigations, sanctions and penalties.

Disruptions in U.S. government operations and funding could have a material adverse effect on Terran Orbital’s revenues, earnings and cash flows and otherwise adversely affect Terran Orbital’s financial condition.

Terran Orbital’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

Changes in U.S. government policy regarding use of commercial data or space infrastructure / mission providers, or material delay or cancellation of certain U.S. government programs, may have a material adverse effect on Terran Orbital’s revenue and its ability to achieve its growth objectives.

Terran Orbital is subject to the U.S. Government’s security requirements, including the DoD’s National Industrial Security Program Operating Manual, for its facility and personnel security clearances, which are prerequisites to its ability to perform on classified contracts and work for the U.S. Government.

Some of Terran Orbital’s contracts with the U.S. Government may be classified or entail classified work, which may limit investor insight into portions of its business.

The U.S. Government could invoke the Defense Production Act (“DPA”) and require that Terran Orbital accept and prioritize contracts for materials deemed necessary for national defense, regardless of loss incurred on such business.
Other Risks Related to the Business and Industry of Terran Orbital

Terran Orbital is an early-stage company with a history of losses and may not achieve or maintain profitability.

Terran Orbital has a limited operating history and operates in a rapidly evolving industry, which makes it difficult to evaluate its business and future prospects and increases the risk of your investment.

Terran Orbital’s ability to successfully implement its business plan will depend on a number of factors outside of its control.

Terran Orbital may not be able to convert its orders in backlog or the sales opportunities represented in its pipeline into revenue.

If Terran Orbital fails to manage its future growth effectively, its business, prospects, operating results and financial condition may be materially adversely affected.

Terran Orbital Earth Observation Solutions’ satellite constellation, including the SAR technology and satellite bus size, are under design and development, have not been built or launched by it before and may not be completed on time or at all, may not work properly, and the costs associated with it may be greater than expected. There is technology, development and cost risk associated with Terran Orbital Earth Observation Solutions’ satellites that if not successfully managed will have a significant impact on Terran Orbital’s ability to successfully deploy and commercialize Terran Orbital Earth Observation Solutions’ business.

Because Terran Orbital’s satellites are complex and are deployed in complex environments, Terran Orbital’s satellites may have defects that are discovered only after full deployment to space, which could seriously harm Terran Orbital’s business. Terran Orbital’s customized hardware and software may be difficult and expensive to service, upgrade and replace.

Terran Orbital’s products could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies, regulatory compliance issues, or events outside of its control, which would harm its business and reputation.

Terran Orbital’s satellites have a limited life and may fail prematurely, which would materially and adversely affect its business, prospects and potential profitability.
 
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Terran Orbital will incur significant expenses and capital expenditures in the future to execute its business plan and expand satellite solutions and develop its mission and data solutions within Terran Orbital Earth Observation Solutions, in particular the development of its NextGen Earth Observation constellation, and it may by unable to adequately control its expenses.

A failure to successfully finance, open and operate the Space Florida Facility could harm Terran Orbital’s business, financial condition and results of operations. This expansion may not be achieved on time or within Terran Orbital’s projected budget and may otherwise not provide the capability that Terran Orbital seeks.

Rapid and significant technological changes or advancements in competitors’ offerings could render the NextGen Earth Observation constellation and Terran Orbital’s Satellite Solutions offerings obsolete and impair its ability to compete.

Terran Orbital’s satellites may collide with space debris or another spacecraft, which could adversely affect the performance of any satellites it builds and places in orbit, including those satellites in its NextGen Earth Observation constellation.

The future revenue and operating results of Terran Orbital’s business are dependent on its ability to generate a sustainable order rate for the satellite manufacturing operations and develop new technologies to meet the needs of its customers or potential new customers.

Following the completion of the Business Combination, including the PIPE Financing and the Debt Financings, Terran Orbital may still require substantial additional funding to finance its operations, but adequate additional financing may not be available when it needs it, on acceptable terms or at all. If Terran Orbital cannot raise additional funds when needed, its operations and prospects could be negatively affected.

The historical financial results of Terran Orbital and its unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus may not be indicative of what its actual financial position or results of operations would have been.

Terran Orbital derives a substantial portion of its revenue from Lockheed Martin. If Lockheed Martin changes its business strategy or reduces or eliminates its demand for Terran Orbital’s products and services, Terran Orbital’s business, prospects, operating results and financial condition could be adversely affected.

Terran Orbital’s strategic cooperation agreement with Lockheed Martin is not a firm order for services and gives Lockheed Martin priority rights, including over satellite manufacturing, and Terran Orbital may not receive the anticipated revenue from this agreement or may be required to prioritize Lockheed Martin over other customers or delay its plans to build out the NextGen Earth Observation constellation, either of which could adversely affect Terran Orbital’s operating performance and result in a loss of expected revenue.

Terran Orbital relies on third parties for a supply of equipment, satellite and other components, including semiconductor chip components, and services which creates risks to its operations. In addition, any future delays in delivery could adversely affect its financial performance and future prospects.

Terran Orbital and its suppliers rely on complex systems and components, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

The ongoing COVID-19 pandemic and future pandemics and health crises may disrupt Terran Orbital’s operations and affect its ability to successfully complete the research and development of its NextGen Earth Observation constellation on a timely basis.

Terran Orbital is dependent on third-party launch vehicles to launch its satellites and payloads into space and any delay could have an adverse impact on Terran Orbital’s financial condition and results of operations. Price increases from these third-party launch providers could negatively impact Terran Orbital’s business model and profitability. Additionally, errors or defects in launch services provided by these launch service providers could have a material adverse impact on Terran Orbital’s reputation and future prospects.
 
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Terran Orbital relies on a limited number of suppliers for certain materials and supplied components. It may not be able to obtain sufficient materials or supplied components to meet its manufacturing and operating needs, or obtain such materials or components on favorable terms or at all, which could impair its ability to fulfill its orders in a timely manner or increase its costs of production. Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact it.

Terran Orbital’s business plans are predicated on its ability to vertically integrate its production process, bringing certain component manufacturing processes in-house (for example, the production of printed circuit boards) which it does not produce today and which it may not be able to successfully or cost-effectively produce in the future.

Terran Orbital may be negatively affected by global economic conditions or geopolitical factors.

Terran Orbital may experience setbacks during its commercial and government satellite missions, which could have a material adverse effect on its business, financial condition and results of operation and could harm its reputation.

Terran Orbital’s business may be adversely affected if it is unable to protect its intellectual property from unauthorized use by third parties.

Terran Orbital’s intellectual property may become subject to claims that its devices or services violate the patent or intellectual property rights of others, which could be costly and disruptive to Terran Orbital’s business.

Any significant disruption in or unauthorized access to Terran Orbital’s computer systems and other information technology or those of its customers, partners and other third parties that it utilizes in its operations, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact its business.

Security problems with Terran Orbital’s networks, data processing systems, software products, and those systems or services of its third-party providers may be vulnerable to security risks, could cause increased cyber-security protection costs and general service costs, harm its reputation, and result in liability and increased expense for litigation, regulatory fines and diversion of management time.

System security and data breaches or cyber security incidents, as well as cyber-attacks could disrupt and damage Terran Orbital’s business, reputation and brand and substantially harm its business and results of operations.

The market may not accept Terran Orbital’s Earth Observation solutions products and services.

Natural disasters, acts of God, unusual weather conditions, epidemic outbreaks, terrorist acts, supply chain interruptions and political events could disrupt Terran Orbital’s business, including its vehicle launch schedules.

Terran Orbital’s employees and independent contractors may engage in misconduct or other improper activities, which could have an adverse effect on Terran Orbital’s business, prospects, financial condition and operating results.

Terran Orbital’s revenue, results of operations and reputation may be negatively impacted if its programs fail to meet contractual requirements or its products contain defects or fail to operate in the expected manner.

Satellites are subject to construction and launch delays, launch failures, damage or destruction during launch, the occurrence of which can materially and adversely affect Terran Orbital’s operations. Terran Orbital may not be able to secure the launch of its satellites successfully or in a timely manner. Loss of a satellite during launch could delay or impair Terran Orbital’s ability to offer services or reduce Terran Orbital’s expected potential revenues, and launch insurance, even if it is available, will not fully cover this risk.

Competition within Terran Orbital’s markets and bid protests may affect its ability to win new contracts and result in reduced revenues and market share.
 
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