United States securities and exchange commission logo





                              May 18, 2022

       Gary Hobart
       Chief Financial Officer
       Terran Orbital Corp
       6800 Broken Sound Parkway, Suite 200
       Boca Raton, Florida, 33487

                                                        Re: Terran Orbital Corp
                                                            Registration
Statement on Form S-1
                                                            Filed April 22,
2022
                                                            File No. 333-264447

       Dear Mr. Hobart:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed April 22, 2022

       General

   1.                                                   Revise your prospectus
to disclose the price that each selling securityholder paid for the
                                                        shares and/or warrants
being registered for resale. Highlight any differences in the current
                                                        trading price, the
prices that the Sponsor, private placement investors, PIPE investors, and
                                                        other selling
securityholders acquired their shares and warrants, and the price that the
                                                        public securityholders
acquired their shares and warrants. Disclose that while the
                                                        Sponsor, private
placement investors, PIPE investors, and other selling securityholders
                                                        may experience a
positive rate of return based on the current trading price, the public
                                                        securityholders may not
experience a similar rate of return on the securities they
                                                        purchased due to
differences in the purchase prices and the current trading price. Please
                                                        also disclose the
potential profit the selling securityholders will earn based on the current
 Gary Hobart
FirstName  LastNameGary Hobart
Terran Orbital Corp
Comapany
May        NameTerran Orbital Corp
     18, 2022
May 18,
Page 2 2022 Page 2
FirstName LastName
         trading price. Lastly, please include appropriate risk factor
disclosure.
Cover Page

2.       For each of the shares and warrants being registered for resale,
disclose the price that the
         selling securityholders paid for such shares and warrants.
3.       Disclose the exercise price(s) of the warrants compared to the market
price of the
         underlying securities. If the warrants are out the money, please
disclose the likelihood
         that warrant holders will not exercise their warrants. Provide similar
disclosure in the
         prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
         cash proceeds associated with the exercises of the warrants are
dependent on the stock
         price. As applicable, describe the impact on your liquidity and update
the discussion on
         the ability of your company to fund your operations on a prospective
basis with your
         current cash on hand.
4.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. Highlight the
significant negative impact
         sales of shares on this registration statement could have on the
public trading price of the
         common stock.
Risk Factors, page 12

5.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         common stock. To illustrate this risk, disclose the purchase price of
the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding. Also disclose that even though the
current trading price is
         at or significantly below the SPAC IPO price, the private investors
have an incentive to
         sell because they will still profit on sales because of the lower
price that they purchased
         their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 68

6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock.
7.       Please disclose whether you entered into any forward purchase or other
agreements
         that provide certain investors with the right to sell back shares to
the company at a fixed
         price for a given period after the closing date of the business
combination. If so, please
         revise to discuss the risks that these agreements may pose to other
holders if you are
         required to buy back the shares of your common stock as described
therein. For example,
         discuss how such forced purchases would impact the cash you have
available for other
 Gary Hobart
Terran Orbital Corp
May 18, 2022
Page 3
      purposes and to execute your business strategy.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 77

8.    In light of the significant number of redemptions and the unlikelihood
that the company
      will receive significant proceeds from exercises of the warrants because
of the disparity
      between the exercise price of the warrants and the current trading price
of the common
      stock, expand your discussion of capital resources to address any changes
in the
      company   s liquidity position since the business combination. If the
company is likely to
      have to seek additional capital, discuss the effect of this offering on
the company   s ability
      to raise additional capital.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202)
551-3454 with
any questions.



                                                             Sincerely,
FirstName LastNameGary Hobart
                                                             Division of
Corporation Finance
Comapany NameTerran Orbital Corp
                                                             Office of
Manufacturing
May 18, 2022 Page 3
cc:       Jonathan R. Pavlich
FirstName LastName