Filed by Tailwind Two Acquisition Corp. (Commission File No. 001-40170)

 

Pursuant to Rule 425 under the Securities Act of 1933

 

And Deemed Filed und Rule 14a-12 under the Securities Exchange Act of 1934

 

Subject Company: Terran Orbital Corporation

 

This filing relates to the proposed business combination between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Tailwind Two”), and Terran Orbital Corporation, a Delaware corporation (“Terran Orbital”), pursuant to the terms of an Agreement and Plan of Merger, dated as of October 28, 2021 (as it may be amended, supplemented or otherwise modified from time to time), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Tailwind Two, and Terran Orbital.

 

The following is an email distributed on March 16, 2022, by Republic, a capital markets advisor to Tailwind Two.

 

Hi [firstname],

 

Outer space has been at the forefront of the news cycle for over a year now. NASA’s Mars rover, Perseverance, made landfall last February. Jeff Bezos went to the edge of space and back in July. A probe entered the Sun’s atmosphere for the first time this past December.

 

We’re living through an era of bold exploration and new discovery. Yet with the tragic events currently unfolding in Ukraine, experts are focused on one of the most critically important areas in space tech: satellites.

 

It’s never been more apparent that governments worldwide need advanced, on-demand surveillance imagery in order to anticipate and prevent national security threats. In order to have that - according to the U.S. Space Development Agency - there may be 50,000 satellites in orbit in the next 10 years.

 

Last week, we hosted a webinar with three of the top experts in space tech: Cody Willard, a hedge fund manager with investments in multiple space companies; Marc Bell, co-founder and CEO of Terran Orbital; and General Roger Teague, an Air Force Space Command veteran who now acts as CEO of PredaSAR, a Terran Orbital corporation.

 

Watch Marc Bell discuss the use of SAR technology and its potential impact in Ukraine as well as how it’s utilized for surveillance and decision-making here.

 

Check out these other quick clips from the webinar:

 

Marc Bell on what it takes to build new satellites
Marc Bell on manufacturing satellites in house + supply chain impact
Marc Bell on building the largest satellite assembly facility

 

Related, Terran Orbital and Tailwind Two (TWNT) announced yesterday that Terran Orbital’s wholly owned subsidiary, Tyvak Nano Satellite Systems, Inc., was awarded a contract by Lockheed Martin to build 42 satellites for the Space Development Agency's Tranche 1 Transport Layer, the Initial Warfighting Capability Tranche of the National Defense Space Architecture (NDSA). Read more here.

 

Interested in learning more? Check out the full webinar here or our article on how you can invest here.

 

To the moon,

Republic

 

 

 

 

About Tailwind Two Acquisition Corp.

 

Tailwind Two is a blank check company “for founders, by founders” – formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more founder-led businesses in a sector being disrupted by technological change. Tailwind Two’s management team and directors have invested extensively in founder-run businesses, with notable success in the space industry. Tailwind Two is led by Chairman Philip Krim, and Co-Chief Executive Officers Chris Hollod and Matt Eby. In addition to the members of its management team and board of directors, Tailwind Two has assembled an Advisory Board that will help position Tailwind Two as the value-add partner of choice for today’s leading entrepreneurs.

 

About Terran Orbital

 

Terran Orbital Corporation is a leading vertically integrated provider of end-to-end satellite solutions. Terran Orbital combines satellite design, production, launch planning, mission operations and in-orbit support to meet the needs of the most demanding military, civil and commercial customers. In addition, Terran Orbital is developing one of the largest, most advanced NextGen Earth Observation constellations to provide persistent, real-time earth imagery. Learn more at www.terranorbital.com.

 

Important Information and Where to Find It

 

In connection with the proposed business combination with Terran Orbital, Tailwind Two filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as amended or supplemented through the date hereof, the "Registration Statement") containing a definitive proxy statement/prospectus (the "Proxy Statement/Prospectus"). The Registration Statement has been declared effective by the SEC and has been mailed to Tailwind Two's shareholders. This communication does not contain all the information that should be considered concerning the potential transaction and is not intended to form the basis of any investment decision or any other decision in respect of the potential transaction. Tailwind Two's shareholders and other interested persons are advised to read the Proxy Statement/Prospectus and other documents filed in connection with the potential transaction, as these materials will contain important information about Terran Orbital, Tailwind Two and the potential transaction. Shareholders will also be able to obtain copies of the Proxy Statement/Prospectus and other documents filed with the SEC, without charge at the SEC's website sec.gov.

 

Participants in the Solicitation

 

Tailwind Two and its directors and executive officers may be deemed participants in the solicitation of proxies from Tailwind Two's shareholders with respect to the potential transaction. A list of the names of those directors and executive officers and a description of their interests in Tailwind Two is contained in Tailwind Two's final prospectus relating to its initial public offering dated March 8, 2021, which was filed with the SEC and is available free of charge at the SEC's web site at www.sec.gov. Additional information regarding the interests of such participants is contained in the Proxy Statement/Prospectus. Terran Orbital and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from Tailwind Two's shareholders in connection with the potential transaction. A list of the names of such directors and executive officers and information regarding their interests in the potential transaction are included in the Proxy Statement/Prospectus.

 

Non-Solicitation

 

This communication and any oral statements made in connection with this communication shall not constitute an offer, nor a solicitation of an offer, of the sale or purchase of any securities, nor shall any securities of Terran Orbital or Tailwind Two be offered or sold, in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the SEC nor any state securities commission has approved or disapproved of the transactions contemplated hereby or determined if this communication is truthful or complete. Any representation to the contrary is a criminal offense. Nothing in this communication constitutes investment, tax or legal advice or a recommendation regarding any securities. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and you must make your own decisions and perform your own independent investment and analysis of the potential transactions.

 

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Special Note Regarding Forward-Looking Statements

 

This communication includes certain forward-looking statements, estimates, and projections provided by Terran Orbital that reflect management's views regarding the anticipated future financial and operating performance of Terran Orbital. Forward-looking statements are statements that are not historical, including statements regarding operational and financial plans, terms and performance of Terran Orbital and other projections or predictions of the future. Forward looking statements are typically identified by such words as "project," "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should," and "could" and similar expressions. Such statements, estimates, and projections reflect numerous assumptions concerning anticipated results. Forward-looking statements in this communication may include, for example; statements about Terran Orbital's industry and market sizes; future opportunities; expectations and projections concerning future financial and operational performance and results of Terran Orbital; and the potential transactions, including items such as the implied enterprise value, ownership structure, the amount of redemption requests made by Tailwind Two's shareholders, the ability of Tailwind Two to issue equity or equity-linked instruments in connection with the potential transactions or in the future, the likelihood and ability of the parties to successfully consummate the potential transactions, and those factors set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements; Market Ranking and Other Industry Data" in the Proxy Statement/Prospectus. As these assumptions may or may not prove to be correct and there are numerous factors which will affect Terran Orbital's actual results (many of which are beyond Terran Orbital's control), there can be no assurances that any projected results are attainable or will be realized. Terran Orbital and Tailwind Two disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law. Terran Orbital's actual results may differ materially from those set forth in this communication. Accordingly, no representations are made as to the accuracy, reasonableness or completeness of such statements, estimates, or projections.

 

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