Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
21 Marzo 2022 - 2:07PM
Edgar (US Regulatory)
Filed by Tailwind Two
Acquisition Corp. (Commission File No. 001-40170)
Pursuant to Rule 425
under the Securities Act of 1933
And Deemed Filed under
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 a social media post first made available on March 21,
2022.
Join Terran
Orbital Senior Vice President, Defense & Intelligence Systems Mike Moran at SATELLITE Conference and
Exhibition 2022 today, Monday, March 21 at 3:15pm ET as he discusses Synthetic Aperture Radar!
#SAR #TerranOrbital #SatShow
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 the world’s largest, most advanced NextGen Earth Observation constellation
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.
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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