Filed pursuant to Rule 424(b)(7)
Registration No. 333-264447
PROSPECTUS SUPPLEMENT
(to Prospectus dated
June 23, 2022)
Terran Orbital Corporation
Up to 140,155,860 Shares of Common Stock
Up to 7,800,000 Warrants to Purchase Shares of Common Stock at $11.50 per Share
Up to 11,055,606 Warrants to Purchase Shares of Common Stock at $10.00 per Share
Up to 19,299,960 Shares of Common Stock Underlying Warrants to Purchase at $11.50 per Share
Up to 11,055,606 Shares of Common Stock Underlying Warrants to Purchase at $10.00 per Share
This prospectus supplement supplements the prospectus dated June 23, 2022 (as supplemented, the Prospectus), which forms a
part of our registration statement on Form S-1 (No. 333-264447). This prospectus supplement is being filed to update and supplement the information in the Prospectus
solely for the purpose of including Selling Securityholders (as defined below) who have acquired shares of our common stock (as defined below) from certain existing selling securityholders previously named in the Prospectus.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the
Prospectus (the Selling Securityholders) of (A) up to 140,155,860 shares of our common stock, par value $0.0001 per share (our common stock), consisting of (i) up to 5,080,409 shares of our common stock (the
PIPE Shares) issued at a purchase price of $10.00 per share in a private placement pursuant to subscription agreements each entered into on October 28, 2021 (the PIPE Financing); (ii) up to 8,100,000 shares of our common
stock (the Founder Shares) issued in connection with the consummation of the Business Combination (as defined in the Prospectus), in exchange for Class B ordinary shares originally issued at a price of approximately $0.003 per share
in a private placement to Tailwind Two Sponsor LLC (the Sponsor) and Tommy Stadlen; (iii) up to 94,952,441 shares of our common stock issued or issuable to certain Selling Securityholders that are former stockholders and equity
award holders of Terran Orbital (the Legacy Terran Orbital equity holders) in connection with or as a result of the consummation of the Business Combination, consisting of (a) up to 83,481,806 shares of our common stock originally
issued to Legacy Terran Orbital stockholders at a weighted-average purchase price of approximately $0.29 per share, after giving effect to the exchange ratio in the Business Combination; (b) up to 82,616 shares of our common stock issuable upon
the exercise of certain options with a weighted-average exercise price of $1.41 per share; and (c) up to 11,388,019 shares of our common stock that certain Legacy Terran Orbital equity holders have the right to receive upon the settlement of
outstanding vested and unvested restricted stock unit awards upon certain conditions; (iv) up to 8,420,569 shares of our common stock issued to certain debt holders pursuant to a stock and warrant purchase agreement, which were originally
issued as non-cash consideration for entering into the Francisco Partners Facility (as defined in this prospectus) and Rollover Notes (as defined in this prospectus); (v) up to 7,800,000 shares of our common
stock issuable upon the exercise of the private placement warrants (as defined below); (vi) up to 11,055,606 shares of our common stock issuable upon the exercise of the debt provider warrants (as defined below); and (vii) up to 4,746,835
shares of our common stock issuable pursuant to the subscription agreement for the Insider PIPE Investor (as defined below) (with the total shares of our common stock referenced in this clause (A) being referred to herein as the Total
Resale Shares); (B) up to 7,800,000 warrants (the private placement warrants) originally issued in a private placement to the Sponsor at a price of