Tailwind Two Acquisition Corp.

A cash price of $0.25 a share is one of the most complete value destructions in the de-SPAC record, crystallised in a sale to the company's largest customer. This filing states no figure for what the Tailwind Two trust once held per share, so the loss against original capital cannot be computed from it. Approval ends the investment definitively; the alternative is dissenting and pursuing appraisal. The advisory vote on executive payments at closing sits awkwardly beside that outcome for holders.

$0.25 per share in cash is the entire outcome for a company that reached the public market through a SPAC, so this document is where that result is finally stated to holders. The merger cannot be completed unless holders of a majority of the outstanding shares entitled to vote approve it, which means abstentions and unvoted shares count against. Holders also vote, on a nonbinding advisory basis, on compensation payable to named executive officers in connection with the merger. The meeting date, time, record date and proxy solicitor are all left blank in this preliminary version.

The count still rests on an assumed closing date that has passed: up to 116,584,429 shares go to Terran Orbital's security holders at an exchange ratio of approximately 27.704, expressly computed on the assumption that the Business Combination were to occur on November 26, 2021, months before this amendment. Whatever the ratio resolves to at the real closing, it will not be this one. A further 2,431,299 shares cover assumed options, vested or unvested, and up to 20,598,155 cover outstanding and unvested restricted stock awards and units.

The consideration figures are pegged to a closing date that had already passed. Footnote (1) sizes up to 116,584,429 shares to Terran Orbital security holders at an exchange ratio of approximately 27.704, expressly assuming the business combination occurred on November 26, 2021 — two months before this amendment was filed — with up to 2,431,299 shares for assumed options and up to 20,598,155 for restricted stock and restricted stock unit awards on the same ratio. The remaining 34,500,000 Class A and 8,625,000 Class B shares are Tailwind Two's own capital converting in the Domestication.

The share line mixes the SPAC's own capital with consideration and with employee overhang: 34,500,000 Class A shares from the initial public offering and 8,625,000 founder Class B shares convert in the Domestication, up to 116,584,429 shares go to Terran Orbital's securityholders at an assumed exchange ratio of approximately 27.704, and behind those sit up to 2,431,299 shares on assumed options and up to 20,598,155 on restricted stock and unit awards. The ratio assumes the combination occurred on November 26, 2021, a date already past at filing.

Most of the registered stock is target consideration, and it is expressly dated to this filing: up to 116,584,429 shares go to the security holders of Terran Orbital Corporation at an assumed exchange ratio of approximately 27.704, computed on the assumption that the Business Combination were to occur on November 26, 2021, so the count moves with the actual closing date. A further 2,431,299 shares cover assumed Terran Orbital options, vested or unvested, and up to 20,598,155 cover outstanding and unvested restricted stock awards and units.