United States securities and exchange commission logo
January 24, 2022
Chris Hollod
Co-Chief Executive Officer
Tailwind Two Acquisition Corp.
150 Greenwich Street, 29th Floor
New York, New York 10006
Re: Tailwind Two
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed January 4,
2022
File No. 333-261378
Dear Mr. Hollod:
We have reviewed your amended registration statement and have the
following
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.
Unless we note
otherwise, our references to prior comments are to comments in our
December 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed January 4,
2022
Terran Orbital relies on third parties for a supply of equipment, page
54
1. Please revise the
disclosure in this risk factor to clarify whether Terran Orbital has been
materially impacted by
recent supply chain issues, such as those affecting the
semiconductor industry.
The Proposed Certificate of Incorporation, page 99
2. Your revisions in
response to prior comment 12 do not address whether the provision
applies to claims
arising under the Exchange Act. Similarly, your proposed articles of
incorporation does not
address whether the provision applies to claims under the
Exchange Act. Please
disclose whether the provision applies to such claims, the related
Chris Hollod
FirstName LastNameChris Hollod
Tailwind Two Acquisition Corp.
Comapany
January 24,NameTailwind
2022 Two Acquisition Corp.
January
Page 2 24, 2022 Page 2
FirstName LastName
risks to investors and any uncertainty about enforceability. In that
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder. If this provision does not apply to actions arising under
the Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents states
this clearly.
Background to the Business Combination, page 125
3. We note your revisions in response to prior comment 15. Please expand
to clarify why the
level of interest in the PIPE was inadequate, such as lack of investor
interest and the
underlying reasons communicated. Also discuss whether, and if so how,
your Board
considered that in determining to approve the transaction.
Certain Terran Orbital Projected Financial Information, page 141
4. We note your response to prior comment 16. Please clarify how the
assumptions relate to
the forecasted financial information and quantify the assumptions that
were used. For
example, quantify the "expected growth in the market" mentioned in the
last bullet point
on page 142. Also, revise to clarify the assumptions beyond year three
and quantify the
assumptions to the extent practicable. In addition, disclose in
greater detail the extent to
which third-party sources were relied on in determining the forecasts,
identify the sources
and disclose how that information resulted in the forecasts disclosed
on page 143.
2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Balance
Sheet as of September 30, 2021, page 204
5. We have read your response to prior comment twenty-one. You disclosed
that the fair
value of the liability was estimated using the discounted cash flow
valuation method
applied to the sixteen quarterly payments due to the Insider PIPE
Investor with a discount
rate based on an estimated credit rating of CCC. Please revise your
footnote to disclose
the actual discount rate used in your fair value calculation.
Critical Accounting Policies and Estimates
Fair Value Measurements, page 257
6. We have read your response to prior comment twenty-eight. You indicate
that the
valuation of your common stock has been determined using an option
pricing model,
which considers the discounted cash flow method, guideline
publicly-traded company
method, guideline transaction method, and market calibration method.
Please provide the
following:
Please help us understand how you used an option pricing model to
determine the
valuation of your common stock. Please address any significant
assumptions or
estimates used to allocate fair value to your common stock; and
Please also disclose your considerations of the discounted cash
flow method,
Chris Hollod
Tailwind Two Acquisition Corp.
January 24, 2022
Page 3
guideline publicly-traded company method, guideline transaction
method and market
calibration method. Please disclose how these valuation methods were
used in
determining the fair value of your common stock. Please address any
significant
assumptions or estimates used in your determination of fair value.
Please disclose
whether the results of your various valuation methods were weighted
in
determining your enterprise value.
Executive and Director Compensation of Terran Orbital, page 261
7. Please update your compensation disclosure to reflect the most recently
completed fiscal
year.
General
8. We note your response to prior comment 31. Please revise to clarify why
the Board
considered obtaining the fairness opinion as part of its due diligence
and evaluation of the
business combination. It is unclear from your disclosure why, like many
other similar
business combinations, your Board did not evaluate the transaction
without obtaining such
an opinion.
9. While we note your revisions in response to prior comment 32, it
continues to be unclear
what services, if any, will be provided for the "fee." If none, state so
directly and ensure
your disclosure states clearly, if true, that the shares will be issued
for essentially no
consideration.
You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or
John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other
questions.
Sincerely,
FirstName LastNameChris Hollod
Division of
Corporation Finance
Comapany NameTailwind Two Acquisition Corp.
Office of
Manufacturing
January 24, 2022 Page 3
cc: Christian O. Nagler, Esq.
FirstName LastName