United States securities and exchange commission logo
May 18, 2022
Gary Hobart
Chief Financial Officer
Terran Orbital Corp
6800 Broken Sound Parkway, Suite 200
Boca Raton, Florida, 33487
Re: Terran Orbital Corp
Registration
Statement on Form S-1
Filed April 22,
2022
File No. 333-264447
Dear Mr. Hobart:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed April 22, 2022
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
shares and/or warrants
being registered for resale. Highlight any differences in the current
trading price, the
prices that the Sponsor, private placement investors, PIPE investors, and
other selling
securityholders acquired their shares and warrants, and the price that the
public securityholders
acquired their shares and warrants. Disclose that while the
Sponsor, private
placement investors, PIPE investors, and other selling securityholders
may experience a
positive rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they
purchased due to
differences in the purchase prices and the current trading price. Please
also disclose the
potential profit the selling securityholders will earn based on the current
Gary Hobart
FirstName LastNameGary Hobart
Terran Orbital Corp
Comapany
May NameTerran Orbital Corp
18, 2022
May 18,
Page 2 2022 Page 2
FirstName LastName
trading price. Lastly, please include appropriate risk factor
disclosure.
Cover Page
2. For each of the shares and warrants being registered for resale,
disclose the price that the
selling securityholders paid for such shares and warrants.
3. Disclose the exercise price(s) of the warrants compared to the market
price of the
underlying securities. If the warrants are out the money, please
disclose the likelihood
that warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
4. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. Highlight the
significant negative impact
sales of shares on this registration statement could have on the
public trading price of the
common stock.
Risk Factors, page 12
5. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even though the
current trading price is
at or significantly below the SPAC IPO price, the private investors
have an incentive to
sell because they will still profit on sales because of the lower
price that they purchased
their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 68
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
7. Please disclose whether you entered into any forward purchase or other
agreements
that provide certain investors with the right to sell back shares to
the company at a fixed
price for a given period after the closing date of the business
combination. If so, please
revise to discuss the risks that these agreements may pose to other
holders if you are
required to buy back the shares of your common stock as described
therein. For example,
discuss how such forced purchases would impact the cash you have
available for other
Gary Hobart
Terran Orbital Corp
May 18, 2022
Page 3
purposes and to execute your business strategy.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 77
8. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants because
of the disparity
between the exercise price of the warrants and the current trading price
of the common
stock, expand your discussion of capital resources to address any changes
in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering on
the company s ability
to raise additional capital.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202)
551-3454 with
any questions.
Sincerely,
FirstName LastNameGary Hobart
Division of
Corporation Finance
Comapany NameTerran Orbital Corp
Office of
Manufacturing
May 18, 2022 Page 3
cc: Jonathan R. Pavlich
FirstName LastName