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As filed with the Securities and Exchange Commission on November 26, 2021

No. 333-[•]

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150 Greenwich Street, 29th Floor

New York, New York 10006

Tel.: (212) 266-0085

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Chris Hollod

Co-Chief Executive Officer

150 Greenwich Street, 29th Floor

New York, New York 10006

Tel.: (212) 266-0085

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

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Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

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The Tailwind Two Class A Ordinary Shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “TWNT.” Tailwind Two will apply for listing, to be effective at the time of the Business Combination, of New Terran Orbital Common Stock on NYSE or the Nasdaq Stock Market LLC (“Nasdaq”) under the proposed symbol “LLAP.” It is a condition of the consummation of the Business Combination that Tailwind Two receive confirmation from NYSE or Nasdaq that New Terran Orbital has been listed or approved for listing on NYSE or Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that Tailwind Two will obtain such approval from NYSE or Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

The accompanying proxy statement/prospectus provides shareholders of Tailwind Two with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Tailwind Two. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], 2022, and is first being mailed to Tailwind Two’s shareholders on or about [•], 2022.

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TAILWIND TWO ACQUISITION CORP.

150 Greenwich Street, 29th Floor

New York, New York 10006

Dear Tailwind Two Acquisition Corp. Shareholders:

You are cordially invited to attend the extraordinary general meeting of Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Tailwind Two”), at [•] a.m., Eastern Time, on [•], 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Extraordinary General Meeting”).

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as defined below), on the Closing Date prior to the Effective Time (each as defined in the accompanying proxy statement/prospectus), among other things, (i) all of the outstanding shares of Tailwind Two will be converted into common stock of a domesticated Delaware corporation, (ii) each issued and outstanding whole warrant to purchase Tailwind Two Class A Ordinary Shares will be converted into a warrant to purchase one share of New Terran Orbital Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Tailwind Two Warrant Agreement; and (iii) the governing documents of Tailwind Two will be amended and restated. On the Closing Date at the Effective time, after giving effect to the Merger (as defined below), Tailwind Two will change its name to “Terran Orbital Corporation.” As used in the accompanying proxy statement/prospectus, “New Terran Orbital” refers to Tailwind Two after giving effect to the Domestication and the Business Combination.

At the Extraordinary General Meeting, Tailwind Two shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Agreement and Plan of Merger (and the transactions contemplated thereby) dated as of October 28, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (“Terran Orbital”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (the “Business Combination”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Tailwind Two entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “Other PIPE Investors”) and

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an affiliate of Mr. Daniel Staton, a director and shareholder of Terran Orbital (the “Insider PIPE Investor”, and together with the Other PIPE Investors, the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Tailwind Two has agreed to issue and sell to the PIPE Investors, an aggregate of 5,080,409 shares of New Terran Orbital Common Stock at a price of $10.00 per share, for aggregate gross proceeds of approximately $50.8 million (the “PIPE Financing”). In return for the Insider PIPE Investor’s $30.0 million investment in the PIPE Financing, in addition to the shares to be received by the Insider PIPE Investor in the PIPE Financing, the Insider PIPE Investor or its affiliate will also receive a quarterly fee of $1.875 million for sixteen (16) quarters beginning at the end of the first quarter following the consummation of the Business Combination; the first years’ payments are to be paid in cash and the remaining payments are to be paid, subject to subordination to and compliance with New Terran Orbital’s debt facilities, in cash or stock at the discretion of New Terran Orbital. In addition, in connection with entering into the Subscription Agreement with AE Industrial Partners, Terran Orbital entered into vendor agreements requiring $20 million of purchase commitments from two affiliates of AE Industrial Partners over three years from the Closing Date. The shares of New Terran Orbital Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New Terran Orbital will grant the PIPE Investors and Francisco Partners, Beach Point and Lockheed Martin certain registration rights in connection with the Debt Rollover (as defined below) (the Francisco Partners Facility and the Debt Rollover collectively, "Debt Financing"), respectively. The PIPE Financing and the Debt Financing (portions to be funded at closing) are contingent upon, among other things, the substantially concurrent closing of the Business Combination.

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon (a) a proposal to approve the Domestication (the “Domestication Proposal”), (b) the proposed new certificate of incorporation of New Terran Orbital upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Certificate of Incorporation”), which is referred to herein as the “Charter Proposal”, (c) on a non-binding advisory basis, proposals related to material differences between Tailwind Two’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the Proposed Certificate of Incorporation and proposed new bylaws of New Terran Orbital upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which are referred to herein collectively as the “Advisory Governing Documents Proposals,” (d) a proposal to approve, for purpose of complying with NYSE Listing Rule 312.03 or Nasdaq Listing Rule 5635, as applicable, the issuance of New Terran Orbital Common Stock in connection with the Business Combination and the PIPE Financing and the Debt Financings, which is referred to herein as the “Exchange Proposal,” (e) a proposal to approve and adopt the New Terran Orbital Corporation 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, which is referred to herein as the “Incentive Equity Plan Proposal,” and (f) a proposal to adjourn the Extraordinary General Meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (B) in order to solicit additional proxies from Tailwind Two shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.

In connection with the Business Combination, certain related agreements were entered into in connection with the signing of the Business Combination Agreement, including the Subscription Agreements, the Terran Orbital Holder Support Agreements, the Sponsor Letter Agreement, and the Investor Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See the section entitled “Business Combination Proposal — Other Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of Tailwind Two’s Class A ordinary share, par value $0.0001 per share (a “Public Shareholder” and “Tailwind Two Class A Ordinary Shares,” respectively) may request that Tailwind Two redeem all or a portion of such Tailwind Two Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption

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rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public shareholders may elect to redeem their Tailwind Two Class A Ordinary Shares even if they vote “For” the Business Combination Proposal. If the Business Combination is not consummated, the Tailwind Two Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Tailwind Two Class A Ordinary Shares that it holds and timely delivers its shares to Continental, New Terran Orbital will redeem such Tailwind Two Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Tailwind Two’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Tailwind Two Class A Ordinary Shares for cash and will no longer own Tailwind Two Class A Ordinary Shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Tailwind Two — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Tailwind Two Class A Ordinary Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Tailwind Two Sponsor LLC and Mr. Tommy Stadlen (collectively, the “Initial Shareholders”) have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Tailwind Two redeem Tailwind Two Class A Ordinary Shares in an amount that would cause New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.

Tailwind Two is providing the accompanying proxy statement/prospectus and accompanying proxy card to Tailwind Two’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Tailwind Two’s shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Tailwind Two’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Tailwind Two has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Tailwind Two’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Tailwind Two, you should keep in mind that Tailwind Two’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

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The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR TAILWIND TWO CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TAILWIND TWO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Tailwind Two’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

                                                          
Philip Krim

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], 2022 and is first being mailed to shareholders on or about [•], 2022.

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TAILWIND TWO ACQUISITION CORP.

150 Greenwich Street, 29th Floor

New York, New York 10006

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [•], 2022

TO THE SHAREHOLDERS OF TAILWIND TWO ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Tailwind Two”), will be held at [•] a.m., Eastern Time, on [•], 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Extraordinary General Meeting”). You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:

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Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

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These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on [•], 2022 are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.

The accompanying proxy statement/prospectus and accompanying proxy card are being provided to Tailwind Two’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Tailwind Two’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto, the accompanying financial statements of Tailwind Two and Terran Orbital and the documents referred to therein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Tailwind Two has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to Tailwind Two’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Tailwind Two, you should keep in mind that Tailwind Two’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request of Tailwind Two that New Terran Orbital redeem all or a portion of its Class A ordinary share, par value $0.0001 per share of Tailwind Two (the “Tailwind Two Class A Ordinary Shares”) for cash if the Business Combination is consummated. As a holder of Tailwind Two Class A Ordinary Shares, you will be entitled to receive cash for any Tailwind Two Class A Ordinary Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their Tailwind Two Class A Ordinary Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Tailwind Two Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the Tailwind Two Class A Ordinary Shares that it holds and timely delivers its shares to Continental, New Terran Orbital will redeem such Tailwind Two Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Tailwind Two’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding Tailwind Two Class A Ordinary Share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its Tailwind Two Class A Ordinary Shares for cash and will no longer own Tailwind Two Class A Ordinary Shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business

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Combination. See “Extraordinary General Meeting of Tailwind Two — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Tailwind Two Class A Ordinary Shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Tailwind Two Sponsor LLC and Mr. Tommy Stadlen (collectively, the “Initial Shareholders”) have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two ordinary shares. See “Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will Tailwind Two redeem Tailwind Two Class A Ordinary Shares in an amount that would cause New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.

The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary

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shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing [•].info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Tailwind Two Acquisition Corp.,

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR TAILWIND TWO CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TAILWIND TWO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TAILWIND TWO

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Tailwind Two’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at [•] a.m. Eastern Time, on [•], 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, or via a virtual meeting.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, and each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Tailwind Two Class A Ordinary Share and each issued and outstanding Tailwind Two Class B Ordinary Share will be converted automatically, on a one-for-one basis, into shares of New Terran Orbital Common Stock; (ii) each issued and outstanding whole warrant to purchase Tailwind Two Class A Ordinary Shares will be converted automatically into a warrant to purchase one share of New Terran Orbital Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Tailwind Two Warrant Agreement; and (iii) each issued and outstanding Tailwind Two Unit that has not been previously separated into the underlying Tailwind Two Class A Ordinary Share and underlying one-third of one Public Warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Terran Orbital Common Stock and one-third of one New Terran Orbital Public Warrant. See “Domestication Proposal.”

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of Tailwind Two?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

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If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Charter Proposal,” “Advisory Governing Documents Proposals,” “Exchange Proposal,” “Incentive Equity Plan Proposal” and “Adjournment Proposal.”

Tailwind Two will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of Tailwind Two should read it carefully.

After careful consideration, the Tailwind Two Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Advisory Governing Documents Proposals, the Exchange

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Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal are in the best interests of Tailwind Two and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Tailwind Two and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Based on its due diligence investigations of Terran Orbital and the industry in which it operates, including the financial and other information provided by Terran Orbital in the course of negotiations, the Tailwind Two Board believes that Terran Orbital aligns well with the objectives laid out in its investment thesis. As a result, Tailwind Two believes that a business combination with Terran Orbital will provide Tailwind Two Shareholders with an opportunity to participate in the ownership of a publicly-listed company with significant growth potential at an attractive valuation. However, there is no assurance of this. See “Business Combination Proposal — The Tailwind Two Board’s Reasons for the Business Combination.”

Although the Tailwind Two Board believes that the Business Combination with Terran Orbital presents a unique business combination opportunity and is in the best interests of Tailwind Two and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The Tailwind Two Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to the Business Combination and Tailwind Two.”

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The following table illustrates varying ownership levels in New Terran Orbital Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 112,910,346 shares of New Terran Orbital Common Stock are issued to the holders of securities of Terran Orbital at Closing, which would be the number of shares of New Terran Orbital Common Stock issued to these holders if Closing were to occur on November 26, 2021; (ii) 4,662,217 shares of New Terran Orbital Common Stock are issued to the Debt Providers; (iii) 5,080,409 shares of New Terran Orbital Common Stock are issued in the PIPE Financing; (iv) no Public Warrants, Private Placement Warrants or Debt Provider Warrants issued in connection with the Business Combination to purchase New Terran Orbital Common Stock that will be outstanding immediately following Closing have been exercised; (v) no options to purchase New Terran Orbital Common Stock outstanding as of November 26, 2021 have been exercised; and (vi) no restricted stock and restricted stock unit awards that will be outstanding immediately following Closing have been converted into common stock. Based on these assumptions, and assuming that no outstanding Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 165,777,971 shares of New Terran Orbital Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Terran Orbital will be different.

Pursuant to the Business Combination Agreement, the consideration to be received by the Terran Orbital equityholders in connection with the Business Combination will be an aggregate number of shares of New Terran Orbital Common Stock equal to (i) $1,300.0 million plus (x) $2,344,442, which reflects the estimated aggregate exercise price of all options of Terran Orbital with an post-closing exercise price of less than $10.00 per share if such options were exercised in full and (y)

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the estimated aggregate exercise price of all warrants of Terran Orbital which are settled in cash instead of shares upon the exercise of such warrants, in each case at the consummation of the Business Combination, divided by (ii) $10.00.

For further details, see “Business Combination Proposal — Consideration to Terran Orbital Equityholders in the Business Combination.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

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The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the Extraordinary General Meeting and therefore will have no effect on the approval of the Domestication Proposal. However, the NYSE requires that for the Domestication Proposal to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against such proposal plus abstentions. Broker non-votes do not count as votes cast. Therefore, in order to maintain compliance with this NYSE requirement, abstentions will count as a vote “AGAINST” the Domestication Proposal.

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In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.

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Tailwind Two does not expect to have significant cumulative earnings and profits through the date of the Domestication.

Furthermore, even if the Domestication qualifies as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New Terran Orbital Common Stock pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New Terran Orbital Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations”.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New Terran Orbital Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. As more fully described in the section entitled “Material U.S. Federal Income Tax Considerations,” because of the inherently factual nature of the tests under the applicable Treasury Regulations to determine the applicability of Section 367(b) of the Code to any particular U.S. Holder, the uncertainty regarding the application of certain provisions of the PFIC rules and the inherently factual nature of the PFIC status of Tailwind Two, counsel is unable to opine on the application of the these rules to a U.S. Holder on the receipt of New Terran Orbital Common Stock in exchange for public shares in the Domestication. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations.”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

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The Initial Shareholders have agreed to waive their redemption rights with respect to all of their Tailwind Two Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

The address of Continental, Tailwind Two’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Public shareholders will be entitled to request, at least two business days prior to the Extraordinary General Meeting, that their Tailwind Two Class A Ordinary Shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding Tailwind Two Class A Ordinary Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of Tailwind Two Class A Ordinary Shares, may not be withdrawn unless the Tailwind Two Board determines (in its sole discretion) to permit such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, at least two business days prior to the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the Extraordinary General Meeting.

If a holder of Tailwind Two Class A Ordinary Shares properly makes a request for redemption and the Tailwind Two Class A Ordinary Shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the Tailwind Two Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination.

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Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will take into account the potential tax consequences of Section 367(b) of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of New Terran Orbital, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

In no event will New Terran Orbital redeem Tailwind Two Class A Ordinary Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financing or if we would not have funds legally available therefor.

Additionally, as a result of redemptions, the trading market for the New Terran Orbital Common Stock may be less liquid than the market for the Tailwind Two Class A Ordinary Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE, Nasdaq or another national securities exchange.

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For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

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Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on [•], 2022.

Voting in Person at the Meeting. If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Extraordinary General Meeting of Tailwind Two.”

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/[•] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

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Shareholders may attend the Extraordinary General Meeting in person, however in view of the ongoing COVID-19 pandemic, we are taking precautionary measures in line with the guidance from public health authorities and therefore encourage you to attend the Extraordinary General Meeting virtually. If you wish to attend the Extraordinary General Meeting in person, you must reserve your attendance at least two business days in advance of the Extraordinary General Meeting by contacting Tailwind Two’s investor relations department at [•] by 9:00 a.m., Eastern Time, on [•], 2022 (two business days prior to the meeting date).

You can pre-register to attend the virtual Extraordinary General Meeting starting [•], 2022 at 9:00 a.m., Eastern Time (five business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/[•], enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to Internet, you can listen only to the meeting by dialing [•] (or [•] if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number [•]. Please note that you will not be able to vote or ask questions at the Extraordinary General Meeting if you choose to participate telephonically.

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The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Tailwind Two and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates may purchase Tailwind Two Class A Ordinary Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Tailwind Two Class A Ordinary Shares or vote their Tailwind Two Class A Ordinary Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Initial Shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the

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Incentive Equity Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, (iii) otherwise limit the number of Tailwind Two Class A Ordinary Shares electing to redeem and (iv) New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.

Entering into any such arrangements may have a depressive effect on the Tailwind Two Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

E-mail: [•].info@investor.morrowsodali.com

You also may obtain additional information about Tailwind Two from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of Tailwind Two Class A Ordinary Shares and you intend to seek redemption of your Tailwind Two Class A Ordinary Shares, you will need to deliver your Tailwind Two Class A Ordinary Shares (either physically or electronically) to Continental, Tailwind Two’s transfer agent, at the address below prior to the Extraordinary General Meeting. Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: [•]

E-mail: [•]

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The Parties to the Business Combination

Tailwind Two

Tailwind Two is a blank check company incorporated on November 18, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Tailwind Two has neither engaged in any operations nor generated any revenue to date. Based on Tailwind Two’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On March 9, 2021, Tailwind Two consummated an initial public offering of 34,500,000 Tailwind Two Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Tailwind Two Units, at an offering price of $10.00 per Tailwind Two Unit, and a private placement with the Sponsor of 7,800,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant.

Following the closing of Tailwind Two’s Initial Public Offering, an amount equal to $345,000,000 of the net proceeds from its Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account. The Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of September 30, 2021, funds in the Trust Account totaled approximately $345,055,724 and were held in money market funds. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of Tailwind Two’s initial business combination, (ii) the redemption of any Tailwind Two Class A Ordinary Shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the Tailwind Two Class A Ordinary Shares if Tailwind Two does not complete a business combination by March 9, 2023, or (iii) the redemption of all of the Tailwind Two Class A Ordinary Shares if Tailwind Two is unable to complete a business combination by March 9, 2023, subject to applicable law.

The Tailwind Two Class A Ordinary Shares are currently listed on NYSE under the symbol “TWNT”.

Tailwind Two’s principal executive office is located at 150 Greenwich Street, 29th Floor, New York, NY 10006, and its telephone number is (212) 266-0085. Tailwind Two’s corporate website address is https://twnt.tailwindacquisition.com/. Tailwind Two’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Terran Orbital

Terran Orbital is a Delaware corporation.

Terran Orbital’s principal executive office is located at 6800 Broken Sound Parkway, Suite 200, Boca Raton, Florida 33487, and its telephone number is (561) 988-1704. Terran Orbital’s corporate website address is /www.terranorbital.com. Terran Orbital’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

There is no public market for shares of Terran Orbital common stock.

Merger Sub

Merger Sub is a Delaware corporation and wholly-owned subsidiary of Tailwind Two formed for the purpose of effecting the Business Combination. Merger Sub owns no material assets and does not operate any business.

Merger Sub’s principal executive office is located at 150 Greenwich Street, 29th Floor, New York, NY 10006, and its telephone number is (212) 266-0085.

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Proposals to be Put to the Shareholders of Tailwind Two at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the Extraordinary General Meeting of Tailwind Two and certain transactions contemplated by the Business Combination Agreement. Each of the proposals below, except the Advisory Governing Documents Proposals and the Adjournment Proposal, is cross-conditioned on the approval of each other. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting.

As discussed in this proxy statement/prospectus, Tailwind Two is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, among other things, on the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Terran Orbital, with Terran Orbital as the surviving company in the Merger and, after giving effect to such Merger, Terran Orbital shall be a wholly-owned subsidiary of Tailwind Two. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.

After consideration of the factors identified and discussed in the section entitled “Business Combination Proposal — The Tailwind Two Board’s Reasons for the Business Combination,” the Tailwind Two Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for Tailwind Two’s Initial Public Offering, including that the businesses of Terran Orbital had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Business Combination Proposal.”

Consideration to Terran Orbital Equityholders in the Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, each outstanding share of Terran Orbital (including shares of Terran Orbital common stock issued and outstanding as of immediately prior to the Effective Time pursuant to the Terran Orbital Preferred Stock Conversion and the Terran Orbital Warrant Settlement, in each case after giving effect thereto, and other than treasury shares and shares with respect to which appraisal rights under the DGCL are properly exercised and not withdrawn) will be automatically converted into the right to receive a number of shares of New Terran Orbital Common Stock, outstanding Terran Orbital options to purchase shares of Terran Orbital (whether vested or unvested) will be exchanged for comparable options to purchase New Terran Orbital Common Stock and the outstanding and unvested restricted stock awards and restricted stock units of Terran Orbital will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in shares of New Terran Orbital Common Stock, in each case, based on the Exchange Ratio.

For further details, see “Business Combination Proposal — Business Combination Consideration.”

Conditions to Closing of the Business Combination

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) approval of the Business Combination Agreement and the Merger by the Terran Orbital stockholders; (iii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iv) Tailwind Two having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financing; (v) the Net Debt Condition; (vi) the approval by NYSE or Nasdaq of our initial listing application in connection with the Business Combination (also see “Risk Factors — The NYSE or Nasdaq

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may delist New Terran Orbital’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New Terran Orbital to additional trading restrictions.”); (vii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; (viii) the consummation of the Domestication; (ix) the requisite consents have been obtained from Terran Orbital’s equityholders and noteholders; (x) either (a) the FP Note Purchase Agreement shall have been executed and the financing pursuant to such agreements shall be available to Terran Orbital on the terms provided in the Commitment Letter, or (y) definitive documents shall have been executed by Terran Orbital with respect to alternative financing arrangements mutually acceptable to Terran Orbital and Tailwind Two; and (xi) the absence of a Terran Orbital Material Adverse Effect. Therefore, unless these conditions are waived by both Tailwind Two and Terran Orbital in the case of (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) and by Terran Orbital in the case of (xi, the Business Combination Agreement could terminate and the Business Combination may not be consummated. For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Domestication Proposal

As discussed in this proxy statement/prospectus, Tailwind Two will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement, the board of directors of Tailwind Two has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Tailwind Two’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Tailwind Two is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon Domestication, New Terran Orbital will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Existing Governing Documents and the Proposed Certificate of Incorporation. The approval of each of the Domestication Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

For further details, see “Domestication Proposal,” “Charter Proposal” and “Advisory Governing Documents Proposals.”

The Charter Proposal

Tailwind Two will ask its shareholders to approve the amendment and restatement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Certificate of Incorporation, under the DGCL, including the authorization of the change in authorized share capital as indicated therein and the change of name of Tailwind Two to “Terran Orbital Corporation” We encourage shareholders to carefully consult the information set out below under “The Charter Proposal” of this proxy statement/prospectus and a complete copy of the Proposed Certificate of Incorporation that is attached hereto as Annex C.

Advisory Governing Documents Proposals

Tailwind Two will ask its shareholders to approve, on a non-binding advisory basis, the following governance proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Certificate of Incorporation, under the DGCL. The Tailwind Two Board has unanimously approved each of the Advisory Governing Documents Proposals and believes such proposals are necessary to adequately address the needs of New Terran Orbital after the Business Combination. A brief summary of each of the Advisory Governing Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Certificate of Incorporation.

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The Proposed Certificate of Incorporation differs in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “Advisory Governing Documents Proposals” and the full text of the Proposed Certificate of Incorporation of New Terran Orbital, attached hereto as Annex C.

Exchange Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the Exchange Proposal. The New Terran Orbital Common Stock will be listed on either NYSE (as the Tailwind Two Class A Ordinary Shares are listed) or Nasdaq and, as such, we are seeking shareholder approval for issuance of New Terran Orbital Common Stock in connection with the Business Combination, the Debt Financing and the PIPE Financing pursuant to NYSE Listing Rule 312.03 or Nasdaq Listing Rule 5635, as applicable.

For additional information, see “Exchange Proposal.”

Incentive Equity Plan Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the Incentive Equity Plan Proposal. Pursuant to the 2021 Incentive Plan, a number of shares of New Terran Orbital Common Stock equal to 10% of New Terran Orbital Common Stock that are outstanding on an as-converted and as-redeemed basis as of the date immediately following the consummation of the Business Combination will be reserved for issuance under the 2021 Incentive Plan. The 2021 Incentive Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022 and ending on and including January 1, 2031, by 3% of the outstanding number of shares of New Terran Orbital Common Stock on the immediately preceding December 31, or such lesser amount as determined by the Board of New Terran Orbital. For additional information, see “Incentive Equity Plan Proposal.” The full text of the 2021 Incentive Plan is attached hereto as Annex E.

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Extraordinary General Meeting to authorize Tailwind Two to consummate the Business Combination, the Tailwind Two Board may submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates. For additional information, see “Adjournment Proposal.”

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Exchange Proposal and the Incentive Equity Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

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The Tailwind Two Board’s Reasons for the Business Combination

The Tailwind Two Board, in evaluating the Business Combination, consulted with its management and financial, legal, tax and accounting advisors. In reaching its unanimous resolution (a) that it was fair to and in the best interests of Tailwind Two and the Tailwind Two Shareholders, and that it was advisable, to enter into the Business Combination Agreement and the ancillary documents to which Tailwind Two is or will be a party and to consummate the transactions contemplated thereby (including the Merger), (b) to adopt and approve the execution, delivery and performance by Tailwind Two of the Business Combination Agreement, the ancillary documents to which Tailwind Two is or will be a party and the transactions contemplated thereby (including the Merger), (c) to recommend that the Tailwind Two Shareholders entitled to vote thereon vote in favor of each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and, if applicable, the Adjournment Proposal and (d) to direct that each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and, if applicable, the Adjournment Proposal be submitted to the Tailwind Two Shareholders for approval, the Tailwind Two Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Tailwind Two Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Tailwind Two Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Tailwind Two Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Tailwind Two Board considered a number of factors pertaining to Terran Orbital and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Reliable and recurring revenue model.  The Tailwind Two Board’s belief that Terran Orbital has a highly predictable revenue stream from existing customers. Terran Orbital has also been successful in consistently expanding the scope of its initial customer contracts and attracting follow on orders from existing customers.

Opportunity for sustainable organic growth.  The Tailwind Two Board’s belief that Terran Orbital is a market leader in an attractive and growing industry with an already successful business and strong growth prospects. Terran Orbital’s core business is in the process of scaling and Terran Orbital expects to be able to improve the gross margin of its core business over time. Terran Orbital has made significant investments in its systems and personnel and the Tailwind Two Board believed that as Terran Orbital’s business further scales, this infrastructure may be further leveraged to increase profitability.

Large addressable market.  Terran Orbital competes in a total addressable market estimated at more than $300 billion over the next five years. If Terran Orbital pursues other opportunities in the SAR and small satellite industry, Terran Orbital’s potential addressable market will continue to grow.

Fairness Opinion.  The Tailwind Two Board also reviewed the financial analyses provided by Houlihan Lokey, and the opinion of Houlihan Lokey to the Tailwind Two Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Tailwind Two Board dated October 27, 2021), as to the fairness, from a financial point of view, to Tailwind Two of the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination Agreement.

Substantial post-closing economic interest in New Terran Orbital.  If the Business Combination were consummated, Tailwind Two Shareholders (other than Tailwind Two Shareholders that sought redemption of the Tailwind Two Class A Ordinary Shares) would have a substantial economic interest in New Terran Orbital and as a result would have a continuing opportunity to benefit from the success of New Terran Orbital following the consummation of the Business Combination.

Continued Ownership by Sellers.  The Tailwind Two Board considered that Terran Orbital’s existing equityholders would be receiving a significant amount of New Terran Orbital Common Stock as its consideration and that, unless one or more stockholders properly demand appraisal of their shares of Terran Orbital pursuant to Section 262 of the DGCL (and do not fail to perfect,

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effectively withdraw or otherwise lose their right to appraisal), 100% of the existing equityholders of Terran Orbital are receiving equity interests in New Terran Orbital as set forth in the Business Combination Agreement and related transactions, which would represent approximately 71.1% of the pro forma ownership of the combined company after Closing, assuming none of Tailwind Two’s current public shareholders exercise their redemption rights in connection with the Business Combination.

Experienced management team.  The Tailwind Two Board’s belief that Terran Orbital has a strong management team. This management team, led by its Chief Executive Officer, Marc Bell, intends to remain with New Terran Orbital in the capacity as managers and directors, which is expected to provide important continuity in advancing Terran Orbital’s strategic and growth goals.

Due diligence.  The Tailwind Two Board reviewed and discussed in detail the results of the due diligence examination of Terran Orbital conducted by Tailwind Two’s management team and Tailwind Two’s financial, legal, tax and accounting advisors, which included virtual meetings with the management team and advisors of Terran Orbital regarding Terran Orbital’s business and business plan, operations, prospects and forecasts, valuation analyses with respect to the Business Combination and other material matters, as well general financial, legal, tax and accounting due diligence.

Support of key stockholders.  The fact that (i) key Terran Orbital stockholders representing approximately 90.7% of the then outstanding voting power of Terran Orbital entered into Terran Orbital Holder Support Agreements, demonstrating such Terran Orbital stockholders’ support of the Business Combination, (ii) certain Terran Orbital equityholders committed to invest over $40 million of an aggregate of $50.8 million in the PIPE Financing and (iii) Lockheed Martin and Beach Point have agreed to the Debt Rollover, demonstrating conviction in Terran Orbital business’ continued success and growth following the Business Combination.

Terran Orbital stockholder lock-up.  The fact that stockholders of Terran Orbital have agreed, subject to certain exceptions set forth in the Investor Rights Agreement, to be subject to a six-month lock-up in respect of their shares of New Terran Orbital Common Stock received in the Business Combination (subject to a potential share price trigger release and certain other customary exceptions).

The Francisco Partners Facility. The fact that Francisco Partners intends to provide the Francisco Partners Facility to Terran Orbital in connection with the Transaction.

Transaction proceeds.  The fact that (i) the Business Combination is expected to provide significant gross proceeds to New Terran Orbital, assuming minimal redemptions by the Tailwind Two Shareholders of their Tailwind Two Class Ordinary Shares, and (ii) such proceeds are expected to provide sufficient funding required for Terran Orbital’s continuing development.

Other alternatives.  The Tailwind Two Board’s belief that, after a thorough review of other business combination opportunities reasonably available to Tailwind Two, that the Business Combination represents the best potential business combination for Tailwind Two and the most attractive opportunity for Tailwind Two’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential business combination targets, and the Tailwind Two Board’s belief that such process has not presented a better alternative.

Negotiated transaction.  The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between Tailwind Two and Terran Orbital.

The Tailwind Two Board also considered a variety of uncertainties and risks and other potentially negative factors related to Terran Orbital’s business and prospects and related to the Business Combination including, but not limited to, the following:

Risk that benefits may not be achieved.  The risk that the potential benefits of the Business Combination may not be fully achieved (including as a result of difficulty of Terran Orbital to operate as a public company), or may not be achieved within the expected timeframe.

Liquidation of Tailwind Two.  The risks and costs to Tailwind Two if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Tailwind Two being unable to effect a business combination by March 9, 2023 and force Tailwind Two to liquidate.

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Redemption risk.  The potential that a significant number of Public Shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Tailwind’s Existing Governing Documents, which would reduce the gross proceeds to New Terran Orbital from the Business Combination, which could hinder New Terran Orbital’s ability to continue its development.

Exclusivity.  The fact that the Business Combination Agreement includes an exclusivity provision that prohibits Tailwind Two from soliciting other business combination proposals, which restricts Tailwind Two’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

Shareholder vote.  The risk that Tailwind Two’s Shareholders may fail to provide the votes necessary to effect the Business Combination.

Macroeconomic risks.  The risk that the future financial performance of New Terran Orbital may not meet the Tailwind Two Board’s expectations due to factors in New Terran Orbital’s control or out of its control, including business failing to perform, economic cycles or other macroeconomic factors.

Closing conditions.  The fact that completion of the Business Combination and the funding of the Francisco Partners Facility is conditioned on the satisfaction of certain closing conditions that are not within Tailwind Two’s control, including approval by Tailwind Two’s Shareholders, approval by NYSE or Nasdaq of the initial listing application in connection with the Business Combination and the satisfaction of the Net Debt Condition.

Post-Business Combination corporate governance.  The fact that the board of directors of New Terran Orbital will be classified and that all New Terran Orbital directors will not be elected annually.

Litigation.  The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and expenses.  The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated, including the quarterly fees to be paid to the Insider PIPE Investor or its affiliate in return for the Insider PIPE Investor's $30.0 million investment in the PIPE Financing and the vendor agreements requiring $20 million of purchase commitments from two affiliates of AE Industrial Partners over three years in return for AE Industrial Partners entering into the Subscription Agreements.

In addition to considering the factors described above, the Tailwind Two Board also considered other factors including, without limitation:

Interests of Certain Persons.  The Tailwind Two Sponsor and the members of the Tailwind Two Board and executive officers of Tailwind Two have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of Tailwind Two Shareholders generally. The Tailwind Two Board reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Tailwind Two Board the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.

Other risks.  The various risks associated with the Business Combination, the business of Terran Orbital, including New Terran Orbital, and the business of Tailwind Two, as described in the section entitled “Risk Factors” of this proxy statement/ prospectus.

The Tailwind Two Board concluded that the potential benefits expected to be received by Tailwind Two and the Tailwind Two Shareholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the Tailwind Two Board unanimously resolved (a) that it was fair to and in the best interests of Tailwind Two and the Tailwind Two Shareholders, and that it was advisable, to enter into the Business Combination Agreement and the ancillary documents to which Tailwind Two is or will be a party and to consummate the transactions contemplated thereby (including the Merger), (b) to adopt and approve the execution, delivery and performance by Tailwind Two of the Business Combination Agreement, the ancillary documents to which Tailwind Two is or will be a party and the transactions contemplated

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thereby (including the Merger), (c) to recommend that the Tailwind Two Shareholders entitled to vote thereon vote in favor of each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal and (d) to direct that each of the Business Combination Proposal, the Charter Proposal, the Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal be submitted to the Tailwind Two Shareholders for approval.

Related Agreements

This section describes certain additional agreements entered into or to be entered into in connection with the Business Combination Agreement. For additional information, see “Business Combination Proposal — Other Agreements.”

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, (a) Tailwind Two, (b) the Tailwind Two Sponsor, (c) Terran Orbital and (d) each of Philip Krim, Chris Hollod, Matthew Eby, Tommy Stadlen, Wisdom Lu, Boris Revsin and Michael Kim, each of whom is a member of Tailwind Two’s board of directors and/or management (collectively, the “Insiders”), entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Tailwind Two Sponsor and Tommy Stadlen agreed to: (i) vote in favor of each of the transaction proposals to be voted upon at the Extraordinary General Meeting, including approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger); (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Tailwind Two or any other anti-dilution or similar protection with respect to Tailwind Two (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise); (iii) be bound by certain transfer restrictions with respect to his, her or its shares in Tailwind Two prior to the Closing; and (iv) agreed to be bound by certain covenants and agreements set forth in the Business Combination Agreement. In addition, pursuant to the Sponsor Letter Agreement, subject to, and conditioned upon the occurrence of, and effective as of immediately prior to, the closing of the Business Combination, each of Tailwind Two, the Tailwind Two Sponsor and the Insiders have agreed to terminate the lock-up provisions in respect of the Tailwind Two Class B Ordinary Shares that are set forth in Section 5(a) of that certain letter agreement, dated as of March 4, 2021, by and among Tailwind Two, the Tailwind Two Sponsor and the Insiders, which included, among other restrictions, a one year lock-up restriction on the Tailwind Two Class B Ordinary Shares following an initial business combination (subject to certain exceptions). Following the consummation of the Business Combination, the Tailwind Two Sponsor will be subject to the lock-up provisions described in the Investor Rights Agreement.

A copy of the Sponsor Letter Agreement is filed with this proxy statement/prospectus and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, Tailwind Two entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including affiliates of Lockheed Martin, Beach Point and AE Industrial Partners, as well as an affiliate of Mr. Daniel Staton, a director and shareholder of Terran Orbital (the “Insider PIPE Investor”, and together with the PIPE Investors, the “Investors”). Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and Tailwind Two agreed to issue and sell to such Investors, immediately prior to the Closing, an aggregate of 5,080,409 shares of New Terran Orbital Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of approximately $50.8 million (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Tailwind Two will grant the investors in the PIPE Financing certain customary registration rights. Tailwind Two will, within 45 days after the consummation of the Business Combination, file with the SEC a registration statement registering the resale of such shares of New Terran Orbital Common Stock and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

The Subscription Agreement for the Insider PIPE Investor contains a provision whereby in return for the Insider PIPE Investor’s $30.0 million investment in the PIPE Financing, in addition to the shares to be received by the Insider PIPE Investor in the PIPE Financing, the Insider PIPE Investor or its affiliate will also receive a quarterly fee of $1.875 million for sixteen (16) quarters beginning at the end of the first quarter following the consummation of the Business Combination; the first years’ payments are to be paid in cash and the remaining payments are to be paid, subject to subordination to and compliance with New Terran Orbital’s debt

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facilities, in cash or stock at the discretion of New Terran Orbital. In addition, in connection with entering into the Subscription Agreement with AE Industrial Partners, Terran Orbital entered into vendor agreements requiring $20 million of purchase commitments from two affiliates of AE Industrial Partners over three years from the Closing Date.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, Terran Orbital, Tailwind Two, certain of Tailwind Two’s shareholders, certain of Terran Orbital’s stockholders and other parties thereto, including Daniel Staton, Lockheed Martin, Beach Point and Francisco Partners, entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, such parties were granted certain customary registration rights with respect to their respective Registrable Securities (as defined in the Investor Rights Agreement), in each case, on the terms and subject to the conditions set forth therein. The Investor Rights Agreement provides that New Terran Orbital will grant the investors party thereto certain customary registration rights. New Terran Orbital will, within 45 days after the consummation of the Business Combination, file with the SEC a registration statement registering the resale of such shares of New Terran Orbital Common Stock and will use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof; provided however that other than Francisco Partners, and subject to certain exceptions, the investors shall be subject to a six month lock-up after the consummation of the Business Combination.

Terran Orbital Holder Support Agreements

Concurrently with the execution of the Business Combination Agreement, certain equityholders and noteholders of Terran Orbital (collectively, the “Terran Orbital Holders”) entered into transaction support agreements (collectively, the “Terran Orbital Holder Support Agreements”) with Tailwind Two and Terran Orbital, pursuant to which the Terran Orbital Holders have agreed to, among other things, (i) consent to and vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Business Combination.

Affiliates of Lockheed Martin Corporation (“Lockheed Martin”) and Beach Point Capital (“Beach Point”), each of which are noteholders of Terran Orbital, have each further agreed, conditional upon certain other events, pursuant to the Terran Orbital Holder Support Agreements to, at their option, (a) exchange up to $25.0 million (in the case of Lockheed Martin) and $25.0 million (in the case of Beach Point) of aggregate principal amount of senior secured notes due 2026 (the “Existing Notes”) outstanding issued by Terran Orbital pursuant to the Note Purchase Agreement, dated as of March 8, 2021, by and among Terran Orbital, the guarantors party thereto, the purchasers party thereto and Lockheed Martin, as authorized representative (as amended, the “Existing Note Purchase Agreement”), for the same principal amount of debt to be issued under, and governed by, a new loan agreement or note purchase agreement or (b) keep outstanding such amounts (up to $25.0 million (in the case of Lockheed Martin) and $25.0 million (in the case of Beach Point) of aggregate principal amount of Existing Notes outstanding) under the Existing Note Purchase Agreement, in each case of (a) or (b), such debt shall have substantially similar terms as the terms of the Francisco Partners Facility (as defined below), except that such replacement loans or notes will not have call protection ((a) and/or (b) collectively, the “Debt Rollover”). The $25.0 million Debt Rollover from Beach Point will be available upon the Closing, and up to $25.0 million Debt Rollover from Lockheed Martin will be available ratably with the availability of the Conditional Notes (as defined below) depending on the percentage of Tailwind Two Class A Ordinary Shares that are redeemed by shareholders in connection with the Business Combination.

Upon funding of the Pre-Combination Notes (as defined below) on November 24, 2021, each of Lockheed Martin and Beach Point shall receive from Terran Orbital penny warrants to purchase shares of common stock of Terran Orbital equal to 0.25% of the fully diluted shares of Terran Orbital on the same valuation and terms and conditions as provided to Francisco Partners in connection with the Pre-Combination Notes. In the event of the consummation of the Business Combination, such warrants shall terminate and each holder shall receive in lieu thereof (1) shares of New Terran Orbital Common Stock equal to 0.25% of the fully diluted shares of New Terran Orbital Common Stock as of immediately following the Closing plus (2) warrants to purchase New Terran Orbital Common Stock with respect to 0.83333% of the fully diluted shares of New Terran Orbital Common Stock as of immediately following the Closing at a strike price of $10.00 per share (the “LM/BP New Terran Warrants”).

The Terran Orbital Holder Support Agreements with each of Lockheed Martin and Beach Point generally provide that the applicable Terran Orbital Holder may, in relevant part, terminate its obligations under its respective Terran Orbital Holder Support Agreement in the event of (i) any amendment, waiver or modification of the Business Combination Agreement without such holder’s

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prior written consent that has the effect of (A) decreasing the merger consideration to be paid in the Business Combination, (B) changing the form of such merger consideration, or (C) imposing any material restrictions or additional material conditions on the consummation of the Business Combination or the payment of such merger consideration or otherwise in a manner material and adverse to such holder, or (ii) any amendment, waiver or modification in a manner adverse to such holder of the Investor Rights Agreement (as defined below), any Subscription Agreement (as defined below) to which such holder is a party, the FP Note Purchase Agreement (as defined below) or any other agreement related to transactions contemplated by the Business Combination to which such holder is a party or under which such holder has rights without such holder’s prior written consent.

Amendment to Existing Note Purchase Agreement

Pursuant to the terms of the relevant Terran Orbital Holder Support Agreements, on November 24, 2021 Lockheed Martin and Beach Point entered into the fifth amendment to the Existing Note Purchase Agreement (the “Fifth Amendment”) pursuant to which, as Required Purchasers under and as defined in the Existing Note Purchase Agreement, they, among other things, consented to Terran Orbital incurring obligations related to the Pre-Combination Notes (as defined below) under the FP Note Purchase Agreement (as defined below), aligning cash interest payments prior to March 8, 2024 with the terms of cash interest payments under the FP Note Purchase Agreement and the entry into a first lien intercreditor agreement.

Francisco Partners Note Purchase Agreement

On November 24, 2021 (the “FP NPA Closing Date”), Terran Orbital entered into a note purchase agreement (the “FP Note Purchase Agreement”) with Wilmington Savings Fund Society, FSB, as agent, certain managed funds or investment vehicles of FP Credit Partners, L.P., as the purchasers, and the guarantors from time to time party thereto to provide for the issuance and sale of senior secured notes in an aggregate principal amount up to $150.0 million (the “Francisco Partners Facility”), consisting of (i) $30.0 million of senior secured notes which were drawn on the FP NPA Closing Date (the “Pre-Combination Notes”) and (ii) up to an additional $120.0 million senior secured notes that are drawable at Closing (the “Combination Notes”, up to $100.0 million of which will be available in whole or in part (the “Conditional Notes”) depending on the percentage of Class A ordinary shares of Tailwind Two that are redeemed by shareholders in connection with the Business Combination; by way of illustration, 100% of the Conditional Notes will be available if holders of 85% of the issued and outstanding shares of Tailwind Two exercise their redemption rights and 25% of the Conditional Notes will be available if holders of 25% of the issued and outstanding shares of Tailwind Two exercise their redemption rights, with other amounts being available based on different percentages of redemptions.The other $20.0 million of the Combination Notes is available at Closing regardless of the percentage of Class A ordinary shares of Tailwind Two that are redeemed. The Francisco Partners Facility has (i) a five-year maturity, bearing interest at a rate of 9.25% per annum (subject to increase in the event that (i) the Business Combination Agreement is terminated or (ii) the Business Combination fails to occur by the later of (x) April 28, 2022 and (y) to the extent extended pursuant to the Business Combination Agreement to a date no later than May 16, 2022, the Termination Date (as defined in the Business Combination Agreement as amended) (an "Enhanced Protection Event")), (ii) an original issue discount (OID) of $5.0 million, which was paid on the FP NPA Closing Date and (iii) call protection. The availability of the Combination Notes is subject to the satisfaction of certain conditions as set forth in the FP Note Purchase Agreement.

The obligations under the Francisco Partners Facility are guaranteed by Tyvak Nano-Satellite Systems, Inc., and PredaSAR Corporation as of the FP NPA Closing Date, and will be guaranteed by each wholly-owned U.S. Subsidiary established, created or acquired by Terran Orbital after the FP NPA Closing Date and by New Terran Orbital following the consummation of the Business Combination (the “Guarantors”), subject to certain exceptions and will be guaranteed by New Terran Orbital following the Closing Date. The obligations are secured by substantially all assets of Terran Orbital and the Guarantors, subject to customary exceptions.

The Francisco Partners Facility requires Terran Orbital and its subsidiaries to make certain mandatory prepayments, with (i) 100% of net cash proceeds of all non- ordinary course asset sales or other dispositions of property and any extraordinary receipts, subject to the ability to reinvest such proceeds and certain other exceptions, and (ii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted by the FP Note Purchase Agreement. The Borrower may prepay the Francisco Partners Facility at any time without premium or penalty (i) in whole or in part if an Enhanced Protection Event has not occurred and (ii) in whole if an Enhanced Protection Event has occurred, subject to payment of customary breakage costs and a customary make-whole premium for any voluntary prepayment prior to the date that is 12 months following the FP NPA Closing Date (the “Callable Date”), followed by a call premium of (x) 3.0% on or prior to the first anniversary of the Callable Date, (y) 2.00% after the first anniversary but on or prior to the second anniversary of the Callable Date, and (z) thereafter at par.

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Upon funding of the Pre-Combination Notes on November 24, 2021, certain affiliates of Francisco Partners received from Terran Orbital penny warrants, which may be exercised within 30 days following the termination of the Merger Agreement, to purchase shares of common stock of Terran Orbital equal, in the aggregate, to 1.5% of the fully diluted shares of Terran Orbital. In the event of the consummation of the Business Combination, such warrants shall terminate and certain affiliates of Francisco Partners will be issued, immediately following the Closing, (1) a number of shares of New Terran Orbital Common Stock equal to 1.5% of the fully diluted shares of New Terran Orbital Common Stock outstanding as of immediately following the Closing, plus (2) an additional 1.0 million shares of New Terran Orbital Common Stock. In addition, as consideration for entering into the FP Note Purchase Agreement, certain affiliates of Francisco Partners will be issued warrants to purchase New Terran Orbital Common Stock consisting, in the aggregate, of 5.0% of New Terran Orbital Common Stock on a fully diluted basis as of immediately following the Closing at a strike price of $10.00 per share, redeemable at the option of Francisco Partners for $25.0 million in cash on the third anniversary of the Closing Date (the “FP New Terran Warrants” and together with the LM/BP New Terran Warrants, the “Debt Provider Warrants”).

Ownership of New Terran Orbital

As of the date of this proxy statement/prospectus, there are (i) 34,500,000 Tailwind Two Class A Ordinary Shares issued and outstanding and (ii) 8,625,000 Tailwind Two Class B Ordinary Shares issued and outstanding. As of the date of this proxy statement/prospectus, there is outstanding 7,800,000 Private Placement Warrants held by the Sponsor and 11,500,000 Public Warrants. Each whole warrant entitles the holder thereof to purchase one Tailwind Two Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New Terran Orbital Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that no Tailwind Two Class A Ordinary Shares redeemed in connection with the Business Combination), Tailwind Two’s fully-diluted share capital would be 62,425,000 Tailwind Two Ordinary Shares.

The following table illustrates varying ownership levels in New Terran Orbital Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 112,910,346 shares of New Terran Orbital Common Stock are issued to the holders of securities of Terran Orbital at Closing, which would be the number of shares of New Terran Orbital Common Stock issued to these holders if Closing were to occur on November 26, 2021; (ii) 4,662,217 shares of New Terran Orbital Common Stock are issued to the Debt Providers; (iii) 5,080,409 shares of New Terran Orbital Common Stock are issued in the PIPE Financing; (iv) no Public Warrants, Private Placement Warrants or Debt Provider Warrants issued in connection with the Business Combination to purchase New Terran Orbital Common Stock that will be outstanding immediately following Closing have been exercised; (v) no options to purchase New Terran Orbital Common Stock outstanding as of November 26, 2021 have been exercised; and (vi) no restricted stock and restricted stock unit awards that will be outstanding immediately following Closing have been converted into common stock. Based on these assumptions, and assuming that no outstanding Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 165,777,971 shares of New Terran Orbital Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Terran Orbital will be different.

Pursuant to the Business Combination Agreement, the consideration to be received by the Terran Orbital equityholders in connection with the Business Combination will be an aggregate number of shares of New Terran Orbital Common Stock equal to (i) $1,300.0 million plus (x) $2,344,442, which reflects the estimated aggregate exercise price of all options of Terran Orbital with anpost-closing exercise price of less than $10.00 per share if such options were exercised in full and (y) the estimated aggregate exercise price of all warrants of Terran Orbital which are settled in cash instead of shares upon the exercise of such warrants, in each case at the consummation of the Business Combination, divided by (ii) $10.00.

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For further details, see “Business Combination Proposal — Consideration to Terran Orbital Equityholders in the Business Combination.”

Date, Time and Place of Extraordinary General Meeting of Tailwind Two’s Shareholders

The Extraordinary General Meeting of Tailwind Two, will be held at [•] a.m., Eastern Time, on [•], 2022, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, or via a virtual meeting, to consider and vote upon the proposals to be put to the Extraordinary General Meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

Tailwind Two Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Tailwind Two Ordinary Shares at the close of business on [•], 2022, which is the “record date” for the Extraordinary General Meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the record date, there were 43,125,000 Tailwind Two Ordinary Shares issued and outstanding, of which 34,500,000 were issued and outstanding Tailwind Two Class A Ordinary Shares.

Quorum and Vote of Tailwind Two Shareholders

A quorum of Tailwind Two Shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy at the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, 21,562,501 Tailwind Two Ordinary Shares would be required to achieve a quorum.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares.

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See “Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” for more information related to the Sponsor Letter Agreement.

The proposals presented at the Extraordinary General Meeting require the following votes:

Redemption Rights

Pursuant to the Existing Governing Documents, a public shareholder may request of Tailwind Two that New Terran Orbital redeem all or a portion of its Tailwind Two Class A Ordinary Shares for cash, out of funds legally available therefor, if the Business Combination is consummated. As a holder of Tailwind Two Class A Ordinary Shares, you will be entitled to receive cash for any Tailwind Two Class A Ordinary Shares to be redeemed only if you:

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Holders must complete the procedures for electing to redeem their Tailwind Two Class A Ordinary Shares in the manner described above prior to 5:00 p.m. Eastern Time on [•], 2022 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the Tailwind Two Class A Ordinary Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Tailwind Two Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the Tailwind Two Class A Ordinary Shares that it holds and timely delivers its shares to Continental, Tailwind Two’s transfer agent, New Terran Orbital will redeem such Tailwind Two Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding Tailwind Two Class A Ordinary Shares. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its Tailwind Two Class A Ordinary Shares for cash and will no longer own Tailwind Two Class A Ordinary Shares. The redemption takes place following the Domestication and accordingly it is shares of New Terran Orbital Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Tailwind Two — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Tailwind Two Class A Ordinary Shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Tailwind Two Class A Ordinary Shares with respect to more than an aggregate of 15% of the Tailwind Two Class A Ordinary Shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Tailwind Two Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Tailwind Two Class B Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares. See “Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” for more information related to the Sponsor Letter Agreement.

Appraisal Rights

Tailwind Two Shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Tailwind Two has engaged Morrow to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Tailwind Two — Revoking Your Proxy.”

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Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the Tailwind Two Board to vote in favor of approval of the Business Combination Proposal, you should keep in mind that the Initial Shareholders, including Tailwind Two’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of Tailwind Two shareholders generally. These interests include, among other things, the interests listed below:

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement, agreed to, among other things, vote all of their Tailwind Two Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their Tailwind Two Class B Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20% of the issued and outstanding Tailwind Two Ordinary Shares. See “Business Combination Proposal — Other Agreements — Sponsor Letter Agreement” in the proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

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At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, Terran Orbital and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Advisory Governing Documents Proposals, the Exchange Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, (iii) otherwise limit the number of Tailwind Two Class A Ordinary Shares electing to redeem and (iv) New Terran Orbital’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the Debt Financings.

Entering into any such arrangements may have a depressive effect on the Tailwind Two Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Tailwind Two and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

Recommendation to Shareholders of Tailwind Two

The Tailwind Two Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Tailwind Two and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Exchange Proposal, “FOR” the Incentive Equity Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of Tailwind Two’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Tailwind Two and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Tailwind Two’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Tailwind Two’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

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Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination assuming a Closing Date of September 30, 2021, and (i) assuming that no Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination (“No Redemption”) and (ii) assuming that 29,325,000 Tailwind Two Class A Ordinary Shares are redeemed in connection with the Business Combination (“Maximum Redemption”).

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Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Tailwind Two Class A Ordinary Shares as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New Terran Orbital immediately following the Domestication will be the same as those of Tailwind Two Class A Ordinary Shares immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America, or GAAP. Under this method of accounting, Tailwind Two Class A Ordinary Shares has been treated as the “acquired” company for financial reporting purposes. The determination is primarily based on the evaluation of the following facts and circumstances taking into consideration both the no redemption and maximum redemption scenario:

Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Terran Orbital with the Business Combination being treated as the equivalent of Terran Orbital issuing stock for the net assets of Tailwind Two Class A Ordinary Shares, accompanied by a recapitalization. The net assets of Tailwind Two Class A Ordinary Shares will be stated at historical costs, with no goodwill or other intangible assets recorded.

Opinion of the Financial Advisor to Tailwind Two

On October 27, 2021, Houlihan Lokey orally rendered its opinion to the Tailwind Two Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Tailwind Two Board dated October 27, 2021), as to the fairness, from a financial point of view, to Tailwind Two of the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination Agreement.

Houlihan Lokey’s opinion was directed to the Tailwind Two Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to Tailwind Two of the Transaction Share Consideration to be issued by Tailwind Two in the Merger pursuant to the Business Combination Agreement and did not address any other aspect or implication of the Business Combination or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex K to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Tailwind Two Board, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Business Combination or otherwise, including, without limitation, whether holders of Tailwind Two Class A Ordinary Shares should redeem their shares or whether any party should participate in the PIPE Financing.

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Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Tailwind Two portion of the Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. Pursuant to the HSR Act and the rules thereunder, if the FTC or the Antitrust Division has questions with respect to the transactions, the parties may pull and refile their HSR filings that would result in an additional 30 calendar day review. If the FTC or the Antitrust Division issues a request for “additional information and documentary materials, a Second Request, the waiting period with respect to the transactions will be extended for an additional period of 30 calendar days, or a different time period if agreed by the parties, after the date on which the filing parties each certify compliance with the Second Request, which can take significant time. On November 12, 2021 Tailwind Two and Terran Orbital filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination.

At any time before or after consummation of the Business Combination, notwithstanding termination or expiration of the waiting period under the HSR Act, the applicable competition authorities in the U.S. or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Terran Orbital’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Tailwind Two cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Tailwind Two cannot assure you as to its result.

None of Tailwind Two and Terran Orbital are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

Tailwind Two is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Tailwind Two has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Tailwind Two, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Tailwind Two’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Tailwind Two’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date

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on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

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Other Risks Related to the Business and Industry of Terran Orbital

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Risks Related to Terran Orbital’s Legal and Regulatory Matters

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Risks Related to Being a Public Company

Risks Relating to Ownership of New Terran Orbital Common Stock Following the Business Combination

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Risks Related to Tailwind Two and the Business Combination

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Risks Relating to Redemption

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Risks if the Adjournment Proposal is Not Approved

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