Filed pursuant to Rule 424(b)(3)
Registration No. 333-266074
PROSPECTUS SUPPLEMENT
(to Prospectus dated
July 15, 2022)
Terran Orbital Corporation
Up to 27,714,791 Shares of Common Stock
This prospectus
supplement supplements the prospectus dated July 15, 2022 (the Prospectus), which forms a part of our registration statement on
Form S-1 (No. 333-266074). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information
contained in our Current Report on Form 8-K (excluding any information furnished under item 7.01 which is not deemed filed under the Securities Exchange Act of 1934, as amended), filed with the
Securities and Exchange Commission on February 22, 2023 (the Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale of up to 27,714,791 shares of our common stock, par value $0.0001
per share, by B. Riley Principal Capital II, LLC, who is the selling stockholder named in the Prospectus (B. Riley Principal Capital II or the Selling Stockholder). The shares of common stock to which the Prospectus and this
prospectus supplement relate have been or may be issued by us to B. Riley Principal Capital II pursuant to a common stock purchase agreement, dated as of July 5, 2022, we entered into with B. Riley Principal Capital II (the Purchase
Agreement). Such shares of common stock include (i) up to 27,500,000 shares of common stock that we may, in our sole discretion, elect sell to B. Riley Principal Capital II, from time to time after the date of this prospectus, pursuant to the
Purchase Agreement and (ii) 214,791 shares of common stock we issued to B. Riley Principal Capital II on July 5, 2022 as consideration for its commitment to purchase shares of our common stock in one or more purchases that we may, in our sole
discretion, direct them to make, from time to time after the date of the Prospectus, pursuant to the Purchase Agreement.
Our common stock
is listed on the New York Stock Exchange (the NYSE) under the symbol LLAP. On October 28, 2022, the last reported sales price of our common stock was $2.56 per share.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have
elected to comply with certain reduced disclosure and regulatory requirements.
This prospectus supplement updates and supplements the
information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our common stock or warrants involves risks. See the section entitled Risk Factors beginning on page 13 of the
Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 23, 2023.