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                               January 24, 2022

       Chris Hollod
       Co-Chief Executive Officer
       Tailwind Two Acquisition Corp.
       150 Greenwich Street, 29th Floor
       New York, New York 10006

                                                        Re: Tailwind Two
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed January 4,
2022
                                                            File No. 333-261378

       Dear Mr. Hollod:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
December 23, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed January 4,
2022

       Terran Orbital relies on third parties for a supply of equipment, page
54

   1.                                                   Please revise the
disclosure in this risk factor to clarify whether Terran Orbital has been
                                                        materially impacted by
recent supply chain issues, such as those affecting the
                                                        semiconductor industry.
       The Proposed Certificate of Incorporation, page 99

   2.                                                   Your revisions in
response to prior comment 12 do not address whether the provision
                                                        applies to claims
arising under the Exchange Act. Similarly, your proposed articles of
                                                        incorporation does not
address whether the provision applies to claims under the
                                                        Exchange Act. Please
disclose whether the provision applies to such claims, the related
 Chris Hollod
FirstName  LastNameChris  Hollod
Tailwind Two  Acquisition Corp.
Comapany
January 24,NameTailwind
            2022          Two Acquisition Corp.
January
Page 2 24, 2022 Page 2
FirstName LastName
         risks to investors and any uncertainty about enforceability. In that
regard, we note that
         Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
         to enforce any duty or liability created by the Exchange Act or the
rules and regulations
         thereunder. If this provision does not apply to actions arising under
the Exchange Act,
         please also ensure that the exclusive forum provision in the governing
documents states
         this clearly.
Background to the Business Combination, page 125

3.       We note your revisions in response to prior comment 15. Please expand
to clarify why the
         level of interest in the PIPE was inadequate, such as lack of investor
interest and the
         underlying reasons communicated. Also discuss whether, and if so how,
your Board
         considered that in determining to approve the transaction.
Certain Terran Orbital Projected Financial Information, page 141

4.       We note your response to prior comment 16. Please clarify how the
assumptions relate to
         the forecasted financial information and quantify the assumptions that
were used. For
         example, quantify the "expected growth in the market" mentioned in the
last bullet point
         on page 142. Also, revise to clarify the assumptions beyond year three
and quantify the
         assumptions to the extent practicable. In addition, disclose in
greater detail the extent to
         which third-party sources were relied on in determining the forecasts,
identify the sources
         and disclose how that information resulted in the forecasts disclosed
on page 143.
2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Balance
Sheet as of September 30, 2021, page 204

5.       We have read your response to prior comment twenty-one. You disclosed
that the fair
         value of the liability was estimated using the discounted cash flow
valuation method
         applied to the sixteen quarterly payments due to the Insider PIPE
Investor with a discount
         rate based on an estimated credit rating of CCC. Please revise your
footnote to disclose
         the actual discount rate used in your fair value calculation.
Critical Accounting Policies and Estimates
Fair Value Measurements, page 257

6.       We have read your response to prior comment twenty-eight. You indicate
that the
         valuation of your common stock has been determined using an option
pricing model,
         which considers the discounted cash flow method, guideline
publicly-traded company
         method, guideline transaction method, and market calibration method.
Please provide the
         following:
             Please help us understand how you used an option pricing model to
determine the
              valuation of your common stock. Please address any significant
assumptions or
              estimates used to allocate fair value to your common stock; and
             Please also disclose your considerations of the discounted cash
flow method,
 Chris Hollod
Tailwind Two Acquisition Corp.
January 24, 2022
Page 3
           guideline publicly-traded company method, guideline transaction
method and market
           calibration method. Please disclose how these valuation methods were
used in
           determining the fair value of your common stock. Please address any
significant
           assumptions or estimates used in your determination of fair value.
Please disclose
           whether the results of your various valuation methods were weighted
in
           determining your enterprise value.
Executive and Director Compensation of Terran Orbital, page 261

7.     Please update your compensation disclosure to reflect the most recently
completed fiscal
       year.
General

8.     We note your response to prior comment 31. Please revise to clarify why
the Board
       considered obtaining the fairness opinion as part of its due diligence
and evaluation of the
       business combination. It is unclear from your disclosure why, like many
other similar
       business combinations, your Board did not evaluate the transaction
without obtaining such
       an opinion.
9.     While we note your revisions in response to prior comment 32, it
continues to be unclear
       what services, if any, will be provided for the "fee." If none, state so
directly and ensure
       your disclosure states clearly, if true, that the shares will be issued
for essentially no
       consideration.
        You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or
John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other
questions.



                                                              Sincerely,
FirstName LastNameChris Hollod
                                                              Division of
Corporation Finance
Comapany NameTailwind Two Acquisition Corp.
                                                              Office of
Manufacturing
January 24, 2022 Page 3
cc:       Christian O. Nagler, Esq.
FirstName LastName