Amendment: SEC Form SC 13D/A filed by Terran Orbital Corporation

10/23/24 7:09:43 PM ET

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SC 13D/A 1 sc13da513956002_10232024.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Terran Orbital Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88105P103

(CUSIP Number)

TASSOS RECACHINAS

SOPHIS INVESTMENTS LLC

250 Park Avenue, 7^thFloor

New York, New York 10177

(212) 572-6360

ANDREW FREEDMAN, ESQ.

IAN ENGORON, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 21, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Sophis Investments LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					6,553,390
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					100
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			6,553,390
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			3.2%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 88105P103

NAME OF REPORTING PERSON

Sophis GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

100

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

100

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Tassos Recachinas
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					6,553,490
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					200
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			6,553,490
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			3.2%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Roark’s Drift, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,000,000
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					2,000,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			1.0%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Joseph Roos
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,000,000
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					2,000,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			1.0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Austin Williams
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,157,097
PERSON WITH			9	SOLE DISPOSITIVE POWER

					2,157,097
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,157,097
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			1.1%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Roland Coelho
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,396,193
PERSON WITH			9	SOLE DISPOSITIVE POWER

					2,396,193
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,396,193
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			1.2%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 88105P103


	1	NAME OF REPORTING PERSON

			Jordi Puig-Suari
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA and Spain
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 88105P103

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)–(c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 204,861,603 Shares outstanding, which is the total number of Shares outstanding as of September 16, 2024 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 4, 2024.

Sophis Investments

(a)

As of the date hereof, Sophis Investments directly beneficially owns 100 Shares. Pursuant to the Investment Advisory Agreements (as defined in Item 6 of the Schedule 13D), Sophis Investments may be deemed to beneficially own the (i) 2,000,000 Shares owned by Roark’s Drift, (ii) 2,157,097 Shares owned by Mr. Williams and (iii) 2,396,193 Shares owned by Mr. Coelho.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,553,390
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 100

Sophis GP

(a)

As of the date hereof, Sophis GP directly beneficially owns 100 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 100

Mr. Recachinas

(a)

Mr. Recachinas, as the managing member of each of Sophis Investments and Sophis GP, may be deemed to beneficially own the (i) 100 Shares owned by Sophis Investments, (ii) 100 Shares owned by Sophis GP, (iii) 2,000,000 Shares owned by Roark’s Drift, (iv) 2,157,097 Shares owned by Mr. Williams and (v) 2,396,193 Shares owned by Mr. Coelho.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,553,490
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 200

CUSIP No. 88105P103

Roark’s Drift

(a)

As of the date hereof, Roark’s Drift directly beneficially owns 2,000,000 Shares.

Percentage: Approximately 1.0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,000,000

Mr. Roos

(a)

Mr. Roos, as the managing member of Roark’s Drift, may be deemed to beneficially own the 2,000,000 Shares owned by Roark’s Drift.

Percentage: Approximately 1.0%

(b)

Mr. Williams

(a)

As of the date hereof, Mr. Williams directly beneficially owns 2,157,097 Shares.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,157,097
3. Sole power to dispose or direct the disposition: 2,157,097
4. Shared power to dispose or direct the disposition: 0

Mr. Coelho

(a)

As of the date hereof, Mr. Coelho directly beneficially owns 2,396,193 Shares.

Percentage: Approximately 1.2%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,396,193
3. Sole power to dispose or direct the disposition: 2,396,193
4. Shared power to dispose or direct the disposition: 0

CUSIP No. 88105P103

Mr. Puig-Suari

(a)

As of the date hereof, Mr. Puig-Suari directly beneficially owns 0 Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed to beneficially own the 6,553,490 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 3.2% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)

Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D. All such transactions were effected in the open market unless otherwise noted therein.

(e)

As of October 21, 2024, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

CUSIP No. 88105P103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2024

SOPHIS INVESTMENTS LLC

By:	/s/ Tassos D. Recachinas
	Name:	Tassos D. Recachinas
	Title:	Managing Member

SOPHIS GP LLC

By:	/s/ Tassos D. Recachinas
	Name:	Tassos D. Recachinas
	Title:	Managing Member

	/s/ Tassos D. Recachinas
	Tassos D. Recachinas

ROARK’S DRIFT, LLC

By:	/s/ Joseph M. Roos
	Name:	Joseph M. Roos
	Title:	Managing Member

	/s/ Joseph M. Roos
	Joseph M. Roos

	/s/ Austin Williams
	Austin Williams

	/s/ Roland T. Coelho
	Roland T. Coelho

	/s/ Jordi Puig-Suari
	Jordi Puig-Suari

CUSIP No. 88105P103

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

ROARK’S DRIFT, LLC

Sale of Common Stock	(100,000)	0.2597	10/07/2024
Sale of Common Stock	(2,700)	0.2500	10/17/2024
Sale of Common Stock	(700)	0.2500	10/18/2024
Sale of Common Stock	(96,600)	0.2470	10/21/2024
Sale of Common Stock	(200,000)	0.2480	10/23/2024

AUSTIN WILLIAMS

Sale of Common Stock	(12,998)	0.2505	10/16/2024
Sale of Common Stock	(56,900)	0.2499	10/18/2024
Sale of Common Stock	(879)	0.2493	10/21/2024
Sale of Common Stock	(100,000)	0.2494	10/21/2024
Sale of Common Stock	(100,000)	0.2495	10/21/2024
Sale of Common Stock	(50,000)	0.2494	10/21/2024
Sale of Common Stock	(194,430)	0.2489	10/23/2024
Sale of Common Stock	(500,000)	0.2485	10/23/2024
Sale of Common Stock	(500,000)	0.2480	10/23/2024
Sale of Common Stock	(500,000)	0.2475	10/23/2024

ROLAND COELHO

Sale of Common Stock	(50,000)	0.2600	10/07/2024
Sale of Common Stock	(50,000)	0.2500	10/16/2024
Sale of Common Stock	(219,329)	0.2490	10/16/2024
Sale of Common Stock	(4,892)	0.2492	10/16/2024
Sale of Common Stock	(2)	0.2495	10/16/2024
Sale of Common Stock	(200,907)	0.2490	10/17/2024
Sale of Common Stock	(100,000)	0.2495	10/17/2024
Sale of Common Stock	(200,000)	0.2490	10/18/2024
Sale of Common Stock	(29,232)	0.2491	10/18/2024
Sale of Common Stock	(400,000)	0.2492	10/21/2024
Sale of Common Stock	(4)	0.2493	10/21/2024
Sale of Common Stock	(200,200)	0.2495	10/21/2024
Sale of Common Stock	(11,560)	0.2496	10/21/2024
Sale of Common Stock	(824)	0.2490	10/21/2024
Sale of Common Stock	(200,000)	0.2486	10/22/2024
Sale of Common Stock	(200,000)	0.2487	10/22/2024
Sale of Common Stock	(400,000)	0.2489	10/22/2024
Sale of Common Stock	(300,262)	0.2490	10/22/2024
Sale of Common Stock	(25,164)	0.2491	10/22/2024
Sale of Common Stock	(5,342)	0.2493	10/22/2024
Sale of Common Stock	(820)	0.2493	10/22/2024
Sale of Common Stock	(23,124)	0.2487	10/23/2024
Sale of Common Stock	(43,567)	0.2490	10/23/2024

JORDI PUIG-SUARI

Sale of Common Stock

(276,778)

0.2435

10/11/2024

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Date	Price Target	Rating	Analyst
8/19/2024	$3.00 → $0.25	Buy → Neutral	H.C. Wainwright
1/8/2024	$2.50 → $1.35	Buy → Neutral	B. Riley Securities
7/28/2023	$5.00	Buy	H.C. Wainwright
5/26/2023	$7.00 → $1.35	Buy → Underperform	BofA Securities
9/12/2022	$10.00	Buy	B. Riley Securities
8/15/2022	$8.00	Buy	Stifel
6/15/2022	$9.00	Buy	BofA Securities
4/20/2022	$10.00	Buy	Jefferies

Amendment: SEC Form SC 13D/A filed by Terran Orbital Corporation

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Amendment: SEC Form SC 13D/A filed by Terran Orbital Corporation

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