According to the complaint, the plaintiff claims that all stockholders of Terran Orbital, Inc. (NYSE: LLAP) who purchased their stock prior to March 28, 2022, through their employment with Legacy TOC, were induced to vote in favor of the merger via a materially false and misleading Proxy Prospectus, and were later restricted from, or otherwise unable to sell or dispose of their post-merger Terran Orbital ("New TOC") common stock because of the misrepresentations of defendants. The plaintiff alleges that the New TOC stock was itself issued in violation of the Securities Act because it was issued from a materially false and misleading Registration Statement and Prospectus filed with the SEC. The plaintiff furthermore claims that the defendants' failure to timely provide the class members with New TOC stock which was freely tradeable on the "Effective Date" as defined in the Merger Agreement also breached a contract formed between non-insider Legacy TOC common stockholders and Legacy TOC and New TOC.