The Complaint alleges that, throughout the Class Period, Class members were induced to vote in favor of the merger via a materially false and misleading Proxy Prospectus but later were restricted from, or otherwise unable to, sell or dispose of their post-merger Terran Orbital common stock because of the misfeasance and/or malfeasance of the Defendants. The Complaint further alleges that the New TOC stock was itself issued in violation of the Securities Act of 1933 because it was issued from a materially false and misleading S-4 Registration Statement and Prospectus.