Milestone signals progress toward merger with
Stable Road and operational spaceflights
Momentus Inc. (“Momentus” or the “Company”), a U.S. commercial
space company that intends to offer transportation and other
in-space infrastructure services, today announced that it received
a draft National Security Agreement (NSA) from the Committee on
Foreign Investment in the United States (CFIUS). The draft NSA
specifies CFIUS’s proposed requirements to resolve its national
security concerns about the foreign ownership and control of
Momentus. Receiving the draft NSA is an important milestone toward
overcoming a key issue that has delayed completion of Momentus’
proposed merger with Stable Road Acquisition Corp. (Nasdaq: SRAC,
SRACU, SRACW) (“Stable Road”).
Momentus aims to be a trusted partner to the U.S. government and
has taken swift action in response to government concerns. The
Company obtained the resignation of its co-founder and former CEO
and implemented trust and voting arrangements to ensure that the
shares of its co-founders can only be voted by U.S. citizens. The
Company voluntarily filed for CFIUS review to enable CFIUS and its
member agencies to scrutinize any and all records of Momentus, and
proactively proposed a U.S. national security mitigation plan
intended to resolve the national security concerns that CFIUS and
its member agencies have raised.
"The receipt of the draft NSA follows three months of extensive
work by the Momentus and SRAC teams," said Momentus President Dr.
Fred Kennedy. "The agreement will build on the mitigation plan that
we shared with the Department of Defense and other CFIUS member
agencies back in February. Although there is no assurance that the
parties will reach agreement on the final terms of the NSA, if and
once finalized, the NSA will document Momentus’ commitments to
implement controls to ensure that the national security concerns
described by the U.S. government as part of the CFIUS process are
resolved.”
Further interagency reviews will still be required in order to
obtain required governmental approvals for Momentus’ planned
missions. “We will work to finalize the NSA as quickly as
possible,” said Kennedy. “Once finalized and executed, we hope the
NSA will allow the Federal Aviation Administration to reconsider
Momentus’ payload application so that we may proceed with preparing
for our inaugural flight, which we hope to undertake later this
year. We’re eager to begin delivering on the promise of our
orbit-transfer and other in-space infrastructure services, and we
are committed to working with the governing agencies who are
partners in this effort.”
About Momentus
Momentus is a U.S. commercial space company. As a first-mover in
building in-space infrastructure technology, Momentus is at the
forefront of the commercialization of space. With an experienced
team of aerospace, propulsion, and robotics engineers, Momentus has
developed a cost-effective and energy-efficient in-space transport
system based on water plasma propulsion technology. Momentus has
in-place service agreements with private satellite companies, and
research organizations. For more information, visit:
http://www.momentus.space/
About Stable Road
Stable Road Acquisition Corp. (Nasdaq: SRAC, SRACW, SRACU) is a
special purpose acquisition company formed by SRC-NI Holdings, LLC,
an affiliate of Stable Road Capital, for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination.
Forward-looking statements
This press release may contain a number of “forward-looking
statements”. Forward-looking statements include statements about
the expected business combination with Stable Road Acquisition
Corp. (“Stable Road”) and expectations regarding finalization of
the NSA and the timing for such finalization, the timing of
Momentus’ inaugural flight and the review and receipt of government
approvals for Momentus’ inaugural flight. These forward-looking
statements are based on Stable Road’s and Momentus’ management’s
current expectations, estimates, projections and beliefs, as well
as a number of assumptions concerning future events. When used in
this press release, the words “begin,” “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “hopes” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Stable Road’s or Momentus’
management’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: the inability of
the parties to reach agreement on the final terms of the NSA in a
timely manner or at all, changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the proposed
business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the stockholders of Stable Road
or Momentus is not obtained; the inability of Momentus to obtain
necessary licenses and approvals for its planned missions in a
timely manner or at all; failure to realize the anticipated
benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect
to Momentus; risks related to the ability of customers to cancel
contracts for convenience; risks related to the rollout of
Momentus’ business and the timing of expected business milestones;
the effects of competition on Momentus’ future business; level of
product service or product or launch failures that could lead
customers to use competitors’ services; developments and changes in
laws and regulations, including increased regulation of the space
transportation industry; the impact of significant investigative,
regulatory or legal proceedings; the amount of redemption requests
made by Stable Road’s public stockholders; the ability of Stable
Road or the combined company to issue equity or equity-linked
securities in connection with the proposed business combination or
in the future; and other risks and uncertainties indicated from
time to time in the definitive proxy statement/consent solicitation
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the SEC by Stable Road. You are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made.
Forward-looking statements included in this press release speak
only as of the date of this press release. Except as required by
law, neither Stable Road nor Momentus undertakes any obligation to
update or revise its forward-looking statements to reflect events
or circumstances after the date of this release. Additional risks
and uncertainties are identified and discussed in the Stable Road’s
reports filed with the SEC and available at the SEC’s website at
www.sec.gov.
Additional Information and Where to Find It
In connection with the proposed transaction contemplated by the
merger agreement between Stable Road and Momentus (the “Proposed
Transaction”), Stable Road has filed with the SEC a registration
statement on Form S-4 (the “Registration Statement”) that includes
a proxy statement of Stable Road, a consent solicitation statement
of Momentus and prospectus of Stable Road, and each party will file
other documents with the SEC regarding the Proposed Transaction.
The Registration Statement has not been declared effective by the
SEC. A definitive proxy statement/consent solicitation
statement/prospectus and other relevant documents will be sent to
the stockholders of Stable Road and Momentus, seeking any required
stockholder approval, and is not intended to provide the basis for
any investment decision or any other decision in respect of such
matters. STABLE ROAD’S STOCKHOLDERS AND OTHER INTERESTED PERSONS
ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT AND
THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS WHICH
FORMS A PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY
AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND
DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION/PROSPECTUS IN
CONNECTION WITH STABLE ROAD’S SOLICITATION OF PROXIES FOR STABLE
ROAD’S SPECIAL MEETING OF STOCKHOLDERS TO APPROVE THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT (THE “PROPOSED TRANSACTION
SPECIAL MEETING”), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. When available, the definitive
proxy statement/consent solicitation statement/prospectus will be
mailed to Stable Road’s stockholders as of a record date to be
established for voting on the Proposed Transaction and the other
matters to be voted upon at the Proposed Transaction Special
Meeting. Stable Road’s stockholders will also be able to obtain
copies of the proxy statement/consent solicitation
statement/prospectus, and all other relevant documents filed or
that will be filed with the SEC in connection with the Proposed
Transaction, without charge, once available, at the SEC’s website
at http://www.sec.gov or by directing a request to: Stable Road
Capital LLC, James Norris, CPA, Chief Financial Officer, 1345 Abbot
Kinney Blvd., Venice, CA 90291; Tel: 310-956-4919;
james@stableroadcapital.com.
Participants in the Solicitation
Stable Road, Momentus and certain of their respective directors,
executive officers and other members of management and employees
may be deemed participants in the solicitation of proxies of Stable
Road’s stockholders in connection with the Proposed Transaction.
STABLE ROAD’S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN,
WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS
AND OFFICERS OF STABLE ROAD IN ITS ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE
SEC ON MARCH 8, 2021. INFORMATION REGARDING THE PERSONS WHO MAY,
UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES TO STABLE ROAD’S STOCKHOLDERS IN CONNECTION WITH THE
PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE PROPOSED
TRANSACTION SPECIAL MEETING WILL BE SET FORTH IN THE REGISTRATION
STATEMENT FOR THE PROPOSED TRANSACTION WHEN AVAILABLE. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Transaction
is included in the Registration Statement that Stable Road has
filed with the SEC.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Proposed Transaction
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20210514005125/en/
Jessica Pieczonka press@momentus.space (650) 564-7820
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