Mark One) 2022 (State or other jurisdiction of (I.R.S. Employer (DEFICIT) and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Significant Accounting Policies three months ended March 31, 2022 and 2021. Such adjustments are of a normal and recurring nature. The of operations. respective assets. The estimated useful lives of fixed assets by asset category are described below: satisfaction of the Company’s performance obligation or when the customer cancels the contract. For the year ended December 31, 2021, the Company recognized revenue related to customer cancelled contracts of $0.3 million, which current assets consisted of the following: Statements” elsewhere in this Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements. Vigoride orbital transfer vehicle on the launch targeted for May 2022. Together with a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”), the Company has received all required government approvals required for its inaugural flight. See Note 14. vehicles. We expect to continue to Business Combination. PIPE. As of March 31, accordance with GAAP. The preparation of vest. We account for forfeitures as they occur. foreign currency transactions for the three and three months ended March 31, 2022 and 2021. Currently, a significant portion of our cash receipts and expenses are generated in U.S. dollars. INTERNAL CONTROL OVER FINANCIAL REPORTING effective at the reasonable assurance level. Risk Factors Company on March 9, 2022. The MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2020☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 File Number:file number 001-39128Stable Road Acquisition Corp.(Exact name of registrant as specified in its charter) Delaware 84-1905538
incorporation or organization)
Identification No.)1345 Abbot Kinney Blvd.Venice, California9029195134 (Address of principal executive offices)Principal Executive Offices)(Zip Code) (883) 478-2253(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)Section 12(b)section 12(g) of the Act:Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrantcommon stockSRACUMNTS The Nasdaq StockCapital Market LLCClass A Common Stock, par value $0.0001 per shareWarrantsSRACMNTSW The Nasdaq StockCapital Market LLCRedeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50SRACWThe Nasdaq Stock Market LLCregistrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o☒x No ☐o company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ☐oAccelerated filer ☐oNon-accelerated filer ☒xSmaller reporting company ☒xEmerging growth company ☒x ☐Exchange Act). Yes ☒o No ☐As of May 11, 2020, there were 17,795,000Class A common stock and 4,312,500 sharesas of Class B common stockMarch 31, 2022.iPART I - FINANCIAL INFORMATION March 31,
2020 December 31,
2019 (unaudited) ASSETS Current assets Cash $ 984,919 $ 1,093,184 Prepaid expenses 230,895 268,616 Total Current Assets 1,215,814 1,361,800 Cash and marketable securities held in Trust Account 173,396,298 172,846,011 Total Assets $ 174,612,112 $ 174,207,811 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accrued expenses $ 119,133 $ 147,742 Income taxes payable 221,006 47,567 Total Current Liabilities 340,139 195,309 Deferred underwriting fee payable 6,900,000 6,900,000 Total Liabilities 7,240,139 7,095,309 Commitments and Contingencies Class A common stock subject to possible redemption, 16,237,197 and 16,211,250 shares at $10.00 per share redemption value at March 31, 2020 and December 31, 2019, respectively 162,371,970 162,112,500 Stockholders’ Equity Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,557,803 and 1,583,750 issued and outstanding (excluding16,237,197 and 16,211,250 shares subject to possible redemption) at March 31, 2020 and December 31, 2019, respectively 156 158 Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding at March 31, 2020 and December 31, 2019 431 431 Additional paid-in capital 4,677,586 4,937,054 Retained earnings 321,830 62,359 Total Stockholders’ Equity 5,000,003 5,000,002 Total Liabilities and Stockholders’ Equity $ 174,612,112 $ 174,207,811 March 31,
2022December 31,
2021(unaudited) ASSETS Current assets: Cash and cash equivalents $ 135,602 $ 160,036 Restricted cash, current 100 197 Prepaids and other current assets 7,984 9,431 Total current assets 143,686 169,664 Property, machinery and equipment, net 4,726 4,829 Intangible assets, net 656 349 Operating right of use asset 7,282 7,604 Restricted cash, non-current 324 314 Other non-current assets 5,750 3,065 Total assets $ 162,424 $ 185,825 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 3,289 $ 1,911 Accrued expenses 9,568 9,785 Loan payable, current 9,432 20,907 Operating lease liability, current 1,143 1,189 Share repurchase liability, current 6,000 — Other current liabilities 5,090 5,075 Total current liabilities 34,522 38,867 Contract liabilities, non-current 1,654 1,554 Loan Payable, non-current 11,303 — Warrant liability 6,200 5,749 Operating lease liability, non-current 7,002 7,284 Other non-current liabilities 488 483 Total non-current liabilities 26,647 15,070 Total liabilities 61,169 53,937 0 0 Stockholders’ equity: Common stock, $0.00001 par value; 250,000,000 shares authorized and 81,755,715 issued and outstanding as of March 31, 2022; 142,804,498 shares authorized and 81,211,781 issued and outstanding as of December 31, 2021 1 1 Additional paid-in capital 336,771 340,570 Accumulated deficit (235,517) (208,683) Total stockholders’ equity 101,255 131,888 Total liabilities and stockholders’ equity $ 162,424 $ 185,825 unaudited condensedaudited financial statements.1STABLE ROAD ACQUISITION CORP.STATEMENTCONSOLIDATED STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2020General and administrative expenses $ 236,879 Loss from operations (236,879 ) Other income: Interest earned on marketable securities held in Trust Account 669,789 Income before provision for income taxes 432,910 Provision for income taxes (173,439 ) Net income $ 259,471 Weighted average shares outstanding of Class A redeemable common stock 17,250,000 Basic and diluted income per share, Class A $ 0.03 Weighted average shares outstanding of Class A and Class B non-redeemable common stock 4,857,500 Basic and diluted net loss per share, Class A and Class B $ (0.04 ) Three Months Ended
March 31,2022 2021 Service revenue $ — $ 130 Cost of revenue — 48 Gross margin — 82 Operating expenses: Research and development expenses 9,971 9,906 Selling, general and administrative expenses 14,853 14,005 Total operating expenses 24,824 23,911 Loss from operations (24,824) (23,829) Other income (expense): Decrease in fair value of SAFE notes — 81,564 Decrease (increase) in fair value of warrants (451) 8,083 Realized loss on disposal of asset (70) — Interest income — 1 Interest expense (1,492) (968) Other income (expense) 3 (179) Total other income (expense) (2,010) 88,500 Net income (loss) $ (26,834) $ 64,671 Net income (loss) per share, basic $ (0.34) $ 1.03 Net income (loss) per share, diluted $ (0.34) $ (0.28) Weighted average shares outstanding, basic 79,958,383 62,733,080 Weighted average shares outstanding, diluted 79,958,383 87,684,818 the unauditedthese condensed consolidated financial statements.2STABLE ROAD ACQUISITION CORP.STATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYFOR THETHREE MONTHS ENDED MARCH 31, 2020 Class A
Common Stock Class B
Common Stock Additional
Paid-in Retained Total
Stockholders’ Shares Amount Shares Amount Capital Earnings Equity Balance – January 1, 2020 1,583,750 $ 158 4,312,500 $ 431 $ 4,937,054 $ 62,359 $ 5,000,002 Change in value of common stock subject to possible redemption (25,947 ) (2 ) — — (259,468 ) — (259,470 ) Net income — — — — — 259,471 259,471 Balance – March 31, 2020 1,557,803 $ 156 4,312,500 $ 431 $ 4,677,586 $ 321,830 $ 5,000,003 Preferred stock FF Preferred stock Common stock –
Class ACommon stock –
Class BTreasury Stock Common stock –
Class AAdditional paid in capital Accumulated deficit Total stockholders’ equity (deficit) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance, December 31, 2021 — $ — — $ — — $ — — $ — — $ — 81,211,781 $ 1 $ 340,570 $ (208,683) $ 131,888 Issuance of common stock upon exercise of stock options — — — — — — — — — — 170,751 — 48 — 48 Issuance of common stock upon vesting of RSUs — — — — — — — — — — 113,710 — — — — Share repurchase related to Section 16 Officer tax coverage exchange — — — — — — — — — — (18,673) — (59) — (59) Stock-based compensation – Stock options and RSAs — — — — — — — — — — — — 2,212 — 2,212 Share repurchase — — — — — — — — — — — — (6,000) — (6,000) Shares issued upon exercise of Warrant — — — — — — — — — — 278,146 — — — — Net loss — — — — — — — — — — — — — (26,834) (26,834) March 31, 2022 — $ — — $ — — $ — — $ — — $ — 81,755,715 $ 1 $ 336,771 $ (235,517) $ 101,255 Preferred stock FF Preferred stock Common stock –
Class ACommon stock –
Class BTreasury Stock Common stock –
Class AAdditional paid in capital Accumulated deficit Total stockholders’ deficit Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance, December 31, 2020 144,875,941 — 20,000,000 — 18,398,005 — 70,000,000 — — — — $ — $ 39,866 $ (329,338) $ (289,472) Retroactive application of recapitalization (144,875,941) — (20,000,000) — (18,398,005) — (70,000,000) — — — 62,510,690 1 — — — Balance, December 31, 2020, as adjusted — $ — — $ — — $ — — $ — — $ — 62,510,690 $ 1 $ 39,866 $ (329,338) $ (289,472) Issuance of common stock upon exercise of stock options — — — — — — — — — — 270,582 — 24 — 24 Stock-based compensation – Stock options and RSAs — — — — — — — — — — — — 5,768 — 5,768 Net income — — — — — — — — — — — — — 64,671 64,671 March 31, 2021 — $ — — $ — — $ — — $ — — $ — 62,781,272 $ 1 $ 45,658 $ (264,667) $ (219,009) the unauditedthese condensed consolidated financial statements.statementsSTABLE ROAD ACQUISITION CORP.STATEMENTCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2020Cash Flows from Operating Activities: Net income $ 259,471 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on marketable securities held in Trust Account (669,789 ) Changes in operating assets and liabilities: Prepaid expenses 37,721 Accrued expenses (28,609 ) Income taxes payable 173,439 Net cash used in operating activities (227,767 ) Cash Flows from Investing Activities: Cash withdrawn from Trust Account for taxes 119,502 Net cash provided by investing activities 119,502 Net Change in Cash (108,265 ) Cash – Beginning of period 1,093,184 Cash – End of period $ 984,919 Supplemental Disclosure of Non-Cash Activities: Change in value of common stock subject to possible redemption $ 259,470 Three Months Ended
March 31,2022 2021 Cash flows from operating activities: Net income (loss) $ (26,834) $ 64,671 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 294 199 Amortization of debt discount and issuance costs 742 718 Accrued interest 13 — (Decrease) increase in fair value of warrants 451 (8,083) Decrease in fair value of SAFE notes — (81,564) Impairment of prepaid launch costs — 750 Loss on disposal of fixed asset 70 — Stock-based compensation expense 2,212 5,768 Changes in operating assets and liabilities: Prepaids and other current assets 1,447 (9,246) Other non-current assets (2,685) 93 Accounts payable 1,387 (97) Accrued expenses (273) 5,120 Other current liabilities 14 80 Contract liabilities 100 146 Lease liability and right of use asset (6) 245 Other non-current liabilities 6 — Net cash used in operating activities (23,062) (21,199) Cash flows from investing activities: Purchases of property, machinery and equipment (290) (429) Purchases of intangible assets (231) (3) Net cash used in investing activities (521) (431) Cash flows from financing activities: Proceeds from issuance of SAFE notes — 30,853 Proceeds from issuance of loan payable — 25,000 Proceeds from exercise of stock options 48 24 Repurchase of Section 16 Officer shares for tax coverage exchange (59) — Payment of notes payable (927) — Payment of debt issuance costs — (144) Payment of warrant issuance costs — (31) Net cash (used in) provided by financing activities (938) 55,702 Increase in cash, cash equivalents and restricted cash (24,521) 34,071 Cash, cash equivalents and restricted cash, beginning of period 160,547 23,520 Cash, cash equivalents and restricted cash, end of period $ 136,026 $ 57,591 Supplemental disclosure of non-cash investing and financing activities Deferred offering costs in accounts payable and accrued expenses at period end $ — $ 861 Operating lease right-of-use assets in exchange for lease obligations $ — $ 8,501 Share repurchase liability fair value $ 6,000 $ — Supplemental disclosure of cash flow information Cash paid for interest $ 750 $ 250 the unauditedthese condensed consolidated financial statements.statementsSTABLE ROAD ACQUISITION CORP.MARCH 31,(Unaudited)NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSCorp. (the “Company”Corp (“SRAC”) was incorporated in, Project Marvel First Merger Sub, Inc., a Delaware on May 28, 2019. The Company was formed for the purposecorporation and a direct, wholly owned subsidiary of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”SRAC (“First Merger Sub”).Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends is focusing its search on companies in the cannabis industry. The Company is an early stage, and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.As of March 31, 2020, the Company had not commenced any operations. All activity through March 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2019. On November 13, 2019, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 3.Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to SRC-NI Holdings,Project Marvel Second Merger Sub, LLC, a Delaware limited liability company (the “Sponsor”and a direct, wholly owned subsidiary of SRAC (“Second Merger Sub”), pursuant to which First Merger Sub merged with and Cantor Fitzgerald & Co.into Momentus Inc., a Delaware corporation (“Cantor”Legacy Momentus”), with Legacy Momentus as the underwritersurviving corporation of the Initial Public Offering, generating gross proceeds of $5,450,000,First Merger Sub, and immediately following which is described in Note 4.Transaction costs amounted to $10,924,857, consisting of $3,450,000 of underwriting fees, $6,900,000 of deferred underwriting feesLegacy Momentus merged with and $574,857 of other offering costs.into the Second Merger Sub, with the Second Merger Sub as the surviving entity (the “Business Combination”). In addition, as of March 31, 2020, cash of $984,919 was held outside of the Trust Account (as defined below) and is available for working capital purposes.Followingconnection with the closing of the Initial Public Offering on November 13, 2019, an amountBusiness Combination (the “Closing”), the Company changed its name from Stable Road Acquisition Corp. to Momentus Inc., and Legacy Momentus changed its name to Momentus Space, LLC.$172,500,000 ($10.00 per Unit) fromaccounting, SRAC, who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Momentus is treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger is treated as the equivalent of a capital transaction in which Legacy Momentus issued stock for the net proceedsassets of SRAC, with no goodwill or other intangible assets recorded, and Legacy Momentus’ financial statements became those of the sale of the Units in the Initial Public OfferingCompany. Reported shares and the sale of the Placement Units was placed in a trust account (“Trust Account”) and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.The Company’s management has broad discretion with respectearnings per share available to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.The Company will provide holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunityCompany’s common stock, prior to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, or (ii) by means of a tender offer. The decisionhave been retroactively restated as to whethershares reflecting the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solelyexchange ratio established in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, less up to $100,000 of interest to pay dissolution expenses). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder voteSee Note 3 for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendmentinformation.(i) that would affectof the substance or timingCompany, at the Closing, each share of SRAC’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), converted into 1 share of SRAC’s Class A Common Stock. After the Closing and following the effectiveness of the Second Amended and Restated Certificate of Incorporation of the Company, each share of Class A Common Stock was automatically reclassified, redesignated and changed into 1 validly issued, fully paid and non-assessable share of the Company’s obligation to redeem 100% of its Public Shares ifCommon Stock, par value $0.00001 per share (the “Common Stock”), without any further action by the Company does not complete aor any stockholder thereof.or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unlessSRAC’s units, public shares, and public warrants were listed on the Company providesNasdaq under the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.The Company will have until Maysymbols “SRACU,” “SRAC,” and “SRACW,” respectively. On August 13, 2021, to complete a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earnedCompany's Class A common stock and public warrants began trading on the funds held inNasdaq, under the Trust Accountsymbols “MNTS” and not previously released“MNTSW,” respectively.the Company to pay its tax obligations (less up to $100,000which such investors collectively subscribed for an aggregate of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval11,000,000 shares of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and (along with Cantor) Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less thanClass A common stock at $10.00 per share duefor aggregate gross proceeds of $110.0 million (the “PIPE Investment”). The PIPE Investors were also granted an equal number of private warrants to reductions inpurchase the valueCompany’s Class A common stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC Topic 815, trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account.Merger.STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)Going ConcernIn connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” the Company has until May 13, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 13, 2021.NOTESUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasisSummary of Presentationaccounting principles generally accepted inGAAP and pursuant to the United States of America (“GAAP”) for interim financial informationrules and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-Xregulations of the SEC.Securities and Exchange Commission (the “SEC”). Certain information orand footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to thesuch rules and regulationsregulations. The balance sheet as of December 31, 2021 was derived from the SEC for interimCompany’s audited financial reporting. Accordingly, they dostatements but does not include all disclosures required by GAAP for audited financial statements. Any reference in these notes to applicable guidance is meant to refer to the informationauthoritative GAAP as found in the Accounting Standards Codification (“ASC”) and footnotes necessary for a complete presentationAccounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).position, results of operations, or cash flows.statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements includecontain all adjustments consisting of a normal recurring nature, whichthat are necessary for a fair presentation ofto present fairly the Company’s financial position operating resultsas of March 31, 2022 and December 31, 2021, the net income (loss) for the three months ended March 31, 2022 and 2021, the stockholders’ equity (deficit) for the three months ended March 31, 2022 and 2021, and cash flows for the periods presented.accompanying unauditedresults for the three months ended March 31, 2022 are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period. These interim condensed consolidated financial statements should be read in conjunction with the Company’saudited financial statements as of and for the years ended December 31, 2021 and 2020, filed with the SEC in in our Annual Report on Form 10-K filed by the Company on March 9, 2022.year ended December 31, 2019net assets of SRAC, accompanied by a recapitalization. The net assets of SRAC are recorded at historical cost, with no goodwill or other intangible assets recorded.fileda reduction of the amount of equity raised, presented in additional paid in capital, while all costs allocated to the liability classified warrants were charged to expense.SEC on March 26, 2020, which containsBusiness Combination, outstanding units of Momentus were converted into common stock of the auditedCompany, par value $0.00001 per share, representing a recapitalization. Momentus is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closingnotes thereto. The financial information asaccompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of December 31, 2019 is derivedwhich form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the auditedpreparation of the financial statements presented ininclude, but are not limited to, accounting for useful lives of property, machinery and equipment, net, intangible assets, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation, stock-based awards, SAFE notes and warrant liabilities.Annual Reportfinancial statements will depend on Form 10-K forfuture developments, including the year ended December 31, 2019. The interim results for the three months ended March 31, 2020 are not necessarily indicativeduration of the outbreak, resurgences and emergence of variants, all of which are highly uncertain and cannot be predicted. The potential impact of COVID-19 on the Company’s operations is inherently difficult to predict and could adversely impact the Company’s business, financial condition or results to be expected for the year ending December 31, 2020 or for any future interim periods.The Company is an “emerging growth company,” as defined in Status2(a)102(b)(1) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can electchoose not to opt outtake advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, butand any such election to opt outnot take advantage of the extended transition period is irrevocable. The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and has elected not to opt outtake advantage of suchthe benefits of the extended transition period which means that when a standard is issuedfor new or revised and it has different application dates for public or private companies, thefinancial accounting standards. The Company aswill remain an emerging growth company canuntil the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which the Post-Combination Company has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which the Company has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2024, and the Company expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt thesuch new or revised standard ataccounting standards to the time private companies adopt the new or revised standard.extent permitted by such standards. This may make comparison ofit difficult or impossible to compare the Company’s financial statementsresults with the financial results of another public company whichthat is neithereither not an emerging growth company noror is an emerging growth company whichthat has opted outchosen not to take advantage of using the extended transition period difficult or impossibleexemptions because of the potential differences in accounting standards used.
Cash and cash equivalentsSTABLE ROAD ACQUISITION CORP.MARCH 31, 2020(Unaudited)UseEstimatesThe preparationSignificant Accounting Policiescondensedcash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.statements in conformity with GAAP requires managementinstitutions for two purposes. $0.4 million is restricted as collateral for a letter of credit issued to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.Common Stock Subject to Possible RedemptionThe Company accounts for its common stock subject to possible redemptionCompany’s landlord in accordance with the guidanceterms of a lease agreement entered into in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemptionDecember 2020. A portion of this restricted cash ($0.1 million) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either withincurrent asset as it will be returned to the controlCompany one year following the completion of the holder or subjectBusiness Combination with SRAC, while the remaining $0.3 million is classified as a non-current asset as it will be returned to redemptionthe Company upon the occurrence of uncertainfuture events not solely withinwhich are expected to occur beyond at least one year from March 31, 2022.Company’s control) istransport vehicle to orbit. Prepaid costs allocated to the delivery of a customers’ payload are classified as temporary equity. At all other times, common stock isdeferred fulfillment costs and recognized as cost of revenue upon delivery of the customers’ payload. Prepaid costs allocated to our payload are classified as stockholders’ equity.prepaid launch costs and are amortized to research and development expense upon the release of our payload. The Company’s Class A common stock held by Public Stockholders features certain redemption rightsallocation is determined based on the distribution between customer and out payload weight on each launch.areit was terminating 2 launch service agreements for flights scheduled during calendar year 2021 and that they considered the Company to be outsidein default of prior payments totaling $8.7 million. The Company believed the prepayments would be non-recoverable as this was the third time the payload was rescheduled. As a result of the notification from one of its launch service providers, the Company recorded an impairment charge of $8.7 million of prepaid launch costs during the three months ended June 30, 2021. There was an unrelated impairment of $0.8 million the three months ended March 31, 2021.control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2020 and December 31, 2019, there were 16,237,197 and 16,211,250 shares of Class A common stock subject to possible redemption, respectively, presented as temporary equity, outsideinaugural flight of the stockholders’ equity sectionVigoride orbital transfer vehicle on the launch targeted for May 2022. Together with a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”), the Company has received all required government approvals required for its inaugural flight. See Note 14.Company’s condensed balance sheets.Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term (one year to seven years) Machinery and equipment Seven years through the closing date of the Initial Public Offering that arewere directly related to the Initial Public Offering. OfferingCompany’s Business Combination. Upon completion of the Business Combination, all deferred offering costs amountingwere netted with proceeds from the Business Combination, with costs relating to $10,924,857the issuance of equity recorded as a reduction of additional paid in capital, while all costs related to the liability classified warrants were charged to stockholders’ equityexpense. See Note 3 for more information.completionearlier of the Initial Public Offering.Income Taxesfollowsalso recorded $(0.1) million as a reduction of cost of revenue which represents the reversal of a contingency recorded during the prior year for loss contracts, partially offset by costs incurred related to one of the cancelled contracts. During the year ended December 31, 2021, in conjunction with the isolated refunds described below, the Company signed amendments with those customers considered in the contingency, such that the services will no longer be free of charge.of accounting fordeferred income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized fordetermined based upon the estimated future tax consequences attributable to differencesdifference between the financial statementsstatement carrying amounts and the tax basis of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities areratesrate expected to apply to taxable income in the years in which those temporarythe differences are expected to be recovered or settled. The effect onreversed.and liabilities ofthat can be realized, the Company will adjust its valuation allowance with a change in tax rates is recognized incorresponding impact to the provision for income taxes in the period that includedin which such determination is made. enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expectedin the course of preparing its tax returns to determine whether tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more likely than not” threshold would be taken inrecorded as a tax return. For those benefits to beexpense in the current year. The amount recognized a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to incomeestimate and management judgment with respect to the likely outcome of each uncertain tax examinationsposition. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized.major taxing authorities since inception.Net Income (Loss) per Common ShareNet income (loss) per common sharethe chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280, “Segment Reporting,” we are not organized around specific services or geographic regions. We currently operate in one service line providing in-space transportation services.computedthe same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as 1 operating and reportable segment.dividingthe FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or results of operations.(loss)for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard onweighted average numbergeneral principles in income taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s financial statements.outstandingupon the closing of the Business Combination.period. The Company has not consideredaccounting acquirer and SRAC as the effect of warrants soldacquired company for accounting purposes. Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s stockholders prior to the Merger had the greatest voting interest in the Initial Public Offering and as partcombined entity, Momentus Inc. comprises all of the Placement Unitsongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Momentus Inc. and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Momentus Inc.8,897,500shares of the Company’s Class A common stock based on an exchange ratio of 0.2467416, and each outstanding restricted stock award was converted into restricted stock awards of the Company that, upon vesting, may be settled for shares of the Company’s Class A common stock based on an exchange ratio of 0.2467416.in the calculationfor a period of diluted income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock held by Public Stockholders for the threesix months ended March 31, 2020 is calculated by dividing the interest income earned on the Trust Account of $669,789, net of applicable franchise and income taxes of approximately $223,000 for the three months ended March 31, 2020, by the weighted average number of shares of Class A redeemable common stock held by Public Stockholders since issuance. Net loss per common share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing net income for the three months ended March 31, 2020 of $259,471 less income attributable to Class A redeemable common stock of $446,350, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares and the shares included in the Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2020 and December 31, 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.Fair Value of Financial InstrumentsThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.NOTE 3. INITIAL PUBLIC OFFERINGPursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 2,250,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).NOTE 4. PRIVATE PLACEMENTSimultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 545,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $5,450,000. Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one-half of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will be worthless.NOTE 5. RELATED PARTY TRANSACTIONSFounder SharesIn June 2019, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to certain adjustments, as described in Note 7.STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)The Founder Shares included up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assumingClosing or, if earlier, the Sponsor did not purchase any Public Shares infirst date the Initial Public Offering and excluding Placement Shares included in the Placement Units). As a result of the underwriter’s election to fully exercise its over-allotment option, the 562,500 Founder Shares are no longer subject to forfeiture.The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last saleclosing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y)following the date onClosing.the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in allsuch investors collectively subscribed for an aggregate of 11,000,000 shares of the Company’s stockholders having the right to exchange their shares ofClass A common stock at $10.00 per share for cash, securities oraggregate gross proceeds of $110.0 million. The PIPE Investors were also granted an equal number of private warrants to purchase the Company’s Class A common stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815, and the warrant liability was initially valued at $30.5 million. See Note 11 for more information. The PIPE Investment was consummated concurrently with the closing of the Merger.property.Related Party Loans(in thousands) March 31,
2022December 31,
2021Prepaid research and development 4,108 4,870 Prepaid insurance and other assets 3,876 4,562 Total $ 7,984 $ 9,431 June 28, 2019, the Sponsor agreed to loanMay 10, 2021, the Company an aggregate of up to $300,000 to cover expenses relatedreceived a letter from the U.S. Federal Aviation Administration (“FAA”) denying the Company’s application for a payload review for the then-planned June 2021 launch. According to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Noteletter, during an interagency consultation, the FAA was non-interest bearing and payable oninformed that the earlier of December 31, 2019 or the completion of the Initial Public Offering. Borrowings outstanding under the Promissory Note of $222,725 were repaid upon the consummation of the Initial Public Offering on November 13, 2019.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certainlaunch of the Company’s officers and directors may, but are not obligated to, loanpayload posed national security concerns associated with the Company’s then-current corporate structure. The letter further stated that the FAA understood that the Company funds as may be required (“Working Capital Loans”). Ifwas undergoing a process that might resolve the national security concerns, and that the FAA could reconsider a payload application when that process was completed.completes a Business Combination,received notification from one of its launch service providers that it was terminating two launch service agreements for flights scheduled during calendar year 2021 and that they considered the Company would repayto be in default of prior payments totaling $8.7 million. The Company believed the Working Capital Loans outprepayments were non-recoverable as this was the third time the payload was rescheduled. As a result of the proceedsnotification from one of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close,its launch service providers, the Company may use a portionrecorded an impairment charge of proceeds held outside$8.7 million of prepaid launch costs during the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Exceptthree months ended June 30, 2021. There was an unrelated impairment of $0.8 million for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. There were no outstanding borrowings under the Working Capital Loans as of March 31, 2020.Administrative Support AgreementThe Company entered into an agreement whereby, commencing on November 8, 2019 through the earlier of the Company’s consummation of a Business Combination or its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and administrative support. For the three months ended March 31, 2021.(in thousands) March 31,
2022December 31,
2021Computer equipment $ 178 $ 178 Furniture and fixtures 55 206 Leasehold improvements 2,693 2,693 Machinery and equipment 3,406 3,332 Construction in-progress 396 247 Property, machinery and equipment, gross 6,728 6,656 Less: accumulated depreciation (2,002) (1,827) Property, machinery and equipment, net $ 4,726 $ 4,829 (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 415 $ (102) $ 313 7.3 Capitalized cloud implementation costs 377 (34) 343 2.8 Total $ 793 $ (136) $ 656 (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 404 $ (91) $ 313 7.5 Capitalized cloud implementation costs 43 (7) 36 2.6 Total $ 447 $ (98) $ 349 (in thousands) Remainder of 2022 $ 170 2023 170 2024 162 2025 58 2026 44 Thereafter 52 Total 656 (in thousands) Three Months Ended
March 31,2022 2021 Operating lease cost $ 440 $ 435 Variable lease expense 150 147 Short-term lease expense — 3 Total lease expense $ 591 $ 586 (in thousands) Remainder of 2022 $ 1,188 2023 1,533 2024 1,580 2025 1,627 2026 1,674 Thereafter 2,026 Total lease payments 9,628 Less: Imputed interest (1,483) Present value of lease liabilities $ 8,145 (in thousands) March 31,
2022December 31,
2021Legal and other professional services 4,942 4,121 Compensation expense $ 1,615 $ 3,862 Research and development projects 1,903 1,240 Other current expense 939 399 Payroll tax expense 168 163 Total $ 9,568 $ 9,785 Shares % Momentus Space, LLC unit holders 50,419,505 63 % Public stockholders 13,695,257 17 % SRAC and its affiliates 4,657,500 6 % PIPE investors 11,000,000 14 % Total 79,772,262 100 % incurred $30,000entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (“Equipment Loan”). In conjunction with the equipment financing agreement, the Company issued stock purchase warrants to the lender, which allowed for the purchase of 191,108 shares of common stock in feesa subsequent round of financing. These warrants were also accounted for these services,as a derivative liability and the decrease in the estimated fair value of the warrant of $(1.1) million for the three months ended March 31, 2021 was recorded within other income (expense) in the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination.$50,000were exercised on a net basis for 278,146 shares during the three months ended March 31, 2022.$20,000,the increase in estimated fair value of the warrants of $0.5 million for the three months ended March 31, 2022 was recorded within other expense. The public warrants and the legacy outstanding private warrants were recorded as equity.(in thousands, except share-based data) Total Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 4,043,492 $ 0.27 Granted 1,064,862 2.54 Vested exercised (173,883) 0.28 Forfeitures (171,331) 0.28 Outstanding as of March 31, 2022 4,763,140 $ 0.77 7.4 $ 11,510 Exercisable as of March 31, 2022 2,682,330 $ 0.26 6.3 $ 7,856 Vested and expected to vest as of March 31, 2022 4,763,140 $ 0.77 7.4 $ 11,510 Three Months Ended March 31, 2022 2021 Expected term (in years) 5.8 N/A Risk-free interest rate 2.35% N/A Expected volatility 61.90% N/A Dividend yield 0.00% N/A Fair value on grant date $1.46 N/A Shares Weighted Average Grant Date Fair Value (i.e. share price) Outstanding as of December 31, 2021 2,812,110 $ 10.87 Granted 4,017,046 2.54 Vested (121,424) 9.81 Forfeited (573,444) 10.91 Outstanding as of March 31, 2022 6,134,288 $ 5.42 Three Months Ended March 31, (in thousands) 2022 2021 Research and development expenses $ 373 $ 68 Selling, general and administrative expenses 1,839 5,700 Total $ 2,212 $ 5,768 Three Months Ended March 31, (in thousands) 2022 2021 Options $ 77 $ 5,768 RSUs & RSAs 2,075 — ESPP 60 — Total $ 2,212 $ 5,768 accompanying condensed balance sheets atvesting of options for 273,571 shares. The modified option awards have an exercise price of $0.28 per share, expected term of 6.25 years, a risk-free rate of 0.86%, expected volatility of 97% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.91 per share. The incremental compensation related to the accelerated options totaled $2.9 million.20202022 and December2021.Diluted Net Income (Loss) Per Share Three Months Ended
March 31,(in thousands, except share-based data) 2022 2021 Numerator: Net income (loss) $ (26,834) $ 64,671 Less: Decrease in fair value of SAFE notes — (81,564) Increase in fair value of warrants — (8,081) Undistributed loss allocated to common stockholders for diluted net loss per share $ (26,834) $ (24,974) Denominator: Denominator for basic net income (loss) per share - weighted average shares outstanding 79,958,383 62,733,080 Dilutive options and unvested stock units outstanding — 6,914,766 Dilutive warrants outstanding — 1,163,377 Dilutive SAFE notes outstanding (shares not reserved) — 16,873,595 Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding 79,958,383 87,684,818 Net income (loss) per share - diluted $ (0.34) $ (0.28) 2019, respectively.2022, the inclusion of certain options, unvested stock units, warrants, and contingent Sponsor Earnout Shares in the calculation of diluted earnings per share would be anti-dilutive, and, accordingly, were excluded from the diluted loss per share calculation. As the Company had net income for the three months ended March 31, 2021, there were no exclusions from the diluted income per share calculation.Three Months Ended
March 31,2022 2021 Options and unvested stock units outstanding 6,884,261 N/A Warrant outstanding 20,156,621 N/A Contingent Sponsor Earnout Shares 1,437,500 N/A Total 28,478,382 N/A NOTE 6. COMMITMENTS AND CONTINGENCIESRisksUncertaintiesManagement is currently evaluatingContingenciesimpactnormal course of business. These obligations include purchase orders and agreements to purchase goods or services that are enforceable, legally binding, and have significant terms and minimum purchases stipulated. As of March 31, 2022, the Company’s future unconditional purchase obligations are as follows:(in thousands) 2022 $ 10,277 2023 11,300 Thereafter — Total $ 21,577 COVID-19 pandemicsecurities laws, and seeks damages on behalf of a putative class of stockholders who purchased SRAC stock between October 7, 2020 and July 13, 2021.industryUnited States District Court for the Central District of California, in cases captioned Hall v. Stable Road Acquisition Corp., et al., No. 2:21-cv-05943 (the "Hall class action") and has concluded that while itDepoy v. Stable Road Acquisition Corp., et al., No. 2:21-cv-06287 (the "Depoy class action"). The allegations in the Hall and Depoy class actions are substantially the same as the allegations in the Jensen class action (collectively, referred to as the "securities class actions") and the purported class period is reasonably possibleidentical. On October 20, 2021, the securities class actions were consolidated in the first filed matter. Other, similar suits may follow.virus could have a negative effect ondefendants made certain material misrepresentations, and omitted certain material information, in their public statements and disclosures regarding the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable asProposed Transaction, in violation of the datesecurities laws, and seeks damages on behalf of these financial statements. The financial statements do not include any adjustments that might result froma putative class of stockholders who purchased SRAC stock between October 7, 2020 and July 13, 2021. On February 14, 2022, Momentus filed a motion to dismiss the outcomeAmended Complaint. Momentus disputes the allegations in the Amended Complaint and intends to vigorously defend the litigation.
MOMENTUS INC.STABLE ROAD ACQUISITION CORP.MARCH 31, 2020(Unaudited)Registration RightsPursuant to a registration rights agreement entered into on November 7, 2019, the holders of the Founder Shares, Placement Units (includingcontained therein)class actions and units (including securities contained therein) thatother such litigation matters may be issued upon conversion of Working Capital Loans,time-consuming, divert management’s attention and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights, requiringresources, cause the Company to registerincur significant defense and settlement costs or liability, even if we believe the claims asserted against us are without merit. We intend to vigorously defend against all such securities for resale (in the caseclaims. Because of the Founder Shares, only after conversion to Class A common stock). The holderspotential risks, expenses and uncertainties of litigation, as well as claims for indemnity from various of the majorityparties concerned, we may from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, further compounded by various claims for indemnity which may or may not be fully insured, we cannot assure that the results of these securities are entitled to make up to three demands, excluding short form demands, thatactions, either individually or in the aggregate, will not have a material adverse effect on our operating results and financial condition.register such securities. In addition,received a subpoena from the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completionDivision of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective dateEnforcement of the registration statementU.S. Securities and may not exercise its demand rightsExchange Commission ("Division of Enforcement") requesting documents regarding the Registration Statement on more than one occasion. The Company will bear the expenses incurredForm S-4 and Amendment No. 1 thereto (the "Registration Statement") filed by SRAC in connection with the filing of any such registration statements.Underwriting AgreementThe underwriter was paid a cash underwriting discount of $3,450,000, or $0.20 per Unit of the gross proceeds from the Units sold in the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.40 per Unit of the gross proceeds from the Units sold in the Initial Public Offering, or $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.NOTE 7. STOCKHOLDERS' EQUITYPreferred Stock —Combination. The Company is authorized to issue 1,000,000 shares of preferred stock withentered into a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.Common StockClass A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2020 and December 31, 2019, there were 1,557,803 and 1,583,750 shares of Class A common stock issued or outstanding, excluding 16,237,197 and 16,211,250 shares of common stock subject to possible redemption, respectively.Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2020 and December 31, 2019, there were 4,312,500 shares of Class B common stock issued and outstanding.Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law.The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)Warrants— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to filesettlement with the SEC on July 8, 2021. As a registration statement covering the shares of Class A common stock issuable upon exerciseresult of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.Once the warrants become exercisable, the Company may redeem the Public Warrants:●in whole and not in part;●at a price of $0.01 per warrant;●upon not less than 30 days’ prior written notice of redemption; and●if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.NOTE 8. FAIR VALUE MEASUREMENTSThe Company classifies its U.S. Treasury and equivalent securities as held-to-maturitysettlement, in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which450, haspaid a fine of $2 million and recorded a liability of $5 million, due one year from the abilitysettlement date.intentMr. Kokorich, with support from SRAC, submitted a joint notice to holdthe CFIUS for review of the historical acquisition of interests in the Company by Mr. Kokorich, his wife, and entities that they control in response to concerns of the U.S. Department of Defense regarding the Company’s foreign ownership and control. On June 8, 2021, U.S. Departments of Defense and the Treasury, on behalf of CFIUS, Mr. Kokorich, on behalf of himself and Nortrone Finance S.A. (an entity controlled by Mr. Kokorich), Lev Khasis and Olga Khasis, each in their respective individual capacities and on behalf of Brainyspace LLC (an entity controlled by Olga Khasis) entered into a National Security Agreement (the "NSA").maturity. Held-to-maturity treasury securities are recorded at amortized costafter completion of audit by a third party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. Following the third party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA.accompanying balance sheetsCompany to protect national security, certain of which may materially and adjustedadversely affect the Company’s operating results due to the cost of compliance, limitations on the Company’s control over certain U.S. facilities, contracts, personnel, vendor selection and operations, and any potential penalties for noncompliance with such requirements and restrictions. The NSA provides for quarterly compliance auditing by an independent auditor. The NSA further provides for liquidated damages up to $1,000,000 per breach of the amortization or accretionNSA. If the CFIUS monitoring agencies, the U.S. Departments of premiums or discounts.At March 31, 2020, assets held inDefense and Treasury, find noncompliance, the Trust Account were comprisedCFIUS monitoring agencies could impose penalties, including liquidated damages.$1,000 in cash and $173,395,298 in U.S. Treasury securities. Duringapproximately $0.8 millionduring the three months ended March 31, 2020,2022 and expects to continue to incur legal expenses in the future.withdrew $119,502may be a party to litigation and subject to claims incident to the ordinary course of interest income from the Trust Account to pay for franchise taxes.At December 31, 2019, assets held in the Trust Account were comprised of $873 in cash and $172,845,138 in U.S. Treasury securities. During the period from May 28, 2019 (inception) through December 31, 2019, the Company did not withdraw any interest income from the Trust Account.The gross holding gains and fair value of held-to-maturity securities at March 31, 2020 and December 31, 2019 are as follows: Held-To-Maturity Amortized
Cost Gross
Holding
Gains Fair Value March 31, 2020 U.S. Treasury Securities (Mature on 5/14/2020) $ 173,395,298 $ 308,067 $ 173,703,365 December 31, 2019 U.S. Treasury Securities (Mature on 5/14/2020) $ 172,845,138 $ 13,410 $ 172,858,548 STABLE ROAD ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2020(Unaudited)The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have receivedbusiness on in connection with the salematters discussed above. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the assetsoutcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or paidnot a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, connection with the transferjurisdictions where the Company has operations and changes in the valuation of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of itsdeferred tax assets and liabilities,liabilities. The difference between the Company seekseffective tax rate and the federal statutory rate of 21% primarily relates to maximize the use of observable inputs (market data obtained from independent sources)certain nondeductible items, state and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assetslocal income taxes and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
a full valuation allowance for deferred tax assets.Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.NOTE 9. SUBSEQUENT EVENTSThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,did not identify subsequent events that would havereceived a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review in support of the Company’s inaugural flight of the Vigoride orbital transfer vehicle on the launch targeted for May 2022. Together with a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”), the Company has received all required adjustment or disclosure in the condensed financial statements.government approvals required for its inaugural flight.References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Stable Road Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to SRC-NI Holdings, LLC. the Company’s financial condition andour results of operations and financial condition. This discussion and analysis should be read in conjunctiontogether with theour audited and unaudited financial statements and therelated notes thereto containedappearing elsewhere in this Quarterly Report. Certain information contained in theReport on Form 10-Q (this “Form 10-Q”). This discussion and analysis set forth below includesshould also be read together with our financial information for the period ended and as of March 31, 2022. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks, uncertainties and uncertainties.Special Noteassumptions. As a result of many factors, such as those set forth under the “Risk Factors” in the Annual Report on Form 10-K filed by the Company on March 9, 2022 and “Cautionary Statement Regarding Forward-Looking Statementsincludes “forward-looking statements” withindescribes Momentus’ current business plans for continuing to develop its technology and marketing and commercializing its products, however there can be no assurance that Momentus will be able to successfully develop its technologies and implement them in commercially viable vehicles. Refer to “Risk Factors — A key component of our business model is the meaningdelivery of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual resultssatellites using our vehicles from low earth orbit to differ materially from those expected and projected. All statements other than statements of historical fact included inorbits. The technology for this Form 10-Q including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussedmaneuver is still in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated development stage...” in the forward-looking statements, please refer to the Risk Factors section of the Company’sour Annual Report on Form 10-K filed by the Company on March 9, 2022.endingended December 31, 20192021 due to cancelled launches for 2021 in order to foster future business relationships and customer goodwill.March 26, 2020. The Company’s securities filings can be accessed on the EDGAR sectiona “neither admit nor deny” basis, in anticipation of cease-and-desist proceedings relating to certain violations of antifraud provisions of the SEC’s website at www.sec.gov. Except as expressly requiredfederal securities laws alleged by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether asSEC. As a result of new information, future eventsthe settlement, the Company agreed to a civil penalty of $7.0 million, $2.0 million of which was paid immediately and $5.0 million of which is payable within one year of the settlement order, and outstanding as of March 31, 2022.otherwise.OverviewWe arebeneficially owned by them by selling such equity interests to the Company on June 8, 2021 (see below “blank check company incorporatedpro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date).Delaware corporationreduction of common stock and formed foradditional paid in capital. Pursuant to the purposeNSA, a portion of effectingthose divestment proceeds were placed in escrow accounts, and may not be released to the divested investors until after completion of audit by a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarthird party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. Following the third party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA.(“Business Combination”) with oneor capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, businesses. We intendthe Company would need to effectuate our initial Business Combination using cashpay an aggregate of $10.0 million to the Co-Founders (see Note 11). the proceeds our initial public offering (“Initial Public Offering”) and the private placement of the placement units (“Placement Units”), the proceeds of the saleBusiness Combination and PIPE Investment and therefore reduce the proceeds available to Momentus to fund its operations and capital expenditures going forward.shares in connection with our initial Business Combination (pursuantcurrent efforts to backstop agreements we may enter into), shares issued toget the ownerssystem ready for flight. While a portion of the target, debt issueddeposit balance relates to banks or other lenders orperformance obligations that may be satisfied over the ownersnext 12 months, the Company will classify customer deposits as non-current until the inaugural launch date is reasonably assured.target, or a combinationCompany’s inaugural flight of the foregoing.issuance of additional shares in connectionCompany will recognize revenue (along with an initial Business Combination toany other fees that have been paid) upon the ownersearlier of the targetsatisfaction of our performance obligation or other investors:●may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;●may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;●could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;●may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and●may adversely affect prevailing market prices for our Class A common stock and/or warrants.Similarly, ifwhen the customer cancels the contract. While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non-refundable fees that have been paid, the Company may issue full or partial refunds to customers on a case-by-case basis as necessary to preserve and foster future business relationships and customer goodwill. As a result of the Company’s inability to complete any launches in 2021 (refer to Note 4 for additional information), the Company issued customer refunds of $1.4 million to customers during the year ended December 31, 2021.issue debt securities or otherwise incur significant debthave expensed all research and development costs associated with developing and building our vehicles. Once we have achieved technological feasibility and released the design for volume production, we will capitalize the costs to banks or other lenders orconstruct any additional components for the owners of a target, it could result in:●default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;●our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;●our inability to pay dividends on our common stock;●using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;●limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;●increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;●limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and●other purposes and other disadvantages compared to our competitors who have less debt.incur significant costssee an increase in the pursuitour research and development expenses as we develop our next generation of our acquisition plans. We cannot assure youvehicles.plansselling, general and administrative costs will increase on an absolute dollar basis.complete our initial Business Combination will be successful.Results of OperationsWe have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our Initial Public Offering, described below, and identifying a target for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur additional expenses as a result of beingoperating as a public company, (for legal, financialincluding expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting accountingobligations pursuant to the rules and auditing compliance),regulations of the SEC as well as for due diligence expensesto comply with the NSA.connectioninterest bearing bank accounts.completing our initialthe SAFE and Term Loan financing, SEC settlement cost, and the Business Combination.Three Months Ended
March 31,(in thousands) 2022 2021 $ Change % Change Service revenue $ — $ 130 $ (130) N/A Cost of revenue — 48 (48) N/A Gross margin — 82 (82) N/A Operating expenses: Research and development expenses 9,971 9,906 65 1 % Selling, general and administrative expenses 14,853 14,005 848 6 % Operating loss (24,824) (23,829) (995) 4 % Other income (expense): Decrease (increase) in fair value of SAFE notes — 81,564 (81,564) N/A Decrease (increase) in fair value of warrants (451) 8,083 (8,534) Not meaningful Interest income — 1 (1) (100 %) Interest expense (1,492) (968) (524) 54 % Other income (expense) 3 (179) 182 (102 %) Net income (loss) $ (26,834) $ 64,671 (91,505) (141 %) 2020, we had net income of $259,471, which consists of interest income on marketable securities held2021, the decrease in the trust account (“Trust Account”) of $669,789, offset by operating costs of $236,879 and a provision for income taxes of $173,439.Liquidity and Capital ResourcesOn November 13, 2019, we consummated our Initial Public Offering of 17,250,000 Units, which included the full exercise by the underwritercalculated fair value of the over-allotment optionprivate loan-related warrants was due to purchase an additional 2,250,000 Units, at $10.00 per Unit, generating gross proceedsthe decrease in the estimated fair value of $172,500,000. Simultaneouslythe Company’s stock. All outstanding warrants in the prior period were exercised in connection with the closing of our Initial Public Offering, we consummated the sale of 545,000 Placement Units to the Sponsor and Cantor at a price of $10.00 per Placement Unit, generating gross proceeds of $5,450,000.Following our Initial Public Offering, the exercise of the over-allotment option and the sale of the Placement Units, a total of $172,500,000 was placed in the Trust Account. We incurred $10,924,857 in transaction costs, including $3,450,000 of underwriting fees, $6,900,000 of deferred underwriting fees and $574,857 of other offering costs.2020, cash used in operating activities was $227,767. Net income of $259,471 was offset by interest earned on marketable securities held2022, the increase in the Trust Accountcalculated fair value of $669,789 and changes in operating assets and liabilities,the Company’s currently outstanding warrants, which provided $182,551were assumed from the Business Combination, was primarily driven by the observable market price of the publicly listed warrants to purchase the Company’s stock under comparable terms. See Note 11.from operating activities.As of March 31, 2020, we had cash and marketable securities inamortization interest under the Trust Account of $173,396,298. We intend to use substantially alloriginal one year term of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes.Term Loan. During the three months ended March 31, 2020,2022, the Company exercised its option to extend repayment of the loan, resulting in a decrease of the effective interest rate and $1.5 million of cash and amortization interest for the three month period. See Note 10.withdrew $119,502have financed our operations primarily by issuing equity and debt, including the proceeds of interest income from the Trust Account to pay for franchise taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.2020, we had2022, our principal sources of liquidity were our cash and cash equivalents in the amount of $984,919 outside$135.6 million, which are held in cash or invested in money market funds.Three Months Ended March 31, (in thousands) 2022 2021 Net cash provided by (used in) Operating activities $ (23,062) $ (21,199) Investing activities (521) (431) Financing activities (938) 55,702 Net change in cash and cash equivalents $ (24,521) $ 34,072 Trust Account. We intendSEC and NSA topics discussed in Note 12, business development, accounting and audit, and other services, were $5.8 million. Legal fees, related to usepublic company costs as well as the funds held outsideclass action complaints discussed in Note 12 were $2.5 million. Office overheads, other general corporate expenses, and cash interest were $4.0 million. Additionally, cash used in net working capital decreased by $2.4 million.Trust Accountthree months ended March 31, 2021 was $21.2 million, driven primarily by headcount costs, research and development activities, and selling, general, and administrative costs. Headcount related payroll costs, excluding accrued bonus and stock-based compensation, were $5.6 million. Research and development activity expenses, including materials, components, and subcontractor costs were $4.4 million. Legal fees, related to identifythe SEC and evaluate target businesses, perform businessCFIUS review topics, discussed in Note 12, were $4.6 million. Professional fees for recruiting, accounting and audit, and other services were $1.5 million. Office overheads, other general corporate expenses, and cash interest were $1.9 million. Additionally, cash used in net working capital increased by $3.1 million.diligence on prospective target businesses, travel to andthe first month of principal repayment under the Term Loam.offices, plants or similar locationsissuance of prospective target businesses or their representatives or owners, review corporate documentsSAFE notes and material agreements of prospective target businesses, and structure, negotiate and completethe Term Loan.initial Business Combination.In orderexpenses to fund working capital deficiencies or finance transaction costsincrease substantially in connection with our initial Business Combination, our Sponsor or an affiliateongoing activities, particularly as we continue to advance the development of our Sponsorvehicles, build corporate infrastructure and enhance our sales and marketing functions.certainupdates to our vehicles;officersvehicles have unpredictable costs and directorsare subject to significant risks, uncertainties and contingencies, many of which are beyond our control, that may butaffect the timing and magnitude of these anticipated expenditures. Some of these risks and uncertainties are not obligateddescribed in more detail in our Annual Report on Form 10-Kloanthe Business and Industry of Momentus.”funds asto expend capital significantly faster than we currently anticipate, or we may need to spend more money than currently expected because of circumstances beyond our control. We may be required. If we complete our initial Business Combination, we would repay such loaned amounts.required to seek additional equity or debt financing. In the event that our initial Business Combination does not close,additional financing is required from outside sources, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account wouldnot be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.We do not currently believe we will needable to raise additional funds in orderit on terms acceptable to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combinationus, or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination.at all. If we are unable to completeraise additional capital when desired, our initialbusiness, results of operations, and financial condition would be adversely affected.because we do not have sufficient(the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available to us, we will be forced to cease operations and liquidatetherefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the Trust Account. In addition, following our initialform of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date).if cash on hand is insufficient, wewhich generated $247.3 million of gross proceeds (as described in Note 3), the Company paid the Co-Founders $40.0 million in addition to the initial consideration paid of $3. The Company recorded the consideration paid as a reduction of common stock and additional paid in capital. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and may neednot be released to obtain additional financing in orderthe divested investors until after completion of audit by a third party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. Following the third party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to meet our obligations.Going ConcernIn connection with our assessmentthe Co-Founders as of going concern considerationsMarch 1, 2022 in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosuresthe NSA.Uncertainties abouttransactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, the Company would need to pay an Entity's Abilityaggregate of $10.0 million to Continuethe Co-Founders.Going Concern,” we have until May 13, 2021 to consummateliability under ASC 480 utilizing a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.Off-Balance Sheet Financing ArrangementsWe have no obligations, assets or liabilities,probability-weighted approach. Certain factors which would enable successful fundraising were considered, including progress toward compliance with the NSA, research and development progress, and agreements with launch providers, resulting in an estimated liability of $6.0 million expected to be considered off-balance sheet arrangementspaid to the Co-Founders with a corresponding offset to additional paid in capital, as of March 31, 2020. 2022. Refer to Note 11.participateengage in transactions that createany off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, or financial partnerships, often referred tosuch as variable interest, entities,special purpose, and structured finance entities. would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Contractual ObligationsWe do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company. We began incurring these fees on November 8, 2019 and will continue to incur these fees monthly until the earlier of the completion of the initial Business Combination and the Company’s liquidation.The underwriter is entitled to deferred commissions of $0.40 per unit of the gross proceeds from the Units soldprepared in the Initial Public Offering, or $6,900,000 in the aggregate. The deferred commissions will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Critical Accounting Policiescondensedour financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires managementus to make estimates, assumptions and assumptionsjudgments as of the balance sheet date that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Our actual results may differ from these estimates under different assumptions and conditions.disclosurein our consolidated balance sheet and will be recognized as revenue (along with any other fess that have been paid) upon the earlier of contingent assetsthe satisfaction of our performance obligation or when the customer cancels the contract.atin our condensed consolidated balance sheets as the amounts received represent a prepayment for the satisfaction of a future performance obligation that has not yet commenced. Each non-refundable deposit is determined to be a contract liability upon cash collection. Prior to making this determination, we ensure that a valid contract is in place that meets the definition of the existence of a contract in accordance with ASC 606-10-25-1 and 2.and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Common Stock subjectis based on awards that are expected to possible redemptionsubject to possible redemption in accordanceconnection with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subjectBusiness Combination. Prior to mandatoryconversion, we determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included a provision allowing for cash redemption upon the consummation of a change of control, the occurrence of which is outside the control of the Company. Therefore, we classified SAFE notes as liabilities as they were redeemable upon a liability instrument andchange of control event which is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are eithernot within the control of the holder orCompany. SAFE notes were recorded at fair value, and were subject to redemptionremeasurement through earnings at each balance sheet date until the date of their respective settlement and classified as marked-to-market liabilities pursuant to ASC 480.occurrencedifference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.events not solely within our control)tax position. The amount that is classified as temporary equity. Atultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized.times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rightsstandard setting bodies that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presentedadopted by us as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.17Net income (loss) per common shareWe apply the two-class method in calculating earnings per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the period. Net income per common share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing net income less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class A and Class B non-redeemable common stock outstanding for the period presented.Recent Accounting PronouncementsManagement does notspecified effective date. Unless otherwise discussed, we believe that anythe impact of recently issued butstandards that are not yet effective accounting pronouncements, if currently adopted, wouldwill not have a material effectimpact on our condensed financial statements.2020,2022, we were not subject to any market or interest rate risk. Following the consummationhad cash and cash equivalents of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been$135.6 million,U.S. government treasury bills, notes or bondshighly liquid investments purchased with a remaining maturity of 180 daysthree months or less or in certain money market funds that invest solely in U.S. treasuries. Dueless. However, due to the short-term naturematurities and the low-risk profile of theseour investments, we believe there will bean immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and cash equivalents.associated material exposure to interest rate risk.CONTROLS AND PROCEDUREScontrolsControls and procedures are controls and other procedures that areProceduresto ensure that information required to be disclosed in our reports filedby, or submitted under the Exchange Act is recorded, processed, summarizedsupervision of, the company’s principal executive and reported withinprincipal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the timereliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.specifiedare subject to the risk that controls may become inadequate because of changes in conditions, or that the SEC’s rules and forms. Disclosure controls anddegree of compliance with policies or procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted undermay deteriorate.Exchange Act is accumulated and communicated to our management, includingparticipation of our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Evaluation of Disclosure Controls and ProceduresAs required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation ofhas evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.Overover Financial ReportingDuring the most recently completed fiscal quarter, there has beenchangechanges in our internal control over financial reporting (as definedduring the fiscal quarter ended March 31, 2022 which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15(f)13a-15 and 15d-15(f)15d-15 under the Exchange Act)Act that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.18RISK FACTORS that could cause our actual resultsdiffer materially from thosethe other information set forth in this report, includeyou should carefully consider the risk factors describeddiscussed in “Risk Factors” in our most recent Annual Report on Form 10-K forfiled by the year ended December 31, 2019 filed with the SECCompany on March 26, 2020. As of the date of this Report,9, 2022, which could materially affect our business, financial condition or future results. We do not believe that there have been noany material changes to the risk factors disclosed in our Annual Report on Form 10-K filed withby the SEC.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNone.ITEM 3. DEFAULTS UPON SENIOR SECURITIESNone.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.None.19following exhibits are filed as part of, or incorporated by reference into, this Quarterlyrisks described in our Annual Report on Form 10-Q.No.Exhibit Number Description of Exhibit 31.1*2.1†10.1+ 10.2+* 10.3+* 31.1* 31.2* 32.1** 32.2** 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.CAL*101.SCH*XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH*101.LAB*XBRL Taxonomy Extension SchemaLabel Linkbase Document101.DEF*101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*104*Cover Page Interactive Data File (formatted in Inline XBRL Taxonomy Extension Labels Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Documentand contained in Exhibit 101)*Filed herewith.**Furnished.
__________Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.STABLE ROAD ACQUISITION CORP.MOMENTUS INC. Date: May 11, 202010, 2022By: /s/ Brian KabotJohn RoodName: Brian KabotJohn Rood Title: Chief Executive Officer
(Principal Executive Officer)Date: May 11, 202010, 2022By: /s/ James NorrisJikun KimName: James NorrisJikun Kim Title: Chief Financial Officer
(Principal Financial and Accounting Officer)21