Momentus (MNTS) SC 13D/A Momentus / Prime Movers Lab Fund I ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

MOMENTUS INC.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

60879E 101

(CUSIP Number)

Taylor Frankel

c/o Prime Movers Lab

P.O. Box 12829

Jackson, WY 83002

307-203-5036

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)

September 27, 2023

(Date of Event which Requires Filing of this Statement)

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

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

 CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Lab Fund I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					-0-
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.0%(1)
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

1 The percentages used herein and in the rest of this Schedule 13D are calculated based on the approximately 6,562,221 shares of common stock outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023.

 CUSIP No.  60879E 101  SCHEDULE 13D

 

1	NAMES OF REPORTING PERSONS
		Momentus PML SPV 1 LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					-0-
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.0%
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Momentus PML SPV 2 LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					-0-
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.0%
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Momentus PML SPV 3 LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					-0-
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		-0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.0%
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

 

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Growth Fund I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					20,000(2)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					20,000(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		20,000(2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.003%
14	TYPE OF REPORTING PERSON (See Instructions)
		PN

 

2 Consists of a warrant to purchase 20,000 common shares that is exercisable within 60 days of September 27, 2023.

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Lab GP I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					-0-(3)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					-0-(3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		-0-(3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		-0-%
14	TYPE OF REPORTING PERSON (See Instructions)
		OO

 

3   Prime Movers Lab GP I LLC (“PML GP”), is the general partner of Prime Movers Lab Fund I LP (“PML”) and Momentus PML SPV 1 LP (“PML SPV 1”). Dakin Sloss is the manager of PML GP and may be deemed to have or share beneficial ownership of the shares held by PML and PML SPV 1.

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Lab GP II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					-0-(4)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					-0-(4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		-0-(4)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		-0-%
14	TYPE OF REPORTING PERSON (See Instructions)
		OO

 

4   Prime Movers Lab GP II LLC (“PML GP II”) is the general partner of Momentus PML SPV 2 LP (“PML SPV 2”) and Momentus PML SPV 3 LP (“PML SPV 3”). Dakin Sloss is the manager of PML GP II and may be deemed to have or share beneficial ownership of the shares held by PML SPV 2 and PML SPV 3.

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Growth GP I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					20,000(5)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					20,000(5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		20,000(5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.003%
14	TYPE OF REPORTING PERSON (See Instructions)
		OO

 

5    Includes 20,000 common shares issuable upon exercise of a warrant held by Prime Movers Growth Fund I LP (“PM Growth”).  Prime Movers Growth GP I LLC (“PM Growth GP”), is the general partner of PM Growth. Dakin Sloss is the manager of PM Growth GP and may be deemed to have or share beneficial ownership of the shares held by PM Growth.

CUSIP No.  60879E 101  SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Dakin Sloss
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					20,000(6)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					20,000(6)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		20,000(6)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.003%
14	TYPE OF REPORTING PERSON (See Instructions)
		IN

 

6   Includes 20,000 common shares issuable upon exercise of a warrant held by Prime Movers Growth Fund I LP (“PM Growth”). Prime Movers Lab GP I LLC (“PML GP”) is the general partner of Prime Movers Lab Fund I LP (“PML”) and Momentus PML SPV 1 LP (“PML SPV 1”). Prime Movers Lab GP II LLC (“PML GP II”) is the general partner of Momentus PML SPV 2 LP (“PML SPV 2”) and Momentus PML SPV 3 LP (“PML SPV 3”). Prime Movers Growth GP I LLC (“PM Growth GP”) is the general partner of PM Growth.  Dakin Sloss is the manager of PML GP, PML GP II and PM Growth GP and may be deemed to have or share beneficial ownership of the shares held by PML, PML SPV 1, PML SPV 2, PML SPV 3 and PM Growth.

EXPLANATORY NOTE

This Amendment No. 8 (this “Amendment No. 8”) to the Statement on Schedule 13D (as amended, the “Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) relating to the common stock, par value $0.00001 per share (the “Class A Common Stock”) of Momentus Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”). This Amendment amends and supplements the Statement originally filed on October 8, 2021 with the Commission. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 5. Interest in Securities of the Issuer

 

(a) — (b) See Rows 7-11 and Row 13 of each cover page.

(c) The Reporting Person has effected the following transactions in the Class A Common Stock since September 18, 2023:

(i) On September 22, 2023 each of the following Reporting Persons sold the following amounts of shares of Class A Common Stock for an average weighted price of $2.3862 (1) PML sold 13,574 shares, (2) PML SPV 1 sold 5,381 shares, (3) PML SPV 2 sold 1,060 shares, (4) PML SPV 3 sold 2,630 shares, and (5) PM Growth sold 1,048 shares;

(ii) On September 25, 2023 each of the following Reporting Persons sold the following amounts of shares of Class A Common Stock for an average weighted price of $2.0445 (1) PML sold 31,261 shares, (2) PML SPV 1 sold 12,392 shares, (3) PML SPV 2 sold 2,442 shares, (4) PML SPV 3 sold 6,056 shares, and (5) PM Growth sold 2,412 shares;

(iii) On September 26, 2023 each of the following Reporting Persons sold the following amounts of shares of Class A Common Stock for an average weighted price of $1.9127 (1) PML sold 17,202 shares, (2) PML SPV 1 sold 6,819 shares, (3) PML SPV 2 sold 1,344 shares, (4) PML SPV 3 sold 3,332 shares, and (5) PM Growth sold 1,327 shares;

(iv) On September 27, 2023 each of the following Reporting Persons sold the following amounts of shares of Class A Common Stock for an average weighted price of $1.6997 (1) PML sold 55,812 shares, (2) PML SPV 1 sold 22,123 shares, (3) PML SPV 2 sold 4,359 shares, (4) PML SPV 3 sold 10,812 shares, and (5) PM Growth sold 4,307 shares; and

(v) On December 29, 2023 each of the following Reporting Persons sold the following amounts of shares of Class A Common Stock for an average weighted price of $1.6751 (1) PML sold 4,823 shares, (2) PML SPV 1 sold 1,911 shares, (3) PML SPV 2 sold 375 shares, (4) PML SPV 3 sold 933 shares, and (5) PM Growth sold 372 shares.

(d) Not applicable.

(e) This statement is being filed to report the fact that as of September 27, 2023, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
A	Joint Filing Agreement dated February 7, 2024.

SIGNATURES

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

Date: February 7, 2024

PRIME MOVERS LAB FUND I LP MOMENTUS PML SPV 1 LP
By:	Prime Movers Lab GP I LLC, General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS LAB GP I LLC
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

MOMENTUS PML SPV 2 LP MOMENTUS PML SPV 3 LP
By:	Prime Movers Lab GP II LLC, General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS LAB GP II LLC
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS GROWTH FUND I LP
By:	Prime Movers Growth GP I LLC, General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS GROWTH GP I LLC
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

DAKIN SLOSS
	/s/ Dakin Sloss

Exhibit A

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.00001 per share, of Momentus Inc., a Delaware corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: February 7, 2024

PRIME MOVERS LAB FUND I LP MOMENTUS PML SPV 1 LP
By:	Prime Movers Lab GP I LLC, General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS LAB GP I LLC
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

MOMENTUS PML SPV 2 LP MOMENTUS PML SPV 3 LP
By:	Prime Movers Lab GP II LLC, General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS LAB GP II LLC
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS GROWTH FUND I LP
By:	Prime Movers Growth GP I LLC, General Partner
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

PRIME MOVERS GROWTH GP I LLC
By:	/s/ Taylor Frankel
Name:	Taylor Frankel
Title:	Authorized Person

DAKIN SLOSS
	/s/ Dakin Sloss