Item 1.01 Entry into a Material Definitive Agreement.
On July 16, 2021, Stable Road Acquisition Corp. ("Stable Road" or "Parent")
announced that it has entered into amended or new subscription agreements (the
"Subscription Agreements") with certain investors (the "PIPE Investors"),
pursuant to which the PIPE Investors agreed to purchase an aggregate of
11,000,000 shares (the "PIPE Investment") of Stable Road Class A common stock,
par value $0.0001 per share (the "Combined Company's Class A common stock"),
following the consummation of the proposed business combination with Momentus
Inc. ("Momentus" or the "Company", and such business combination, the "Proposed
Business Combination") at a price of $10.00 per share, representing aggregate
gross proceeds of $110.0 million.
In addition, Stable Road agreed to issue to each PIPE Investor, at the closing
of the PIPE Investment, warrants to purchase one share of Combined Company Class
A common stock at a price of $11.50 per share (subject to adjustment as
described in the warrant agreement, dated as of November 7, 2019, between
Continental Stock Transfer & Trust Company, as warrant agent, and Stable Road
(the "Warrant Agreement")) for each share of Combined Company Class A common
stock purchased pursuant to such PIPE Investor's Subscription Agreement. The
PIPE Warrants will be issued pursuant to the Warrant Agreement and will have
substantially the same provisions as the public warrants issued in connection
with Stable Road's initial public offering.
Prior to July 15, 2021, Stable Road had entered into Subscription Agreements
with PIPE Investors pursuant to which such PIPE Investors agreed to purchase an
aggregate of 17,500,000 shares of Combined Company's Class A common stock
following the consummation of the Proposed Business Combination, representing
aggregate gross proceeds of $175.0 million.
On July 13, 2021, the Securities and Exchange Commission (the "SEC") announced
charges against Stable Road, Brian Kabot, Momentus, and Momentus' founder and
former CEO, Mikhail Kokorich, for misleading claims about Momentus' technology
and about national security risks associated with Mr. Kokorich (the "SEC's
settled order"). Pursuant to the SEC's settled order, Momentus and Stable Road
agreed to provide the original PIPE Investors with the right to terminate their
Subscription Agreements prior to the stockholder vote to approve the Proposed
Business Combination. Accordingly, Momentus and Stable Road provided all PIPE
Investors with the option to terminate their Subscription Agreements without any
liability or obligation. In total, PIPE Investors representing $118.0 million of
the original PIPE Investment terminated their Subscription Agreements. The
remaining PIPE Investors elected to continue with their Subscription Agreements,
with certain PIPE Investors increasing or decreasing their commitment amounts
pursuant to amendments to the Subscription Agreements, with such changes
representing a net $5.3 million increase in commitments by such remaining PIPE
Investors. In addition, 6 new PIPE Investors entered into Subscription
Agreements, representing approximately $47.75 million of new commitments.
Affiliates of SRC-NI Holdings, LLC, the sponsor of Stable Road, which had
committed $15.0 million in the aggregate to the PIPE Investment, reaffirmed
their commitment.
After giving effect to the foregoing, the PIPE Investors have agreed to purchase
an aggregate of 11,000,000 shares of Combined Company Class A common stock in
the PIPE Investment for $10.00 per share, for aggregate gross proceeds of $110.0
million. In addition, Stable Road has agreed to issue to PIPE Investors warrants
to purchase 11,000,000 shares of Combined Company Class A common stock at a
price of $11.50 per share.
The PIPE Investment is contingent upon, among other things, the substantially
concurrent closing of the Proposed Business Combination.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
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Disclaimer
This Current Report on Form 8-K is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Additional Information About the Transactions
In connection with the proposed transaction contemplated by the merger agreement
(the "Proposed Transaction"), Parent has filed with the SEC a registration
statement on Form S-4, as amended (the "Registration Statement") that includes a
proxy statement of Parent, a consent solicitation statement of Momentus and
prospectus of Parent, and each party will file other documents with the SEC
regarding the Proposed Transaction. A definitive proxy statement/consent
solicitation statement/prospectus and other relevant documents will be sent to
the stockholders of Parent and Momentus, seeking any required stockholder
approval, and is not intended to provide the basis for any investment decision
or any other decision in respect of such matters. PARENT'S STOCKHOLDERS AND
OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
WHICH FORMS A PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS
THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY
STATEMENT/CONSENT SOLICITATION/PROSPECTUS IN CONNECTION WITH PARENT'S
SOLICITATION OF PROXIES FOR PARENT'S SPECIAL MEETING OF STOCKHOLDERS TO APPROVE
THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (THE "SPECIAL MEETING"),
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. When available, the definitive proxy statement/consent solicitation
statement/prospectus will be mailed to Parent's stockholders as of a record date
to be established for voting on the Proposed Transaction and the other matters
to be voted upon at the Special Meeting. Parent's stockholders will also be able
to obtain copies of the proxy statement/consent solicitation
statement/prospectus, and all other relevant documents filed or that will be
filed with the SEC in connection with the Proposed Transaction, without charge,
once available, at the SEC's website at www.sec.gov or by directing a request
to: Stable Road Capital LLC, James Norris, CPA, Chief Financial Officer, 1345
Abbot Kinney Blvd, Venice, CA 90291, Tel: 310-956-4919,
james@stableroadcapital.com.
Participants in the Solicitation
Parent, Momentus and certain of their respective directors, executive officers
and other members of management and employees may be deemed participants in the
solicitation of proxies of Parent's stockholders in connection with the Proposed
Transaction. PARENT'S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN,
WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS
OF PARENT IN ITS ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER
31, 2020, WHICH WAS FILED WITH THE SEC ON JUNE 10, 2021. INFORMATION REGARDING
THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION
OF PROXIES TO PARENT'S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION
AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING IS SET FORTH IN THE
REGISTRATION STATEMENT AND AMENDMENTS THERETO FOR THE PROPOSED TRANSACTION WHICH
PARENT HAS FILED WITH THE SEC. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the Proposed
Transaction is included in the Registration Statement and amendments thereto
that Parent has filed with the SEC.
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