Item 8.01 Other Events.
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While both Stable Road and Momentus believe that the disclosures set forth in Proxy Statement comply fully with applicable law, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Proposed Transaction, Stable Road is voluntarily supplementing the Proxy Statement with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. To the contrary, Stable Road and Momentus specifically deny all allegations in the demand letters that any additional disclosure was or is required. Stable Road and Momentus believe these purported shareholders' claims are without merit.
Supplemental Disclosures to the Proxy Statement
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.
The Proxy Statement is hereby amended as follows:
[1]Separately, a purported stockholder of SRAC filed a putative class action
complaint against the Company, Sponsor,
1
The following disclosure supplements and restates the fourth paragraph under the section of the Proxy Statement captioned "Background of the Business Combination" beginning on page 129 of the Proxy Statement:
In the process that led to identifying Momentus as an attractive investment
opportunity, SRAC's management team evaluated over 50 potential business
combination targets, entered into non-disclosure agreements with approximately
26 potential business combination targets (other than Momentus), submitted
non-binding indications of interest with respect to three potential business
combination targets and submitted a non-binding letter of intent with respect to
one potential business combination target (other than Momentus). SRAC engaged in
more extensive negotiations with two potential acquisition targets (other than
Momentus), Target A and Target
The following disclosure supplements and restates the seventeenth paragraph under the section of the Proxy Statement captioned "Background of the Business Combination" beginning on page 129 of the Proxy Statement:
Also on
The following disclosure supplements and restates the sixth bullet point under the section of the Proxy Statement captioned "Interests of Certain SRAC Persons in the Business Combination" beginning on page 148 of the Proxy Statement:
• the continuation of
of the Combined Company following the Closing.Mr. Kabot will be entitled to receive any cash fees or equity awards that the Combined Company's board of directors determines to pay its non-executive directors. There have been no other discussions of or agreements regarding the employment of any SRAC officers, directors, or employees by the Combined Company following the closing of the Business Combination. Additional Information
This Current Report on Form 8-K (this "Report") relates to the Proposed
Transaction between Stable Road and Momentus. In connection with the Proposed
Transaction, Stable Road has filed with the
2 Forward-Looking Statements
This Report may contain a number of "forward-looking statements". These forward-looking statements are based on Stable Road's or Momentus' management's current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside Stable Road's and Momentus' management's control, that could cause
actual results to differ materially from the results discussed in the
forward-looking statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: changes in domestic and
foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the proposed
business combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed business combination or that the approval of the stockholders of Stable
Road or Momentus is not obtained; failure to realize the anticipated benefits of
the proposed business combination; risks relating to the uncertainty of the
projected financial information with respect to Momentus; risks related to the
development of our water-based propulsion system (microwave electrothermal
thruster) and other technology, including failures, setbacks or delays in
reaching objectives and other milestones; risks related to the ability of
customers to cancel contracts for convenience; risks related to compliance with
the National Security Agreement; risks related to the rollout of Momentus'
business and the timing of expected business milestones; the effects of
competition on Momentus' future business; level of product service or product or
launch failures that could lead customers to use competitors' services;
developments and changes in laws and regulations, including increased regulation
of the space transportation industry; the impact of significant investigative,
regulatory or legal proceedings; the amount of redemption requests made by
Stable Road's public stockholders; the ability of Stable Road or the combined
company to issue equity or equity-linked securities in connection with the
proposed business combination or in the future; and other risks and
uncertainties indicated from time to time in the definitive proxy
statement/consent solicitation statement/prospectus relating to the proposed
business combination, including those under "Risk Factors" therein, and other
documents filed or to be filed with the
Forward-looking statements included in this press release speak only as of the
date of this press release. Except as required by law, neither Stable Road nor
Momentus undertakes any obligation to update or revise its forward-looking
statements to reflect events or circumstances after the date of this release.
Additional risks and uncertainties are identified and discussed in the Stable
Road's reports filed with the
Disclaimer
This Report 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.
Participants in the Solicitation
Stable Road, Momentus and certain of their respective directors, executive
officers and other members of management and employees may be deemed
participants in the solicitation of proxies of Stable Road's stockholders in
connection with the Proposed Transaction. STABLE ROAD'S STOCKHOLDERS AND OTHER
INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION
REGARDING THE DIRECTORS AND OFFICERS OF STABLE ROAD IN ITS ANNUAL REPORT ON FORM
10-K/A FOR THE FISCAL YEAR ENDED
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