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