Stable Road Acquisition Corp. Announces Effectiveness of Registration Statement for Proposed Business Combination with Momentus Inc.
Stable Road Acquisition Corp. (NASDAQ: SRAC, SRACU, SRACW) announced that its registration statement on Form S-4 regarding a proposed business combination with Momentus Inc. was declared effective by the SEC. A special meeting for stockholders is set for August 11, 2021, to vote on the transaction. The merger aims to enhance Momentus' capabilities in the space industry, with new leadership under CEO John C. Rood starting August 1. The transaction's completion is contingent upon stockholder approval and customary conditions.
- Registration statement for merger with Momentus declared effective by SEC.
- Special meeting set for stockholder vote on business combination.
- Momentus will be led by new CEO John C. Rood, enhancing leadership.
- Completion of merger subject to stockholder approval, creating uncertainty.
- Potential risks related to regulatory approvals and integration challenges.
Stable Road Acquisition Corp. (NASDAQ: SRAC, SRACU and SRACW) ( “Stable Road”) today announced that its registration statement on Form S-4 (File No. 333-249787) (as amended, the “Registration Statement”) relating to the previously announced proposed business combination with Momentus Inc. (“Momentus”), a U.S. commercial space company that plans to offer transportation and other in-space infrastructure services, has been declared effective by the U.S. Securities and Exchange Commission (“SEC”).
Stable Road will hold a special meeting of stockholders (the “Special Meeting”) at 10:00 a.m., Eastern time, on August 11, 2021, for the purpose of voting to approve the proposed business combination with Momentus and related matters.
Stable Road has filed with the SEC a definitive proxy statement/consent solicitation statement/prospectus with respect to the proposed business combination, and has commenced mailing the proxy statement/consent solicitation statement/prospectus to its stockholders of record as of the close of business on July 7, 2021, the record date for the Special Meeting. The definitive proxy statement/consent solicitation statement/prospectus contains important information about the proposed business combination with Momentus.
The transaction is expected to close promptly following the Special Meeting, subject to stockholder approval at the Special Meeting and other customary closing conditions.
Momentus will be led by new CEO John C. Rood, the former U.S. Under Secretary of Defense for Policy, effective August 1. Following completion of the proposed business combination, Momentus will be guided by a new board of directors which will include CEO John C. Rood, former astronaut Chris Hadfield, Kimberly A. Reed, Mitchel Kugler, Linda Reiners, Brian Kabot and a Security Director to be named. The board’s collective experience spans various sectors and industries, including aerospace, defense, financial services, global high-technology trade and government service.
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 Momentus and the timing and closing of the proposed business combination with Momentus. 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 “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 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 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 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; changes in domestic and foreign business, market, financial, political and legal conditions; 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 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 was declared effective by the SEC on July 22, 2021 and the definitive proxy statement/consent solicitation statement/prospectus has been filed with the SEC and mailed to Stable Road’s stockholders as of the record date for the Special Meeting. STABLE ROAD’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS WHICH FORMS A PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS THERETO BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Stable Road’s stockholders may also 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/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 STABLE ROAD’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE PROPOSED TRANSACTION SPECIAL MEETING ARE SET FORTH IN THE DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. 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
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