Item 8.01 Other Events.
On October 7, 2020, Stable Road Acquisition Corp. ("Stable Road" or "Parent")
announced a proposed business combination with Momentus Inc. ("Momentus" or the
"Company"). On July 14, 2021, Momentus issued a press release announcing that
John C. Rood, former U.S. Under Secretary of Defense for Policy, will join
Momentus as Chief Executive Officer effective August 1, 2021. Rood brings more
than three decades of public and private sector experience to Momentus,
including over 20 years of service to the U.S. Government at the Department of
Defense, Department of State, White House National Security Council, Central
Intelligence Agency, and as a U.S. Senate staff member.
In addition, Stable Road announced that it will hold its special meeting of
stockholders to vote on the proposed business combination with Momentus on
August 11, 2021, subject to the Securities and Exchange Commission declaring
effective its Registration Statement on Form S-4. The record date for the
special meeting will be July 7, 2021.
A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and incorporated into this Item 8.01 by reference.
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.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated July 14, 2021
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