Momentus (MNTS)
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Momentus (MNTS) - 2021 Q1 - Quarterly Report
2021-06-10 21:04
Financial Performance - For the three months ended March 31, 2021, the company reported a net income of $5,766,486, which includes operating costs of $2,972,323 and a change in the fair value of warrant liabilities of $8,719,763 [127]. - The company generated non-operating income from interest on marketable securities held in the Trust Account, amounting to $19,046 for the three months ended March 31, 2021 [126]. Cash and Securities - As of March 31, 2021, the company had cash and marketable securities in the Trust Account totaling $173,022,306, with an additional $208,550 in cash outside the Trust Account [134][136]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less [148]. - The company believes there will be no associated material exposure to interest rate risk due to the short-term nature of these investments [148]. Initial Public Offering - The company completed its Initial Public Offering on November 13, 2019, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Units [130]. - The company incurred $10,924,857 in transaction costs related to its Initial Public Offering, which included $3,450,000 in underwriting fees [131]. Business Combination and Acquisition Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of its initial Business Combination [124]. - The company has until August 13, 2021, to consummate a Business Combination, after which a mandatory liquidation may occur if not completed [140]. - The company may need to obtain additional financing to complete its initial Business Combination or to meet obligations if a significant number of Public Shares are redeemed [139]. Debt and Obligations - The company has no long-term debt or capital lease obligations, with only a monthly fee of $10,000 owed to an affiliate of the Sponsor for administrative support [142]. Accounting Policies and Risks - The company has identified critical accounting policies that may affect reported amounts of assets and liabilities, with actual results potentially differing from estimates [144]. - As of March 31, 2021, the company was not subject to any market or interest rate risk [148].
Momentus (MNTS) - 2020 Q4 - Annual Report
2021-03-08 15:09
IPO and Merger Details - The company closed its initial public offering in November 2019, selling 17,250,000 units at $10.00 per unit, yielding gross proceeds of $172,500,000[16]. - The proposed merger with Momentus involves an aggregate merger consideration of $1,131,000,000, adjusted for Momentus' indebtedness and cash equivalents at closing[17]. - The merger consideration will be paid in shares of newly issued Class A common stock of the company, valued at $10 per share[17]. - The company has entered into Subscription Agreements for the purchase of 17,500,000 shares of Class A common stock at $10.00 per share, with proceeds to be used for the merger and working capital[22]. - The repurchase agreement with Prime Movers Lab allows for the repurchase of shares at $10.00 per share, contingent on net proceeds exceeding $265 million[23]. Management and Experience - The management team has over 60 years of combined experience and manages over $1.0 billion in investment capital[27]. - The management team has extensive experience in capital markets, enhancing the company's ability to source prospective business combinations[37]. - The management team will apply a rigorous approach to enhance shareholder value post-combination, including evaluating management experience and exploring growth opportunities[45]. Business Combination Strategy - The company aims to pursue business combinations with companies having an enterprise value exceeding $300 million, focusing on those with potential for significant revenue and earnings growth[33]. - The acquisition criteria include scalability, strong intellectual property, and the potential for attractive returns on invested capital[35]. - The company plans to focus its search for an initial business combination within a single industry, limiting diversification[63]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the trust account assets[57]. Financial Considerations and Risks - The trust account has $166,207,749 available for the initial business combination after paying $6,900,000 in deferred underwriting fees[53]. - The company may need to seek additional financing to complete the initial business combination, potentially through debt or equity securities[56]. - The company has not yet secured third-party financing, and there is no assurance that it will be available[53]. - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition[171]. - The trust account proceeds may be subject to bankruptcy claims, which could affect the ability to return $10.00 per share to public stockholders[106]. Stockholder Approval and Redemption Rights - Stockholder approval is required for the initial business combination if the transaction involves issuing more than 20% of outstanding common stock[72]. - A majority of 6,196,251 shares, or approximately 35.9% of the 17,250,000 public shares, is needed for the initial business combination approval[81]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 after redemption[83]. - The company has a restriction on stockholders seeking redemption rights for more than 15% of shares sold in the initial public offering, aimed at preventing stockholders from blocking the initial business combination[84]. - Public stockholders must tender their shares up to two business days prior to the vote on the initial business combination to exercise redemption rights[85]. Compliance and Regulatory Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[50]. - The company must maintain net tangible assets of at least $5,000,001 to avoid being subject to SEC's "penny stock" rules, which could limit redemption capabilities[193]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the initial business combination[187]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination[120]. Potential Conflicts and Challenges - Conflicts of interest may arise as officers and directors allocate their time between the company and other business endeavors, potentially hindering the completion of business combinations[164]. - The company may face challenges in completing simultaneous business combinations with multiple targets, which could increase costs and risks[175]. - The ability of public stockholders to redeem shares for cash may deter potential business combination targets, complicating the acquisition process[119]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction[185]. Shareholder Influence and Control - Initial stockholders have agreed to vote in favor of the initial business combination regardless of public stockholder votes, potentially limiting public influence[119]. - Initial stockholders own approximately 21.8% of the issued and outstanding shares, potentially exerting substantial influence over stockholder votes[127]. - The initial stockholders will receive additional shares of Class A common stock if the company issues shares to consummate an initial business combination, potentially complicating the transaction[130]. Trust Account and Redemption Procedures - The trust account may be subject to third-party claims, potentially reducing the per-share redemption amount below $10.00[199]. - If the initial business combination is not completed, public stockholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[90]. - The company intends to redeem public shares promptly after May 13, 2021, if the initial business combination is not completed, with a per-share price equal to the aggregate amount in the trust account, potentially reducing stockholder rights[104].
Momentus (MNTS) - 2020 Q3 - Quarterly Report
2020-11-14 01:17
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39128 Stable Road Acquisition Corp. | (Exact name of registrant as specified in its charter) | | | --- | --- | | Delaware | ...
Momentus (MNTS) - 2020 Q2 - Quarterly Report
2020-08-11 20:27
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR | (Exact name of registrant as specified in its charter) | | | --- | --- | | Delaware | 84-1905538 | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 1345 Abbot Kinney Blvd. | | | Venice, California | 90291 | | (Addr ...
Momentus (MNTS) - 2020 Q1 - Quarterly Report
2020-05-11 20:19
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39128 Stable Road Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | | 84-1905538 | | --- | ...
Momentus (MNTS) - 2019 Q4 - Annual Report
2020-03-26 20:31
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39128 Stable Road Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 84-1905538 (State or other jurisdiction of inc ...