TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 19, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOMENTUS INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 3714 84-1905538 (I.R.S. Employer Identification Number) 3901 N ...

Core Viewpoint - Upexi, Inc. has successfully closed a private placement convertible note offering, raising approximately $150 million, alongside a previously disclosed $50 million equity offering, resulting in total gross proceeds of around $200 million before expenses [1][2]. Group 1: Note Offering Details - The convertible notes have an interest rate of 2.0% payable quarterly, a fixed conversion price of $4.25 per share, and a maturity period of 24 months [2]. - The notes are collateralized by Solana (SOL) provided by the holders, and the SOL acquired will be part of the Company's treasury [2][3]. - Big Brain Holdings acted as the lead investor in the note offering, contributing to the increase of the Company's SOL holdings from approximately 735,692 to 1.65 million SOL [3]. Group 2: Financial Impact - The total gross proceeds from the note offering and the equity offering amount to approximately $200 million before deducting placement agent fees and other expenses [2]. - The Company has diversified its asset management strategy by entering the cryptocurrency space, indicating a strategic shift in its financial operations [6]. Group 3: Company Overview - Upexi, Inc. specializes in the development, manufacturing, and distribution of consumer products and has expanded into the cryptocurrency industry [6].

Core Viewpoint - Upexi, Inc. has announced two significant capital-raising initiatives: an Equity Offering and a Note Offering, aimed at funding its business operations and expanding its cryptocurrency portfolio, particularly in Solana assets [1][3][6]. Equity Offering - The company has entered into securities purchase agreements for the sale of 12,457,186 shares of common stock at a price of $4.00 per share, generating approximately $50 million in gross proceeds before expenses [1][2]. - The closing of the Equity Offering is expected around July 14, 2025, pending customary closing conditions [2][5]. - Proceeds from the Equity Offering will be used for business operations, working capital, and to support the company's Solana treasury strategy [2][6]. Note Offering - Concurrently, Upexi has entered into agreements for the purchase of Convertible Notes with an aggregate principal amount of approximately $150 million, collateralized by Solana (SOL) [3][4]. - The Convertible Notes carry a 2.0% interest rate, payable quarterly, with a fixed conversion price of $4.25 per share and a maturity of 24 months [4][5]. - The closing of the Note Offering is anticipated around July 16, 2025, also subject to customary closing conditions [5]. Cryptocurrency Strategy - Upon closing the Note Offering, the company expects to hold approximately 1.65 million SOL, more than doubling its previously disclosed balance of 735,692 SOL [6]. - The net proceeds from the Equity Offering will be allocated to acquiring additional SOL in the coming weeks [6]. Company Overview - Upexi, Inc. specializes in the development, manufacturing, and distribution of consumer products and has diversified into the cryptocurrency sector [9].

Core Viewpoint - REE Automotive Ltd. has announced a registered direct offering of 6,376,631 ordinary shares at a price of $4.25 per share, aiming to raise approximately $27 million in gross proceeds before expenses [1][2]. Group 1: Offering Details - The initial closing of the offering is expected around March 19, 2025, pending customary closing conditions [1]. - Motherson Group, a significant existing shareholder, has been invited to invest up to $10 million in a second closing by March 28, 2025 [2]. - The net proceeds from the offering will be utilized for working capital and general corporate purposes [2]. Group 2: Company Overview - REE Automotive is focused on developing software-defined vehicles (SDVs) that enhance safety, modularity, and performance through proprietary software [5]. - The company is targeting the first deliveries of its flagship P7-C electric truck in the first half of 2025 [5]. - REE's technology is supported by a global supply chain managed by Motherson Group, which is also its second-largest investor [5].