Stable Road Acquisition Corp.

A supplement issued nine days before a vote means the company judged the original disclosure insufficient, and holders must vote on the new card for it to count. The added background sets out the funding that produced the warrants: on July 12, 2024 Momentus and Space Infrastructures Ventures signed a secured convertible promissory note allowing borrowing of up to $2.3 million before September 1, 2024, starting with a $500,000 initial loan, and on October 24, 2024 a subsequent secured convertible note under which it borrowed $3.0 million.

With only 9,138,160 shares outstanding at the record date, a split anywhere in the 1-for-5 to 1-for-17.85 range leaves a very small share count — the low end of the range would put it near 1.8 million shares before rounding — which is why the board wants latitude rather than a fixed ratio. The second proposal matters more than the first: approving future adjustments to warrant exercise prices means holders are consenting in advance to repricings, so the eventual share issuance is not bounded by today's exercise terms.

Repricing to $3.80 and pushing expiry to February 11, 2030 hands warrant holders roughly five more years of optionality at a lower strike, and the company is committed to keep asking: if stockholder approval is not obtained at this meeting, it must call another meeting every sixty days until it is. That obligation tells holders the repricing is a financing condition, not a courtesy vote. The auditor arrived in the same period of stress — Armanino's resignation became effective November 14, 2023 and Frank, Rimerman was appointed December 2, 2023.

The trigger is a Nasdaq notice received March 27, 2024 stating that for the prior 30 consecutive business days the bid price of the Class A stock, which trades under the symbol MNTS, had fallen short of the requirement. Seven months elapsed between that notice and this vote, so the company is close to the end of its compliance period. Applied to 25,540,419 shares, the far end of the range would leave roughly 1.3 million shares before rounding.

A strike of $0.96 falling to $0.74 shows how far the equity has been repriced, and adding five years of life to the warrants hands their holders a long option at that lower level. The company is contractually obliged to keep asking if the vote fails. Non-employee directors receive restricted units initially valued at $350,000 on first election, generous against a share price implied by a sub-dollar warrant strike; the audit relationship dates only to Frank, Rimerman's appointment on December 2, 2023 after Armanino resigned.

The registered total is almost identical to the preceding amendment while the underlying component counts are restated much higher, so what moved is how Momentus's capitalisation is described rather than what SRAC issues. The 0.2448 exchange ratio is labelled an estimate, and every line in the table is keyed to a measuring date rather than fixed by contract, so the registered ceiling can move again before the statement is declared effective. Nothing here is a valuation of the target.

Because the registered amount is derived from the target's share counts, it moves with them rather than with a negotiated price: 19,654,777 issued and outstanding shares of Momentus Class A Common Stock, of $0.00001 par value, are the first component of the calculation. Five amendments into this registration statement, the $557,758,279.79 aggregate remains a Rule 457 computation performed to size the fee, not a stated valuation of the transaction a holder is being asked to approve.

Both the estimated exchange ratio and Momentus's own share count are lower than in the original registration statement, and the classes listed have changed — this version builds the total from Momentus Class A Common Stock and Momentus Preferred Stock alone. The registered ceiling is therefore smaller at this amendment than at the original, so the issuance a SRAC holder would be diluted by has come down rather than up. Every component is an estimate keyed to a measuring date rather than a contractual quantity.

Momentus's capital structure has been rebuilt: 4,820,778 shares of Class A Common Stock and 32,188,980 shares of Preferred Stock are outstanding, against 1,071,968 shares reserved for warrants and a stock option as of October 21, 2020 and 5,413,361 reserved for employee options as of June 16, 2021 — two reserves measured eight months apart. The registered total is well below what the first version of this registration statement carried, so a SRAC holder who does not redeem is diluted less than originally proposed.

A target changing chief executive between registration amendments is a fact about the deal rather than the paperwork, and here it appears only in the list of persons to whom copies are sent on the cover. The filing also adds a caveat that was not there before: the share counts and exchange ratios in the fee footnote are stated to be as of October 2020, with the maximum not expected to exceed the registered amount — an acknowledgement that the numbers a reader sees are months stale. The registered total is unchanged at 115,809,530 shares and $1,162,536,978.40.

The estimated exchange ratio is 0.3390 SRAC shares per Momentus share, applied to 17,957,030 Class A, 70,000,000 Class B, 20,000,000 FF Preferred and 144,875,941 Preferred shares of Momentus, plus 2,569,981 shares reserved under warrants and a stock option and 29,799,261 under options, all as of October 21, 2020. A separate 19,113,963 shares go to certain Momentus convertible security holders under their own agreements, outside that ratio. On the second amended and restated certificate of incorporation the par value of SRAC Class A stock falls to $0.00001 per share.

The exchange ratio is small because Momentus's share count is large: 17,957,030 Class A, 70,000,000 Class B, 20,000,000 Founders Preferred and 144,875,941 Preferred shares outstanding, each converting at 0.3390. On top of those sit 2,569,981 shares reserved for warrants and a stock option and 29,799,261 reserved for employee options as of October 21, 2020, both also at 0.3390. On effectiveness of the second amended and restated certificate of incorporation the par value of SRAC Class A common stock becomes $0.00001 per share.