10/18/2024 | Press release | Distributed by Public on 10/18/2024 14:22
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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MOMENTUS INC.
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(Name of Registrant As Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and 0-11
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TABLE OF CONTENTS
Items of Business
1.
A proposal to authorize our Board of Directors (the "Board") to amend our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split (the "Reverse Stock Split") of our outstanding shares of our Class A common stock at a reverse stock split ratio in the range of 1-for-[•] through 1-for-[•];
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Any postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes to approve Proposal No. 1 at the time of the Special Meeting (the "Adjournment Proposal").
Special Meeting Details
You can vote if you are a stockholder of record as of the close of business on October 14, 2024.
The Special Meeting of Stockholders will be held in a virtual format only, via live webcast at www.virtualshareholdermeeting.com/MNTS2024SM.
By order of the Board of Directors,
Paul Ney
Chief Legal Officer and Corporate Secretary [•], 2024 |
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Date and Time
November 13, 2024
9:00 a.m. Pacific Time
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Where
Via livestream webcast at
www.virtualshareholdermeeting.com/MNTS2024SM
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Your Vote is Important
Please carefully review the proxy materials and follow the instructions below to cast your vote as soon as possible in advance of the meeting.
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VOTE ONLINE
By November 12, 2024
www.proxyvote.com
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VOTE BY PHONE
By November 12, 2024
1-800-690-6903
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VOTE BY MAIL
By November 12, 2024
Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
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VOTE DURING THE MEETING
Via livestream webcast at
www.virtualshareholdermeeting.com/MNTS2024SM
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TABLE OF CONTENTS
PROXY STATEMENT
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1
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GENERAL INFORMATION
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1
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PROPOSAL NO. 1
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6
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General
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6
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Reasons for the Reverse Stock Split
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6
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Reverse Stock Split
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6
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Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split
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8
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Effective Time
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8
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Fractional Shares
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9
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Effects of the Reverse Stock Split
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9
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Shares Held in Book-Entry and Through a Broker, Bank, or Other Holder of Record
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11
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Shares Held in Certificated Form
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11
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Vote Required
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11
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No Appraisal Rights
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12
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Interest of Certain Persons in Matters to Be Acted Upon
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12
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Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
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12
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PROPOSAL NO. 2
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14
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Vote Required; Recommendation of the Board
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14
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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15
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OTHER BUSINESS THAT MAY COME BEFORE THE SPECIAL MEETING
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16
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FORWARD-LOOKING STATEMENTS
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16
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STOCKHOLDER PROPOSALS
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17
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PROXY AUTHORIZATION
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18
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ANNEX A
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A-1
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•
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authorizing the Board to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our outstanding shares of our Class A common stock ("Class A common stock" or "common stock") at a reverse stock split ratio in the range of 1-for-[•] through 1-for-[•], as determined by our Board at a later date (the "Reverse Stock Split"); and
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•
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any postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes to approve any of the proposals at the time of the Special Meeting (the "Adjournment Proposal").
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•
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FOR the Reverse Stock Split.
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•
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FOR the Adjournment Proposal.
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•
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FOR the Reverse Stock Split.
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•
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FOR the Adjournment Proposal.
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•
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By Internet. Follow the instructions in the Proxy Materials or on the proxy card. You may vote via internet website address at www.proxyvote.com. Votes by internet must be submitted by 11:59 p.m. Eastern Time on November 12, 2024.
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•
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By Telephone. If you received a printed copy of the proxy materials, follow the instructions on the proxy card. You may vote via telephone at 1-800-690-6903. Votes by telephone must be submitted by 11:59 p.m. Eastern Time on November 12, 2024.
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•
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By Mail. If you received a printed copy of the proxy materials, complete, sign, date and mail your proxy card in the enclosed, postage-prepaid envelope provided or return your proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. If you sign and return the enclosed proxy card but do not specify how you want your shares voted, they will be voted FOR the Reverse Stock Split and FOR the Adjournment Proposal, and will be voted according to the discretion of the proxy holder upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. If you are mailed, or otherwise receive or obtain, a proxy card or voting instruction form, and you choose to vote by internet or by telephone, you do not have to return your proxy card or voting instruction form. Votes submitted by mail must be received by November 12, 2024.
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By Internet at the Special Meeting. You may also vote in person virtually by attending the meeting at www.virtualshareholdermeeting.com/MNTS2024SM.To attend the Special Meeting and vote your shares, you must provide the control number located on your proxy card.
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•
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By Internet or By Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by internet or telephone.
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•
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By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares by mail.
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a.
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the historical trading price and trading volume of our Class A common stock;
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b.
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Nasdaq continued listing standards requirements;
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c.
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the then-prevailing trading price and trading volume of our Class A common stock and the expected impact of the Reverse Stock Split on the trading market for our Class A common stock in the short- and long-term; and
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d.
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prevailing general market and economic conditions.
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Number of Shares
Issued and
Outstanding
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Number of Shares
Reserved for
Future Issuance
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Number of Shares
Authorized but Not
Outstanding or
Reserved
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Class A Common Stock
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Pre-Reverse Stock Split
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[•]
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[•]
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[•]
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Post-Reverse Stock Split (1:[•])
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[•]
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[•]
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[•]
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Post-Reverse Stock Split (1:[•])
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[•]
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[•]
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[•]
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Name and Address of Beneficial Owners
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Number of
Shares
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%(1)
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5% Stockholders:
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Boulescu Ramescu Constantin(2)
Romania, Motru
Aleea Teilor No 33
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1,500,396
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[•]%
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Directors and Executive Officers:
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John C. Rood
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22,348(3)
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[•]%
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Chris Hadfield
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3,202
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[•]%
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Brian Kabot
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34,932(4)
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[•]%
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Mitchel B. Kugler
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-
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[•]%
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Victorino G. Mercado
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4,262
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[•]%
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Kimberly A. Reed
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4,926
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[•]%
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Linda J. Reiners
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4,926
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[•]%
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Rob Schwarz
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11,623(5)
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[•]%
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Paul Ney
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4,388(6)
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[•]%
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Lon Ensler
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-
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[•]%
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Directors and executive officers as a group (10 individuals)
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90,607
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[•]%
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*
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Less than one percent.
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(1)
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The aggregate percentage of shares of Class A common stock reported to be beneficially owned by each person named is determined in accordance with the rules of the SEC and is based on [•] shares of Class A common stock of the Company outstanding as of [•], 2024.
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(2)
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Beneficial ownership information is based on a Schedule 13G filed with the SEC on October 10, 2024 by Boulescu Ramescu Constantin ("Boulescu"). Boulescu has sole voting power with respect to 1,500,396 shares and sole dispositive power with respect to all shares.
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(3)
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Consists of (i) 16,521 shares of Class A common stock and (ii) 5,827 shares of Class A common stock issuable upon the exercise of options.
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(4)
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Represents 3,782 shares of Class A common stock held by Brian Kabot directly. The Schedule 13D/A filed with the SEC by SRC-NI Holdings, LLC, the sponsor entity of Stable Road Acquisition Corp. (the "Sponsor"), on February 11, 2022 (the "Sponsor Schedule 13D/A"), indicated that Mr. Kabot, Juan Manuel Quiroga and Edward K. Freedman are the three managing members of the Sponsor, the majority approval of whom is required to approve an action of the Sponsor. As a result, none of the aforementioned individuals are deemed to be beneficial owners of the Sponsor's securities, which, based on the Sponsor Schedule 13D/A, total 28,750 shares of Class A common stock in sole voting power and sole investment power. The Sponsor Schedule 13D/A specifies that the Sponsor is not a member of a group.
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(5)
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Consists of (i) 2,685 shares of Class A common stock and (ii) 8,938 shares of Class A common stock issuable upon the exercise of options.
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(6)
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Consists of (i) 4,010 shares of Class A common stock and (ii) 378 shares of Class A common stock issuable upon the exercise of options.
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By Order of the Board of Directors,
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John Rood
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Chairperson, President, and Chief Executive Officer
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Momentus Inc.
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