UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 9, 2021
STABLE ROAD ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39128
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84-1905538
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1345 Abbot Kinney Blvd.
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Venice, California
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90291
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(Address of principal executive offices)
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(Zip Code)
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(833) 478-2253
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
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SRACU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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SRAC
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
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SRACW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 June 9, 2021, Momentus issued a press release announcing that it has entered into a National Security
Agreement (“NSA”) with the Department of Defense and Department of the Treasury as lead agencies on behalf of the Committee
on Foreign Investment in the United States (“CFIUS”). 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.
Forward-Looking Statements
This Current Report on Form 8-K may contain a
number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements about the expected timing of the completion of the proposed business combination, information concerning
Parent or the Company’s projected future results of operations, revenues, business strategies, and the expected timing of Momentus
Inc.’s first mission. These forward-looking statements are based on Parent’s or the Company’s management’s current
expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this communication,
the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar expressions (or the negative versions of such words
or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Parent’s or the Company’s management’s control, that could cause actual results to
differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important
factors include, but are not limited to: changes in domestic and foreign business, market, financial, political and legal conditions;
the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required
regulatory approvals (including licenses) are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of
Parent or the Company is not obtained; failure to realize the anticipated benefits of the proposed business combination; risks relating
to the uncertainty of the projected financial information with respect to the Company including estimated revenues; risks related to the
ability of customers to cancel contracts for convenience; risks related to the rollout of the Company’s business and the timing
of expected business milestones; the effects of competition on the Company’s future business; level of product service or product
or launch failures that could lead customers to use competitors’ services; developments and changes in laws and regulations, including
increased regulation of the space transportation industry; the impact of significant investigative, regulatory or legal proceedings; the
amount of redemption requests made by Parent’s public stockholders; the ability of Parent or the combined company to issue equity
or equity-linked securities in connection with the proposed business combination or in the future; and other risks and uncertainties indicated
from time to time in the definitive proxy statement/consent solicitation statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Parent. You are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Forward-looking statements included in this communication
speak only as of the date of this communication. Except as required by law, neither Parent nor the Company undertakes any obligation to
update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and
uncertainties are identified and discussed in the Parent’s reports filed with the SEC and available at the SEC’s website at
www.sec.gov.
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 among Parent and the Company (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 the Company 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 the Company, 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, the Company 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
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 8, 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.
(d) Exhibits
The exhibits listed in the following Exhibit Index
are filed as part of this Current Report.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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STABLE ROAD ACQUISITION CORP.
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Dated: June 9, 2021
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By:
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/s/ Brian Kabot
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Brian Kabot
Chief Executive Officer
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