Filed
by Stable Road Acquisition Corp. pursuant to Rule 425
under
the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Stable Road Acquisition Corp. (File No. 001-39128)
The
following communication was made available by Stable Road Acquisition Corp. and Momentus Inc. on Twitter on May 4, 2021:
The
proposal to extend the deadline by which SRAC has to consummate the proposed transaction with @momentusspace requires approval by holders
of at least 65% of the outstanding shares of Class A common stock and Class B common stock, voting as a single class. That threshold
had not been achieved as of yesterday evening, which is why all stockholders as of March 22, 2021 (the record date) are strongly encouraged
to vote as soon as possible. Those stockholders who have already voted have overwhelmingly supported the extension.
Forward-Looking
Statements
This
communication 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
press release, 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 press release speak only as of the date of this press release. 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
communication 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 (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.
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