Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 06 2021 - 06:07AM
Edgar (US Regulatory)
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 image was made available by Stable Road Acquisition Corp.
and Momentus Inc. on Twitter on May 5, 2021:
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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