Item
1.01 Entry into a Material Definitive Agreement.
On July 16, 2021, Stable Road Acquisition Corp. (“Stable
Road” or “Parent”) announced that it has entered into amended or new subscription agreements (the “Subscription
Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase
an aggregate of 11,000,000 shares (the “PIPE Investment”) of Stable Road Class A common stock, par value $0.0001 per
share (the “Combined Company’s Class A common stock”), following the consummation of the proposed business combination
with Momentus Inc. (“Momentus” or the “Company”, and such business combination, the “Proposed Business Combination”)
at a price of $10.00 per share, representing aggregate gross proceeds of $110.0 million.
In addition, Stable Road agreed to issue to each PIPE
Investor, at the closing of the PIPE Investment, warrants to purchase one share of Combined Company Class A common stock at a price of
$11.50 per share (subject to adjustment as described in the warrant agreement, dated as of November 7, 2019, between Continental Stock
Transfer & Trust Company, as warrant agent, and Stable Road (the “Warrant Agreement”)) for each share of Combined Company
Class A common stock purchased pursuant to such PIPE Investor’s Subscription Agreement. The PIPE Warrants will be issued pursuant
to the Warrant Agreement and will have substantially the same provisions as the public warrants issued in connection with Stable Road’s
initial public offering.
Prior to July 15, 2021, Stable Road had entered
into Subscription Agreements with PIPE Investors pursuant to which such PIPE Investors agreed to purchase an aggregate of 17,500,000
shares of Combined Company’s Class A common stock following the consummation of the Proposed Business Combination,
representing aggregate gross proceeds of $175.0 million.
On July 13, 2021, the Securities and Exchange
Commission (the “SEC”) announced charges against Stable Road, Brian Kabot, Momentus, and Momentus’ founder and
former CEO, Mikhail Kokorich, for misleading claims about Momentus’ technology and about national security risks associated
with Mr. Kokorich (the “SEC’s settled order”). Pursuant to the SEC’s settled order, Momentus and Stable Road
agreed to provide the original PIPE Investors with the right to terminate their Subscription Agreements prior to the stockholder
vote to approve the Proposed Business Combination. Accordingly, Momentus and Stable Road provided all PIPE Investors with the option
to terminate their Subscription Agreements without any liability or obligation. In total, PIPE Investors representing $118.0 million
of the original PIPE Investment terminated their Subscription Agreements. The remaining PIPE Investors elected to continue with
their Subscription Agreements, with certain PIPE Investors increasing or decreasing their commitment amounts pursuant to amendments
to the Subscription Agreements, with such changes representing a net $5.3 million increase in commitments by such remaining PIPE
Investors. In addition, 6 new PIPE Investors entered into Subscription Agreements, representing approximately $47.75 million of new
commitments. Affiliates of SRC-NI Holdings, LLC, the sponsor of Stable Road, which had committed $15.0 million in the aggregate to
the PIPE Investment, reaffirmed their commitment.
After giving effect to the foregoing, the PIPE Investors
have agreed to purchase an aggregate of 11,000,000 shares of Combined Company Class A common stock in the PIPE Investment for $10.00 per
share, for aggregate gross proceeds of $110.0 million. In addition, Stable Road has agreed to issue to PIPE Investors warrants to purchase
11,000,000 shares of Combined Company Class A common stock at a price of $11.50 per share.
The PIPE Investment is contingent upon, among other
things, the substantially concurrent closing of the Proposed Business Combination.