- Merger to create the first publicly traded space infrastructure
company at the forefront of the new space economy
- Momentus partners and customers include SpaceX, Lockheed
Martin, and NASA
- Momentus to become publicly listed through a business
combination with Stable Road Acquisition Corp. (Nasdaq: SRAC,
SRACU, SRACW) (“Stable Road”)
- Combined company will have an estimated enterprise value of
approximately $1.2 billion and will become listed on Nasdaq under
the ticker symbol “MNTS” following expected transaction close in
early 2021
- Pro forma for the transaction, Momentus will have approximately
$310 million in cash on the balance sheet, to be funded by Stable
Road’s $172.5 million of cash held in trust (assuming no
redemptions) and $175.0 million from a fully committed common stock
PIPE at $10.00 per share, including investments from private equity
growth investors, family offices and select top tier public
institutional investors
Momentus Inc. (“Momentus” or the “Company”), a commercial
space company offering in-space transportation and infrastructure
services, today announced it has signed a definitive merger
agreement with Stable Road Acquisition Corp. (Nasdaq: SRAC, SRACU,
SRACW) (“Stable Road”) that will result in the Company becoming
publicly listed. Upon the closing of the transaction, the combined
operating company will be named Momentus Inc. and its securities
will be listed on Nasdaq and trade under the ticker symbol
“MNTS.”
Momentus graduated from the prestigious Y Combinator program and
has raised venture and private funding from notable investors such
as Prime Movers Lab, Y Combinator, Tribe Capital, University of
Wyoming Foundation, Lerner Enterprise, Tony Robbins, Joe Montana’s
liquid2VC fund and others.
The current size of the global space economy is expected to grow
from an estimated $415 billion to $1.4 trillion by 2030 driving
demand for transportation and infrastructure services in space.
With the significant market opportunity in the new space economy,
Momentus is well-positioned to address the need for in-space
transportation and infrastructure services. Utilizing a
multi-pronged approach, Momentus is developing capabilities to
provide critical infrastructure services: in-space transportation,
satellite as a service, and in-orbit services. The Company has
strong momentum from the rapidly expanding small satellite market,
which is seeking low-cost and regular launch access to orbit.
Momentus’ customers include satellite operators, satellite
manufacturers, launch providers, defense primes such as Lockheed
Martin and government agencies such as NASA. As of September 30,
2020, the Company had customer contracts which represent
approximately $90 million in potential revenue over the next
several years.
Momentus is creating the first hub and spoke model in space by
offering last-mile delivery in partnership with key launch
operators, including SpaceX. Momentus offers its customers
significantly more affordable access to space by combining the
capabilities of low-cost launch vehicles and Momentus’ transport
and service vehicles, powered by water plasma propulsion
technology. Momentus plans to expand its offerings by providing a
satellite as a service model for hosted payloads and an in-orbit
service model for satellite deorbiting, life extension, refueling,
and repositioning. In 2019, the Company successfully tested its
water plasma propulsion technology in space.
Momentus has developed its first transport and service vehicle,
Vigoride, to serve the needs of customers in Low Earth Orbit by
delivering small satellites up to 750kg to precise destinations,
and expects to provide hosted payload services, and in-orbit
services. The Company plans to launch its first Vigoride vehicle in
December 2020 with commercial customers and four to five Vigorides
in 2021. The Company is developing two larger, more capable
vehicles in its development plans: Ardoride in 2022 and Fervoride
in 2024 with the goal of serving all orbits up to Geosynchronous
Orbit and even Lunar Orbit and handling payloads of up to 4,000 kg.
To extend the capabilities of gigantic rockets like SpaceX’s
Starship and Blue Origin’s New Glenn, the Company is building its
largest vehicle to date – Fervoride, which the Company expects to
be capable of delivering up to 20 tons of cargo anywhere from Low
Earth Orbit to Geosynchronous Orbit and into deep space. Fervoride
is expected to be a pathfinder for the prospecting and use of space
resources such as water from the Moon and asteroids and a
technology enabler for the largest moonshot opportunities like
solar energy generation in space.
“Momentus is at the forefront of the new space economy and is
poised to capitalize on the significant growth opportunity as a
first mover; we believe in a future where humanity is equipped with
all it needs to flourish throughout the solar system,” said Mikhail
Kokorich, Founder & Chief Executive Officer of Momentus. “Our
mission is to provide the infrastructure services that support all
industry beyond Earth. The technologies we’ve developed or built
upon, including our groundbreaking water plasma propulsion, will
support growing demand from the booming satellite industry with
affordable, versatile and low risk transportation and
infrastructure services across private companies, government
agencies, and research organizations. We expect to deploy the
proceeds of this transaction to support our rapid growth and
operations, and to support our capital needs as we ramp up
revenues. We are excited to partner with the Stable Road team and
look forward to leveraging their capital markets expertise.”
Brian Kabot, Chairman & Chief Executive Officer of Stable
Road added, “We set out to identify a disruptive company and
Momentus was the most unique and compelling opportunity to create
value through our investment, as we believe the Company is primed
to be a leader in the rapidly growing new space economy. As the
only public, pure-play commercial space company capable of
revolutionizing space infrastructure, Momentus is poised to
capitalize on its market-defining position. We are excited to
partner with Momentus as the Company develops its technology
portfolio, continues to leverage deep customer relationships across
diverse private and public sector applications, and expands its
experienced leadership team.”
Transaction Overview
Pursuant to the transaction, Stable Road, which currently holds
approximately $172.5 million of cash in trust, will combine with
Momentus, which is estimated to result in a pro forma enterprise
value of approximately $1.2 billion. Momentus’ existing equity
security holders will hold approximately 75% of the issued and
outstanding shares of Class A common stock immediately following
the consummation of the merger, assuming no redemptions by Stable
Road’s existing public stockholders.
Cash proceeds in connection with the transaction will be funded
through a combination of Stable Road’s cash in trust and through a
$175.0 million fully committed common stock PIPE at $10.00 per
share, including investments from private equity growth investors,
family offices and select top tier public institutional
investors.
The boards of directors of both Momentus and Stable Road have
unanimously approved the proposed transaction. Completion of the
proposed transaction is subject to approval of Stable Road and
Momentus stockholders and other closing conditions, including a
registration statement being declared effective by the Securities
and Exchange Commission, and is expected to be completed in early
2021.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Stable Road
with the Securities and Exchange Commission ("SEC") and available
at www.sec.gov and on Momentus’ website at www.momentus.space.
Stable Road will file a registration statement (which will contain
a proxy statement/prospectus) with the SEC in connection with the
transaction.
Advisors
Evercore is serving as the exclusive financial advisor and
capital markets advisor to Momentus. Cantor Fitzgerald & Co. is
serving as capital markets advisor to Stable Road. Orrick,
Herrington & Sutcliffe LLP is serving as legal advisor to
Momentus, and Kirkland & Ellis LLP is serving as legal advisor
to Stable Road. ICR is serving as investor relations and
communications advisor to Momentus.
Evercore and Cantor Fitzgerald & Co. are the private
placement agents.
Investor Conference Call
Momentus and Stable Road will host a joint investor conference
call to discuss the business and the proposed transaction today,
October 7, 2020, at 8:00 AM ET.
To listen to the conference call via telephone, dial
1-877-407-4018 or 1-201-689-8471 (international callers/U.S. toll)
and enter the conference ID number 13711584. To listen to the
webcast, please click here. A replay of the call will be accessible
at the webcast link.
For Momentus investor relations, including a copy of the
presentation as filed with the SEC, visit
https://momentus.space/investors.
About Momentus
As a first mover in building in-space transportation and
infrastructure technology, Momentus is at the forefront of the
commercialization of space. With an experienced team of aerospace,
propulsion, and robotics engineers, Momentus has developed a
cost-effective and energy efficient in-space transport system based
on water plasma propulsion technology. Momentus has in-place
service agreements with private satellite companies, government
agencies, and research organizations, and its first Vigoride™
transport and service vehicle launch is scheduled for December
2020.
About Stable Road Acquisition Corp
Stable Road Acquisition Corp. (Nasdaq: SRAC, SRACW, SRACU) is a
special purpose acquisition company formed by SRC-NI Holdings, LLC,
an affiliate of Stable Road Capital, for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination.
Forward Looking Statements
This press release 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 this transaction,
information concerning Stable Road’s or Momentus’ possible or
assumed future results of operations, business strategies, the
expected development, capabilities and timing of the operation or
offering of Momentus’ transport vehicles and services, the expected
timing of Momentus’ first mission in December 2020, potential
revenue from customer contracts, debt levels, competitive position,
industry environment, potential growth opportunities and the
effects of regulation, including whether this transaction will
generate returns for stockholders. These forward-looking statements
are based on Stable Road’s or Momentus’ 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 Stable Road’s or Momentus’
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 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 Stable Road or Momentus 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 Momentus; risks related to
the ability of customers to cancel contracts for convenience; risks
related to the rollout of Momentus’ business and the timing of
expected business milestones; the effects of competition on
Momentus’ 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 Stable
Road’s public stockholders; the ability of Stable Road 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 Stable Road. 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 Stable Road nor Momentus 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 Stable Road’s
reports filed with the SEC and available at the SEC’s website at
www.sec.gov.
Additional Information and Where to Find It
In connection with the proposed transaction contemplated by the
merger agreement (the “Proposed Transaction”), Stable Road intends
to file with the SEC a registration statement on Form S-4 (the
“Registration Statement”) that will include a proxy statement of
Stable Road, a consent solicitation statement of Momentus and
prospectus of Stable Road, 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 Stable Road
and Momentus, 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. STABLE ROAD’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
STABLE ROAD’S SOLICITATION OF PROXIES FOR STABLE ROAD’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 Stable Road’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. Stable Road’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
Stable Road, Momentus 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 Stable
Road’s stockholders in connection with the Proposed Transaction.
STABLE ROAD’S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN,
WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS
AND OFFICERS OF STABLE ROAD IN ITS ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2019, WHICH WAS FILED WITH THE
SEC ON MARCH 26, 2020. INFORMATION REGARDING THE PERSONS WHO MAY,
UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES TO STABLE ROAD’S STOCKHOLDERS IN CONNECTION WITH THE
PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL
MEETING WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE
PROPOSED TRANSACTION WHEN AVAILABLE. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Proposed Transaction will be
included in the Registration Statement that Stable Road intends to
file with the SEC.
No Offer or Solicitation
This press release 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 Transaction
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201007005323/en/
For investor inquiries please contact: Tom Cook
investors@momentus.space For media inquiries please contact: Phil
Denning press@momentus.space
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