PORTLAND, Ore., June 20, 2024 /PRNewswire/ --
UNITED STATES OF
AMERICA
Before the
SECURITIES AND
EXCHANGE COMMISSION
ADMINISTRATIVE PROCEEDING
File No. 3-20393
In the Matter of
Momentus, Inc., Stable Road
Acquisition Corp.,
SRC-NI
Holdings, LLC, and Brian
Kabot,
Respondents.
PLAN NOTICE OF MOMENTUS
STABLE ROAD FAIR FUND
TO: Individuals and entities, or their lawful successors, who
purchased SRAC common stock, SRAC warrants, or SRAC units, traded
on the NASDAQ under the trading symbols SRAC, SRACW, and SRACU
("Securities") during the period October 7,
2020 through July 13, 2021,
inclusive ("Recovery Period").
If you fall within the group above, you must submit a
completed Claim Form with the necessary documentation so that it is
postmarked (or if not sent by U.S. Mail, received) by
July 4, 2024 (the "Claims Bar Date"),
to be considered for eligibility to receive a Distribution Payment
from the Momentus Stable Road Fair Fund.
Purpose of this Plan Notice
The purpose of this Plan Notice is to inform you that you may be
eligible to share in the proceeds of the Momentus Stable Road Fair
Fund described herein. To be potentially eligible to share in the
Momentus Stable Road Fair Fund, you must file a Claim Form in
accordance with the steps set forth in this Plan Notice and in the
Plan of Distribution (the "Plan") approved by the Securities and
Exchange Commission ("SEC" or "Commission"). Claim Forms, together
with this Plan Notice, are being mailed to all known Preliminary
Claimants1 identified by the Commission-appointed Fund
Administrator ("Fund Administrator"), Epiq Class Action &
Claims Solutions, Inc. ("Epiq").2 Copies of the
Plan, this Plan Notice, and the Claim Form are available on the
Momentus Stable Road Fair Fund website at
www.MomentusStableRoadFairFund.com.
PLEASE READ THIS PLAN NOTICE CAREFULLY AND IN
ITS ENTIRETY.
Background
On July 13, 2021, the Commission
issued the Order instituting and simultaneously settling
cease-and-desist proceedings against the Respondents. In the Order,
the Commission found that Momentus, a privately held space company
that aspires to provide space infrastructure services, and its
former Chief Executive Officer Mikhail
Kokorich ("Kokorich"), made materially false statements,
omitted to state material facts, and engaged in other deceptive
conduct as Momentus sought to go public through a business
combination with SRAC, a publicly traded special-purpose
acquisition company ("SPAC"). Specifically, the Commission found
that Momentus' business plans and multi-billion dollar revenue
projections, as provided to investors and described in SRAC's Form
S-4 registration statement/proxy statement filed in connection with
the anticipated merger, were materially false and misleading.
According to the Order, on October 7,
2020, Momentus and SRAC announced their merger agreement and
made presentations to private and institutional investors as well
as analysts that contained materially false statements concerning
the success of Momentus' technology. On the same day, SRAC entered
into subscription agreements with private investment in public
equity ("PIPE") investors who agreed to invest $175 million of capital by purchasing 17.5
million shares of common stock of the company, if and after the
merger was approved. The Commission also found that SRAC included
Momentus' material misstatements and false financial projections in
its registration statement filed with the Commission in
November 2020 and in amendments filed
on December 14, 2020 and March 8, 2021 which Kabot signed. Further, the
Commission found that Momentus and SRAC did not disclose that,
among other things, there was no assurance that its Momentus'
technology was "sufficiently reliable and efficient to permit
commercialization…" until June 29,
2021 when it filed the third amendment to its registration
statement.
According to the Order, Momentus, Kokorich, and SRAC also
concealed and made false statements about U.S. government concerns
with national security and foreign ownership risks posed by
Kokorich, including concerns regarding his affiliation with
Momentus which jeopardized, among other things, the Momentus'
launch schedule and revenue projections that were based in part on
assumptions about the timing of its first commercial launch. The
Commission found that in January 2021
Momentus and SRAC became aware of correspondence from the U.S.
Defense Department stating that Momentus posed a risk to national
security as a result of its association with Kokorich. Kokorich, a
foreign national could not access parts of Momentus' technology
without an export license, which was denied because of national
security reasons with respect to Kokorich. To address this issue,
Kokorich formally stepped down as CEO of Momentus on January 25, 2021 and on March 31, 2021, placed his shares of Momentus
stock in a voting trust. According to the Order, in its
June 29, 2021 amendment to its
registration statement, SRAC disclosed that Momentus was forced to
reduce its financial projections due to adverse licensing decisions
stemming from Kokorich's national security risks, and contributed
to a 50% decline in Momentus' enterprise valuation, from
$1.1 billion to less than
$600 million.
In addition, the Commission found that Brian Kabot, SRAC's CEO who signed public
filings that included misrepresentations about Momentus' technology
and national security risks, caused SRAC's disclosure violations.
According to the Order, SRAC's public filings, including
registration statements signed by Kabot, incorporated Momentus' and
Kokorich's false and misleading claims caused investors to be
misled about material aspects of Momentus' business. The Commission
further found that Kabot was a managing member of SRAC's sponsor,
SRC-NI, and as such his conduct as described in the Order was
attributable to SRC-NI.
The Commission ordered the Respondents to pay $8,040,000.00 in civil money penalties to the
Commission. The Commission also created a Fair Fund, pursuant to
Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties
paid can be distributed to harmed investors (the "Fair Fund").
The Respondents have paid in full. The Fair Fund has been
deposited in a Commission-designated account at the United States
Department of the Treasury, and any accrued interest will be added
to the Fair Fund.
Eligibility Criteria and the Distribution
Methodology
To qualify for a payment from the Momentus Stable Road Fair
Fund, you must satisfy certain eligibility criteria that are
described in detail in the Plan. The Plan is available on the Fair
Fund website at www.MomentusStableRoadFairFund.com and on the
Commission's public website at
https://www.sec.gov/files/litigation/admin/2024/34-99688-dp.pdf.
You can also request a copy of the Plan by calling the Fund
Administrator at 1-888-817-6536 or by emailing
info@MomentusStableRoadFairFund.com. The eligibility criteria
include the following:
-
You must have purchased SRAC common stock,
SRAC warrants, or SRAC
units, traded on the NASDAQ under the trading symbols
SRAC, SRACW, and SRACU, during the Recovery
Period.
- Your approved transactions must calculate to a Recognized Loss
as calculated under the Plan and your Distribution Payment must
equal or exceed $10.00.
Claim Forms
A CLAIM FORM IS BEING SENT TO ALL PRELIMINARY CLAIMANTS
KNOWN TO THE FUND ADMINISTRATOR. IF YOU DO NOT RECEIVE A CLAIM FORM
OR REQUIRE ADDITIONAL CLAIM FORMS, PLEASE FOLLOW THE INSTRUCTIONS
BELOW UNDER "ADDITIONAL INFORMATION."
IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE FAIR FUND, PLEASE
SUBMIT A CLAIM FORM AND ALL SUPPORTING DOCUMENTATION ELECTRONICALLY
ON THE FAIR FUND WEBSITE AT WWW.MOMENTUSSTABLEROADFAIRFUND.COM. YOU
MAY ALSO SUBMIT YOUR CLAIM FORM AND DOCUMENTS TO THE ADDRESS LISTED
BELOW.
THE DEADLINE TO SUBMIT A CLAIM FORM ONLINE OR BY MAIL
AT THE ADDRESS BELOW IS JULY 4, 2024
— ALSO REFERENCED HEREIN AS THE "CLAIMS BAR DATE." PLEASE NOTE:
THIS IS A "POSTMARKED" DEADLINE. IF YOU FAIL TO SUBMIT A COMPLETED
CLAIM FORM POSTMARKED ON OR BEFORE JULY 4,
2024, OR YOU FAIL TO SUBMIT A CLAIM FORM ELECTRONICALLY ON
THE FAIR FUND WEBSITE ON OR BEFORE THIS DATE, YOU MAY BE BARRED
FROM RECEIVING A PAYMENT FROM THE MOMENTUS STABLE ROAD FAIR FUND.
THE CLAIM FORM MUST BE ACCOMPANIED BY APPROPRIATE SUPPORTING
DOCUMENTS FOR EACH TRANSACTION LISTED IN PARTS II–III OF THE CLAIM
FORM.
Momentus Stable
Road Fair Fund
Epiq Class Action & Claims Solutions, Inc.
Fund
Administrator
P.O. Box 2567 Portland, OR 97208‑2567
Claim Determinations
Within 90 days of the Claims Bar Date, the Fund
Administrator will send a Claim Status Notice to all
Preliminary Claimants that submitted a Claim Form. The Claim Status
Notice will set forth the Fund Administrator's determination of the
eligibility of the claim. If a claim is denied in whole or in part,
the Fund Administrator will state the reason for such denial. The
reasons for denial may include the failure to submit documentation
supporting the transactions claimed or the adequacy of such
documentation. Preliminary Claimants with deficient or denied
claims will be given an opportunity to cure the deficiency or seek
reconsideration of the denial.
The Fund Administrator will send, as appropriate, a Final
Determination Notice to any Preliminary Claimants who responded to
the Claim Status Notice in an effort to cure a deficiency or to
seek reconsideration of a denied claim, or otherwise dispute the
Fund Administrator's determination, notifying the Preliminary
Claimant of its determination.
Additional Information
Additional information regarding the Momentus
Stable Road Fair Fund may be found at
www.MomentusStableRoadFairFund.com. Additional Claim Forms and Plan
Notices may also be downloaded at the Momentus Stable Road Fair
Fund's website. You may obtain additional information or request
copies of Claim Forms and Plan Notices by calling the Momentus
Stable Road Fair Fund's toll‑free number at (888) 817‑6536, or by
emailing info@MomentusStableRoadFairFund.com.
PLEASE CHECK THE WEBSITE
WWW.MOMENTUSSTABLEROADFAIRFUND.COM FREQUENTLY FOR
UPDATES
______________
1 Capitalized terms not defined here are defined in
the Plan.
2 On March 7, 2024,
the Commission appointed Epiq Class Action & Claims Solutions,
Inc. ("Epiq") as the Fund Administrator.
URL: www.MomentusStableRoadFairFund.com
View original
content:https://www.prnewswire.com/news-releases/claims-deadline-is-approaching-for-the-momentus-stable-road-fair-fund-302175858.html
SOURCE Epiq