Sec Form 13D Filing - Prime Movers Lab Fund I LP filing for MOMENTUS INC (MNTS) - 2021-10-08

CUSIP No.  60879E 101

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Growth GP I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					2,000,000(4)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					2,000,000(4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,000,000(4)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		2.4%
14	TYPE OF REPORTING PERSON (See Instructions)
		OO

1	NAMES OF REPORTING PERSONS
		Dakin Sloss
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					27,996,648(5)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					27,996,648(5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		27,996,648(5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		34.6%
14	TYPE OF REPORTING PERSON (See Instructions)
		IN

 

All except 2,000,000 of the 27,996,648 shares of the Common Stock to which this Schedule 13D relates were acquired by PML, PML SPV 1, PML SPV 2 and PML SPV 3 in connection with a business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger, dated as of October 7, 2020 (as amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company (f/k/a Stable Road Acquisition Corp.), Project Marvel First Merger Sub, Inc. (“First Merger Sub”), Project Marvel Second Merger Sub, LLC (“Second Merger Sub”) and Momentus Inc. (“Legacy Momentus”).  Pursuant to the Merger Agreement, First Merger Sub merged with and into Legacy Momentus, with Legacy Momentus continuing as the surviving corporation (the “First Merger”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Momentus merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company (the “Mergers” and collectively with the other transactions described in the Merger Agreement, the “Transactions”).  The Transactions closed on August 12, 2021 (the “Closing Date”).

 

Pursuant to the Merger Agreement, an aggregate of 87,250,246 shares of Class A Common Stock of Legacy Momentus held by PML and PML SPV 1 and the Simple Agreements for Future Equity held by PML SPV 2 and PML SPV 3 were converted into 25,996,648 shares of Class A Common Stock of the Company, effective as of the closing of the Business Combination (the “Closing’).

Pursuant to a Subscription Agreement dated as of July 16, 2021 (as amended from time to time, the "Subscription Agreement") entered into in connection with the Merger Agreement, PM Growth agreed to subscribe for and purchase, in a private placement which closed immediately prior to the Closing, an aggregate of 1,000,000 shares of Class A Common Stock of the Company for a purchase price of $10.00 per share, and received a warrant to purchase 1,000,000 shares of Class A Common Stock of the Company at a price of $11.50 per share.  The source of the funds used for such purchase is general funds available to PM Growth, including capital contributions from equityholders of PM Growth or its affiliates.

Item 4.  Purpose of the Transaction

 

PML, PML SPV 1, PML SPV 2 and PML SPV 3 acquired 25,996,648 shares of Class A Common Stock pursuant to the Merger Agreement.  PM Growth acquired 1,000,000 shares of Class A Common Stock and a warrant to purchase 1,000,000 shares of Class A Common Stock pursuant to the Subscription Agreement.  The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.

 

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

 

 

The aggregate percentage of shares of Class A Common Stock reported to be beneficially owned by each person named on the cover pages hereto is determined in accordance with the rules of the Securities and Exchange Commission and is based on 79,772,262 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2021, as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 18, 2021.

 

 

 

 

 

Amended and Restated Registration Rights Agreement – In connection with the closing of the Business Combination, the Company, the Reporting Persons except for PM Growth, PML GP and Dakin Sloss and certain other stockholders (the “RRA Holders”) entered into an Amended and Restated Registration Rights Agreement, dated as of August 12, 2021 (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of certain securities of the Company held by the RRA Holders within 30 days after the Closing Date.  In addition, the RRA Holders are entitled to make up to three demands for registration that the Company register shares of Class A Common Stock held by these parties.  The Registration Rights Agreement also provides customary “piggy-back” registration rights to such stockholders.

 

Lock-Up Agreements – In connection with the Transactions, the Company and certain stockholders of each of the Company and Legacy Momentus, including the Reporting Persons except for PM Growth, PML GP and Dakin Sloss (collectively, the “Holders”), entered into Lockup Agreements.  The Lockup Agreements provide for the securities of the Company held by the Holders to be locked up for a period of time following the Closing Date, subject to certain exceptions.  The Reporting Persons agreed to a six-month lock-up period for their shares of Class A Common Stock held as of the Closing Date.

 

This summary is qualified by the actual terms of the Merger Agreement, the Registration Rights Agreement and the Lockup Agreement, copies of which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit No.	Name
A.	Agreement of Joint Filing by and among the Reporting Persons.
1.	Agreement and Plan of Merger, dated as of October 7, 2020 (as amended, supplemented or modified from time to time), by and among the Company (f/k/a Stable Road Acquisition Corp.), Project Marvel First Merger Sub, Inc., Project Marvel Second Merger Sub, LLC and Momentus Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2020).
2.	Amended and Restated Registration Rights Agreement, dated as of August 12, 2021, by and among the Company, SRC-NI Holdings, LLC and certain other parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2021).
3.	Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2021).
4.	Subscription Agreement dated as of July 16, 2021, as amended, by and between Stable Road Acquisition Corp. and Prime Movers Growth Fund I LP.