Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
|
|
MOMENTUS INC.
|
(Name of Issuer)
|
|
|
Common Stock, par value $0.00001 per share
|
(Title of Class of Securities)
|
|
|
60879E 101
|
(CUSIP Number)
|
|
|
Taylor Frankel
c/o Prime Movers Lab
P.O. Box 12829
Jackson, WY 83002
307-203-5036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication) |
|
|
June 7, 2023
(Date of Event which Requires Filing of this Statement)
|
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §240.13d-1(e), §240.13d‑1(f) or §240.13d-1(g), check the following box: [ ]
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Prime Movers Lab Fund I LP
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
12,302,114
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
12,302,114
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
12,302,114
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
12.9%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Momentus PML SPV 1 LP
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
4,876,327
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
4,876,327
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
4,876,327
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
5.1%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Momentus PML SPV 2 LP
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
960,830
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
960,830
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
960,830
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
1.0%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Momentus PML SPV 3 LP
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
2,383,123
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
2,383,123
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
2,383,123
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
2.5%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Prime Movers Growth Fund I LP
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
WC
|
|
|||
|
|
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
1,949,254(1)
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
1,949,254(1)
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
1,949,254(1)
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
2.0%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
(1) | Includes (i) 949,254 shares held by Prime Movers Growth Fund I LP (“PM Growth”), and (ii) a warrant to purchase 1,000,000 shares that is exercisable within 60 days of February 16, 2022. |
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Prime Movers Lab 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
|
|
||||
|
|
|
||||
|
|
17,178,441(2)
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
17,178,441(2)
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
17,178,441(2)
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
18.1%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
|
|||
|
|
|
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Prime Movers Lab GP II 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
|
|
||||
|
|
|
||||
|
|
3,343,953(3)
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
3,343,953(3)
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
3,343,953(3)
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
3.5%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
|
|||
|
|
|
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
|
|
||||
|
|
|
||||
|
|
1,949,254(4)
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
1,949,254(4)
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
1,949,254(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)
|
|
||||
|
|
|
||||
|
|
2.0%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
|
|||
|
|
|
CUSIP No. 60879E 101
|
SCHEDULE 13D
|
|
|
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
|
|
||||
|
|
|
||||
|
|
22,471,648(5)
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
22,471,648(5)
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
22,471,648(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)
|
|
||||
|
|
|
||||
|
|
23.4%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
IN
|
|
|||
|
|
|
EXPLANATORY NOTE
This Amendment No. 4 (this “Amendment No. 4”) to the Statement on Schedule 13D (as amended, the “Statement”) is being filed with the Securities and Exchange Commission (the
“Commission”) relating to the common stock, par value $.00001 per share of Momentus, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”). This Amendment amends and supplements the Statement originally filed on
October 8, 2021 with the Commission. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement. Except as otherwise provided herein, each Item of the Schedule 13D remains
unchanged.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby supplemented as follows:
On January [31], 2023, entities affiliated with Momentus Inc. (each, a “Fund” and, collectively, the “Funds”) entered into a Preset In-Kind Distribution Plan (each, a
“Distribution Plan” and, collectively, the “Distribution Plans”) pursuant to which they may distribute, from time to time, up to an aggregate of 25,471,648 shares of Common Stock, subject to certain conditions and restrictions set forth in
the Distribution Plans, to their respective general and limited partners, and the Distribution Plans provide for the further pro rata distribution by the respective general partners of the Funds of shares that they receive in the
distributions from the Funds to their respective members. The distribution of Common Stock under the Distribution Plans is subject to timing, volume and price-based parameters adopted by the Funds, and there is no assurance that any Common
Stock will be distributed under the Distribution Plans. No shares of Common Stock have been distributed under the Distribution Plans to date. The Distribution Plans may be modified, suspended or terminated at any time without notice. On May
8, 2023, the Funds terminated the Distribution Plans.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is hereby supplemented as follows:
Distribution Plan - On January [31], 2023, entities affiliated with Momentus Inc. entered into Distribution Plans pursuant to which they may distribute, from time to time, up to an aggregate of 25,471,648 shares of Common Stock, subject to
certain conditions and restrictions set forth in the Distribution Plans, as follows:
•
|
Momentus PML SPV 1 LP: 6,011,780 shares
|
•
|
Momentus PML SPV 2 LP: 960,830 shares
|
•
|
Momentus PML SPV 3 LP: 2,383,123 shares
|
•
|
Prime Movers Lab Fund I LP: 15,166,661 shares
|
•
|
Prime Movers Growth Fund I LP: 949,254 shares
|
The distribution of Common Stock under the Distribution Plans is subject to timing, volume and price-based parameters adopted by the
Funds, and there is no assurance that any Common Stock will be distributed under the Distribution Plans. No shares of Common Stock have been distributed under the Distribution Plans to date. The Distribution Plans may be modified, suspended or
terminated at any time without notice. This summary is qualified in its entirety by reference to the form of Distribution Plan, a copy of which is filed herewith as Exhibit 5 to this Schedule 13D-A and is incorporated herein by reference.
On May 8, 2023, the Funds terminated the Distribution Plans.
SIGNATURES
|
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in
this statement is true, complete and correct.
Date: June 9, 2023
|
PRIME MOVERS LAB FUND I LP
MOMENTUS PML SPV 1 LP
|
|
|
|
|
|
|
|
By:
|
Prime Movers Lab GP I LLC, General Partner
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS LAB GP I LLC
|
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
MOMENTUS PML SPV 2 LP
MOMENTUS PML SPV 3 LP
|
|
|
|
|
|
|
|
By:
|
Prime Movers Lab GP II LLC, General Partner
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS LAB GP II LLC
|
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS GROWTH FUND I LP
|
|
|
|
|
|
|
|
By:
|
Prime Movers Growth GP I LLC, General Partner
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS GROWTH GP I LLC
|
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
DAKIN SLOSS
|
|
|
|
|
/s/ Dakin Sloss
|
|
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(K)(1)
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof
with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.00001 per share, of Momentus Inc., a Delaware corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the
others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: June 9, 2023
|
PRIME MOVERS LAB FUND I LP
MOMENTUS PML SPV 1 LP
|
|
|
|
|
|
|
|
By:
|
Prime Movers Lab GP I LLC, General Partner
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS LAB GP I LLC
|
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
MOMENTUS PML SPV 2 LP
MOMENTUS PML SPV 3 LP
|
|
|
|
|
|
|
|
By:
|
Prime Movers Lab GP II LLC, General Partner
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS LAB GP II LLC
|
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS GROWTH FUND I LP
|
|
|
|
|
|
|
|
By:
|
Prime Movers Growth GP I LLC, General Partner
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
PRIME MOVERS GROWTH GP I LLC
|
|
|
|
By:
|
/s/ Taylor Frankel
|
|
Name: |
Taylor Frankel
|
||
Title: |
Authorized Person
|
|
DAKIN SLOSS
|
|
|
|
|
/s/ Dakin Sloss
|
|