Momentus Inc. entered into letter of intent to acquire Stable Road Acquisition Corp. ('SRAC') from SRC-NI Holdings, LLC, 683 Capital Partners, LP managed by 683 Capital Management, LLC, HGC Investment Management Inc., Susquehanna Securities, LLC and others in a reverse merger transaction for approximately $700 million.
Chris Hadfield, David Siminoff, Vincent Deno and Edward Horowitz will join the Board of Directors of the combined company. The other individuals who will comprise the post-combination Board of Directors of the company, subject to approval by Stable Road's stockholders, include Mikhail Kokorich as Founder and Chief Executive Officer of Momentus, Brian Kabot as Chairman and Chief Executive Officer of Stable Road and Dawn Harms as Chief Revenue Officer of Momentus. As of March 4, 2021, the following persons are expected to serve as directors and executive officers of the combined company: Dawn Harms, Interim Chief Executive Officer and Director, Fred Kennedy, President, Jikun Kim, Chief Financial Officer and Alexander Fishkin, General Counsel, Chief Business Affairs & Legal Officer, Secretary. Non-Employee Director will include Brian Kabot, Vincent Deno, Chris Hadfield as Directors. Following completion of the transaction, Momentus will be led by new Chief Executive Officer, John C. Rood. The Board of Directors of Momentus will include John C. Rood, Chris Hadfield, Kimberly A. Reed, Mitchel Kugler, Linda Reiners, Brian Kabot and a Security Director to be named.
The transaction is subject to approval of SRAC and Momentus stockholders and other closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission. The transaction is subject to SRAC having at least $5 million of net tangible assets as of the effective time of the consummation of the transaction, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of the listing of the shares of SRAC Class A Common Stock to be issued, certain individuals must have resigned from their positions and offices with SRAC and Momentus. The transaction is also subject to SRAC having at least $250 million in available cash immediately through the proceeds from PIPE Investment and any alternative financing with respect to the PIPE Investment, prior to the effective time of the consummation of the transaction. A meeting of shareholders of Stable Road Acquisition Corp. will be held on August 11, 2021. The closing is also conditioned on the approval of the Charter Amendment Proposal and the Nasdaq Proposal at the special meeting. The Boards of Directors of both Momentus and SRAC have unanimously approved the proposed transaction. As of November 3, 2020, FTC granted the early termination notice to the transaction. The SRAC Board of Directors have recommended SRAC shareholders to approve the deal. On July 22, 2021, the registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. The transaction is expected to close in the first quarter of 2021. As of April 7, 2021, an amendment was entered to extend the outside date to June 7, 2021. The shareholders of SRAC will be invited to shareholders meeting on May 6, 2021, among other thing to vote in favor of extension of date of the consummation of a business combination from May 13, 2021 to August 13, 2021. As of May 13, 2021, Stable Road Acquisition Corp.'s stockholders approved a proposal to extend the deadline by which the Stable Road has to consummate the proposed business combination with Momentus Inc. from May 13, 2021 to August 13, 2021. As of August 11, 2021, the stockholders of Stable Road approved the proposed business combination. As of the amendment dated June 29, 2021, the transaction is expected to be completed by August 13, 2021. As of August 11, 2021, the transaction is expected to close on August 12, 2021.
Paul-Emmanuel Prunet, Jay Chandler, Jim Birle, Neil Shah, Sofia Sema and Chris Kolakowski of Evercore Inc. (NYSE:EVR) are acting as financial advisors and capital markets advisor to Momentus. Cantor Fitzgerald & Co. is acting as capital markets advisor to SRAC. Daniel S. Kim, Hari Raman, Albert Vanderlaan, Steven Malvey, Jason D. Flaherty, Jeanine P. McGuinness, Daniel Yost, Lynne T. Hirata, Andrew Barlow and Scott Porter of Orrick, Herrington & Sutcliffe LLP is acting as legal advisors to Momentus. Douglas C. Gessner, Bradley C. Reed and Kevin M. Frank of Kirkland & Ellis LLP is acting as legal advisors to SRAC. Morrow & Co., LLC acted as the information agent to Stable Road Acquisition Corp and will receive a fee of $22,500 for its services. Morrow & Co., LLC will receive a fee of $22,500, as per the update dated March 25, 2021. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent to Stable Road Acquisition Corp. Stephen M. Kotran of Sullivan & Cromwell LLP represents Evercore as the exclusive financial adviser to Momentus.