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In the Matter of Momentus, Inc., et al.
Admin. Proc. File No. 3-20393

Feb. 9, 2023

On July 13, 2021, the Commission instituted and simultaneously settled cease-and-desist proceedings (the “Order”) against Momentus, Inc. (“Momentus”), Stable Road Acquisition Corp. (“SRAC”), SRC-NI Holdings, LLC (“SRC-NI”), and Brian Kabot (“Kabot”) (collectively, 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 Stable Road Acquisition Corp. (“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, SRAC also engaged in negligent misconduct by repeating and disseminating Momentus’ misrepresentations in Commission filings without a reasonable basis in fact and its due diligence failures compounded Momentus’ and Kokorich’s misrepresentations and omissions, resulting in the dissemination of materially false and misleading information to investors. Additionally, 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 is a managing member of SRAC’s sponsor, SRC-NI , and his conduct as described in the Order, was also 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 Fair Fund consists of the $8,040,000.00 paid by the Respondents. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On January 23, 2023, the Commission issued an order appointing Miller Kaplan Arase LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-96733.

On February 24, 2023, the Commission issued an order appointing Epiq Class Action & Claims Solutions, Inc., as the Fund Administrator to oversee the administration and distribution of the Fair Fund and, set the administrator’s bond amount. See the Commission’s Order: Release No. 34-96981.

On June 27, 2023, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-97801 and the Proposed Plan.

The Proposed Plan provides that the distribution of the Fair Fund shall be made to investors who purchased eligible securities during the relevant period and suffered a recognized loss as calculated by the methodology used in the plan of allocation in the Proposed Plan.

One comment was received during the comment period, and on August 24, 2023, the Commission issued an order extending the time to enter an order approving or disapproving the Proposed Plan to February 29, 2024 to allow for the evaluation and analysis to properly address the comments. See the Commission’s Order: Release No. 34-98209.

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov

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