Welcome to the informational website for the Momentus Stable Road Fair Fund.
If you 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 of October 7, 2020, through July 13, 2021 (inclusive), you may be eligible for a distribution payment from the Momentus Stable Road Fair Fund.
All Claim Forms must be submitted so that they are postmarked or received by the Fund Administrator on or before July 4, 2024.
Click here to download a copy of the Claim Form.
If you wish to file your claim online, you may click here.
If you have any questions regarding the Plan Notice or the claims process for the Momentus Stable Road Fair Fund, you may contact the Fund Administrator for more information toll-free at 1-888-817-6536; via email at info@MomentusStableRoadFairFund.com; or by writing to Momentus Stable Road Fair Fund, Fund Administrator, P.O. Box 2567, Portland, OR 97208-2567.
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 Brian Kabot signed. Further, the Commission found that Momentus and SRAC did not disclose that, among other things, there was no assurance that 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, 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 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 and 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.