[D] Momentus Inc. SEC Filing

Rhea-AI Filing Summary

Momentus Inc. (MNTS) filed a Form D claiming an exemption under Rule 506(b) for a private securities offering. The filing lists the issuer as Momentus Inc., a Delaware corporation with a San Jose, California principal place of business at 3901 N. First Street. The Form D reports a total offering amount of $1,630,435, with $1,630,435 sold and . The offering included equity and options, warrants or other rights to acquire securities. The filing indicates one investor has already invested. The issuer identifies multiple related persons (executive officers and directors) including Jon Layman who signed as Chief Legal Officer and Corporate Secretary on 2025-10-02. The Form D states the offering is not in connection with a business combination and that the issuer selected an issuer size range of $1,000,001–$5,000,000 for aggregate net asset value.

Positive

• Total offering fully subscribed: the filing reports $1,630,435 sold and
• No sales commissions or finders' fees reported: Sales Commissions $0 and Finders' Fees $0

Negative

• Very limited investor participation: only 1 investor is listed as having invested
• Offering size is small relative to public raises: total amount is $1,630,435 and issuer net asset range reported as $1,000,001–$5,000,000

Insights

Securities Compliance Analyst

TL;DR: Form D shows a completed small Reg D 506(b) equity offering of $1.63M with one investor.

The filing explicitly states the issuer relied on Rule 506(b) and reports the full offering amount of $1,630,435 has been sold, with no remaining amount. It identifies the types of securities offered as equity and options/warrants, and lists named related persons and the signing officer. The filing also indicates the offering is not tied to a business combination.

Why it matters: This is a regulatory notice of a private placement; the 506(b) claim indicates offerees were not generally solicited and that the issuer relied on that safe harbor for exemption.

Corporate Finance Officer

TL;DR: The offering size and investor count signal a small, closed raise rather than a broad capital raise.

The Form D lists aggregate proceeds and an issuer size range of $1,000,001–$5,000,000. It reports one investor and no sales compensation or finders' fees. These facts point to a limited, likely internal or strategic financing event rather than a broad retail offering, based solely on the filing details presented.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001781162

Stable Road Acquisition Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Momentus Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Momentus Inc.
Street Address 1		Street Address 2
3901 N. FIRST STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SAN JOSE	CALIFORNIA	95134	6505647820

3. Related Persons

Last Name	First Name	Middle Name
Kabot	Brian
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Layman	Jon
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ensler	Lon
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kugler	Mitchel
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reiners	Linda
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hadfield	Chris
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reed	Kimberly
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rood	John
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mercado	Vic
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schwarz	Rob
Street Address 1	Street Address 2
3901 N. First Street
City	State/Province/Country	ZIP/PostalCode
San Jose	CALIFORNIA	95134

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
X	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
X	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-25				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,630,435	USD	or Indefinite
Total Amount Sold	$1,630,435	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Momentus Inc.	/s/ Jon Layman	Jon Layman	Chief Legal Officer and Corporate Secretary	2025-10-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemption did Momentus Inc. (MNTS) claim for this offering?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

How much money was raised in the offering reported on the Form D?

The Form D reports a total offering amount of $1,630,435 and $1,630,435 sold.

How many investors participated in the offering?

The filing states that 1 investor has already invested in the offering.

What types of securities were offered by Momentus Inc.?

The Form D indicates the offering included equity and options, warrants or other rights to acquire another security.

Did the Form D report any sales commissions or finders' fees?

No. The filing reports Sales Commissions $0 and Finders' Fees $0.

Is this offering connected to a business combination (e.g., merger or acquisition)?

No. The Form D explicitly indicates the offering is not being made in connection with a business combination.