UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
001-39128
FORM 12b-25
CUSIP NUMBER
60879E200
NOTIFICATION OF LATE FILING
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(Checkone):
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☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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For Period Ended: December 31, 2023
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☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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☐
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Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
MOMENTUS INC.
Full Name of Registrant
Former Name if Applicable
3901 N. First Street
Address of Principal Executive Office (Street and Number)
San Jose, California 95134
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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☐
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
Momentus Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) without unreasonable effort and expense. The Company has determined that it is unable to file the Form
10-K within the prescribed time period without unreasonable effort or expense because the Company and its recently appointed auditor require additional time to prepare and review its financial statements to ensure adequate disclosure of the
financial information required to be included in the Form 10-K.
PART IV – OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification:
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Paul Ney
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669
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293-1444
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(Name)
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(Area Code)
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(Telephone Number)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify report(s).
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☒Yes ☐ No
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Discuss, if applicable:
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Forward-Looking Statements
Certain statements made herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of present or historical fact, included herein are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations regarding the timing of the
completion of the Company’s financial statements and the filing of the Form 10-K for the year ended December 31, 2023. The words “may,” “will,” “anticipate,” “believe,” “expect,” “could,” “intends,” “may,” “might,” “plan,” “should,” “would” and
similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are neither historical facts nor assurances of future performance. Instead,
they are based only on our current beliefs, expectations and assumptions. For a discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the
Company’s filings with the U.S. Securities and Exchange Commission including, but not limited to, “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or
otherwise.
MOMENTUS INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: April 2, 2024
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Momentus Inc.
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By:
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/s/Paul Ney
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Paul Ney
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Chief Legal Officer
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