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

(Check one): ☐ Form 10-K    ☐ Form 20-F    ☐ Form 11-K    ☒ Form 10-Q

☐ Form 10-D    ☐ Form N-SAR    ☐ Form N-CSR

For Period Ended: March 31, 2024

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10-Q

☐

Transition Report on Form N-SAR

For the Transition Period Ended: __________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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)

PART III – NARRATIVE

 

As previously announced in a Form 12b-25 filed by Momentus Inc. (the “Company”) on April 2, 2024, the Company has not yet completed the preparation of its Annual Report on Form 10-K for its 2023 fiscal year (the “Annual Report”). As a result of the ongoing work related to the preparation of the Annual Report, the Company is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) by the prescribed filing date without unreasonable effort and expense.

 

PART IV – OTHER INFORMATION

	Paul Ney		669		293-1444
	(Name)		(Area Code)		(Telephone Number)

☐Yes  ☒ No

The Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2023.

☒ 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.

The Form 10-Q will reflect certain steps the Company has taken to reduce expenses and financing transactions completed since March 31, 2024. The Company’s results of operations for the three months ended March 31, 2024 will include significant impacts relating to those activities. The Company currently estimates that:

These amounts are still under review by the Company’s accounting staff and its independent registered public accounting firm and may differ once reported in the Form 10-Q.

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 Company’s results of operations for the three months ended March 31, 2024, to be reported in the Form 10-Q . 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.