View:
United States securities and exchange commission logo
April 5, 2021
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, CA 90291
Re: Stable Road
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
File No. 001-39128
Filed March 25,
2021
Dear Mr. Kabot:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 25, 2021
General
1. Consistent with the
requirements of Item 19 of Schedule 14A, please revise to include a
materially complete
description of the reasons why you are seeking to amend the charter
to extend the life of
Stable Road in Proposal No. 3. We would expect to see an
explanation to
shareholders that addresses in transparent and comprehensive terms the
current status of the
proposed business combination and the likelihood that you will be
able to complete the
transaction with Momentus. In this regard, the disclosure should
address the steps
required for consummation of the merger and commencement of
operations, including
but not limited to, the need for various regulatory reviews and
approvals, licenses,
agreements and permits required to conduct the business and their
status. In addition,
the disclosure should address the impact on the proposed business
combination of the
departure of Momentus founder and former CEO and his associated
divesture of interests.
Brian Kabot
FirstName
Stable RoadLastNameBrian Kabot
Acquisition Corp.
Comapany
April NameStable Road Acquisition Corp.
5, 2021
April 25, 2021 Page 2
Page
FirstName LastName
2. We note that Momentus is subject to pending applications for
licenses or regulatory
approvals, including from the FAA, FCC and NOAA, as well as an ongoing
CFIUS
review. Please address the status of these licenses, approvals, or
reviews, and the
operational uncertainty these pending matters raise for the proposed
business combination
transaction and the potential impact of an adverse determination so
that investors may
assess the advantages or disadvantages of voting in favor of the
proposal to extend the
time to complete the business combination transaction.
3. In addition to the pending regulatory matters, we note that Momentus
has delayed its
initial launch until June 2021. Revise your disclosure to provide
investors with an up-to-
date understanding of Momentus operational status and prospects,
clearly disclosing any
assumptions underlying that information.
Why should I vote for the Extension Amendment?, page 3
4. We note that you discuss only positive factors relating to the
Momentus transaction.
Please revise to discuss negative factors relating to that
transaction. Include those
considered by your officers and directors and those that have arisen
since your board
approved the transaction.
How do the Company insiders intend to vote their shares?, page 4
5. We note the general disclosure here and that your beneficial ownership
table provides
disclosure as of February 21, 2021. Revise to disclose whether any
insiders have
purchased, or made arrangements to purchase or direct the voting of
shares in connection
with this proxy statement or the proposed transaction with Momentus.
Quantify the
number and revise your disclosure accordingly.
Interests of the Company's Directors and Officers, page 31
6. We note that your current disclosure describes the general interests
your directors and
officers have in the transaction and extension amendment. Please
revise to quantify those
interests.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Brian Kabot
Stable Road Acquisition Corp.
April 5, 2021
Page 3
Please contact Geoff Kruczek at 202-551-3641 or Jay Ingram at
202-551-3397 with any
other questions.
FirstName LastNameBrian Kabot Sincerely,
Comapany NameStable Road Acquisition Corp.
Division of Corporation
Finance
April 5, 2021 Page 3 Office of Manufacturing
FirstName LastName