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United States securities and exchange commission logo
July 20, 2021
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, CA 90291
Re: Stable Road
Acquisition Corp.
Amendment No. 5 to
Registration Statement on Form S-4
Filed July 16, 2021
File No. 333-249787
Dear Mr. Kabot:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Form S-4
General
1. We note your disclosure
about the Settlement Agreement. Please revise to provide
additional detail about
the facts involved in the Settlement Agreement and discussed in the
SEC s Order in
Administrative Proceeding 3-20393, including disclosure that addresses
the specific
misrepresentations of material fact and misleading omissions about
Momentus s technology
and the U.S. Government s national security concerns.
Brian Kabot
FirstName
Stable RoadLastNameBrian Kabot
Acquisition Corp.
Comapany
July NameStable Road Acquisition Corp.
20, 2021
July 20,
Page 2 2021 Page 2
FirstName LastName
Consolidated Financial Statements
Stable Road Acquisition Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 10. Subsequent Events, page F-21
2. We note your subsequent events footnotes on page F-21 and F-46. Please
tell us the date
through which subsequent events have been evaluated for the interim
financial statement
period ended March 31, 2021 and the annual financial statements ended
as of December
31, 2020. Please also tell us whether you consider the inclusion of
these financial
statements in the Form S-4 as a reissuance of financial statements
under ASC 855-10-25-
4.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Melissa Gilmore, Staff Accountant, at 202-551-3777 or
Mark Rakip,
Accounting Branch Chief, at 202-551-3573 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jay Ingram, Legal
Branch Chief, at 202-
551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Douglas Gessner