Momentus Inc.

For the period ended May 19, 2025. Filed Apr 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2025 · Filed Apr 28, 2025

MNTS$2.05+20.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(A) of

the Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

MOMENTUS INC.

(Name of Registrant As Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6 (i) (1) and 0-11

Items of Business 1. To elect to the Board of Directors the three nominees set forth in the accompanying proxy materials each to serve until the next Annual Meeting of the Stockholders of the Company that coincides with the expiration of such members’ applicable terms and until their successors are duly elected and qualified. 2. To ratify the appointment of Frank, Rimerman + Co. LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. To approve, pursuant to Nasdaq listing rules, the repricing of certain existing warrants of the Company (the “Warrant Repricing Proposal”). 4. To approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing Inducement Warrants (the “Inducement Warrant Proposal”). 5. To approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the exercise of certain existing Convertible Notes and Warrants (the “Convertible Notes and Warrants Proposal”). 6. To approve, pursuant to Nasdaq listing rules, the issuance of Class A common stock in connection with the conversion of certain existing Preferred Stock into Class A common stock (the “Conversion Proposal”). 7. To approve an amendment to our 2021 Equity Incentive Plan to increase the number of shares available for issuance thereunder (the “Equity Incentive Plan Proposal”). 8. To transact such other business that may properly come before the Annual Meeting or any adjournment of the Annual Meeting. By order of the Board of Directors, Jon Layman Chief Legal OfficerApril 28, 2025		Annual Meeting Details You can vote if you are a stockholder of record as of the close of business on April 15, 2025. The Annual Meeting of Stockholders will be held in a virtual format only, via live webcast at www.virtualshareholdermeeting.com/MNTS2025.
			Date and TimeMay 19, 20259:00 a.m. Pacific time
	Your Vote is ImportantPlease carefully review the proxy materials and follow the instructions below to cast your vote as soon as possible in advance of the Annual Meeting. We anticipate that the Notice Regarding the Availability of Proxy Materials will be mailed to stockholders beginning on or about April 28, 2025.
			VOTE ONLINEBy May 18, 2025www.proxyvote.com
			VOTE BY MAIL By May 18, 2025 Vote Processingc/o Broadridge51 Mercedes WayEdgewood, NY 11717

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.