Momentus Inc.

General

Momentus is asking stockholders to approve, for purposes of Nasdaq Stock Market Rule 5635, the issuance of 7,211,535 shares of Class A common stock, which includes 477,455 shares of Class A common stock issued in connection with the Master Services Agreement (as defined below) and 6,734,080 shares of Class A common stock issuable upon the conversion of the Preferred Stock (as defined below) issued in connection with the Master Services Agreement (as defined below).

Pursuant to the Master Services Agreement, the Company issued an aggregate of 477,455 shares of Class A common stock and 673,408 shares of Series A Convertible Preferred Stock, par value 0.00001 per share (the “Preferred Stock”) to Velo3D, Inc., a Delaware corporation (“VLD”). The Preferred Stock, subject to the terms set forth in the Certificate of Designations (as defined below) and approval by the Company’s stockholders of the Conversion Proposal, is convertible into an aggregate of 6,734,080 shares of Class A common stock.