Momentus Inc.

S-11 ny20047547x5_s1.htm S-1

As filed with the Securities and Exchange Commission on May 30, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOMENTUS INC.

(Exact Name of Registrant as Specified in Its Charter)

(650) 564-7820

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

John C. Rood

Chief Executive Officer

Telephone: (650) 564-7820

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated May 30, 2025

PRELIMINARY PROSPECTUS

Momentus Inc.

Up to 4,288,232 Shares of Common Stock

This Prospectus relates to the offer and sale from time-to-time of up to 4,288,232 shares of Class A common stock, par value $0.00001 per share (the “Common Stock”), of Momentus Inc. (the “Company,” “Momentus,” “we,” “our” or “us”) by the Selling Stockholders identified in this prospectus or their permitted transferees (collectively, the “Selling Stockholders”), which may be issued pursuant to a loan agreement (the “Loan Agreement”) between us and J.J. Astor & Co. The shares of Common Stock registered for resale pursuant to this prospectus consist of (i) 595,588 shares of Common Stock (“Initial Note Conversion Shares”) issuable upon conversion of a junior secured convertible note dated to be issued by the Company to J.J. Astor & Co. upon the funding of a first tranche under the Loan Agreement having an original principal amount of $1,012,500 (the “Initial Convertible Note”); (ii) 595,588 shares of Common Stock (the “Additional Note Conversion Shares” and, together with the Initial Note Conversion Shares, collectively, the “Conversion Shares”), issuable upon conversion of a junior secured convertible note to be issued by the Company to J.J. Astor & Co. upon the funding of a second tranche under the Loan Agreement having an original principal amount of $1,012,500 (the “Additional Convertible Note” and, together with the Initial Convertible Note, the “Convertible Notes”); (iii) 952,940 shares of Common Stock issuable upon exercise of certain warrants (the “Warrants”) issued in connection with the Convertible Notes (the “Warrant Shares”); and (iv) 2,144,116 additional shares of Common Stock that we are required to register pursuant to a registration rights agreement between us and J.J. Astor & Co. obligating us to register 200% of the maximum number of Conversion Shares and Warrant Shares (such shares, together with the Conversion Shares and Warrant Shares, the “Shares”).

We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale by the Selling Stockholders of the Shares.

Sales of the Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to the prevailing market or at negotiated prices. The Selling Stockholders may sell shares to or through underwriters, broker-dealer or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the shares, or both.

We will not receive any of the proceeds from such sales of the shares of Common Stock. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to its sale of shares of Common Stock. See “Plan of Distribution” of this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue, offer or sell any of the Shares.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “MNTS.” On May 30, 2025, the last reported sale price of our Common Stock was $1.70 per share.

We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and, as such, have elected to take advantage of certain of the scaled disclosures available for smaller reporting companies. See “Prospectus Summary – Implications of Being a Smaller Reporting Company.”

Investing in our securities involves risks. See the section entitled “Risk Factors” on page 7 of this prospectus to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.