Momentus Inc.
For the period ended Jan 27, 2026. Filed Dec 29, 2025.
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Jan 27, 2026 · Filed Dec 29, 2025
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Contents
PROXY AUTHORIZATION
The interest and cooperation of all stockholders in the affairs of Momentus are considered to be of the greatest importance by our management team. Whether or not you plan to attend the Special Meeting, it is requested that, whether your share holdings are large or small, you promptly authorize a proxy to vote your shares via the Internet, by telephone or by mail.
By Order of the Board of Directors,
John Rood
Chairperson, President, and Chief Executive Officer
Momentus Inc.
ANNEX A
FORM OF FOURTH CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
MOMENTUS INC.
MOMENTUS INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: This Fourth Certificate of Amendment amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation, as amended and filed with the Secretary of State of the State of Delaware (the “Second Amended and Restated Certificate of Incorporation”).
SECOND: Section 1.1 of the Corporation’s Second Amended and Restated Certificate of Incorporation shall be amended and restated in its entirety to read as follows:
“1.1 The total number of shares of all classes of stock that the Corporation has authority to issue is 284,312,500 shares, consisting of three (3) classes: 260,000,000 shares of Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), 4,312,500 shares of Class B Common Stock, $0.00001 par value per share (“Class B Common Stock” and together with the “Common Stock”), and 20,000,000 shares of Preferred Stock, $0.00001 par value per share (“Preferred Stock”).”
THIRD: This Fourth Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Fourth Certificate of Amendment to be duly executed in its corporate name as of the [•] day of [•], [•].
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