Momentus Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors and Stockholders of

Momentus Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Momentus Inc. and Subsidiaries (collectively the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows, for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Amendments of Convertible Notes – Refer to Note 8 in the Consolidated Financial Statements

As discussed in Note 8, the Company entered into multiple amendments to its existing convertible debt agreements with Space Infrastructure Ventures (the “Convertible Notes”). Management evaluated each amendment to determine whether it should be accounted for as a debt modification or a debt extinguishment. This process involved significant management judgment in determining the appropriate accounting treatment and required a complex analysis of the terms of the amended agreements compared to the original agreements. For amendments determined to represent extinguishments, the Company recognized a gain or loss on extinguishment, as applicable, resulting in a net loss on debt extinguishment.

We identified the accounting for the amended convertible debt as a critical audit matter due to the significant judgments required by management in assessing whether the terms of the amended agreements were substantially different from the original agreements, which impacted whether the transactions were accounted for as modifications or extinguishments. This involved significant audit effort and the use of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

•We obtained an understanding and evaluated the design and implementation of controls over the Company’s accounting for the amendments of the Convertible Notes, including management's review controls over the technical accounting aspects of the amendments.

•We read the underlying agreements and assessed the terms in relation to the relevant accounting principles.

•We tested the completeness and accuracy of management’s analysis over whether each amendment met the conditions to be treated as a debt modification or extinguishment by evaluating them against the relevant technical accounting guidance. This included procedures to evaluate the judgments and estimates that are involved.

Master Services Agreement with Velo3D, Inc. – Refer to Note 9 in the Consolidated Financial Statements

As discussed in Note 9, on April 12, 2025, the Company entered into a Master Services Agreement (“MSA”) with Velo3D, Inc. (“VLD”) pursuant to which the Company issued equity instruments with a grant-date fair value of $10.7 million in exchange for future manufacturing services. In August 2025, the Company irrevocably waived its right under the MSA to cancel shares of the Company’s capital stock held by VLD upon expiration or termination of the MSA which made the equity instruments fully vested and non-forfeitable upon amendment. The amendment was accounted for as a Type I Modification under ASC Topic 718 and the Company recognized the grant-date fair value of $10.7 million immediately as a prepaid design and production services asset at the grant-date fair value of the issued equity instruments. As the only term that changed as a result of the amendment was related to vesting, there was no change in the fair value of the equity instruments as a result of the amendment and no incremental fair value was recognized. The MSA also includes a credit provision for unused capacity, which the Company accounted for as an embedded derivative under ASC Topic 815 and records at fair value each reporting period. During the year ended December 31, 2025, the Company recognized a $1.7 million impairment of prepaid design and production services due to underutilization, partially offset by a $0.2 million increase in the fair value of the embedded derivative.

We identified the accounting for the MSA as a critical audit matter due to the significant judgment required by management in (i) determining the appropriate accounting treatment under ASC Topic 718 for equity issued in exchange for services, including the assessment and accounting for the August 2025 modification, (ii) identifying and valuing the embedded derivative under ASC Topic 815, including the determination of key assumptions impacting fair value, and (iii) evaluating the recoverability of the prepaid design and production services asset, including assumptions related to expected utilization of contracted capacity.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

•We obtained an understanding and evaluated the design and implementation of controls over the Company’s accounting for the MSA, including management's review controls over the technical accounting aspects of the transaction.

•We read the underlying agreements and assessed the terms in relation to the relevant accounting principles.

•We tested the completeness and accuracy of management’s analyses over (i) the grant-date fair value measurement of the equity instruments, (ii) the embedded derivative identification and related fair value measurements, (iii) the modification event and related incremental fair value assessment, (iv) the resulting asset recognition, and (v) the subsequent partial impairment by evaluating the analyses against the relevant technical accounting guidance. This included procedures to evaluate the judgments and estimates that are involved.

/s/ Frank, Rimerman + Co. LLP

We have served as the Company’s auditor since 2023.

San Francisco, California

March 31, 2026