momenus-exsxdescriptiono






DESCRIPTION OF SECURITIES  The following description summarizes the most important terms of our capital stock. Because it is only a summary, it  does not contain all of the information that may be important to you, and is qualified by reference to the Second  Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws and the Amended and Restated  Registration Rights Agreement, which are exhibits to the registration statement of which this prospectus is a part. We  urge you to read each of the Second Amended and Restated Certificate of Incorporation, the Amended and Restated  Bylaws and the Amended and Restated Registration Rights Agreement in their entirety for a complete description of  the rights and preferences of our securities.  Authorized and Outstanding Stock  Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, our authorized capital stock  consists of:  •        250,000,000 shares of Class A common stock, $0.00001 par value per share; and  •        20,000,000 shares of undesignated Preferred Stock, $0.00001 par value per share (“Preferred Stock”).  As of December 31, 2021, there were 81,211,781 shares of Class A common stock issued and outstanding outstanding  and no shares of Preferred Stock outstanding.  Common Stock  Voting Power  Holders of Class A common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.  The holders of Class A common stock will generally vote together as a single class on all matters submitted to a vote  of stockholders, unless otherwise required by Delaware law or the Second Amended and Restated Certificate of  Incorporation.  The Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (collectively, the  “Organizational Documents”) reestablished a classified board of directors that is divided into three classes with  staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at  each annual meeting of stockholders, with the directors in the other classes continuing for the remainder of their  respective three-year terms. The Second Amended and Restated Certificate of Incorporation does not provide for  cumulative voting for the election of directors.  Dividend Rights  Subject to preferences that may apply to any shares of Preferred Stock outstanding at the time, the holders of Class A  common stock are entitled to receive dividends out of funds legally available if the board, in its discretion, determines  to issue dividends and then only at the times and in the amounts that the board may determine.  We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends. The  payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements,  the terms of any outstanding indebtedness and general financial condition. The payment of any cash dividends will be  within the discretion of the board at such time. In addition, the board is not currently contemplating and does not  anticipate declaring any stock dividends in the foreseeable future.  No Preemptive or Similar Rights  The holders of our Class A common stock are not entitled to preemptive rights and are not subject to conversion  (except as noted above), redemption or sinking fund provisions.  Right to Receive Liquidation Distributions  





 






If the Company becomes subject to a liquidation, dissolution or winding-up, the assets legally available for distribution  to the stockholders would be distributable ratably among the holders of Class A common stock and any participating  Preferred Stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the  preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of Preferred Stock.  Fully Paid and Non-Assessable  All of the outstanding shares of Class A common stock are fully paid and non-assessable.  Preferred Stock  The board is authorized, subject to limitations prescribed by Delaware law, to issue Preferred Stock in one or more  series, to establish from time to time the number of shares to be included in each series, and to fix the designation,  vesting, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or  restrictions, in each case without further vote or action by the stockholders. The board can also increase or decrease  the number of shares of any series of Preferred Stock, but not below the number of shares of that series then  outstanding, without any further vote or action by the stockholders.  The board may authorize the issuance of Preferred Stock with voting or conversion rights that could adversely affect  the voting power or other rights of the holders of Class A common stock. The issuance of Preferred Stock, while  providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things,  have the effect of delaying, deferring, or preventing a change in control of the Company and may adversely affect the  market price of Class A common stock and the voting and other rights of the holders of Class A common stock. There  are no current plans to issue any shares of Preferred Stock.  Warrants  As of December 31, 2021, there were Public Warrants outstanding to purchase an aggregate of 8,625,000 shares of  Class A common stock and Private Warrants outstanding to purchase an aggregate of 11,272,500 shares of Class A  common stock.  Public Warrants  Each whole Public Warrant entitles the registered holder to purchase one share of Class A common stock at a price of  $11.50 per share, subject to adjustment as discussed below, at any time commencing on August 12, 2021. Pursuant to  the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares of Class A  common stock. This means that only a whole warrant may be exercised at any given time by a warrantholder.  The Public Warrants will expire on August 12, 2026, at 5:00 p.m., Eastern Time, or earlier upon redemption or  liquidation.  Momentus will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public  Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities  Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A common stock underlying the  warrants, is then effective and a prospectus relating thereto is current, subject to Momentus satisfying its obligations  described below with respect to registration. No Public Warrant will be exercisable and Momentus will not be  obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable  upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state  of residence of the registered holder of the Public Warrants. In the event that the conditions in the two immediately  preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled  to exercise such warrant and such warrant may have no value and expire worthless. In no event will Momentus be  required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised  Public Warrants, the purchaser of a unit containing such warrant, if any, will have paid the full purchase price for the  unit solely for the share of Class A common stock underlying such unit.  Momentus has agreed to maintain the effectiveness of a registration statement covering the issuance of the shares of  Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to  those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified in the warrant  





 






agreement. Notwithstanding the foregoing, during any period when Momentus shall have failed to maintain an  effective registration statement, warrant holders may exercise Public Warrants on a cashless basis pursuant to the  exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that  exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a  cashless basis.  Once the Public Warrants become exercisable, Momentus may call the Public Warrants for redemption:  •        in whole and not in part;  •        at a price of $0.01 per warrant;  •        upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become  exercisable (the “30-day redemption period”) to each holder of Public Warrants; and  •        if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share  (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any  20 trading days within a 30-trading day period commencing once the warrants become exercisable and  ending three business days before Momentus sends the notice of redemption to the holders of Public  Warrants.  If and when the Public Warrants become redeemable by Momentus, the Company may not exercise its redemption  right if the issuance of shares of Class A common stock upon exercise of the Public Warrants is not exempt from  registration or qualification under applicable state blue sky laws or Momentus is unable to effect such registration or  qualification.   Momentus has established the last of the redemption criterion discussed above to prevent a redemption call unless  there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are  satisfied and Momentus issues a notice of redemption of the Public Warrants, each holder of Public Warrants will be  entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common  stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,  recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.  If Momentus calls the Public Warrants for redemption as described above, Momentus’ management will have the  option to require any holder that wishes to exercise its Public Warrant to do so on a “cashless basis.” In determining  whether to require all holders to exercise their Public Warrants on a “cashless basis,” Momentus’ management will  consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on  Momentus’ stockholders of issuing the maximum number of shares of Class A common stock issuable upon the  exercise of Momentus’ Public Warrants. If Momentus’ management takes advantage of this option, all holders of  Public Warrants would surrender their Public Warrants for that number of shares of Class A common stock equal to  the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the  Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market  value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale  price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which  the notice of redemption is sent to the holders of Public Warrants. If Momentus’ management takes advantage of this  option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A  common stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case.  Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the  dilutive effect of a Public Warrant redemption. Momentus’ believes this feature is an attractive option if Momentus’  does not need the cash from the exercise of the warrants after the Business Combination. If Momentus calls its warrants  for redemption and Momentus’ management does not take advantage of this option, the Sponsor and its permitted  transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the  same formula described above that holders of Public Warrants would have been required to use had all holders of  Public Warrants been required to exercise their warrants on a cashless basis, as described in more detail below.   A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that  such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such  person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in  





 






excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock  outstanding immediately after giving effect to such exercise.  If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of  Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the  effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable  on exercise of each whole Public Warrant will be increased in proportion to such increase in the outstanding shares of  Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of  Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares  of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in  such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into  or exercisable for Class A common stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A  common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights  offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable  for Class A common stock, there will be taken into account any consideration received for such rights, as well as any  additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average  price of Class A common stock as reported during the ten trading day period ending on the trading day prior to the  first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market,  regular way, without the right to receive such rights.  In addition, if Momentus, at any time while the Public Warrants are outstanding and unexpired, pays a dividend or  makes a distribution in cash, securities or other assets to the holders of Class A common stock on account of such  shares of Class A common stock (or other shares of Momentus’ capital stock into which the warrants are convertible),  other than (a) as described above or (b) certain ordinary cash dividends, then the warrant exercise price will be  decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market  value of any securities or other assets paid on each share of Class A common stock in respect of such event.  If the number of outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse  stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of  such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A  common stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in  outstanding shares of Class A common stock.  Whenever the number of shares of Class A common stock purchasable upon the exercise of the Public Warrants is  adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price  immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A  common stock purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the  denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.  In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those  described above or that solely affects the par value of such shares of Class A common stock), or in the case of any  merger or consolidation of us with or into another corporation (other than a consolidation or merger in which  Momentus’ is the continuing corporation and that does not result in any reclassification or reorganization of  Momentus’ outstanding shares of Class A common stock), or in the case of any sale or conveyance to another  corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection  with which Momentus is dissolved, the holders of the Public Warrants will thereafter have the right to purchase and  receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares of  Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented  thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such  reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that  the holder of the Public Warrants would have received if such holder had exercised their warrants immediately prior  to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a  transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a  national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or  quoted immediately following such event, and if the registered holder of the Public Warrant properly exercises the  warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced  as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the  





 






warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Public Warrants  when an extraordinary transaction occurs during the exercise period of the Public Warrants pursuant to which the  holders of the Public Warrants otherwise do not receive the full potential value of the warrants in order to determine  and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss  of the option value portion of the Public Warrant due to the requirement that the warrant holder exercise the warrant  within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value  where no quoted market price for an instrument is available.  The Public Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer &  Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the Public Warrants may  be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires  the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that  adversely affects the interests of the registered holders of Public Warrants.  The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at  the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and  executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by  certified or official bank check payable to us, for the number of Public Warrants being exercised. The holders of Public  Warrants do not have the rights or privileges of holders of Class A common stock and any voting rights until they  exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common  stock upon exercise of the Public Warrants, each holder will be entitled to one (1) vote for each share held of record  on all matters to be voted on by stockholders.  No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a  holder would be entitled to receive a fractional interest in a share, Momentus will, upon exercise, round down to the  nearest whole number of shares of Class A common stock to be issued to the warrantholder.  Private Warrants  The Private Warrants are not be redeemable by us so long as they are held by the Sponsor or its permitted transferees.  Otherwise, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including  as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than the  Sponsor or its permitted transferees, the Private Warrants will be redeemable by us and exercisable by the holders on  the same basis as the Public Warrants.  If holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by  surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by  dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the  difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market  value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10  trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the  warrant agent.  Anti-Takeover Provisions  Some provisions of Delaware law, the Second Amended and Restated Certificate of Incorporation, and Amended and  Restated Bylaws contain provisions that could make the following transactions more difficult: an acquisition of the  Company by means of a tender offer, an acquisition of the Company by means of a proxy contest or otherwise, or the  removal of incumbent officers and directors. It is possible that these provisions could make it more difficult to  accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in the  Company’s best interests, including transactions that provide for payment of a premium over the market price for the  Company’s shares.   These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover  bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first  negotiate with board. We believe that the benefits of the increased protection of the Company’s potential ability to  negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh  





 






the disadvantages of discouraging these proposals because negotiation of these proposals could result in an  improvement of their terms.  Delaware Law  The Company is subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”)  regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging  in a business combination with an interested stockholder for a period of three years following the date on which the  person became an interested stockholder unless:  •        prior to the date of the transaction, the board of directors of the corporation approved either the business  combination or the transaction which resulted in the stockholder becoming an interested stockholder;  •        the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the  time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but  not the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who  are directors and also officers and (ii) shares owned by employee stock plans in which employee  participants do not have the right to determine confidentially whether shares held subject to the plan will  be tendered in a tender or exchange offer; or  •        at or subsequent to the date of the transaction, the business combination is approved by the board of  directors of the corporation and authorized at an annual or special meeting of stockholders, and not by  written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not  owned by the interested stockholder.  Generally, a “business combination” includes a merger, asset or stock sale, or other transaction or series of transactions  together resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who,  together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder  status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to  have an anti-takeover effect with respect to transactions the board does not approve in advance. We also anticipate  that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of  common stock held by stockholders.  Organizational Documents provisions  Provisions of our Organizational Documents could make it more difficult to acquire the Company by means of a  tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors.   Our charter and our bylaws provide for certain provisions that may have an anti-takeover effect:  •        a classified board of directors whose members serve staggered three-year terms;  •        the authorization of “blank check” preferred stock, which could be issued by the Company’s board of  directors without stockholder approval and may contain voting, liquidation, dividend and other rights  superior to our Class A common stock;  •        a limitation on the ability of, and providing indemnification to, our directors and officers;  •        a requirement that special meetings of our stockholders can be called only by our board of directors acting  by a written resolution by a majority the Company’s directors then in office), the Chairperson of the  Company’s board of directors, the Company’s Chief Executive Officer or our Lead Independent Director;  •        a requirement of advance notice of stockholder proposals for business to be conducted at meetings of the  Company’s stockholders and for nominations of candidates for election to the Company’s board of  directors;  •        a requirement that our directors may be removed only for cause and by a two-thirds (2/3) vote of the  stockholders;  •        a prohibition on stockholder action by written consent;  





 






•        a requirement that vacancies on our board of directors may be filled only by a majority of directors then  in office or by a sole remaining director (subject to limited exceptions), even though less than a quorum;  and  •        a requirement of the approval of the board of directors or the holders of at least two-thirds of our  outstanding shares of capital stock to amend our bylaws and certain provisions of our charter.  Rule 144  Rule 144 under the Securities Act (“Rule 144”) is not available for the resale of securities initially issued by shell  companies (other than business combination related shell companies) or issuers that have been at any time previously  a shell company. However, Rule 144 also includes an important exception to this prohibition if the following  conditions are met:  •        the issuer of the securities that was formerly a shell company has ceased to be a shell company;  •        the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934 (the “Exchange Act”);  •        the issuer of the securities has filed all Exchange Act reports and material required to be filed, as  applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such  reports and materials), other than Form 8-K reports; and  •        at least one year has elapsed from the time that the issuer filed current Form 10-type information with the  SEC reflecting its status as an entity that is not a shell company.   Following the Closing of the Business Combination, we ceased to be a shell company, and so, once the conditions  set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of our securities.  When and if Rule 144 becomes available for the resale of our securities, a person who has beneficially owned restricted  Class A common stock or Warrants of the Company for at least six months would be entitled to sell their securities  provided that (i) such person is not deemed to have been one of the Company’s affiliates at the time of, or at any time  during the three months preceding, a sale and (ii) the Company is subject to the Exchange Act periodic reporting  requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of  the Exchange Act during the 12 months (or such shorter period as the Company was required to file reports) preceding  the sale.  Persons who have beneficially owned restricted Class A common stock or Warrants of the Company for at least six  months but who are affiliates of the Company at the time of, or at any time during the three months preceding, a sale,  would be subject to additional restrictions, by which such person would be entitled to sell within any three- month period only a number of securities that does not exceed the greater of:  •        1% of the total number of shares of the Class A common stock then outstanding; or  •        the average weekly reported trading volume of the Class A common stock during the four calendar weeks  preceding the filing of a notice on Form 144 with respect to the sale.  Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to  the availability of current public information about us.  Limitation of Liability and Indemnification  The Amended and Restated Bylaws provide that the Company will indemnify its directors and officers, and may  indemnify its employees and other agents, to the fullest extent permitted by Delaware law.  Delaware law prohibits the Second Amended and Restated Certificate of Incorporation from limiting the liability of  the Company’s directors for the following:  •        any breach of the director’s duty of loyalty to the Company or to its stockholders;  





 






•        acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;  •        unlawful payment of dividends or unlawful stock repurchases or redemptions; and  •        any transaction from which the director derived an improper personal benefit.  If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a  director, then the liability of the Company’s directors will be eliminated or limited to the fullest extent permitted by  Delaware law, as so amended. The Second Amended and Restated Certificate of Incorporation does not eliminate a  director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non- monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities  under any other laws, such as the federal securities laws or other state or federal laws. Under the Amended and Restated  Bylaws, the Company can purchase insurance on behalf of any person whom it is required or permitted to indemnify.  In addition to the indemnification required in the Organizational Documents, the Company has entered into an  indemnification agreement with each member of the board and each of its officers. These agreements provide for the  indemnification of the Company’s directors and officers for certain expenses and liabilities incurred in connection  with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that  may lead to the foregoing, to which they are a party or other participant, or are threatened to be made a party or other  participant, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of the Company,  by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of  the fact that they were serving at the Company’s request as a director, officer, employee, agent or fiduciary of another  entity. In the case of an action or proceeding by or in the right of the Company, no indemnification will be provided  for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We  believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain  qualified persons as directors and officers.  The limitation of liability and indemnification provisions in the Organizational Documents may discourage  stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the  likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit the  Company and its stockholders. Moreover, a stockholder’s investment may be harmed to the extent the Company pays  the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.  Listing of Securities  Our Class A common stock and Public Warrants are listed on the Nasdaq Global Select Market under the symbols  “MNTS” and “MNTSW,” respectively.  Transfer Agent and Registrar  The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company.