SEC Form SC 13D/A filed by Momentus Inc. (Amendment)

CUSIP No.  60879E 101

SCHEDULE 13D

CUSIP No.  60879E 101

SCHEDULE 13D

CUSIP No.  60879E 101

SCHEDULE 13D

CUSIP No.  60879E 101

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Prime Movers Lab GP II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☒
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
		Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					33,343(4)
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					33,343(4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		33,343(4)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		1.7%
14	TYPE OF REPORTING PERSON (See Instructions)
		OO

     

5

Includes (i) 9,466 shares held by Prime Movers Growth Fund I LP (“PM Growth”) and (ii) a warrant to purchase 20,000 shares that is exercisable within 60 days of September 18, 2023. Prime Movers Growth GP I LLC (“PM Growth GP”), is the general partner of PM Growth. Dakin Sloss is the manager of PM Growth GP and may be deemed to have or share beneficial ownership of the shares held by PM Growth.

     

6

Includes (i) 122,672 shares held by Prime Movers Lab Fund I LP (“PML”), (ii) 48,626 shares held of record by Momentus PML SPV 1 LP (“PML SPV 1”), (iii) 9,580 shares held of record by Momentus PML SPV 2 LP (“PML SPV 2”), (iv) 23,763 shares held of record by Momentus PML SPV3 LP (“PML SPV 3”), (v) 9,466 shares held by Prime Movers Growth Fund I LP (“PM Growth”), and (vi) a warrant to purchase 20,000 shares that is exercisable within 60 days of September 18, 2023. Prime Movers Lab GP I LLC (“PML GP”) is the general partner of PML and PML SPV 1. Prime Movers Lab GP II LLC (“PML GP II”) is the general partner of PML SPV 2 and PML SPV 3. Prime Movers Growth GP I LLC (“PM Growth GP”) is the general partner of PM Growth. Dakin Sloss is the manager of PML GP, PML GP II and PM Growth GP and may be deemed to have or share beneficial ownership of the shares held by PML, PML SPV 1, PML SPV 2, PML SPV 3 and PM Growth.

EXPLANATORY NOTE

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)(1)

 

The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.00001 per share, of Momentus Inc., a Delaware corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Dated: September 18, 2023