0001104659-22-022361.txt : 20220214 0001104659-22-022361.hdr.sgml : 20220214 20220214135323 ACCESSION NUMBER: 0001104659-22-022361 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: G1 EXECUTION SERVICES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Momentus Inc. CENTRAL INDEX KEY: 0001781162 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 841905538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91204 FILM NUMBER: 22629134 BUSINESS ADDRESS: STREET 1: 1345 ABBOT KINNEY BLVD. CITY: VENICE BEACH STATE: CA ZIP: 90291 BUSINESS PHONE: 2137936507 MAIL ADDRESS: STREET 1: 1345 ABBOT KINNEY BLVD. CITY: VENICE BEACH STATE: CA ZIP: 90291 FORMER COMPANY: FORMER CONFORMED NAME: Stable Road Acquisition Corp. DATE OF NAME CHANGE: 20190628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA SECURITIES, LLC CENTRAL INDEX KEY: 0001446580 IRS NUMBER: 232754552 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE, SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-617-2600 MAIL ADDRESS: STREET 1: 401 CITY AVENUE, SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: SUSQUEHANNA SECURITIES DATE OF NAME CHANGE: 20130709 FORMER COMPANY: FORMER CONFORMED NAME: Susquehanna Securities DATE OF NAME CHANGE: 20080930 SC 13G/A 1 tm225754d10_sc13ga.htm SC 13G/A

CUSIP No: 60879E101

 

 

 

  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

 

(Amendment No. 1)*

 

Momentus Inc. (f/k/a Stable Road Acquisition Corp.)

(Name of Issuer)

 

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

60879E101

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No: 60879E101

 

(1) Names of Reporting Persons
G1 Execution Services, LLC
 
(2)  Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
 
(3) SEC Use Only
 
(4) Citizenship or Place of Organization
Illinois
   

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5) Sole Voting Power
2,308 (1)
 
(6) Shared Voting Power
1,317,438 (1)
 
(7) Sole Dispositive Power
2,308 (1)
 
(8) Shared Dispositive Power
1,317,438 (1)
 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,317,438 (1)
 
(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
(11) Percent of Class Represented by Amount in Row (9)
1.6%
 
(12) Type of Reporting Person (See Instructions)
BD, OO

 

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

 

 

 

CUSIP No: 60879E101

 

(1) Names of Reporting Persons
Susquehanna Securities, LLC
 
(2)  Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
 
(3) SEC Use Only
 
(4) Citizenship or Place of Organization
Delaware
   

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5) Sole Voting Power
1,315,130 (1)
 
(6) Shared Voting Power
1,317,438 (1)
 
(7) Sole Dispositive Power
1,315,130 (1)
 
(8) Shared Dispositive Power
1,317,438 (1)
 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,317,438 (1)
 
(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
(11) Percent of Class Represented by Amount in Row (9)
1.6%
 
(12) Type of Reporting Person (See Instructions)
BD, OO

 

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

 

 

 

CUSIP No: 60879E101

 

Item 1.
  (a)

Name of Issuer

 

Momentus Inc. (f/k/a Stable Road Acquisition Corp.) (the “Company”)

  (b)

Address of Issuer’s Principal Executive Offices

 

3901 N. First Street, San Jose, California 95134

 
Item 2(a).  

Name of Person Filing

 

This statement is filed by the entity listed below (referred to herein as the “Reporting Person”) with respect to the shares of Class A Common Stock, $0.00001 par value per share, of the Company (the “Shares”).

 

 (i)    G1 Execution Services, LLC

(ii)    Susquehanna Securities, LLC

     
Item 2(b).  

Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of G1 Execution Services, LLC is:

 

175 W. Jackson Blvd.

Suite 1700

Chicago, IL 60604

 

The address of the principal business office of Susquehanna Securities, LLC is:

 

401 E. City Avenue

Suite 220

Bala Cynwyd, PA 19004

 

     
Item 2(c).  

Citizenship

 

Citizenship is set forth in Row 4 of the cover page for the Reporting Person and is incorporated herein by reference.

     
Item 2(d).  

Title of Class of Securities

 

Class A Common Stock, $0.00001 par value per share

     
Item 2(e)  

CUSIP Number

 

60879E101

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  (a) x Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

 

CUSIP No: 60879E101

 

  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with rule 13d–1(b)(1)(ii)(K).
       
      If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                                         

 

Item 4. Ownership
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

 

The number of Shares reported as beneficially owned by Susquehanna Securities includes (i) options to buy 835,600 Shares, and (ii) 59,167 Shares issuable upon the exercise of warrants to purchase Shares. The number of Shares reported as beneficially owned by G1 Execution Services, LLC includes 1,797 Shares issuable upon the exercise of warrants to purchase Shares.

 

The Company’s Quarterly Report on Form 10-Q filed on November 10, 2021 indicates that there were 80,580,232 Shares outstanding as of September 30, 2021.

 
Item 5. Ownership of Five Percent or Less of a Class
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
Not applicable.
 
Item 8. Identification and Classification of Members of the Group
   
Not applicable.
 
Item 9. Notice of Dissolution of Group
   
Not applicable.

 

 

 

 

CUSIP No: 60879E101

 

Item 10. Certification
   
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

 

Dated: February 11, 2022

 

G1 EXECUTION SERVICES, LLC     SUSQUEHANNA SECURITIES, LLC
     
By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
Name: Brian Sopinsky   Name: Brian Sopinsky
Title: Secretary   Title: Secretary

 

 

 

 

CUSIP No: 60879E101

 

EXHIBIT INDEX

 

EXHIBIT   DESCRIPTION
I   Joint Filing Agreement

 

 

 

 

CUSIP No: 60879E101

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock of Momentus Inc., $0.00001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of February 11, 2022

 

G1 EXECUTION SERVICES, LLC     SUSQUEHANNA SECURITIES, LLC
     
By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
Name: Brian Sopinsky   Name: Brian Sopinsky
Title: Secretary   Title: Secretary