United States securities and exchange commission logo





                              July 9, 2021

       Brian Kabot
       Chief Executive Officer
       Stable Road Acquisition Corp.
       1345 Abbot Kinney Blvd.
       Venice, CA 90291

                                                        Re: Stable Road
Acquisition Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed June 29, 2021
                                                            File No. 333-249787

       Dear Mr. Kabot:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 3 to Form S-4

       Q: How will SRAC   s Sponsor, directors and officers vote?
       Q: What interests do the current officers and directors have in the
Business Combination?, page
       14

   1.                                                   Please expand to
highlight the risk that the Sponsor and its affiliates, including certain of
                                                        SRAC   s officers and
directors, will benefit from the completion of a business combination
                                                        and may be incentivized
to complete an acquisition of a less favorable target company or
                                                        on terms less favorable
to shareholders rather than liquidate. In this regard, we note the
                                                        recent approval of
Amendment No. 3 to the Merger Agreement which includes a reduced
                                                        the enterprise
valuation of Momentus from $1.131 billion to $566.6 million.
 Brian Kabot
FirstName
Stable RoadLastNameBrian    Kabot
              Acquisition Corp.
Comapany
July 9, 2021NameStable Road Acquisition Corp.
July 9,2 2021 Page 2
Page
FirstName LastName
Momentus Inc., page 25

2.       We note your statement that Momentus plans to offer in-space
infrastructure services by
         building transfer and service vehicles that will carry satellites and
hosted payloads
         between orbits in space    using an innovative water-based propulsion
system (microwave
         electrothermal).    Please expand this section to disclose the current
status or stage of
         development of the water-based propulsion system, and the steps needed
in order for
         Momentus to realize its business model of offering in-space
infrastructure services to
         customers.
National Security Agreement, page 26

3.       In regards to the National Security Agreement, we note the following:
             The Security Director will not be able to be removed without the
approval of the
              CFIUS Monitoring Agencies.
             The Security Director will be endowed with unilateral authority to
remove and
              replace Momentus directors and officers, approve new Momentus
directors, and
              review, approve and terminate certain contracts and relationships
related to access to
              technology and protected technical information.
             The charter and bylaws will not be able to be amended in regards
to these
              arrangements without approval of the CFIUS Monitoring Agencies.
             The Security Director will have a fiduciary duty to each of the
U.S. government and
              the combined company and its shareholders.
         Please provide us with your legal analysis as to how these
arrangements are permissible
         under Delaware law, in particular Section 141 of the Delaware General
Corporation Law.
         To the extent that there is uncertainty regarding their
permissibility, please add risk factor
         disclosure addressing the relevant risks. In addition, provide the
form of the charter and
         bylaws reflecting these provisions.
Co-Founder Divestment, page 26

4.       Disclose, if true, that you expect to pay an aggregate of $50 million
to Mr. Kokorich,
         Nortrone Finance S.A. and Brainyspace LLC upon the completion of the
Business
         Combination. Please also disclose here that the $50 million payment
will come from
         proceeds of the PIPE Investment and the SRAC Trust Account that will
be released to you
         upon the closing of the Business Combination, and therefore will
reduce the proceeds that
         will available to you to fund your operations and capital
expenditures.
Risks Related to the Business Combination and SRAC, page 40

5.       Disclose here, and in the Risk Factors section, the material risks to
unaffiliated investors
         presented by taking the company public through a merger rather than an
underwritten
         offering. These risks could include the absence of due diligence
conducted by an
         underwriter that would be subject to liability for any material
misstatements or omissions
         in a registration statement.
 Brian Kabot
FirstName
Stable RoadLastNameBrian    Kabot
              Acquisition Corp.
Comapany
July 9, 2021NameStable Road Acquisition Corp.
July 9,3 2021 Page 3
Page
FirstName LastName
We have not yet delivered customer satellites into orbit using any of our
transfer and service
vehicles..., page 42

6.       We note your statement that    the objective of the inaugural mission
involving the
         Vigoride system is to successfully deploy satellites and perform
certain maneuvers.
         Please expand to disclose whether you intend to demonstrate or test
the commercial
         viability of your products or services during the inaugural mission.
Discuss the role this
         inaugural mission will play in your business model of offering
commercial launch
         services.
We are dependent on third-party launch vehicles to launch our vehicles..., page
46

7.       We note your disclosure that SpaceX delayed the December 2020 launch
of Transporter-1,
         a Falcon 9 launch, on which your inaugural vehicle was intended to
fly. Revise to discuss
         your current relationship and the current nature of your joint efforts
with SpaceX.
We may be unable to manage our future growth effectively..., page 46

8.       Please discuss the delays in building out Momentus    second
manufacturing building due
         to a lack of funds. Expand to disclose the status of this second
manufacturing building,
         and the extent to which your future operations and financial results
are dependent on this
         second manufacturing building or other initiatives that require
additional funding.
We are subject to various requirements and restrictions under the NSA..., page
50

9.       We note the reference to a full time Security Officer who will be
responsible for
         overseeing compliance with the NSA. Please expand to disclose the
difference between
         the Security Officer and the Security Director.
The Security Director required by the NSA..., page 51

10.      Please revise to address the risks associated with the Security
Director   s fiduciary duty to
         both the U.S. government and the combined company and its
shareholders, including the
         potential for conflicts in the exercise of these duties. In addition,
the description of the
         Security Director   s authority is not consistent with the disclosure
elsewhere in the filing.
         In this regard, we note that the description does not indicate that
the Security Director has
         the power to unilaterally remove other directors and that the
description indicates that the
         Security Director has the authority to remove employees other than
officers. Please revise
         to ensure that the description of the Security Director   s authority
is consistent throughout
         the document.
We have a minimum cash requirement. This requirement may..., page 70

11.      We note that Momentus' obligation to consummate the business
combination is
         conditioned in part on SRAC having at least $250 million in available
cash to effectuate
         the merger. Given the pro forma combined financial information
assuming maximum
 Brian Kabot
FirstName
Stable RoadLastNameBrian    Kabot
              Acquisition Corp.
Comapany
July 9, 2021NameStable Road Acquisition Corp.
July 9,4 2021 Page 4
Page
FirstName LastName
         redemption as of March 31, 2021 reflects a balance in cash and cash
equivalents below
         this threshold, please discuss how this condition is assumed to have
been met herein and
         throughout the filing where the maximum redemption is given pro forma
effect.
Comparative Share Information, page 92

12.      Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing a range of redemption scenarios, including minimum, maximum
and interim
         redemption levels. In response to this comment and the following two
comments, provide
         similar information in the risk factors titled    There is no
guarantee that a stockholder   s
         decision whether to redeem its shares for a pro rata portion of the
Trust Account will put
         the stockholder in a better future economic position    and     Our
public stockholders will
         experience dilution
13.      Disclose all possible sources and extent of dilution that shareholders
who elect not to
         redeem their shares may experience in connection with the business
combination. Provide
         disclosure of the impact of each significant source of dilution,
including the amount of
         equity held by founders, convertible securities, including the SAFE
notes, at each of the
         redemption levels detailed in your sensitivity analysis, including any
needed assumptions.
14.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions up to certain thresholds. Disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Background to the Business Combination, page 119

15.      We note the disclosure that    During the period between the execution
of the
         Confidentiality Agreement and the execution of the Merger Agreement on
October 7,
         2020, SRAC and its advisors conducted extensive due diligence with
respect to
         Momentus    financial model, customer base and customer contracts,
total addressable
         market, industry in which Momentus operates, companies comparable to
Momentus
         Please expand to disclose the extent to which this due diligence also
encompassed a
         review of Momentus    technology, including its water plasma
propulsion technology, upon
         which your business model and future financial results appear to be
reliant.
SRAC's Board of Directors' Reasons for the Approval of the Third Amendment,
page 131

16.      We note that in approving the Third Amendment, one of the material
factors the board
         considered was the reduced valuation of Momentus which will result in
SRAC   s
         stockholders owning a    significantly    greater percentage of the
Combined Company.
         Please provide disclosure comparing SRAC   s stockholders
percentage of ownership of
         the Combined Company before and after the reduced valuation of
Momentus pursuant to
         the Third Amendment.
 Brian Kabot
FirstName
Stable RoadLastNameBrian    Kabot
              Acquisition Corp.
Comapany
July 9, 2021NameStable Road Acquisition Corp.
July 9,5 2021 Page 5
Page
FirstName LastName
17.      Please disclose the extent to which the SRAC board, in approving the
Third Amendment,
         considered Mr. Kokorich   s resignation and the technical knowledge
and abilities of the
         remaining members of Momentus. In this regard, we note the statements
in prior filings
         of this Form S-4 that    Momentus is highly dependent on Mikhail
Kokorich, its co-founder
         and chief executive officer. Mr. Kokorich invented the majority of
Momentus
         inventions    The loss of Mr. Kokorich would adversely affect Momentus
   business
         because his loss could make it more difficult to, among other things,
compete with other
         market participants and retain existing customers or cultivate new
ones.
Revised Forecasted Financial Information for Momentus, page 140

18.      We note that the management of Momentus provided internally prepared
forecasted
         financial projections to SRAC, and the SRAC board of directors
considered these
         projections for each calendar year through 2027. Given that Momentus
has earned limited
         revenues to date, please expand to provide a basis for the
projections. For example,
         discuss the current state of development of Momentus    critical
technologies and the
         additional steps and funding needed to    fully develop, test and
validate [Momentus   ]
         technology in space, including its water plasma propulsion technology.
   As another
         example, discuss if true that these projections assume that your
Ardoride and Fervoride
         vehicles will enter commercial service by 2024 and 2026, that you will
achieve reusability
         in the 2025-2026 timeframe, and/or that you expect to begin providing
Satellite as a
         Service starting in 2023 on Vigoride vehicles and in 2025 on Ardoride
vehicles. Discuss
         the contingencies and obstacles to achieving these underlying
assumptions and their
         impact on your forecasted financial projections.
19.      In light of recent challenges, provide disclosure describing the risk
that the expectations of
         future growth may be unrealistic or uncertain, given the assumptions
as to future events,
         and may have resulted in inflated valuation conclusions.
Proposal No. 2 - The Charter Amendment Proposal, page 153

20.      We note the summary of the differences between the existing charter
and the proposed
         charter. Please expand to disclose how the NSA and the Security
Director will affect the
         provisions summarized herein. For example, with respect to the
Required Vote to
         Remove Directors,    we note that removal of the Security Director
would also require the
         approval of the CFIUS Monitoring Agencies. We also note that Security
Director has the
         authority to remove and replace Momentus officers and directors, and
to approve all new
         Momentus directors. As another example, with respect to the
Required Vote to Amend
         the Charter    and the    Required Vote to Amend the Bylaws,    we
note that so long as there
         shall be a Security Director on the Combined Company board, the
provisions of the
         proposed charter that shall be in effect as long as there shall be a
Security Director on the
         Combined Company board, and Section 2.2 (Election; Resignation;
Removal; Vacancies)
         of the proposed bylaws and the proposed charter shall not be amended
except with the
         approval of the CFIUS Monitoring Agencies.
 Brian Kabot
Stable Road Acquisition Corp.
July 9, 2021
Page 6
21.   For any matters subject to the provisions of the NSA, please disclose how
you will inform
      shareholders at the time of the shareholder vote of the conditions
imposed by the NSA and
      revise to discuss how such conditions may affect the results of any
shareholder approval.
Legal Proceedings, page 205

22.   Please provide the information required by Item 103 of Regulation S-K
with respect to the
      potential enforcement action by the Division of Enforcement of the SEC.
Provide similar
      disclosure with respect to Stable Road   s legal proceedings on page 227.
Management After the Business Combination, page 236

23.   We note your disclosure that Dawn Harms, Momentus    Interim Chief
Executive Officer
      will become the Chief Revenue Officer of the Combined Company upon
consummation
      of the merger. Please revise to provide disclosure about the Chief
Executive Officer of
      the Combined Company.
Exhibits

24.   Please file the National Security Agreement as an exhibit, or tell us why
it is not required.
25.   We note your response to comment 13 of our November 25, 2020 letter
regarding your
      agreement with SpaceX. To better understand why you are not substantially
dependent on
      SpaceX, please provide additional information regarding the other
partners referenced in
      your response and in your amended S-4. If any of these are non-US
entities, discuss how
      the restrictions under the NSA or any other applicable import and export
control laws and
      regulations will allow you to partner with these entities. Tell us which
of these entities
      have made launches to date, and discuss their ability to provide launch
services to meet
      your current business goals and the timeframes discussed in this filing.
To the extent
      these entities are not able to meet your current business goals and
timeframes, provide
      further analysis as to why you are not substantially dependent on SpaceX.
       You may contact Melissa Gilmore at 202-551-3777 or Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jay Ingram at 202-551-3397 with any other questions.



                                                             Sincerely,
FirstName LastNameBrian Kabot
                                                             Division of
Corporation Finance
Comapany NameStable Road Acquisition Corp.
                                                             Office of
Manufacturing
July 9, 2021 Page 6
cc:       Douglas Gessner
FirstName LastName