Momentus Inc-A 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025 ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from____to ____ Commission file number 001-39128 Momentus Inc. (Exact name of registrant as specified in its charter) Delaware 1762 Automation ParkwaySan Jose, California95131(Address of Principal Executive Offices)(Zip Code) (650) 564-7820Registrant’s telephone number, including area code (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T Table of Contents (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrantincluded in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo The aggregate market value of voting stock held by non-affiliates of the Company on December31, 2025, based on the closing price of$4.87 for shares of our Class A common stock, was approximately$13.2 million. Shares of common stock beneficially owned by eachexecutive officer, director, and holder of more than 10% of our Class A common stock have been excluded in that such persons may bedeemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant had outstanding 5,730,006 shares of Class A common stock as of March27, 2026. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for its 2026 annual stockholders’ meeting are incorporated by reference in Part III of this report. The registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120days after December31, 2025. Auditor Location: San Francisco, CA TABLE OF CONTENTS PagePART IItem 1. Business7Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments38Item 1C. Cybersecurity38Item 2. Properties39Item 3. Legal Proceedings39Item 4. Mine Safety Disclosures39Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40Item 6. [Reserved]41Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7A. Quantitative and Qualitative Disclosures About Market Risk50Item 8. Financial Statements and Supplementary Data51Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure110Item 9A. Controls and Procedures110Item 9B. Other Information111Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections111Part III.Item 10. Directors, Executive Officers and Corporate Governance112Item 11. Executiv