Momentus美股招股说明书(2026-06-18版)

Up to $75,000,000of Common Stock Wehave entered into a Sales Agreement,dated September 19,2025,(the“Sales Agreement”),withA.G.P./Alliance Global Partners (“A.G.P.” or the “Sales Agent”) relating to the sale of shares of our ClassAcommon stock, par value $0.00001 per share (“common stock” or “Common Stock”), offered by this prospectussupplement, having an aggregate offering price of up to $75,000,000 from time to time through or to the Sales Sales of shares of our common stock, if any, under this prospectus supplement will be made in sales deemed to be“at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended(the “Securities Act”). The Sales Agent is not required to sell any specific amount, but will act as sales agent on acommercially reasonable efforts basis consistent with its normal trading and sales practices, on mutually agreed As sales agent, A.G.P. is entitled to compensation at a fixed commission rate equal to 3.0% of the gross proceedsof each sale of shares of our common stock. In connection with the sale of our shares of common stock on ourbehalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MNTS.” OnJune17, 2026, the last reported sale price of our common stock on Nasdaq was $10.06 per share. As of the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $365 million, which is calculated based on 18,737,791 shares of our outstandingcommon stock held by non-affiliates and a price of $19.50 per share, the closing price of our common stock on Investing in our common stock involves a high degree of risk. Before making an investment decision, pleaseread the information under the heading “Risk Factors” beginning on page S-9 of this prospectussupplement and in the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to part of a registration statement on Form S-3 that we have filed with theSecurities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelfregistration process, we may sell any combination of the securities described in our base prospectus included in theshelf registration statement in one or more offerings up to a total aggregate offering price of $200,000,000. The$75,000,000 of shares of common stock that may be offered, issued and sold under this prospectus supplement isincluded in the $200,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf This prospectus supplement relates to the offering of our shares of common stock. Before buying any of our sharesof common stock that we are offering, we urge you to carefully read this prospectus supplement, together with theinformation incorporated by reference as described under the headings “Where You Can Find More Information” This prospectus supplement describes the terms of this offering of our shares of common stock and also adds to andupdates information contained in the documents incorporated by reference into this prospectus supplement. To theextent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in any document incorporated by reference into this prospectus supplement that was filedwith the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in You should rely only on the information contained in or incorporated by reference in this prospectus supplement andin any free writing prospectus that we have authorized for use in connection with this offering. We have not, and theSales Agent has not, authorized anyone to provide you with different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. We are not, and the Sales Agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that theinformation appearing in this prospectus supplement, the documents incorporated by reference in this prospectussupplement, and in any free writing prospectus that we have authorized for use in connection with this offering, isaccurate only as of the date of those respective documents. Our business, financial condition, results of operationsand prospects may have changed since those dates. You should carefully read t