▸ Depending on the circumstances and market conditions, launch insurance may be extremely expensive, and we cannot assure you that we will be able to acquire it on favorable terms, or at all.· · · · ● 1 ▸ If management is unable to implement its mitigation plans or otherwise find sources of additional funding, the Company may not be able to continue as a going concern.· · · · ● 1 ▸ If we cannot raise funds on acceptable terms, or at all, we may not be able to grow our business, respond to competitive pressures or continue our operations.· · · · ● 1 ▸ If we fail to comply with the continued listing requirements of Nasdaq we face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us.· · · · ● 1 ▸ In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 20, 2025, the Company reported a stockholders’ deficit of approximately $0.7 million.· · · · ● 1 ▸ Momentus and its customers and suppliers could be materially impacted by disruptions in U.S. government operations and funding.· · · · ● 1 ▸ Our business is subject to the policies, priorities, regulations, mandates and funding levels of governmental entities and may be negatively or positively impacted by any change thereto.· · · · ● 1 ▸ Our outstanding convertible notes, and a potential additional investment under an existing note facility, may result in significant dilution to our stockholders and could adversely affect the market price of our Class A common stock.· · · · ● 1 ▸ Our outstanding warrants could dilute stockholders, depress our stock price, reduce proceeds available to holders of our Class A common stock in a change of control, and impede a potential acquisition of the Company.· · · · ● 1 ▸ We use software which we have developed in our technology infrastructure, which we seek to continually update and improve. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily· · · · ● 1 ▸ Future sales and issuances of our Class A common stock could cause our stock price to fall.· · · ● ● 2 ▸ The market price of our Class A common stock has been, and may continue to be, volatile, which could reduce the market price of our Class A common stock.· · · ● ● 2 ▸ We need additional capital and any additional capital we seek may not be available in the amount or at the time we need it.· · · ● ● 2 ▸ Our restructurings and associated organizational changes may not adequately reduce our expenses, may lead to additional workforce attrition, and may cause operational disruptions.· · ● ● ● 3 ▸ We are highly dependent on our senior management team and other highly skilled personnel.· · ● ● ● 3 ▸ We may not be able to continue as a going concern.· · ● ● ● 3 rw ▸ We may not be able to convert our customer contracts into revenue.· · ● ● ● 3 ▸ A default under the lease for our corporate headquarters could result in termination of the lease by the landlord if not cured by the Company.· · · ● · 1 ▸ If the Company does not come into compliance with Nasdaq Listing Rule 5550(b) by April 15, 2025, the Company’s common stock will be subject to delisting from Nasdaq.· · · ● · 1 ▸ The publicly traded shares of our Class A common stock have experienced, and may experience in the future, significant price and volume fluctuations. During the 12 months ended March 28, 2025, the market price of our· · · ● · 1 ▸ In the event we pursue protection under Chapters 7 or 11 of the United States Bankruptcy Code, we will be subject to the risks and uncertainties associated with such proceedings.· · ● ● · 2 ▸ We have substantial liquidity needs and may not be able to obtain sufficient liquidity to complete a sale of substantially all of our assets under Section 363 of the United States Bankruptcy Code (or any plan of reorganization or liquidation).· · ● ● · 2 ▸ A recent Delaware Court of Chancery Ruling has created uncertainty regarding the validity of our authorized shares of Common Stock which could impair our ability to complete financing transactions which could in turn impair our operations.· ● · · · 1 ▸ If we are not successful in the petition hearing, the uncertainty with respect to our capitalization could have a material adverse effect on our operations, including, among other things, our ability to complete financing· ● · · · 1 ▸ Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our vehicles and· ● · · · 1 ▸ Sales of a significant number of shares of our Class A common stock in the public markets, or the perception that such sales could occur, could depress the market price of our Class A common stock.· ● · · · 1 ▸ We plan to use the ongoing Vigoride 5 mission, as well as future Vigoride missions, to conduct on-orbit functional proof of principle and performance verification data for the MET — this data will be used to assess the efficacy of· ● · · · 1 ▸ A pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, has disrupted and may continue to adversely affect our business.● ● · · · 2 ▸ Although there have been and will continue to be technological advances in spaceflight, it is still an activity with inherent risk. Explosions and other accidents on launch or during the flight have occurred and will likely occur in the● · · · · 1 ▸ Momentus’ management team has limited experience managing a public company.● ● · · · 2 rw ▸ Our ability to produce our current and future vehicle systems and other components of operation is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers.● ● · · · 2 ▸ Our revenue, results of operations and reputation may be negatively impacted if our satellites fail to meet contractual requirements or our products contain defects or fail to operate in the expected manner.● · · · · 1 ▸ The issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.● · · · · 1 ▸ The markets for in-space infrastructure services have not been established with precision as the commercialization of space is a relatively new development and is rapidly evolving. Our estimates for the total addressable markets for in-● · · · · 1 ▸ We are currently involved in a litigation as well as may become involved in future litigations that may materially adversely affect us● · · · · 1 ▸ We are dependent on third-party launch vehicles to launch our vehicles and customer payloads into space and any delay could have a material adverse impact to our financial condition and results of operations.● ● · · · 2 ▸ We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.● ● · · · 2 ▸ We believe that competitor vehicles that are comparable to our vehicles have started operations in 2021.● · · · · 1 ▸ We do not plan to declare any dividends in the foreseeable future.● ● · · · 2 ▸ We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.● ● · · · 2 ▸ We may not be able to convert our orders in backlog into revenue.● ● · · · 2 ▸ We may not receive all required governmental licenses and approvals.● ● ● ● · 4 rw ▸ We may pursue “moonshot” opportunities which may never come to fruition and instead cause a material adverse effect on our business.● ● · · · 2 ▸ We operate in highly competitive industries and many of our competitors are larger and have substantially greater resources than we have.● ● ● · · 3 ▸ group Risks Related to Ownership of our Class A Common Stock● ● · ● ● 4 rw ▸ We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices.● · ● ● ● 4 ▸ An active trading market for our Class A common stock may never develop or be sustained.● ● ● ● ● 5 rw ▸ Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.● ● ● ● ● 5 ▸ Contracts with the U.S. government subject us to risks including early termination, audits, investigations, sanctions, and penalties.● ● ● ● ● 5 rw ▸ Data breaches or incidents involving our technology could damage our business, reputation and brand and substantially harm our business and results of operations.● ● ● ● ● 5 ▸ Fluctuations in foreign exchange rates or future hedging activities could in the future have a negative impact on our business.● ● ● ● ● 5 ▸ Future sales of shares by Company officers, directors and other insiders may adversely affect the market price of our Class A common stock.● ● ● ● ● 5 ▸ Future sales of shares by existing stockholders may adversely affect the market price of our Class A common stock.● ● ● ● ● 5 rw ▸ If our spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition, and results of operations.● ● ● ● ● 5 rw ▸ If securities and industry analysts do not publish research or reports, or publish inaccurate or unfavorable research or reports, about our business or our market, our stock price and trading volume could decline.● ● ● ● ● 5 rw ▸ If we fail to adequately protect our intellectual property rights or our intellectual property applications for registration fail to become issued or registered, our competitive position could be impaired.● ● ● ● ● 5 ▸ Labor-related matters, including labor disputes, may adversely affect our operations.● ● ● ● ● 5 ▸ Momentus’ ability to use its net operating loss carryforwards and certain other tax attributes may be limited.● ● ● ● ● 5 ▸ Momentus’ limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.● ● ● ● ● 5 ▸ Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts, and political events could disrupt our business and vehicle launch schedules.● ● ● ● ● 5 rw ▸ Our business involves significant risks and uncertainties that may not be covered by insurance.● ● ● ● ● 5 ▸ Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our Class A common stock.● ● ● ● ● 5 rw ▸ Our employees and independent contractors may engage in misconduct or other improper activities, which could have an adverse effect on our business, prospects, financial condition, and operating results.● ● ● ● ● 5 rw ▸ Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.● ● ● ● ● 5 ▸ Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.● ● ● ● ● 5 ▸ Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.● ● ● ● ● 5 ▸ Our satellites, vehicles, and related equipment may have shorter useful lives than we anticipate.● ● ● ● ● 5 rw ▸ Protecting and defending against intellectual property claims may have a material adverse effect on our business.● ● ● ● ● 5 ▸ group Risks Related to the Business and Industry of Momentus● ● ● ● ● 5 ▸ Satellites are subject to manufacturing and launch delays, damage, or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations.● ● ● ● ● 5 rw ▸ The market for spaceflight and in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect.● ● ● ● ● 5 rw ▸ The market price of our Class A common stock and warrants may be volatile, which could cause the value of your investment to decline.● ● ● ● ● 5 ▸ The occurrence and impact of these factors is difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations and/or cash flows.● ● ● ● ● 5 ▸ Unless the context otherwise requires, all references to the “Company,” “we,” “us,” or “our” refer to Momentus and its subsidiaries.● ● ● ● ● 5 rw ▸ We are dependent on the successful development of our satellite and related technology.● ● ● ● ● 5 rw ▸ We expect to face intense competition in satellite production, satellite transport, and related services and other services which we may develop in the space transportation industry.● ● ● ● ● 5 rw ▸ We have incurred significant losses in the past, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.● ● ● ● ● 5 rw ▸ We may experience a total loss of our satellites and Orbital Service Vehicle and our customers’ payloads during the launch into space, and any insurance we have may not be adequate to cover our loss.● ● ● ● ● 5 rw ▸ We may experience warranty claims for failures, schedule delays or other problems with existing or new products.● ● ● ● ● 5 ▸ We may not be successful in developing new technology, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.● ● ● ● ● 5 ▸ We will require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms, or at all.● ● ● ● ● 5 rw 
