SecProbe.io

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 Momentus Inc.
 3901 N. First Street
 San Jose, California

 October 2, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing

 Attn:
 Eranga Dias
 Asia Timmons-Pierce

 Re:
 Momentus Inc.
 Registration Statement on Form S-1
 Submitted September 15, 2025
 File No. 333-290243
 CIK No. 0001781162

 Dear Mr. Dias and Ms. Timmons-Pierce:

 By your letter dated September 29, 2025 (the “ SEC Letter ”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “ Staff ”) provided comments to the Registration
 Statement on Form S-1 (the “ S-1 ”), originally filed with the Staff on September 15, 2025, by Momentus Inc. (the “ Company ”).  This letter sets forth the Company’s response with respect to the comments contained in the SEC Letter.

 For your convenience, we have set forth below the Staff’s comments in bold typeface followed by the Company’s response thereto.

 Registration Statement on Form S-1 filed September 15, 2025

 General

 1.

 Please provide your analysis regarding why the Initial Conversion Shares and Subsequent Conversion Shares are eligible to be registered at this time.  Refer to Securities Act Sections Compliance and Disclosure
 Interpretation 139.11 for guidance.

 Response:

 In response to the Staff’s comment, we note that Question 139.11 of the Securities Act Sections Compliance and Disclosure Interpretations (the “ Securities Act CDIs ”) provides that “a company will be permitted to
 register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at
 market risk at the time of filing of the resale registration statement.  The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the
 time of effectiveness of the resale registration statement or at any subsequent date.  When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible
 security, not to the underlying common stock.  There can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied.  For example, closing conditions in capital formation transactions relating
 to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions.  The closing of the private placement of the unissued securities must occur within a short time
 after the effectiveness of the resale registration statement.”

 Mr. Eranga Dias and Ms. Asia Timmons-Pierce
 Securities and Exchange Commission
 October 2, 2025

 The following is the Company’s analysis that there was a completed private placement of the secured convertible promissory notes underlying the Initial Conversion Shares and the Subsequent Conversion Shares prior to
 the Company’s attempt to register the resale thereof, in accordance with the Staff’s guidance in Question 139.11 of the Securities Act CDIs:

 1.

 On September 8, 2025, before the S-1 was filed, the Selling Stockholder and the Company executed a Note Amendment Agreement that provided for the following:

 (i)

 the amendment and restatement of a secured convertible promissory note originally issued on July 12, 2024 (the “ Initial Convertible Note ”);

 (ii)

 the amendment and restatement of a subsequent secured convertible promissory note originally issued on October 24, 2024 (the “ Subsequent Convertible Note ” and, together with the Initial Convertible Note, the “ Convertible Notes ”);

 (iii)

 the amendment of outstanding warrants to purchase approximately 463,223 shares of the Company’s Class A common stock, par value $0.00001 (the “ Common Stock ”) issued on November 14, 2024 and December 9, 2024 (the “ Initial Warrants ”);

 and

 (iv)

 the issuance of additional warrants, on September 8, 2025, to purchase up to 2,000,000 shares of the Company’s Common Stock accompanying certain amendments to the Convertible Notes (the “ Additional Warrants ” and, together with the
 Convertible Notes and the Initial Warrants, the “ Securities ”).

 2.

 Therefore, the Securities had been issued to the Selling Stockholder in a completed private placement in reliance upon the Section 4(2) exemption from registration under the Securities Act of 1933, as amended (the “ Securities Act ”),
 prior to the filing of the S-1.

 3.

 The purchase price for each of the Securities was established prior to the filing of the S-1.

 4.

 Such purchase prices for the Securities were not contingent on the market price of the Company’s securities at the time of effectiveness of the S-1 or at any subsequent date, and therefore the Selling Stockholder was subject to market risk
 at the time of the filing of the S-1.

 5.

 Under Question 139.11 of the Securities Act CDIs, when a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security (here, the
 Securities), not to the underlying common stock.

 Based upon the foregoing, the Company believes the requirements of Question 139.11 of the Securities Act CDIs have been satisfied to allow the S-1 to be filed for the resale of the shares of Common Stock registered
 thereunder by the Selling Stockholder.

 Mr. Eranga Dias and Ms. Asia Timmons-Pierce
 Securities and Exchange Commission
 October 2, 2025

 If you have any further requirements, please contact the undersigned at (650) 564-7820 or jon.layman@momentus.space.

 Sincerely,

 /s/ Jon Layman

 Jon Layman

 Chief Legal Officer and Corporate Secretary, Momentus Inc.

 cc:

 Stephen C. Hinton, Bradley Arant Boult Cummings LLP

September 29, 2025
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed September 15, 2025
File No. 333-290243
Dear John Rood:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 15, 2025
General
1.Please provide your analysis regarding why the Initial Conversion Shares and
Subsequent Conversion Shares are eligible to be registered at this time. Refer to
Securities Act Sections Compliance and Disclosure Interpretation 139.11 for
guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

September 29, 2025
Page 2
statement.
            Please contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 Momentus Inc.
 3901 N. First Street
 San Jose, California 95124
 (650) 564-7820

 September 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Bradley Ecker

 Re:

 Momentus Inc.

 Registration Statement on Form S-3
 File No. 333-290425

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: Tuesday, September 30, 2025
 Requested Time: 4:00 p.m., Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration
 Statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Tuesday, September 30, 2025, or as soon thereafter as is practicable.

 Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 252-3583, if you have any questions or concerns regarding this matter. Thank you in advance for
 your assistance.

 Sincerely,

 MOMENTUS INC.

 By: /s/ Lon Ensler

 Name: Lon Ensler

 Title: Chief Financial Officer

 cc:            Stephen Hinton, Bradley Arant Boult Cummings LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, California 95134

 Re: Momentus Inc.
 Registration Statement on Form S-3
 Filed on September 22, 2025
 File No. 333-290425
Dear John Rood:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 Momentus Inc.
 3901 N. First Street
 San Jose, California 95124
 (650) 564-7820

 July 7, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Kristin Baldwin

 Re:

 Momentus Inc.

 Registration Statement on Form S-1
 File No. 333-287942

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: Wednesday, July 9, 2025
 Requested Time: 10:00 a.m., Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration Statement referred to
 above be accelerated so that it will become effective at 10:00 a.m., Eastern Time, on Wednesday, July 9, 2025, or as soon thereafter as is practicable.

 Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for your assistance.

 Sincerely,

 MOMENTUS INC.

 By:

 /s/ Lon Ensler

 Name: Lon Ensler

 Title: Interim Chief Financial Officer

 cc:   Stephen Hinton, Bradley Arant Boult Cummings LLP

CORRESP
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 A.G.P./Alliance Global Partners
 590 Madison Avenue, 28th Floor
 New York, New York 10022

 June 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Momentus Inc.

 Registration Statement on Form S-1

 Registration No. 333-288123

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”), A.G.P./Alliance Global Partners, as Sole Placement Agent, hereby joins Momentus Inc. (the “ Company ”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (Registration No. 333-288123) (the “ Registration Statement ”), to become effective as of 10:00 a.m., Eastern Time, on Monday, June 30, 2025, or as soon thereafter as is practicable, or at such other time as the Company or
 its outside counsel, Bradley Arant Boult Cummings LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, the undersigned advises that copies of the
 Preliminary Prospectus are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the
 Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:

 /s/ Thomas J. Higgins

 Name:

 Thomas J. Higgins

 Title:

 Managing Director

CORRESP
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 Momentus Inc.
 3901 N. First Street
 San Jose, California 95124
 (650) 564-7820

 June 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Kristin Baldwin

 Re:

 Momentus Inc.

 Registration Statement on Form S-1

 File No. 333-287712

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: Friday, June 27, 2025

 Requested Time: 4:30 p.m., Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration
 Statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Friday, June 27, 2025, or as soon thereafter as is practicable.

 Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for
 your assistance.

 Sincerely,

 MOMENTUS INC.

 By:

 /s/ Lon Ensler

 Name: Lon Ensler

 Title: Interim Chief Financial Officer

 cc:

 Stephen Hinton, Bradley Arant Boult Cummings LLP

CORRESP
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 Momentus Inc.
 3901 N. First Street
 San Jose, California 95124
 (650) 564-7820

 June 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Kristin Baldwin

 Re:

 Momentus Inc.

 Registration Statement on Form S-1

 File No. 333-288123

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: Monday, June 30, 2025

 Requested Time: 10:00 a.m., Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration
 Statement referred to above be accelerated so that it will become effective at 10:00 a.m., Eastern Time, on Monday, June 30, 2025, or as soon thereafter as is practicable.

 Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for
 your assistance.

 Sincerely,

 MOMENTUS INC.

 By:

 /s/ Lon Ensler

 Name: Lon Ensler

 Title: Interim Chief Financial Officer

 cc:

 Stephen Hinton, Bradley Arant Boult Cummings LLP

CORRESP
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 Momentus Inc.
 3901 N. First Street
 San Jose, California

 June 17, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing

 Attn:

 Bradley Ecker
 Jennifer Angelini

 Re:

 Momentus Inc.
 Registration Statement on Form S-1
 Submitted June 2, 2025
 File No. 333-287712
 CIK No. 0001781162

 Dear Mr. Ecker and Ms. Angelini:

 By your letter dated June 6, 2025 (the “ SEC Letter ”), the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) provided comments
 to the Registration Statement on Form S-1 (the “ S-1 ”), originally filed with the Commission on June 2, 2025, by Momentus Inc. (the “ Company ”).

 Previously on June 10, 2025, the Company submitted a response to the SEC Letter to the Staff. Subsequent to submission of its response letter, a representative of the Company had a conference call with the Staff on
 June 11, 2025. Based on this conference call with the Staff, the Company is providing this letter to supplement its June 10, 2025 response.

 Concurrently with the submission of this letter, the Company is also submitting to the Commission an Amendment No. 1 to the S-1 (“ Amendment No. 1 ”).   Capitalized terms used
 but not otherwise defined herein have the meanings set forth in Amendment No. 1.

 Amendment to Loan Agreement . On June 17, 2025, the Company and the Lender entered into an Amendment to the Loan Agreement, a copy of which is filed as Exhibit 10.38 to Amendment No. 1, in
 order to, among other things, revise the Loan Agreement to obligate the Selling Stockholder to purchase the Additional Convertible Note conditioned only upon the effectiveness of the S-1 and other conditions outside of the control of the Selling
 Stockholder. A description of the conditions to the Selling Stockholder’s obligations to purchase the Additional Convertible Note pursuant to the Loan Agreement as amended by the Amendment has been added to pages 6 and 7 of Amendment No. 1.

 Mr. Bradley Ecker and Ms. Jennifer Angelini
 Securities and Exchange Commission
 June 17, 2025

 The relevant provisions of the Amendment are as follows

 (a)

 The Amendment replaces the definition of “Additional Funding Date” in the Loan Agreement with the following revised definition:

 ““ Additional Funding Date ” shall mean the date of funding of the Additional Loan by the Lender and the Company’s issuance of the Additional Note, which funding shall be within three (3)
 Business Days following the Company’s Resale Registration Statement having been declared effective by the SEC and registering for resale all of the Registrable Securities (as defined in the Registration Rights Agreement), but excluding the maximum
 number of Additional Make Whole Shares referred to and calculated in accordance with clause (iii) below, and the  Maximum Conversion Shares (as defined in such Registration Rights Agreement), and subject to (a) the Company’s maintaining its listing
 on Nasdaq, and (b) as of the date of funding of the Additional Loan (i) the closing trading price with respect to the Company’s Common Stock as reported by the Trading Market on the trading day immediately prior to the date of Funding of the
 Additional Loan shall be not less than $1.25 per share, (ii) the market capitalization of the Company’s Common Stock shall be not less than $6,700,000, and (iii) the trading volume of the Company’s Common Stock as reported by the Trading Market for
 the trading day immediately preceding the Additional Funding Date and the average trading volume for the ten trading days immediately prior to the Additional Funding Date shall be not less than 50,000 shares of Common Stock.”

 (b)

 The Amendment also replaces Section 2.04(a) of the Loan Agreement with the following:

 “Section 2.04 Additional Funding Date .

 (a)          On the Additional Funding Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents to be executed and delivered by the parties hereto
 and thereto, and further subject only to the Company meeting the minimum per share price, market capitalization and trading volume requirements with respect to the  Common Stock that are set forth and specified in the definition of Additional Funding
 Date, the Lender shall make the Additional Loan of $750,000 less the Holdback Amount with respect to the Additional Note, and the Company hereby agrees to issue to the Lender the Additional Note in $1,012,500 Original Principal Amount and the Lender
 hereby agrees to accept from the Company the Additional Note.”

 1.

 Registration of Default Conversion Shares . Amendment No. 1 removes from the S-1 the registration of the resale of 2,144,116 additional shares of Common Stock that the Company was previously required to register pursuant to a
 registration rights agreement between the Company and the Selling Stockholder. The Amendment to the Loan Agreement amends the registration rights agreement to provide the Company seven days after an event of default under the Convertible
 Notes, or, in the event of a failure to make certain required cash payments, within three business days, to register the resale of any such shares that may be issuable to the Selling Stockholder, assuming that the Selling Stockholder desires
 registration of the resale at such time.

 If you have any further requirements, please contact the undersigned at (650) 564-7820 or jon.layman@momentus.space.

 Sincerely,

 /s/ Jon Layman

 Jon Layman

 Chief Legal Officer and Corporate Secretary, Momentus Inc.

 cc: Stephen C. Hinton, Bradley Arant Boult Cummings LLP

June 16, 2025
John C. Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed June 11, 2025
File No. 333-287942
Dear John C. Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Stephen C. Hinton

CORRESP
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 Momentus Inc.
 3901 N. First Street
 San Jose, California

 June 10, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing

 Attn:

 Bradley Ecker

 Jennifer Angelini

 Re:

 Momentus Inc.

 Registration Statement on Form S-1

 Submitted June 2, 2025

 File No. 333-287712

 CIK No. 0001781162

 Dear Mr. Ecker and Ms. Angelini:

 By your letter dated June 6, 2025 (the “ SEC Letter ”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “ Staff ”) provided comments to the Registration
 Statement on Form S-1 (the “ S-1 ”), originally filed with the Staff on June 2, 2025, by Momentus Inc. (the “ Company ”). This letter sets forth the Company’s response with respect to the comments contained in the SEC Letter.

 For your convenience, we have set forth below the Staff’s comments in bold typeface followed by the Company’s response thereto.

 Registration Statement on Form S-1 filed June 2, 2025

 General

 1.

 We note that you are seeking to register up to 4,288,232 shares of Common Stock that have not yet been issued to the Selling Stockholder. Please provide your analysis showing how you determined that there was a
 completed private placement prior to your attempt to register the resale of these shares. In your analysis, please consider the Commission’s guidance set forth in Questions 134.01 and 139.11 of the Securities Act Sections Compliance and
 Disclosure Interpretations. Your response should separately address each of the shares identified in subparagraphs (i)-(iv) on the prospectus cover.

 Response:

 In response to the Staff’s comment, we note that Question 134.01 of the Securities Act Sections Compliance and Disclosure Interpretations (the “ Securities Act CDIs ”) provides that a “resale registration
 statement may be filed if securities are privately placed, with the closing of the private placement contingent on filing or effectiveness of a resale registration statement. At the time of filing the registration statement, the purchasers in the
 private placement must be irrevocably bound to purchase the securities subject only to the filing or effectiveness of the registration statement or other conditions outside their control, and the purchase price must be established at the time of the
 private placement. The purchase price cannot be contingent on the market price at the time of effectiveness of the registration statement.”

 Similarly, we note that Question 139.11 provides that “a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities
 (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set
 number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. When a company attempts to register for resale
 shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock. There can be no conditions to closing that are within an investor’s control or that an
 investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on the company are
 unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

 Mr. Bradley Ecker and Ms. Jennifer Angelini
 Securities and Exchange Commission
 June 10, 2025

 The following is the Company’s analysis that there was a completed private placement prior to the Company’s attempt to register the resale of each of the shares identified in subparagraphs (i)-(iv) on the prospectus cover of the S-1 in accordance
 with the Staff’s guidance in Questions 134.01 and 139.11 of the Securities Act CDIs:

 1.

 Before the S-1 was filed, the Selling Stockholder and the Company executed a loan agreement (the “ Loan Agreement ”).

 2.

 The Loan Agreement provides for the issuance of each of the following securities to the Selling Stockholder in a private placement in reliance upon the Section 4(2) exemption from registration under the
 Securities Act of 1933, as amended (the “ Securities Act ”):

 (i)

 an initial junior secured convertible note having an original principal amount of $1,012,500 (the “ Initial Convertible Note ”);

 (ii)

 a warrant to purchase up to 476,470 shares of the Company’s Common Stock accompanying the Initial Convertible Note (the “ Initial Warrant ”);

 (iii)

 an additional junior secured convertible note having an original principal amount of $1,012,500 (the “ Additional Convertible Note ”); and

 (iv)

 a warrant to purchase up to 476,470 shares of the Company’s Common Stock accompanying the Additional Convertible Note (the “ Additional Warrant ”).

 3.

 The Loan Agreement that was executed prior to the filing of the S-1 established the purchase price for each of the Initial Convertible Note, the Initial Warrant, the Additional Convertible Note and the
 Additional Warrant.

 4.

 Such purchase prices are not contingent on the market price of the Company’s securities at the time of effectiveness of the S-1 or at any subsequent date, and therefore the Selling Stockholder was subject to
 market risk at the time of the filing of the S-1.

 5.

 With respect to each of the shares identified in subparagraphs (i)-(iv) on the prospectus cover of the S-1:

 (i)

 Initial Convertible Note : The 595,588 shares of Common Stock described in subparagraph (i) on the prospectus cover of the S-1 are issuable upon conversion of the Initial Convertible Note, which the
 Selling Stockholder was irrevocably bound to purchase under the Loan Agreement within three business days of the filing of the S-1, subject only to conditions outside the Selling Stockholder’s control. The Initial Convertible Note was
 subsequently issued to the Selling Stockholder by the Company on June 3, 2025, within three business days of the filing of the S-1.

 Mr. Bradley Ecker and Ms. Jennifer Angelini
 Securities and Exchange Commission
 June 10, 2025

 (ii)

 Additional Convertible Note : The 595,588 shares of Common Stock described in subparagraph (ii) on the prospectus cover of the S-1 are issuable upon conversion of the Additional Convertible Note. The
 Company acknowledges that the obligation of the Selling Stockholder to purchase the Additional Convertible Note under the Loan Agreement, while contingent upon the effectiveness of the S-1, was also contingent upon the Company’s Common
 Stock meeting certain trading price, market capitalization and trading volume requirements that are “reasonably acceptable” to the Selling Stockholder ( see the definition of “Additional Funding Date”
 in the Loan Agreement attached as Exhibit 10.33 to the S-1 ). Because such condition is within the control of the Selling Stockholder, the Company proposes to enter into an amendment to the Loan
 Agreement with the Selling Stockholder prior to the effectiveness of the S-1 to remove the discretion of the Selling Stockholder to determine whether such conditions are “reasonably acceptable.” Instead, the amendment to the Loan Agreement
 will replace the discretionary conditions with conditions outside the Selling Stockholder’s control, as reflected in the following definition which would replace the current definition of “Additional Funding Date” in the Loan Agreement,
 with the blanks filled in to include numerical minimums (marked to show changes):

 “ Additional Funding Date ” shall mean the date of funding of the Additional Loan by the Lender and the Company’s issuance of the Additional Note, which funding shall (a) be three (3)
 Business Days following the Company’s Resale Registration Statement having been declared effective by the SEC and registering for resale 200% of the Registrable Securities (as defined in the Registration Rights Agreement), and (b) following

 receipt of a funding request by the Company subject to the Company’s maintaining its listing on Nasdaq , and meeting certain (c) as of the date of funding of the Additional Loan (i) the trading price , market
 capitalization and trading volume requirements that are reasonably acceptable to the Lender with respect to the Lender’s ability to resell the Registrable Securities; it being understood that the Lender intends to fund such Additional Loan,
 subject to the Company meeting the foregoing requirements. Company’s Common Stock shall be not less than $____ per share, (ii) the market capitalization of the Company’s Common Stock shall be not less than $_______, and (iii) the trading
 volume of the Company’s Common Stock as reported by the Trading Market for the trading day immediately preceding the Additional Funding Date  shall be not less than ______ shares of Common Stock.”

 With the amendment to the definition of “Additional Funding Date”, the Selling Stockholder would be irrevocably bound to purchase the Additional Convertible Note under the Loan Agreement within three
 business days of the filing of the S-1 subject only to conditions outside the Selling Stockholder’s control, in accordance with the Staff’s guidance in Questions 134.01 and 139.11 of the Securities Act CDIs.

 (iii)

 Warrants : The 952,940 shares of Common Stock issuable upon exercise of certain warrants described in subparagraph (iii) on the prospectus cover of the S-1 consist of (a) up to 476,470 shares of the
 Company’s Common Stock issuable upon exercise of the Initial Warrant and (b) up to 476,470 shares of the Company’s Common Stock issuable upon exercise of the Additional Warrant.

 Mr. Bradley Ecker and Ms. Jennifer Angelini
 Securities and Exchange Commission
 June 10, 2025

 (a)

 Initial Warrant : As was the case with the Initial Convertible Note, the Selling Stockholder was irrevocably bound to purchase the Initial Warrant under the Loan Agreement in conjunction with the
 purchase of the Initial Convertible Note within three business days of the filing of the S-1, subject only to conditions outside the Selling Stockholder’s control. The Initial Warrant was subsequently issued to the Selling Stockholder by
 the Company on June 3, 2025, within three business days of the filing of the S-1.

 (b)

 Additional Warrant : The purchase of the Additional Warrant by the Selling Stockholder will occur in connection with the purchase of the Additional Convertible Note. As noted in paragraph 3.(ii) above,
 the Company and the Selling Stockholder have proposed an amendment to the Loan Agreement to be entered into prior to effectiveness of the S-1 that would remove the discretion of the Selling Stockholder with respect to conditions to purchase
 the Additional Warrant, and replace such conditions with conditions outside the Selling Stockholder’s control. With the amendment, the Selling Stockholder will be irrevocably bound to purchase the Additional Warrant under the Loan Agreement
 within three business days of the filing of the S-1 subject only to conditions outside the Selling Stockholder’s control, in accordance with the Staff’s guidance in Questions 134.01 and 139.11 of the Securities Act CDIs.

 (iv)

 Default Conversion Shares : The 2,144,116 shares of Common Stock described in subparagraph (iv) on the prospectus cover of the S-1 (the “ Default Conversion Shares ”) represents a good-faith
 estimate of the number of shares the Company may issue following an event of default on the Convertible Notes, as contemplated by Question 139.10 of the Securities Act CDIs.

 The Loan Agreement provides for an 80% discount to the conversion price applicable to the Convertible Notes upon an event of default. The actual number of additional shares that might be issued based
 upon this lower default conversion price is not currently known because it would depend on the remaining balances on the respective Convertible Notes at the time of the event of default. For example, over 4.4 million shares of Common Stock would be
 issued upon conversion of the full principal amount of the Convertible Notes at the default conversion price.

 In Question 139.10 of the Securities Act CDIs, the Staff provided that while a company cannot use Rule 416 to register an indeterminate number of shares resulting from the operation of a floating
 conversion rate because it is not “similar” to an anti-dilution provision, the Staff permitted the company to make a “good-faith estimate of the maximum number of shares that it may issue on conversion to determine the number of shares to register
 for resale.”

 With respect to the Default Conversion Shares described in the S-1, Momentus is not currently able to determine the exact number of shares that may be issued upon conversion of the Convertible Notes
 following an event of default because Momentus does not know whether or when an event of default may occur. The Company believes the 2,144,116 Default Conversion Shares represent a reasonable estimate of such additional shares, and notes that it
 represents less than 50% of the maximum number of shares that may be issued under the Convertible Notes upon an event of default.

 Based upon the foregoing, the Company believes the requirements of Questions 134.01 and 139.11 of the Securities Act CDIs have been satisfied to allow the S-1 to be filed for the resale of the shares of Common Stock
 registered thereunder by the Selling Stockholder.

 Mr. Bradley Ecker and Ms. Jennifer Angelini
 Securities and Exchange Commission
 June 10, 2025

 If you have any further requirements, please contact the undersigned at (650) 564-7820 or jon.layman@momentus.space.

 Sincerely,

 /s/ Jon Layman

 Jon Layman

 Chief Legal Officer and Corporate Secretary, Momentus Inc.

 cc: Stephen C. Hinton, Bradley Arant Boult Cummings LLP

June 6, 2025
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed June 2, 2025
File No. 333-287712
Dear John Rood:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that you are seeking to register up to 4,288,232 shares of Common Stock that
have not yet been issued to the Selling Stockholder. Please provide your analysis
showing how you determined that there was a completed private placement prior to
your attempt to register the resale of these shares. In your analysis, please consider the
Commission's guidance set forth in Questions 134.01 and 139.11 of the Securities Act
Sections Compliance and Disclosure Interpretations. Your response should separately
address each of the shares identified in subparagraphs (i)-(iv) on the prospectus
cover.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence

June 6, 2025
Page 2
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

May 22, 2025
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Draft Registration Statement on Form S-1
Submitted May 15, 2025
CIK No. 0001781162
Dear John Rood:
            We have conducted a limited review of your draft registration statement and have the
following comment(s).
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 filed May 15, 2025
General
1.We note your disclosure that the warrants and pre-funded warrants may be exercised
on a cashless basis, in which case the holder is entitled to receive the net number of
shares determined according to the formula set forth in the respective instrument.
Please revise to disclose the formula(s) governing cashless exercise and clearly state
whether the shares issued in a cashless exercise will be greater or less than the shares
issued in a cash exercise.
We note disclosure that you are awaiting Nasdaq’s confirmation of your compliance
with the Equity Rule and that, if you do not evidence compliance at the time of filing
of your next periodic financial statements, you may again be subject to delisting.
Please update to disclosure the current status of these matters, including whether your
financial statements filed with the Form 10-Q on May 15, 2025, evidence compliance 2.

May 22, 2025
Page 2
with the Equity Rule. Additionally revise the related risk factor to disclose whether
this offering could cause your common stock price to fall below the minimum bid
price, which could result in your shares being delisted from Nasdaq.
3.Please update disclosure regarding stockholder approval of the issuance of shares
underlying convertible securities in light of the voting results reported in your Form 8-
K filed on May 20, 2025. For instance, and without limitation, we note risk factor
disclosure on page 14 that discusses conversion of your Series A Convertible
Preferred Stock subject to stockholder approval. Include additional risk factor
disclosure regarding the cumulative dilutive effects of all your convertible securities
and future reverse stock splits, as appropriate.
Risk Factors, page 9
4.We note your risk factor disclosure on page 12 concerning the potential for substantial
dilution from this offering. Please revise to additionally disclose the maximum
number of shares that may be issuable upon exercise of the warrants being offered.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            We also remind you that your registration statement must be on file at least two
business days prior to the requested effective date and time. Refer to Rules 460 and 461
regarding requests for acceleration. Please allow adequate time for us to review any
amendment prior to the requested effective date of the registration statement.
            Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 Momentus Inc.
 3901 N. First Street
 San Jose, California 95124
 (650) 564-7820

 April 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Kristin Baldwin

 Re:

 Momentus Inc.

 Registration Statement on Form S-1
 File No. 333-286661

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: Wednesday, April 30, 2025

 Requested Time: 9:00 a.m., Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration
 Statement referred to above be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Wednesday, April 30, 2025, or as soon thereafter as is practicable.

 Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for
 your assistance.

 Sincerely,

 MOMENTUS INC.

 By:

 /s/ Lon Ensler

 Name: Lon Ensler

 Title: Interim Chief Financial Officer

 cc:            Stephen Hinton, Bradley Arant Boult Cummings LLP

April 24, 2025
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed April 22, 2025
File No. 333-286661
Dear John Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kristin Baldwin at 202-551-7172 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

        Momentus Inc.

      3901 N. First Street

      San Jose, California 95124

      (650) 564-7820

      February 6, 2025

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C. 20549

    Attention: Eranga Dias

            Re:

            Momentus Inc.

            Registration Statement on Form S-1

            File No. 333-284393

            REQUEST FOR ACCELERATION OF EFFECTIVENESS

            Requested Date: Monday, February 10, 2025

            Requested Time: 9:00 a.m., Eastern Time

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration
      Statement referred to above be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Monday, February 10, 2025, or as soon thereafter as is practicable.

    Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for
      your assistance.

            Sincerely,

            MOMENTUS INC.

            By:

            /s/ Lon Ensler

            Name: Lon Ensler

            Title: Interim Chief Financial Officer

    cc:          Stephen Hinton, Bradley Arant Boult Cummings LLP

CORRESP
1
filename1.htm

    A.G.P. / Alliance Global Partners

    590 Madison Ave., 28th Floor

    New York, NY 10022

    February 6, 2025

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Momentus Inc.

            Registration Statement on Form S-1

            File No: 333-284393

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
      as amended (the “Securities Act”), A.G.P/Alliance Global Partners, as Lead Placement Agent, hereby joins the request of Momentus Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at
      9:00 a.m. Eastern Time on Monday, February 10, 2025, or as soon thereafter as practicable.

    Pursuant to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each agent or dealer, who is reasonably anticipated to
      participate in the distribution of the securities in this offering, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8
      promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            A.G.P / Alliance Global Partners

            By:

            /s/ Thomas J. Higgins

            Name:

             Thomas J. Higgins

            Title:

            Managing Director

January 27, 2025
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed January 21, 2025
File No. 333-284393
Dear John Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

      Momentus Inc.

      3901 N. First Street

      San Jose, California 95124

      (650) 564-7820

      December 31, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, NE

    Washington, D.C. 20549

    Attention: Eranga Dias

          Re:

            Momentus Inc.

    Registration Statement on Form S-1

    Filed on December 11, 2024

    File No. 333-283727

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration Statement referred to
      above, as amended by that certain Amendment No. 1 to Registration Statement on Form S-1, filed by the Company on December 26, 2024, be accelerated so that it will be declared effective at 10:00 a.m., Eastern Time, on Thursday, January 2, 2025, or as
      soon thereafter as is practicable.

    Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for your assistance.

            Sincerely,

            MOMENTUS INC.

            By:

            /s/ Paul Ney

            Name: Paul Ney

            Title: Chief Legal Officer and Corporate Secretary

            cc:

              Stephen Hinton, Bradley Arant Boult Cummings LLP

CORRESP
1
filename1.htm

      Momentus Inc.

      3901 N. First Street

      San Jose, California 95124

      (650) 564-7820

      December 16, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, NE

    Washington, D.C. 20549

    Attention: Arangas Dias

          Re:

            Momentus Inc.

              Registration Statement on Form S-1

              Filed on December 2, 2024

              File No. 333-283539

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date for the Registration Statement referred to
      above, as amended by that certain Amendment No. 1 to Registration Statement on Form S-1, filed by the Company on December 10, 2024, be accelerated so that it will be declared effective at 9:30 a.m., Eastern Time, on Tuesday, December 17, 2024, or as
      soon thereafter as is practicable.

    Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any questions or concerns regarding this matter. Thank you in advance for your assistance.

            Sincerely,

              MOMENTUS INC.

            By:

            /s/ Paul Ney

            Name:

            Paul Ney

            Title:

            Chief Legal Officer and Corporate Secretary

    cc: Stephen Hinton, Bradley Arant Boult Cummings LLP

December 16, 2024
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed December 11, 2024
File No. 333-283727
Dear John Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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      A.G.P. / Alliance Global Partners

      590 Madison Ave., 28th Floor

      New York, NY 10022

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

              Re:

              Momentus Inc.

              Registration Statement on Form S-1

              File No: 333-283539

      Ladies and Gentlemen:

      Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of
        1933, as amended (the “Securities Act”), A.G.P/Alliance Global Partners, as Lead Placement Agent, hereby joins the request of Momentus Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective
        at 9:30 a.m. Eastern Time on Tuesday, December 17, 2024, or as soon thereafter as practicable.

      Pursuant to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each agent or dealer, who is reasonably anticipated to
        participate in the distribution of the securities in this offering, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

      The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8
        promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

              Very truly yours,

              A.G.P / Alliance Global Partners

              By:

              /s/ Thomas J. Higgins

              Name:

              Thomas J. Higgins

              Title:

              Managing Director

December 4, 2024
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed on December 2, 2024
File No. 333-283539
Dear John Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

      Momentus Inc.

      3901 N. First Street

      San Jose, California 95124

      (650) 564-7820

      November 1, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, NE

    Washington, D.C. 20549

    Attention: Sarah Sidwell

    Re:
      Momentus Inc.

    Registration Statement on Form S-1

    Filed on October 18, 2024

    File No. 333-282724

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, Momentus Inc., a Delaware corporation (the “Company”),
      respectfully requests that the effective date for the Registration Statement referred to above, as amended by that certain Amendment No. 1 to Registration Statement on Form S-1, filed by the Company on November 1, 2024, be accelerated so that it will
      be declared effective at 9:00 a.m., Eastern Time, on Tuesday, November 5, 2024, or as soon thereafter as is practicable.

    Please contact Stephen Hinton of Bradley Arant Boult Cummings LLP, the Company’s legal counsel, at (615) 244-2582, if you have any
      questions or concerns regarding this matter. Thank you in advance for your assistance.

            Sincerely,

            MOMENTUS INC.

            By:

            /s/ Paul Ney

            Name: Paul Ney

            Title: Chief Legal Officer and Corporate Secretary

    cc:
      Stephen Hinton, Bradley Arant Boult Cummings LLP

October 23, 2024
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-1
Filed on October 18, 2024
File No. 333-282724
Dear John Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Stephen Hinton

September 17, 2024
John C. Rood
Chief Executive Officer
Momentus Inc.
3901 N. First St.
San Jose, CA 95143
Re:Momentus Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39128
Dear John C. Rood:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Momentus Inc.

     3901 N. First Street

    San Jose, California

    September 4, 2024

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

          Attn:

            Andrew Blume

    Kevin Woody

          Re:

            Momentus Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    File No. 001-39128

    Dear Mr. Blume and Mr. Woody:

    By your letter dated August 20, 2024 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”)
      provided comments to the Annual Report on Form 10-K, as amended (the “10-K”), originally filed with the Staff on June 6, 2024, by Momentus Inc. (the “Company”). This letter sets forth the Company’s response with respect to the comments contained in
      the SEC Letter.

    For your convenience, we have set forth below the Staff’s comments in bold typeface followed by the Company’s response thereto.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Item 9A. Controls and Procedures, page 98

          1.

            Please amend your filing to clearly and separately disclose your conclusions regarding the effectiveness of your disclosure controls and procedures and internal
              control over financial reporting as of December 31, 2023. See Items 307 and 308 of Regulation S-K.

    Response:

    The Company acknowledges the Staff’s comment and will file an amendment to the 10-K to revise Item 9.A to separately disclose its conclusions regarding the effectiveness
      of its disclosure controls and procedures and internal control over financial reporting as of December 31, 2023.

    If you have any further requirements, please contact the undersigned at (669) 293-1444 or paul.ney@momentusspace.com.

            Sincerely,

            /s/ Paul Ney

            Paul Ney

            Chief Legal Officer and Corporate Secretary, Momentus Inc.

              cc:

              Stephen C. Hinton, Bradley Arant Boult Cummings LLP

August 20, 2024
John C. Rood
Chief Executive Officer
Momentus Inc.
3901 N. First St.
San Jose, CA 95143
Re:Momentus Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39128
Dear John C. Rood:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 98
1.Please amend your filing to clearly and separately disclose your conclusions regarding the
effectiveness of your disclosure controls and procedures and internal control over
financial reporting as of December 31, 2023. See Items 307 and 308 of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

August 20, 2024
Page 2
            Please contact Andrew Blume at 202-551-3254 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 7, 2022
Jikun Kim
Chief Financial Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement on Form S-3
Filed September 1, 2022
File No. 333-267230
Dear Mr. Kim:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John Titus

CORRESP
1
filename1.htm

    Momentus Inc.

    3901 N. First Street

    San Jose, CA 95134

    September 7, 2022

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Gregory Herbers

            Re:

            Momentus Inc.

            Registration Statement on Form S-3 (File No. 333-267230)

            Filed September 1, 2022

            Request for Acceleration of Effective Date

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Momentus Inc. (the “Company”) hereby respectfully requests that the effective date of the
      above-referenced Registration Statement on Form S-3 be accelerated so that the same will become effective on September 12, 2022, at 4:30 PM, Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company
      acknowledges that it is aware of its responsibilities under the Act.

    The Company hereby authorizes John W. Titus of Bradley Arant Boult Cummings LLP, counsel to the Company, to orally modify or withdraw this
      request for acceleration.

    The Company requests that it be notified of such effectiveness by a telephone call to John W. Titus of Bradley Arant Boult Cummings LLP at
      (615) 252-2341.

    If you have any questions regarding this request, please contact John W. Titus of Bradley Arant Boult Cummings LLP at (615) 252-2341.

            Very truly yours,

            MOMENTUS INC.

            /s/ Jikun Kim

            Name: Jikun Kim

            Title: Chief Financial Officer

    cc: John W. Titus, Bradley Arant Boult Cummings LLP

CORRESP
1
filename1.htm

Momentus
Inc.

3901
N. First Street

San
Jose, CA 95134

September
13, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Geoff
    Kruczek

    Re:
    Momentus
    Inc.

    Registration Statement on Form S-1 (File No. 333-259281)

    Filed
    September 3, 2021

    Request for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Momentus Inc. (the “Company”)
hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that
the same will become effective on September 14, 2021, at 4:30 PM, Eastern Time, or as soon thereafter as practicable. In making this
acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

The
Company hereby authorizes Daniel S. Kim of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw
this request for acceleration.

The
Company requests that it be notified of such effectiveness by a telephone call to Daniel S. Kim of Orrick, Herrington & Sutcliffe
LLP at (310) 633-2803.

If
you have any questions regarding this request, please contact Daniel S. Kim of Orrick, Herrington & Sutcliffe LLP at (310) 633-2803.

    Very truly yours,

    MOMENTUS INC.

    By:
    /s/ John C. Rood

    Name: John C. Rood

    Title: Chief Executive Officer

    cc:
    Daniel S. Kim, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
September 10, 2021
John Rood
Chief Executive Officer
Momentus Inc.
3901 N. First Street
San Jose, CA 95134
Re:Momentus Inc.
Registration Statement of Form S-1
Filed September 3, 2021
File No. 333-259281
Dear Mr. Rood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel S. Kim

CORRESP
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Stable Road Acquisition Corp.

1345 Abbot Kinney Road

Venice, California 90291

July 22, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jay Ingram

    Melissa Gilmore

Mark Rakip

 Re: Stable Road Acquisition Corp.

Registration Statement on Form S-4

File No. 333-249787

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Stable Road Acquisition Corp. (the “Company”) hereby requests
acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on Thursday, July 22, 2021,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request
by telephone that such Registration Statement be declared effective.

Please
contact our counsel Bradley C. Reed, P.C. at (312) 862-7351 or Kevin M. Frank at (312) 862-3373 of Kirkland & Ellis LLP, as soon
as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

  Sincerely,

  /s/
Brian Kabot

Brian Kabot

CORRESP
1
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Stable Road Acquisition Corp.

1345 Abbot Kinney Road

Venice, California 90291

July 21, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jay Ingram

    Melissa Gilmore

Mark Rakip

    Re:
    Stable Road Acquisition Corp.

Amendment No. 5 to Registration Statement on Form
S-4

Originally filed November 2, 2020

File No. 333-249787

Ladies and Gentlemen:

This letter sets forth responses
of Stable Road Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission set forth in your letter, dated July 20, 2021, with respect to the above
referenced Registration Statement on Form S-4 (File No. 333-249787) (the “Registration Statement”).

The text of the Staff’s
comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers
in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments
immediately below each numbered comment.

In addition, the Company has revised
the Registration Statement in response to the Staff’s comments and the Company is concurrently filing Amendment No. 6 to the Registration
Statement (the “Amendment”) with this letter, which reflects these revisions and updates certain other information. Page numbers
in the text of the Company’s responses correspond to page numbers in the Amendment.

Securities and Exchange Commission

July 21, 2021

Page 2

Amendment No. 5 to Form S-4

General

1. Comment: We note
your disclosure about the Settlement Agreement. Please revise to provide additional detail about the facts involved in the Settlement
Agreement and discussed in the SEC’s Order in Administrative Proceeding 3-20393, including disclosure that addresses the specific
misrepresentations of material fact and misleading omissions about Momentus’s technology and the U.S. Government’s national
security concerns.

Response: In response
to the Staff’s comment, the Company has added a new section titled “Legal Proceedings - SEC Settlement” with
a detailed description of the facts presented in the Settlement Agreement and the SEC’s Order. The Company also respectfully notes
that it also attached a copy of the SEC’s Order as an Annex to the proxy statement/consent solicitation statement/prospectus.

Consolidated Financial Statements

Stable Road Acquisition Corp.

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 10. Subsequent Events, page F-21

2. Comment: We note
your subsequent events footnotes on page F-21 and F-46. Please tell us the date through which subsequent events have been evaluated for
the interim financial statement period ended March 31, 2021 and the annual financial statements ended as of December 31, 2020. Please
also tell us whether you consider the inclusion of these financial statements in the Form S-4 as a reissuance of financial statements
under ASC 855-10-25-4.

Response: In response to the
Staff’s comment, the Company has added disclosure to the subsequent event footnotes to the Company’s financial statements
for the three months ended March 31, 2021 beginning on page F-20 and for the twelve months ended December 31, 2020 beginning on page F-46.
Such disclosure includes a summary of the Company’s settlement with the SEC and a recent complaint filed by a purported stockholder
of the Company.  In addition, the Company advises the Staff that the Company does not consider the subsequent event disclosure to
be a reissuance of the financial statements based on PCAOB guidance under AU Section 530, paragraph 8.

* * * *

Securities and Exchange
Commission

July 21, 2021

Page 3

We
hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing,
please feel free to contact our counsel Bradley C. Reed, P.C. (312) 862-7351 or Kevin M. Frank at (312) 862-3373 of Kirkland & Ellis
LLP.

    Sincerely,

    /s/ Brian Kabot

    Brian Kabot

United States securities and exchange commission logo
July 20, 2021
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, CA 90291
Re:Stable Road Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed July 16, 2021
File No. 333-249787
Dear Mr. Kabot:
            We have reviewed your 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. 5 to Form S-4
General
1.We note your disclosure about the Settlement Agreement.  Please revise to provide
additional detail about the facts involved in the Settlement Agreement and discussed in the
SEC’s Order in Administrative Proceeding 3-20393, including disclosure that addresses
the specific misrepresentations of material fact and misleading omissions about
Momentus’s technology and the U.S. Government’s national security concerns.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 20, 2021 Page 2
 FirstName LastName
Brian Kabot
Stable Road Acquisition Corp.
July 20, 2021
Page 2
Consolidated Financial Statements
Stable Road Acquisition Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 10. Subsequent Events, page F-21
2.We note your subsequent events footnotes on page F-21 and F-46.  Please tell us the date
through which subsequent events have been evaluated for the interim financial statement
period ended March 31, 2021 and the annual financial statements ended as of December
31, 2020.  Please also tell us whether you consider the inclusion of these financial
statements in the Form S-4 as a reissuance of financial statements under ASC 855-10-25-
4.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Gilmore, Staff Accountant, at 202-551-3777 or Mark Rakip,
Accounting Branch Chief, at 202-551-3573 if you have questions regarding comments on the
financial statements and related matters.  Please contact Jay Ingram, Legal Branch Chief, at 202-
551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Douglas Gessner

CORRESP
1
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Stable Road Acquisition Corp.

1345 Abbot Kinney Road

Venice, California 90291

July 16, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jay Ingram

    Melissa Gilmore

Mark Rakip

    Re:
    Stable Road Acquisition Corp.

Amendment No. 4 to Registration Statement on Form
S-4

Originally filed November 2, 2020

File No. 333-249787

Ladies and Gentlemen:

This letter sets forth responses
of Stable Road Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission set forth in your letter, dated July 13, 2021, with respect to the above
referenced Registration Statement on Form S-4 (File No. 333-249787) (the “Registration Statement”).

The text of the Staff’s
comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers
in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments
immediately below each numbered comment.

In addition, the Company has revised
the Registration Statement in response to the Staff’s comments and the Company is concurrently filing Amendment No. 5 to the Registration
Statement (the “Amendment”) with this letter, which reflects these revisions and updates certain other information. Page numbers
in the text of the Company’s responses correspond to page numbers in the Amendment.

Securities and Exchange Commission

July 16, 2021

Page 2

Form S-4/A filed July 12, 2021

National Security Agreement, page 28

1. Comment: Refer to the
fourth point in your response to comment 3. Please provide examples to illustrate the instances where conflicts could arise. Please ensure
that your revised disclosure makes clear what duties arise out of the NSA for all directors as compared to only the Security Director.

Response: In
response to the Staff’s comment, the Company has added disclosure to the Risk Factors section of the Amendment. The
Company also respectfully notes that the NSA does not impose any fiduciary duties on any other directors other than the Security
Director.

Exhibits

2. Comment: We note your
response to comment 24. Please file the National Security Agreement as an exhibit. Refer to Items 601(b)(4) and (b)(10). If there are
provisions of the agreement that you believe should remain confidential, please follow our procedures for the filing of a Confidential
Treatment Application or the rules and procedures for filing redacted exhibits.

Response: The Company
acknowledges the Staff’s comment and has filed the National Security Agreement as Exhibit 10.17 to the Amendment.

* * * *

Securities and Exchange Commission

July 16, 2021

Page 3

We hope that the foregoing has
been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact
our counsel Bradley C. Reed, P.C. (312) 862-7351 or Kevin M. Frank at (312) 862-3373 of Kirkland & Ellis LLP.

    Sincerely,

    /s/ Brian Kabot

    Brian Kabot

United States securities and exchange commission logo
July 13, 2021
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, CA 90291
Re:Stable Road Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed July 12, 2021
File No. 333-249787
Dear Mr. Kabot:
            We have reviewed your 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.
Form S-4/A filed July 12, 2021
National Security Agreement, page 28
1.Refer to the fourth point in your response to comment 3.  Please provide examples to
illustrate the instances where conflicts could arise.  Please ensure that your revised
disclosure makes clear what duties arise out of the NSA for all directors as compared to
only the Security Director.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 13, 2021 Page 2
 FirstName LastName
Brian Kabot
Stable Road Acquisition Corp.
July 13, 2021
Page 2
Exhibits
2.We note your response to comment 24.  Please file the National Security Agreement as an
exhibit. Refer to Items 601(b)(4) and (b)(10).  If there are provisions of the agreement that
you believe should remain confidential, please follow our procedures for the filing of a
Confidential Treatment Application or the rules and procedures for filing redacted
exhibits.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Douglas Gessner

CORRESP
1
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Stable
Road Acquisition Corp.

1345
Abbot Kinney Road

Venice,
California 90291

July 12, 2021

Via EDGAR
Submission

United States
Securities and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
D.C. 20549

    Attention:
    Jay
    Ingram

    Melissa
    Gilmore

Mark
Rakip

 Re: Stable
                                            Road Acquisition Corp.

Amendment
No. 3 to Registration Statement on Form S-4

Originally
filed November 2, 2020

File
No. 333-249787

Ladies and
Gentlemen:

This
letter sets forth responses of Stable Road Acquisition Corp. (the “Company”) to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter, dated July 9, 2021,
with respect to the above referenced Registration Statement on Form S-4 (File No. 333-249787) (the “Registration Statement”).

The
text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each
of the numbered comments immediately below each numbered comment.

In
addition, the Company has revised the Registration Statement in response to the Staff’s comments and the Company is concurrently
filing Amendment No. 4 to the Registration Statement (the “Amendment”) with this letter, which reflects these revisions and
updates certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Amendment.

    Securities and Exchange Commission

July 12, 2021

Page 2

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. Comment:
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.

Response: In response
to the Staff’s comment, the Company has added disclosure to pages 14, 15, 16 and 146 of the Amendment to further explain that the
Sponsor and SRAC’s directors and officers may have different (and potentially conflicting) interests in completing the Business
Combination than the public stockholders and may be incentivized to complete the Business Combination rather than liquidate.

Momentus
Inc., page 25

2. Comment: 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.

Response: In response
to the Staff’s comment, the Company has added disclosure to pages 26, 27, 44, 49 and 150 and 197 of the Amendment to disclose the
current status of development of the water-based propulsion system and the steps needed to realize on Momentus’ business model.

National
Security Agreement, page 26

3.
Comment: 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.

Response: With respect to the arrangement
regarding removal of the Security Director without the approval of the CFIUS Monitoring Agencies, the Company respectfully notes for the
Staff that Section 102(b)(1) of the Delaware General Corporation Law (the “DGCL”) permits the inclusion in the certificate
of incorporation of “any provision for the management of the business and for the conduct of the affairs of the corporation”
if such provisions are not contrary to the laws of Delaware.

Section 141(a) of the DGCL also states that the “business
and affairs of every corporation…shall be managed by or under the direction of a board of directors, except as may be otherwise
provided in this chapter or in its certificate of incorporation [emphasis added].”

Thus, the Company and Momentus believe
there is statutory support which allows the introduction of outside parties to influence the management of the business and affairs of
the corporation, so long as this is provided in the certificate of incorporation. Since the provision stating that the Security Director
may not be removed without the approval of the CFIUS Monitoring Agencies will be included in the Company’s certificate of incorporation,
rather than in a separate contract, the Company and Momentus believe this arrangement is permissible under the DGCL. Notwithstanding this
belief, in accordance with the Staff’s comment and due to the potential uncertainty in light of the unusual arrangement, the Company
has added risk factor disclosure addressing the relevant risks on pages 53, 54 and 55 of the Amendment.

    Securities and Exchange Commission

July 12, 2021

Page 3

With respect to the arrangement regarding
the Security Director’s unilateral authority to remove and replace Momentus directors (or, following the consummation of the Business
Combination, Company directors), the Company respectfully wishes to clarify that the Security Director will not have the unilateral authority
to remove and replace directors. Instead, pursuant to the National Security Agreement, if the Security Director recommends that a director
be removed from the board of directors due to an identified national security concern, as determined by the Security Director in consultation
with the CFIUS Monitoring Agencies, the board of directors is required to ask for the resignation of such director. If such director does
not resign, the board of directors is required to call a special meeting of stockholders, in compliance with the federal proxy rules (assuming
Momentus is then a public company, including following the Business Combination), to vote on the removal of such director. Any removal
of a director would therefore be approved by the stockholders and in accordance with the DGCL. The Company has revised the disclosures
on pages 53, 54 and 55 of the Amendment to clarify the director removal process under the National Security Agreement.

With respect to the arrangement regarding
the Security Director’s unilateral authority to approve new Momentus directors (or, following consummation of the Business Combination,
new Company directors), as disclosed on pages 54 and 55 of the Amendment, the Security Director will be a member of the nominating and
corporate governance committee. Any individual nominated by the board of directors to serve as a director after Momentus becomes a public
company (including following the Business Combination) will require at least a majority approval of the nominating and corporate governance
committee, which majority must include the Security Director. Pursuant to Section 141(c)(2) of the DGCL, the board of directors of a corporation
may designate one or more committees, each committee to consist of one or more of the directors of the corporation. Any such committee,
to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all
the powers and authority of the board of directors in the management of the business and affairs of the corporation, subject to certain
limitations which are not applicable here. The board of directors will delegate to the nominating and corporate governance committee the
power to nominate directors in accordance with the procedures set forth above. Therefore, the Company and Momentus believe this arrangement
is permissible under the DGCL.

With respect to the arrangement regarding
the Security Director’s unilateral authority to replace Momentus officers and employees (or, following the consummation of the Business
Combination, Company officers and employees) and review, approve and terminate certain contracts and relationships related to access to
technology and protected technical information, as disclosed on pages 54 and 55 of the Amendment, the board of directors will establish
a security committee comprised of one member who will be the Security Director. The security committee will be delegated the authority
to, among other things, terminate and appoint officers and employees and review, approve and terminate certain contracts and relationships
related to access to technology and protected technical information. As noted above, pursuant to Section 141(c)(2) of the DGCL, the board
of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. Any such
committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, subject
to certain limitations which are not applicable here. Therefore, the Company and Momentus believe the delegation of the powers and authority
described above to the security committee is permissible under the DGCL.

With respect to the arrangement prohibiting
amendments to the charter and bylaws relating to the Security Director without approval of the CFIUS Monitoring Agencies, as stated above,
the Company respectfully notes for the Staff that Section 102(b)(1) of the DGCL permits the inclusion in the certificate of incorporation
of “any provision for the management of the business and for the conduct of the affairs of the corporation” if such provisions
are not contrary to the laws of Delaware. Section 141(a) of the DGCL also states that the “business and affairs of every corporation…shall
be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate
of incorporation [emphasis added].” Since the Company is expressly including these prohibitions in the certificate of incorporation,
the Company and Momentus believe the provisions are permissible under the DGCL pursuant to the authority conferred by Sections 102(b)(1)
and 141(a) of the DGCL. Nevertheless, due to the potential uncertainty relating to these provisions in light of the unusual arrangement,
the Company has added risk factor disclosure addressing the relevant risks on pages 53 and 54 of the Amendment.

With respect to the arrangement establishing that the Security
Director will have a fiduciary duty to each of the U.S. government and the combined company and its shareholders, the Company respectfully
informs the Staff that the National Security Agreement requires that the Security Director, to the extent consistent with the Security
Director’s duties to Momentus and its stockholders under Delaware law, owes fiduciary duties to CFIUS. Therefore, the Security Director
has a fiduciary duty to the U.S. government only to the extent it is consistent with his or her fiduciary duty to Momentus and its stockholders
(or, following consummation of the Business Combination, the Company and its stockholders) under Delaware law. Therefore, the Company
and Momentus believe this arrangement is permissible under the DGCL. To the extent that the Security Director believes that a conflict
of interest is reasonably likely to exist between her or his fiduciary duties under Delaware law to Momentus and/or its stockholders (or,
following consummation of the Business Combination, to the Company and/or its stockholders) and to CFIUS, the Security Director is required
to promptly inform the CFIUS Monitoring Agencies of such conflict. In the event of such conflict, the CFIUS Monitoring Agencies could
seek to institute measures to resolve such conflict which may have a material adverse effect on our business, financial condition and
results of operations.

The Company has filed, as Annex B to the proxy statement/consent
solicitation statement/prospectus included in the Amendment, the form of the Combined Company Amended and Restated Charter reflecting
the foregoing provisions.  The foregoing provisions do not implicate the Combined Company Amended and Restated Bylaws, which were
previously filed as an exhibit to the Registration Statement.

    Securities and Exchange Commission

July 12, 2021

Page 4

Co-Founder
Divestment, page 26

4. Comment: 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.

Response: In response
to the Staff’s comment, the Company has added disclosure to pages 28, 124 and 226 of the Amendment to state that the $50 million
payment will come from proceeds of the PIPE Investment and the Trust Account, which will reduce the proceeds that will be available to
the Combined Company to fund its operations and capital expenditures going forward.

Risks
Related to the Business Combination and SRAC, page 40

5. Comment: 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.

Response: In response
to the Staff’s comment, the Company has added disclosure to pages 43, and 70 of the Amendment to state the material risks to public
stockholders presented by taking Momentus public through a merger rather than an underwritten offering.

We have
not yet delivered customer

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.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 9, 2021 Page 2
 FirstName LastName
Brian Kabot
Stable Road Acquisition Corp.
July 9, 2021
Page 2
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.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 9, 2021 Page 3
 FirstName LastNameBrian Kabot
Stable Road Acquisition Corp.
July 9, 2021
Page 3
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

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 9, 2021 Page 4
 FirstName LastNameBrian Kabot
Stable Road Acquisition Corp.
July 9, 2021
Page 4
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.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 9, 2021 Page 5
 FirstName LastNameBrian Kabot
Stable Road Acquisition Corp.
July 9, 2021
Page 5
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.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 July 9, 2021 Page 6
 FirstName LastName
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

United States securities and exchange commission logo
May 19, 2021
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, CA 90291
Re:Stable Road Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
File No. 001-39128
Filed March 25, 2021
Dear Mr. Kabot:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Bradley Reed

CORRESP
1
filename1.htm

    Bradley Reed

    To
    Call Writer Directly:

    +1 312 862 7351

    bradley.reed@kirkland.com

    300 North LaSalle

    Chicago, IL 60654

    United States

    +1 312 862 2000

    www.kirkland.com

    Facsimile:

+1 312 862 2200

April 7, 2021

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Geoff Kruczek

Jay Ingram

 Re: Stable Road Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

File No. 001-39128

Filed March 25, 2021

Dear Mr. Kruczek and Mr. Ingram:

Stable Road Acquisition Corp., a Delaware corporation
(the “Company”), has today filed with the Securities and Exchange Commission (the “SEC”) an Amendment (the “Amendment”)
to the Preliminary Proxy on Schedule 14A (the “Preliminary Proxy”).

On behalf of the Company, we are writing to respond
to the comments raised in the letter to the Company, dated April 5, 2021, from the staff of the SEC (the “Staff”). The Company’s
responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Where applicable, we
have also referenced in the Company’s responses set forth below the appropriate page numbers contained in the Amendment that address
the applicable Staff comment. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the
Amendment.

Beijing
   Boston
   Dallas
   Hong Kong
   Houston
   London
   Los Angeles
   Munich
   New York
   Palo Alto
   Paris
   San Francisco
   Shanghai
   Washington, D.C.

Securities and Exchange Commission

April 7, 2021

Page 2

Preliminary Proxy Statement on Schedule 14A filed March 25, 2021

General

1. Consistent with the requirements of Item 19 of Schedule 14A,
please revise to include a materially complete description of the reasons why you are seeking to amend the charter to extend the life
of Stable Road in Proposal No. 3. We would expect to see an explanation to shareholders that addresses in transparent and comprehensive
terms the current status of the proposed business combination and the likelihood that you will be able to complete the transaction with
Momentus. In this regard, the disclosure should address the steps required for consummation of the merger and commencement of operations,
including but not limited to, the need for various regulatory reviews and approvals, licenses, agreements and permits required to conduct
the business and their status. In addition, the disclosure should address the impact on the proposed business combination of the departure
of Momentus’ founder and former CEO and his associated divesture of interests.

Response:

In response to the Staff’s comment, the Company has updated its
disclosure under the headings “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING—Why am I receiving this proxy statement?”,
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING—Why is the Company proposing the Extension Amendment Proposal?”, “PROPOSAL
NO. 3 — THE EXTENSION AMENDMENT PROPOSAL—Background” and “PROPOSAL NO. 3 — THE EXTENSION AMENDMENT PROPOSAL—Reasons
for the Proposal.” The Company has also inserted a new section entitled “SUMMARY OF STATUS AND RECENT DEVELOPMENTS WITH RESPECT
TO THE MOMENTUS BUSINESS COMBINATION” which provides additional information on the requested disclosures.

2. We note that Momentus’ is subject to pending
applications for licenses or regulatory approvals, including from the FAA, FCC and NOAA, as well as an ongoing CFIUS review. Please address
the status of these licenses, approvals, or reviews, and the operational uncertainty these pending matters raise for the proposed business
combination transaction and the potential impact of an adverse determination so that investors may assess the advantages or disadvantages
of voting in favor of the proposal to extend the time to complete the business combination transaction.

Response:

In response to the Staff’s comment, the Company has inserted
a new section entitled “SUMMARY OF STATUS AND RECENT DEVELOPMENTS WITH RESPECT TO THE MOMENTUS BUSINESS COMBINATION” describing
the status and operational uncertainty of each of these matters.

Securities and Exchange Commission

April 7, 2021

Page 3

3. In addition to the pending regulatory matters, we note that Momentus
has delayed its initial launch until June 2021. Revise your disclosure to provide investors with an up-to-date understanding of Momentus’
operational status and prospects, clearly disclosing any assumptions underlying that information.

Response:

In response to the Staff’s comment, the Company has inserted
a new section entitled “SUMMARY OF STATUS AND RECENT DEVELOPMENTS WITH RESPECT TO THE MOMENTUS BUSINESS COMBINATION—Operational
Recent Developments Regarding Momentus”.

Why should I vote for the Extension Amendment?, page 3

4. We note that you discuss only positive factors relating to the
Momentus transaction. Please revise to discuss negative factors relating to that transaction. Include those considered by your officers
and directors and those that have arisen since your board approved the transaction.

Response:

In response to the Staff’s comment, the Company has updated its
disclosure under the heading “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING—Why should I vote for the Extension Amendment?”
and added a heading entitled “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING—What are the risks of voting for the Extension
Amendment?” in order to discuss potential negative factors relating to the Momentus transaction.

How do the Company insiders intend to vote their shares?, page 4

5. We note the general disclosure here and that your beneficial
ownership table provides disclosure as of February 21, 2021. Revise to disclose whether any insiders have purchased, or made arrangements
to purchase or direct the voting of shares in connection with this proxy statement or the proposed transaction with Momentus. Quantify
the number and revise your disclosure accordingly.

Response:

The Company respectfully advises the Staff that no insiders have purchased,
or made arrangements to purchase or direct the voting of shares in connection with this proxy statement or the proposed transaction with
Momentus. In response to the Staff’s comment, the Company has updated its disclosure under the headings “QUESTIONS AND ANSWERS
ABOUT THE SPECIAL MEETING—How do the Company insiders intend to vote their shares?” and “PROPOSAL NO. 3 — THE
EXTENSION AMENDMENT PROPOSAL—Required Vote” of the Amendment.

In addition, the Company has revised the Security Ownership of Beneficial
Owners and Management table to reflect data as of April 5, 2021.

Securities and Exchange Commission

April 7, 2021

Page 4

Interests of the Company's Directors and Officers, page 31

6. We note that your current disclosure describes the general interests
your directors and officers have in the transaction and extension amendment. Please revise to quantify those interests.

Response:

In response to the Staff’s comment, the Company has updated its
disclosure under the heading “PROPOSAL NO. 3 — THE EXTENSION AMENDMENT PROPOSAL—Interests of the Company’s Directors
and Officers” in order to quantify the interests of the Company’s directors and officers.

*   *   *   *

Securities and Exchange Commission

April 7, 2021

Page 5

We hope that the foregoing has been responsive to the Staff’s
comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 862-7351
or Kevin M. Frank at (312) 862-3373.

    Sincerely,

    /s/ Bradley Reed

    Bradley Reed

 cc: Brian Kabot

Stable Road Acquisition Corp.

United States securities and exchange commission logo
April 5, 2021
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, CA 90291
Re:Stable Road Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
File No. 001-39128
Filed March 25, 2021
Dear Mr. Kabot:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 25, 2021
General
1.Consistent with the requirements of Item 19 of Schedule 14A, please revise to include a
materially complete description of the reasons why you are seeking to amend the charter
to extend the life of Stable Road in Proposal No. 3.  We would expect to see an
explanation to shareholders that addresses in transparent and comprehensive terms the
current status of the proposed business combination and the likelihood that you will be
able to complete the transaction with Momentus.  In this regard, the disclosure should
address the steps required for consummation of the merger and commencement of
operations, including but not limited to, the need for various regulatory reviews and
approvals, licenses, agreements and permits required to conduct the business and their
status.  In addition, the disclosure should address the impact on the proposed business
combination of the departure of Momentus’ founder and former CEO and his associated
divesture of interests.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 April 5, 2021 Page 2
 FirstName LastNameBrian Kabot
Stable Road Acquisition Corp.
April 5, 2021
Page 2
2.We note that Momentus’ is subject to pending applications for licenses or regulatory
approvals, including from the FAA, FCC and NOAA, as well as an ongoing CFIUS
review.  Please address the status of these licenses, approvals, or reviews, and the
operational uncertainty these pending matters raise for the proposed business combination
transaction and the potential impact of an adverse determination so that investors may
assess the advantages or disadvantages of voting in favor of the proposal to extend the
time to complete the business combination transaction.
3.In addition to the pending regulatory matters, we note that Momentus has delayed its
initial launch until June 2021.  Revise your disclosure to provide investors with an up-to-
date understanding of Momentus’ operational status and prospects, clearly disclosing any
assumptions underlying that information.
Why should I vote for the Extension Amendment?, page 3
4.We note that you discuss only positive factors relating to the Momentus transaction.
Please revise to discuss negative factors relating to that transaction.  Include those
considered by your officers and directors and those that have arisen since your board
approved the transaction.
How do the Company insiders intend to vote their shares?, page 4
5.We note the general disclosure here and that your beneficial ownership table provides
disclosure as of February 21, 2021.  Revise to disclose whether any insiders have
purchased, or made arrangements to purchase or direct the voting of shares in connection
with this proxy statement or the proposed transaction with Momentus.  Quantify the
number and revise your disclosure accordingly.
Interests of the Company's Directors and Officers, page 31
6.We note that your current disclosure describes the general interests your directors and
officers have in the transaction and extension amendment.  Please revise to quantify those
interests.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 April 5, 2021 Page 3
 FirstName LastName
Brian Kabot
Stable Road Acquisition Corp.
April 5, 2021
Page 3
            Please contact Geoff Kruczek at 202-551-3641 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Stable Road Acquisition Corp.

1345 Abbot Kinney Blvd.

Venice, California 90291

November 5, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Killoy

    Re:
    Stable Road Acquisition Corp.

    Registration Statement on Form S-1

    Filed September 27, 2019, as amended

    File No. 333-233980

Dear Mr. Killoy:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Stable Road Acquisition Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Thursday, November 7, 2019, or as soon as
thereafter practicable.

    Very truly yours,

    /s/ Brian Kabot

    Brian Kabot

    Chairman and Chief Executive Officer

    cc:

        Ellenoff Grossman & Schole LLP

        Graubard Miller

CORRESP
1
filename1.htm

    November 5, 2019

VIA EDGAR

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    Stable Road Acquisition Corp.

    Registration Statement on Form S-1

    Filed September 27, 2019, as amended

    File No. 333-233980

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
Stable Road Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. EST on Thursday, November 7, 2019, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 300 copies of the Preliminary Prospectus dated October
29, 2019 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

    By:
    /s/ Bala Murty

    Name:
    Bala Murty

    Title:
    COO

CORRESP
1
filename1.htm

Stable
Road Acquisition Corp.

1345
Abbot Kinney Blvd.

Venice,
California 90291

(833)
478-2253

September
27, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 3030

Washington,
D.C. 20549

Attention:
Michael Killoy

 Re: Stable
Road Acquisition Corp.

Draft
Registration Statement on Form S-1

Submitted
August 9, 2019

CIK
No. 0001781162

Dear
Mr. Killoy:

Stable
Road Acquisition Corp. (the “Company,” “Stable Road,” “we,” “our”
or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated August 23,
2019 (the “Letter”) regarding the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter,
with the Staff’s comments presented in bold italics font type.

The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in the marked version of the Registration Statement. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Registration Statement.

Draft
Registration Statement on Form S-1 filed August 9, 2019

General

 1. Please
                                         supplementally provide us with copies of all written communications, as defined in Rule
                                         405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
                                         present to potential investors in reliance on Section 5(d) of the Securities Act, whether
                                         or not they retain copies of the communications.

We
hereby advise the Staff that we will supplementally provide the Staff with copies of all written communications presented to potential
investors in reliance on Section 5(d) of the Securities Act. We further advise the Staff that investors will not retain copies
of such materials.

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

September
27, 2019

Page
2 of 3

Summary,
page 1

 2. We
                                         note the disclosure on page 16 that NASDAQ rules require that the initial business combination
                                         have an aggregate fair market value of at least 80% of the value of the assets held in
                                         the trust account. We also note the risk factor on page 30 that NASDAQ may delist your
                                         securities from trading on its exchange. Please revise the disclosure throughout the
                                         prospectus to clarify, if true, that the 80% test would no longer apply if you are delisted
                                         from Nasdaq and add appropriate risk factor disclosure.

We
have revised the Registration Statement (pages 6, 16, 86, 91 and 102) to clarify that if our securities are not listed on Nasdaq
after this offering, we would not be required to satisfy the 80% test.

Management,
page 99

 3. Please
                                         disclose Mr. Quiroga's experience, qualifications, attributes or skills that led to the
                                         conclusion that he should serve as a director for the registrant, as required by Item
                                         401(e)(1) of Regulation S-K.

We
hereby advise the Staff that Mr. Quiroga will serve solely as our Chief Investment Officer and not as a director. Accordingly,
no additional disclosure is required pursuant to Item 401(e)(1) of Regulation S-K.

Signatures,
page II-8

 4. Please
                                         include the signatures of a majority of the board of directors, as required by Instruction
                                         1 to the Signatures to Form S-1.

We
hereby advise the Staff that Mr. Kabot, who is currently the sole member of our board of directors, has signed the Registration
Statement.

Exhibits

5.
       Please file the consent for Mr. Norris.

We
hereby advise the Staff that the consent for Mr. Norris will be filed as exhibit 99.5 to the Registration Statement.

*
* ** *

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

September
27, 2019

Page
3 of 3

We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact
Stable Road’s legal counsel, Stuart Neuhauser, Esq., or Joshua Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212)
370-1300.

    Very truly yours,

    STABLE ROAD ACQUISITION CORP.

    By:
    /s/
    Brian Kabot

    Name:
    Brian Kabot

    Title:
    Chairman and Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

Graubard Miller

August 23, 2019
Brian Kabot
Chief Executive Officer
Stable Road Acquisition Corp.
1345 Abbot Kinney Blvd.
Venice, California 90291
Re:Stable Road Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted August 9, 2019
CIK No. 0001781162
Dear Mr. Kabot:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed August 9, 2019
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Summary, page 1
2.We note the disclosure on page 16 that NASDAQ rules require that the initial business
combination have an aggregate fair market value of at least 80% of the value of the assets
held in the trust account.  We also note the risk factor on page 30 that NASDAQ may

 FirstName LastNameBrian Kabot
 Comapany NameStable Road Acquisition Corp.
 August 23, 2019 Page 2
 FirstName LastName
Brian Kabot
Stable Road Acquisition Corp.
August 23, 2019
Page 2
delist your securities from trading on its exchange.  Please revise the disclosure
throughout the prospectus to clarify, if true, that the 80% test would no longer apply if you
are delisted from Nasdaq and add appropriate risk factor disclosure.
Management , page 99
3.Please disclose Mr. Quiroga's experience, qualifications, attributes or skills that led to the
conclusion that he should serve as a director for the registrant, as required by Item
401(e)(1) of Regulation S-K.
Signatures, page II-8
4.Please include the signatures of a majority of the board of directors, as required by
Instruction 1 to the Signatures to Form S-1.
Exhibits
5.Please file the consent for Mr. Norris.
            You may contact Beverly Singleton at 202-551-3328  or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Killoy at 202-551-7576 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
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