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Inadequate due diligence hit SPAC Momentus $8 million SEC fine

Inadequate due diligence hit SPAC Momentus $8 million SEC fine after misleading investors. The Securities and Exchange Commission (SEC) has charged the Momentus particular purpose acquisition company (SPAC), its sponsor SRC-NI, the sponsor’s CEO Brian Kabot, the company, and founder Mikhail Kokorich – which involved in a $1.2 billion space-transport SPAC for defrauding investors and obscuring the CEO’s status as a US national security risk.

The Fraud Claimed

The SPAC, Stable Road Acquisition Corp, had sought to merge with Momentus, a private start-up, to take it public. Momentus’s key offering was a “microwave electro-thermal water plasma thruster,” a way of zapping water vapour to propel a spacecraft, intending to transport satellites into space.

But Momentus’s propulsion tech failed to show results, according to SEC filings. A test mission fell well short of the company’s benchmarks, and a former Momentus employee said that the test yielded “no data to suggest that that thruster would deliver an impulse of any commercial significance.”

According to the SEC’s settled order, Kokorich and Momentus, an early-stage space transportation company, repeatedly told investors that it had “successfully tested” its propulsion technology in space when, in fact, the company’s only in-space test had failed to achieve its primary mission objectives or demonstrate the technology’s commercial viability.

The order finds that Momentus and Kokorich also misrepresented the extent to which national security concerns involving Kokorich undermined Momentus’s ability to secure required governmental licenses essential to its operations.

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The compliance issue: Inadequate due diligence

The SEC’s settled order finds that Stable Road repeated Momentus’s misleading statements in public filings associated with the proposed merger and failed its due diligence obligations to investors.

According to the order, while Stable Road claimed to have conducted extensive due diligence of Momentus, it never reviewed Momentus’s in-space test results or received sufficient documents relevant to assessing the national security risks posed by Kokorich.

The order finds that Kabot participated in Stable Road’s inadequate due diligence and filed its inaccurate registration statements and proxy solicitations. The SEC’s complaint against Kokorich includes factual allegations that are consistent with the findings in the order.

“This case illustrates risks inherent to SPAC transactions, as those who stand to earn significant profits from a SPAC merger may conduct inadequate due diligence and mislead investors. Stable Road, a SPAC, and its merger target, Momentus, both misled the investing public. The fact that Momentus lied to Stable Road does not absolve Stable Road of its failure to undertake adequate due diligence to protect shareholders. Today’s actions will prevent the wrongdoers from benefitting at the expense of investors and help to better align the incentives of parties to a SPAC transaction with those of investors relying on truthful information to make investment decisions.

SEC Chair Gary Gensler

The litigation against Momentus, Stable Road, and Kabot

Associate Director of the SEC’s Division of Enforcement, Anita B, mentioned in her statement that Momentus’s former CEO alleged to have engaged in fraud by misrepresenting the viability of the company’s technology and his status as a national security threat, inducing shareholders to approve a merger in which he stood to obtain shares worth upwards of $200 million.

The SEC’s order finds that Momentus violated scienter-based antifraud provisions of the federal securities laws and caused sure of Stable Road’s violations. It also considers that Stable Road violated negligence-based antifraud provisions of the US federal securities laws as well as specific reporting and proxy solicitation provisions.

The order finds that Kabot violated provisions of the federal securities laws related to proxy solicitations. Kabot and SRC-NI caused Stable Road’s violation of Section 17(a)(3) of the Securities Act of 1933. Without admitting or denying the SEC’s findings, Momentus, Stable Road, Kabot, and SRC-NI consented to an order requiring them to cease from future violations. Momentus, Stable Road, and Kabot will pay civil penalties of $7 million, $1 million, and $40,000, respectively.

Inadequate due diligence hit SPAC Momentus $8 million SEC fine. Source: US Securities and Exchange Commission 

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WHAT DO YOU ACTUALLY KNOW ABOUT THE INTEGRITY OF THE PARTY & THEIR WAY OF DOING BUSINESS? DOES OR DID THIS PARTY ADHERE TO (INTER)NATIONAL REGULATIONS ON ANTI-CORRUPTION & ANTI-BRIBERY? IS IT POSSIBLE THAT THERE IS A LIABILITY RISK?

At CRI Group, we specialise in Integrity Due Diligence, working as trusted partners to businesses and institutions across the world. Our people work with energy, insight and care to ensure we provide a positive experience to everyone involved – clients, reference providers and candidates.

CRI’s unique identity and vision evolved from our fundamental desire to support our clients and their candidates. Safeguard your business and its integrity with DueDiligence360™.

Our DueDiligence360™ expose vulnerabilities and threats that can cause serious damage to your organisation and can significantly reduce business. CRI Group is trusted by the world’s largest corporations and consultancies – outsource your due diligence to an experienced provider and you will only ever have to look forward, never back. Clients who partner with us benefit from our:

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About CRI Group

Based in London, CRI Group works with companies across the Americas, Europe, Africa, Middle East and Asia-Pacific as a one-stop international Risk ManagementEmployee Background ScreeningBusiness IntelligenceDue DiligenceCompliance Solutions and other professional Investigative Research solutions provider. We have the largest proprietary network of background screening analysts and investigators across the Middle East and Asia. Our global presence ensures that no matter how international your operations are, we have the network needed to provide you with all you need, wherever you happen to be. CRI Group also holds BS 102000:2013 and BS 7858:2012 Certifications, is an HRO certified provider and partner with Oracle.

In 2016, the CRI Group launched the Anti-Bribery Anti-Corruption (ABAC®) Center of Excellence – an independent certification body established for ISO 37001 Anti-Bribery Management SystemsISO 37301 Compliance Management Systems and ISO 31000 Risk Management, providing training and certification. ABAC® operates through its global network of certified ethics and compliance professionals, qualified auditors and other certified professionals. As a result, CRI Group’s global team of certified fraud examiners work as a discreet white-labelled supplier to some of the world’s largest organisations.

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