Quarterly report [Sections 13 or 15(d)]

Momentus Master Service Agreement

v3.26.1
Momentus Master Service Agreement
3 Months Ended
Mar. 31, 2026
Disclosure Momentus Master Service Agreement [Abstract]  
Momentus Master Service Agreement

Note 15. Momentus Master Service Agreement

In April 2025, the Company entered into a five-year Master Service Agreement (“MSA”) with Momentus, Inc. (“Momentus”) to provide consulting and production services. Under the MSA, the Company received 26,748 shares of Momentus common stock and 673,408 shares of non-voting Momentus preferred stock as consideration for future services. The Company has determined that the arrangement does not currently meet the criteria for revenue recognition under ASC 606, as specific deliverables and payment terms remain subject to the execution of individual Statements of Work. No revenue was recognized under the MSA for the three months ended March 31, 2026.

The Company accounts for a refund provision within the MSA as an embedded derivative. Management determined that the fair value of this derivative remained de minimis as of March 31, 2026, and no separate recognition was required in the unaudited condensed consolidated interim financial statements.

Share Conversion and Balances

On December 3, 2025, the Board of Directors of Momentus Inc. approved a reverse stock split of the Momentus’s issued and outstanding shares of Class A Common Stock, $0.00001 par value per share (the “Common Stock”), at a ratio of 1-for-17.85 (the “Reverse Stock Split”). The Reverse Stock Split was effective as of 5:00 p.m. Eastern Time on Wednesday, December 17, 2025 (the “Effective Date”), with the Common Stock trading on the Nasdaq Stock Market LLC on a reverse-split adjusted basis under the Momentus's existing trading symbol, “MNTS,” at the market open on December 18, 2025.

On February 9, 2026, Velo3D executed its option to convert its 547,408 Momentus Series A Convertible Preferred Stock into 306,672 of Momentus shares of Common Stock. As of March 31, 2026, Velo3D held 104,297 outstanding shares of Momentus Common Stock.

As of March 31, 2026, the Momentus liabilities are recorded under accrued expenses and other current liabilities as Customer liabilities - prepaid reserve of $2.6 million and Customer liabilities - noncash consideration of $0.4 million. See Note 6, Balance Sheet Components—Accrued Expenses and Other Current liabilities.

As of April 5, 2026, the Company held no remaining shares of Momentus Common Stock and the total Customer liabilities - prepaid reserve was $3.0 million.