By Chris Prentice
WASHINGTON (Reuters) -The U.S. securities regulator on Tuesday said it charged blank-check company Stable Road Acquisition Corp, its sponsor SRC-NI, space exploration company Momentus Inc and two executives for misleading claims over their planned merger.
The U.S. Securities and Exchange Commission said the companies and Stable Road Acquisition Company Chief Executive Brian Kabot agreed to pay $8 million to resolve allegations they misled investors about Momentus Inc.'s technology and national security risks associated with its former CEO Mikhail Kokorich.
The entities, whose lawyers did not respond immediately to requests for comment, settled with the SEC without admitting or denying the allegations. An attorney for Kokorich, who is fighting the SEC's charges in court, said his client "looks forward to a resolution of this matter which is favorable to him."
The enforcement case marks the latest escalation in the SEC's crackdown on Wall Street's special purpose acquisition company, or SPAC, frenzy, which has reached a record over $100 billion this year.
The SEC's action is the first targeting all sides of a SPAC transaction as well as executives in an investigation that took under a year, an SEC official said.
According to the SEC, Kokorich and Momentus, an early-stage space transportation company, repeatedly told investors that it had "successfully tested" its propulsion technology in space, when its only in-space test had failed to achieve its primary objectives or demonstrate the technology's commercial viability.
The regulator also alleged that Momentus and Kokorich misrepresented the extent to which national security concerns involving Kokorich undermined Momentus' ability to secure governmental licenses essential to its operations. The SEC accused Stable Road, its sponsor and Kabot of negligence-based fraud.
SPACs are listed shell companies used to take private companies public, sidestepping the more traditional and lengthy initial public offering process. SPAC critics say the deal structures create conflicts of interest and frequently lack sufficient checks and balances to protect investors.
The settlement gives Stable Road's private investors the chance to redeem their cash, while retail investors will be informed of the extent of redemptions before voting on whether to greenlight the merger next month. SRC-NI will also forfeit 250,000 shares it would have otherwise received if the deal goes through.
"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," SEC Chair Gary Gensler said in a statement.
Momentus said in October it would go public through a $1.2-billion merger with Stable Road, which was lowered to $700 million last month. Stable Road share prices have slumped 60% from a February peak above $29.