☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 85-1960216 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one half of one redeemable warrant | NMMCU | Nasdaq Capital Market | ||
Shares of Class A common stock | NMMC | Nasdaq Capital Market | ||
Redeemable warrants included as part of the units | NMMCW | Nasdaq Capital Market |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
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March 31, 2021 | December 31, 2020 | March 31, 2022 | December 31, 2021 | |||||||||||||
(Unaudited) | (As Restated) | (Unaudited) | ||||||||||||||
ASSETS | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash | $ | 816,214 | $ | 971,469 | $ | 101,511 | $ | 303,615 | ||||||||
Prepaid expenses | 313,656 | 328,114 | 124,625 | 127,500 | ||||||||||||
Total Current Assets | 1,129,870 | 1,299,583 | 226,136 | 431,115 | ||||||||||||
Marketable securities held in Trust Account | 132,255,046 | 132,253,093 | 132,270,363 | 132,261,826 | ||||||||||||
TOTAL ASSETS | $ | 133,384,916 | $ | 133,552,676 | $ | 132,496,499 | $ | 132,692,941 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
Accounts payable and accrued expenses | 205,237 | 124,265 | 479,841 | 428,439 | ||||||||||||
Total Current Liabilities | 205,237 | 124,265 | 479,841 | 428,439 | ||||||||||||
Deferred underwriting fee payable | 4,628,750 | 4,628,750 | 4,628,750 | 4,628,750 | ||||||||||||
Warrant liabilities – Private Warrants | 4,619,000 | 5,673,000 | 1,200,000 | 3,275,000 | ||||||||||||
Warrant liabilities – Public Warrants | 7,274,000 | 8,927,000 | 1,904,400 | 5,170,975 | ||||||||||||
Total Liabilities | 16,726,987 | 19,353,015 | 8,212,991 | 13,503,164 | ||||||||||||
Commitments and Contingencies | ||||||||||||||||
Commitments and Contingencies (See Note 6) | 0 | 0 | ||||||||||||||
Class A common stock subject to possible redemption, 13,225,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021 | 132,250,000 | 132,250,000 | ||||||||||||||
Class A common stock subject to possible redemption, 11,165,366 and 10,919,966 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively | 111,657,920 | 109,199,660 | ||||||||||||||
Stockholders’ Equity | ||||||||||||||||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||||||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,059,634 and 2,305,034 shares issued and outstanding (excluding 11,165,366 and 10,919,966 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively | 206 | 231 | ||||||||||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,306,250 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | 331 | 331 | ||||||||||||||
Stockholders’ Deficit | ||||||||||||||||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding | 0 | 0 | ||||||||||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding (excluding 13,225,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021 | 0 | 0 | ||||||||||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,306,250 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 331 | 331 | ||||||||||||||
Additional paid-in capital | 7,104,553 | 9,562,788 | 0 | 0 | ||||||||||||
Accumulated deficit | (2,105,081 | ) | (4,563,349 | ) | (7,966,823 | ) | (13,060,554 | ) | ||||||||
Total Stockholders’ Equity | 5,000,009 | 5,000,001 | ||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 133,384,916 | $ | 133,552,676 | ||||||||||||
Total Stockholders’ Deficit | (7,966,492 | ) | (13,060,223 | ) | ||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 132,496,499 | $ | 132,692,941 |
For the Three Months Ended March 31, | ||||||||||||
2022 | 2021 | |||||||||||
Operating costs | $ | 250,685 | $ | 256,381 | $ | 250,685 | ||||||
Loss from operations | (250,685 | ) | (256,381 | ) | (250,685 | ) | ||||||
Other income: | ||||||||||||
Interest earned on marketable securities held in Trust Account | 1,953 | 8,537 | 1,953 | |||||||||
Change in fair value of warrants liabilities | 2,707,000 | |||||||||||
Change in fair value of warrant liabilities | 5,341,575 | 2,707,000 | ||||||||||
Other income | 5,350,112 | 2,708,953 | ||||||||||
Net income | $ | 2,458,268 | $ | 5,093,731 | $ | 2,458,268 | ||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 10,919,966 | |||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock | 13,225,000 | 13,225,000 | ||||||||||
Basic and diluted net income per share, Class A common stock | $ | 0.31 | $ | 0.15 | ||||||||
Basic and diluted net income per share, Common Stock subject to possible redemption | $ | 0.00 | ||||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock | 5,611,284 | |||||||||||
Basic and diluted net income per share, Non-redeemable Common Stock | $ | 0.44 | ||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 3,306,250 | 3,306,250 | ||||||||||
Basic and diluted net income per share, Class B common stock | $ | 0.31 | $ | 0.15 |
Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance – January 1, 2022 | 3,306,250 | $ | 331 | $ | 0 | $ | (13,060,554 | ) | $ | (13,060,223 | ) | |||||||||
Net income | — | 0 | 0 | 5,093,731 | 5,093,731 | |||||||||||||||
Balance – March 31, 2022 | 3,306,250 | $ | 331 | $ | 0 | $ | (7,966,823 | ) | $ | (7,966,492 | ) |
Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance – January 1, 2021 | 3,306,250 | $ | 331 | $ | 0 | $ | (18,050,670 | ) | $ | (18,050,339 | ) | |||||||||
Net income | — | 0 | 0 | 2,458,268 | 2,458,268 | |||||||||||||||
Balance – March 31, 2021 | 3,306,250 | $ | 331 | $ | 0 | $ | (15,592,402 | ) | $ | (15,592,071 | ) |
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance – January 1, 2021 (As Restated) | 2,305,034 | $ | 231 | 3,306,250 | $ | 331 | $ | 9,562,788 | $ | (4,563,349 | ) | $ | 5,000,001 | |||||||||||||||
Change in value of common stock subject to possible redemption, Warrants | (245,400 | ) | (25 | ) | — | — | (2,458,235 | ) | — | (2,458,260 | ) | |||||||||||||||||
Net income | — | — | — | — | — | 2,458,268 | 2,458,268 | |||||||||||||||||||||
Balance – March 31, 2021 | 2,059,634 | $ | 206 | 3,306,250 | $ | 331 | $ | 7,104,553 | $ | (2,105,081 | ) | $ | 5,000,009 |
For the Three Months Ended March 31, | ||||||||||||
2022 | 2021 | |||||||||||
Cash Flows from Operating Activities: | | |||||||||||
Net income | $ | 2,458,268 | $ | 5,093,731 | $ | 2,458,268 | ||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||
Interest expenses (earned) on marketable securities held in Trust Account | (1,953 | ) | ||||||||||
Change in fair value of warrants liabilities | (2.707,000 | ) | ||||||||||
Interest earned on marketable securities held in Trust Account | (8,537 | ) | (1,953 | ) | ||||||||
Change in fair value of warrant liabilities | (5,341,575 | ) | (2,707,000 | ) | ||||||||
Changes in operating assets and liabilities: | | |||||||||||
Prepaid expenses | 14,458 | 2,875 | 14,458 | |||||||||
Accounts payable and accrued expenses | 80,972 | 51,402 | 80,972 | |||||||||
Net cash used in operating activities | (155,255 | ) | (202,104 | ) | (155,255 | ) | ||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds from promissory note – related party | 0 | 75,000 | ||||||||||
Repayment of promissory note – related party | 0 | (75,000 | ) | |||||||||
Net cash provided by financing activities | 0 | 0 | ||||||||||
Net Change in Cash | (155,255 | ) | (202,104 | ) | (155,255 | ) | ||||||
Cash — Beginning | 971,469 | |||||||||||
Cash — Ending | $ | 816,214 | ||||||||||
Non-Cash investing and financing activities: | | |||||||||||
Change in value of Class A common stock subject to possible redemption | $ | 2,458,260 | ||||||||||
Cash – Beginning of period | 303,615 | 971,469 | ||||||||||
Cash – End of period | $ | 101,511 | $ | 816,214 |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
For the Three Months Ended March 31, 2021 | ||||
Common stock subject to possible redemption | ||||
Numerator: Earnings allocable to Common stock subject to possible redemption | ||||
Interest earned on marketable securities held in Trust Account | $ | 1,953 | ||
Less: Income and franchise taxes | (1,953 | ) | ||
Net loss allocable to shares subject to possible redemption | $ | — | ||
Denominator: Weighted Average Common stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding | 10,919,966 | |||
Basic and diluted net income per share | $ | 0.00 | ||
Non-Redeemable Common Stock | ||||
Numerator: Net income minus Net Earnings | ||||
Net income | $ | 2,458,268 | ||
Net income allocable to Common stock subject to possible redemption | — | |||
Non-Redeemable net income | $ | 2,458,268 | ||
Denominator: Weighted Average Non-Redeemable Common Stock | ||||
Basic and diluted weighted average shares outstanding | 5,611,284 | |||
Basic and diluted net income per share | $ | 0.44 |
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per common stock | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income, as adjusted | $ | 4,074,985 | $ | 1,018,746 | $ | 1,966,614 | $ | 491,654 | ||||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 13,225,000 | 3,306,250 | 13,225,000 | 3,306,250 | ||||||||||||
Basic and diluted net income per common stock | $ | 0.31 | $ | 0.31 | $ | 0.15 | $ | 0.15 |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
(a) | each share of Corcentric common stock, par value $0.001 per share (the “Corcentric Common Stock”) will be converted into the right to receive (i) the Per Share Stock Consideration (as defined in the Merger Agreement), (ii) any cash payable in lieu of fractional shares pursuant to the terms of the Merger Agreement and (iii) the contingent right to receive a number of shares of North Mountain’s Class A common stock, par value $0.0001 per share (the “North Mountain Common Stock”), following the Closing (as defined below) as further described below (such shares, the “Earnout Shares”) in accordance with the terms of the Merger Agreement; |
(b) | each share of Corcentric Series A preferred stock, par value $0.001 per share (the “Corcentric Preferred Stock”) (other than the Cash Consideration Shares (as defined below)) will be converted into the right to receive (i) (A) the Per Share Stock Consideration, multiplied by (B) the number of shares of Corcentric Common Stock that such share of Corcentric Preferred Stock would be converted into if converted in accordance with the terms of Corcentric’s certificate of incorporation immediately prior to the Effective Time, (ii) any cash payable in lieu of fractional shares pursuant to the terms of the Merger Agreement and (iii) the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; |
(c) | each share of Corcentric Preferred Stock expressly identified as receiving merger consideration in the form of cash pursuant to the terms of the Merger Agreement (each such share of Corcentric Preferred Stock, a “Cash Consideration Share”) will be converted into the right to receive an amount of cash, without interest, equal to the product of (A) the Per Share Merger Consideration Value (as defined in the Merger Agreement), multiplied by (B) the number of shares of Corcentric Common Stock that such shares of Corcentric Preferred Stock would be converted into if converted in accordance with the terms of Corcentric’s certificate of incorporation immediately prior to the Effective Time (with the aggregate amount of cash payable in respect of the Cash Consideration Shares not to exceed $120,000,000); |
(d) | each vested Corcentric stock option, to the extent then outstanding and unexercised, will automatically be cancelled, and the holder will be entitled to receive in respect of such cancelled vested Corcentric stock option (i) a number of shares of North Mountain Common Stock equal to the quotient obtained by dividing (A) the result of (1) the product of (x) the number of shares of Corcentric Common Stock subject to such vested Corcentric stock option immediately prior to the Effective Time, multiplied by (y) the excess, if any, of (a) the Per Share Merger Consideration Value, over (b) the per share exercise price for the shares of Corcentric Common Stock subject to such vested Corcentric stock option immediately prior to the Effective Time, minus (2) the applicable withholding taxes payable in respect of such cancelled vested Corcentric stock option, by (B) 10 dollars ($10) and (ii) the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
(e) | each unvested Corcentric stock option, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire, on the same terms and conditions as were applicable to such unvested Corcentric stock option immediately prior to the Effective Time, including applicable vesting conditions, a number of shares of North Mountain Common Stock determined in accordance with the terms of the Merger Agreement (after such conversion, each a “Rollover Option”), and the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; and |
(f) | each share of Corcentric restricted stock, to the extent then unvested and outstanding, will automatically be converted into the number of shares of restricted North Mountain Common Stock, subject to the same terms and conditions as were applicable to such Corcentric restricted stock immediately prior to the Effective Time, including applicable vesting conditions, determined in accordance with the terms of the Merger Agreement (after such conversion, the “Rollover Restricted Stock”), and the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement. |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | Level | March 31, 2021 | December 31, 2020 | Level | March 31, 2022 | December 31, 2021 | ||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Marketable securities held in Trust Account | 1 | $ | 132,255,046 | $ | 132,253,093 | 1 | $ | 132,270,363 | $ | 132,261,826 | ||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Warrant Liability – Public Warrants | 1 | $ | 7,274,000 | 8,927,000 | ||||||||||||||||||||
Warrant Liability – Private Placement Warrants | 3 | $ | 4,619,000 | 5,673,000 | ||||||||||||||||||||
Warrant Liabilities – Public Warrants | 1 | $ | 1,904,400 | 5,170,975 | ||||||||||||||||||||
Warrant Liabilities – Private Placement Warrants | 3 | $ | 1,200,000 | 3,275,000 |
Table of Contents |
NORTH MOUNTAIN MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS March 31, 2022 (Unaudited) |
Input | March 31, 2021 | |||
Common Stock Price | $ | 9.92 | ||
Expected term (years) | 5.48 | |||
Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation | 16.00 | % | ||
Estimated probability of successful business combination | 100.00 | % | ||
Exercise Price | $ | 11.50 | ||
Risk-free rate of interest | 1.03 | % |
Input | March 31, 2022 | December 31, 2021 | ||||||
Common Stock Price | $ | 9.89 | $ | 9.86 | ||||
Expected term (years) | 5.25 | 5.25 | ||||||
Expected Volatility (Private Placement Warrants) derived from Monte Carlo Simulation | 4.37 | % | 12.55 | % | ||||
Estimated probability of successful business combination | 100.00 | % | 100.00 | % | ||||
Exercise Price | $ | 11.50 | $ | 11.50 | ||||
Risk-free rate of interest | 2.40 | % | 1.28 | % |
| Private Placement | Public | Warrant Liabilities | |||||||||
Fair value as of January 1, 2021 | $ | 5,673,000 | $ | 8,927,000 | $ | 14,600,000 | ||||||
Change in valuation inputs or other assumptions | (1,054,000 | ) | (1,653,000 | ) | (2,707,000 | ) | ||||||
Fair value as of March 31, 2021 | $ | 4,619,000 | $ | 7,274,000 | $ | 11,893,000 |
| Private Placement | |||
Fair value as of January 1, 2022 | $ | 3,275,000 | ||
Change in fair value of warrant liabilities | (2,075,000 | ) | ||
Fair value as of March 31, 2022 | $ | 1,200,000 |
Item 3. |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings. |
Item 1A. | Risk Factors. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults Upon Senior Securities. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Other Information. |
No. | Description of Exhibit | |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
NORTH MOUNTAIN MERGER CORP. | ||
Date: May | By: | /s/ Charles B. Bernicker |
Name: | Charles B. Bernicker | |
Title: | Chief Executive Officer | |
(Principal Executive | ||
Date: May | By: | /s/ Nicholas Dermatas |
Name: | Nicholas Dermatas | |
Title: | Chief Financial Officer | |
(Principal Financial and Accounting Officer) |