10-K 1 brhc10022510_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39523

North Mountain Merger Corp.

(Exact name of Registrant as specified in its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

83-1960216

(I.R.S. Employer Identification No.)

767 Fifth Avenue, 9th Floor

New York, NY 10153

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 446-2700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant	Trading Symbol(s) NMMCU	Name of each exchange on which registered The Nasdaq Stock Market LLC
Shares of Class A common stock Warrants	NMMC NMMCW	The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Small reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

The Registrant’s Units began trading on The Nasdaq Stock Market LLC on September 22, 2020 and the Registrant’s shares of Class A common stock began separate trading on The Nasdaq Stock Market LLC on November 9, 2020.

As of March 30, 2021, there were 13,225,000 shares of Class A common stock, $0.0001 par value, and 3,306,250 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I			4
	Item 1.	Business.	4
	Item 1A.	Risk Factors.	26
	Item 1B.	Unresolved Staff Comments.	68
	Item 2.	Properties.	68
	Item 3.	Legal Proceedings.	68
	Item 4.	Mine Safety Disclosures.	68
PART II			68
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	68
	Item 6.	Selected Financial Data.	70
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	70
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	72
	Item 8.	Financial Statements and Supplementary Data	72
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	73
	Item 9A.	Controls and Procedures.	73
	Item 9.	Other Information.	73
PART III			73
	Item 10.	Directors, Executive Officers and Corporate Governance.	73
	Item 11.	Executive Compensation.	85
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	86
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	89
	Item 14.	Principal Accounting Fees and Services.	92
PART IV			93
	Item 15.	Exhibits, Financial Statement Schedules.	93
SIGNATURES			96
POWERS OF ATTORNEY			97

	Type of Transaction		Whether Stockholder Approval is Required
	Purchase of assets		No
	Purchase of stock of target not involving a merger with the company		No
	Merger of target into a subsidiary of the company		No
	Merger of the company with a target		Yes

Name	Age	Title
Charles B. Bernicker	55	Chief Executive Officer, President and Director
Nicholas Dermatas	36	Chief Financial Officer and Secretary
Robert L. Metzger	52	Director
Scott O’Callaghan	57	Director
Douglas J. Pauls	62	Director

Name of Individual	Entity Name	Entity’s Business	Affiliation
Charles B. Bernicker	BTRS Holdings Inc.	Technology	Director
Nicholas Dermatas	—	—	—
Robert L. Metzger	William Blair & Company, L.L.C. Payroc, LLC MissionOG	Financial Services Payment Solutions Venture Capital	Senior Director Director Senior Advisor
Scott O’Callaghan	Onex Credit	Financial Services	Managing Director
Douglas J. Pauls	BankUnited, Inc. Essent Group Ltd. Global Atlantic Financial Group Limited	Financial Services Insurance Financial Services	Director Director Director

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾		Percentage of Outstanding Common Stock
North Mountain LLC⁽³⁾		3,306,250		20	%
Wellington Management Group LLP⁽⁴⁾		1,138,500		8.61	%
Millais Limited⁽⁵⁾		1,138,500		8.61	%
Linden Capital L.P.⁽⁶⁾		894,476		6.8	%
Kepos Capital LP⁽⁷⁾		855,694		6.5	%
Adage Capital Partners, L.P.⁽⁸⁾		829,604		6.27	%
Charles B. Bernicker⁽³⁾		—		—
Nicholas S. Dermatas⁽³⁾		—		—
Robert L. Metzger⁽³⁾		—		—
Scott O’Callaghan⁽³⁾		—		—
Douglas J. Pauls⁽³⁾		—		—
All officers and directors as a group (five individuals)		—		—

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

	Exhibit Number		Description
	3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 24, 2020).
	3.2		Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1 filed with the Commission on September 15, 2020)
	4.1		Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-1 filed with the Commission on September 15, 2020).
	4.2		Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 filed with the Commission on September 15, 2020).
	4.3		Form of Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-1 filed with the Commission on September 15, 2020).
	4.4		Warrant Agreement, dated September 17, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	4.5*		Description of Securities
	10.1		Promissory Note, dated July 14, 2020, issued to North Mountain LLC (incorporated by reference to the Exhibit 10.1 to the Company’s registration statement on Form S-1 filed with the Commission on September 15, 2020).

	Exhibit Number		Description
	10.2		Letter Agreement, dated September 17, 2020, among the Company, its officers and directors and North Mountain LLC (incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.3		Investment Management Trust Agreement, dated September 17, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.4		Registration Rights Agreement, dated September 17, 2020, among the Company and certain security holders named therein (incorporated by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.5		Securities Subscription Agreement, dated July 14, 2020, between the Registrant and North Mountain LLC (incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form S-1 filed with the Commission on September 15, 2020).
	10.6		Private Placement Warrant Purchase Agreement, dated September 17, 2020, between the Company and North Mountain LLC (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.7		Indemnity Agreement, dated September 17, 2020, between the Registrant and Charles B. Bernicker (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.8		Indemnity Agreement, dated September 17, 2020, between the Registrant and Nicholas Dermatas (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.9		Indemnity Agreement, dated September 17, 2020, between the Registrant and Robert L. Metzger (incorporated by reference to Exhibit 10.7 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.10		Indemnity Agreement, dated September 17, 2020, between the Registrant and Scott O’Callaghan (incorporated by reference to Exhibit 10.8 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.11		Indemnity Agreement, dated September 17, 2020, between the Registrant and Douglas J. Pauls (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).
	10.12		Administrative Services Agreement, dated September 17, 2020, between the Company and an affiliate of North Mountain LLC (incorporated by reference to the Exhibit 10.10 to the Company’s current report on Form 8-K filed with the Commission on September 24, 2020).

	Exhibit Number		Description
	24*		Power of Attorney (included on signature page of this annual report).
	31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1*		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.
	32.2*		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 Label Linkbase Document
	(101.PRE)		XBRL Taxonomy Extension Presentation Linkbase Document

NORTH MOUNTAIN MERGER CORP.

	By:	/s/ Nicholas Dermatas
		Name: Nicholas Dermatas
		Title: Chief Financial Officer

Name	Position	Date
/s/ Charles B. Bernicker Charles B. Bernicker	Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer)	March 30, 2021

/s/ Nicholas Dermatas Nicholas Dermatas	Chief Financial Officer (Principal Financial and Accounting Officer)	March 30, 2021

/s/ Robert L. Metzger Robert L. Metzger	Director	March 30, 2021

/s/ Scott O’Callaghan Scott O’Callaghan	Director	March 30, 2021

/s/ Douglas J. Pauls Douglas J. Pauls	Director	March 30, 2021

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

ASSETS
Current Assets
Cash	$	971,469
Prepaid expenses		328,114
Total Current Assets		1,299,583

Marketable securities held in Trust Account		132,253,093
TOTAL ASSETS	$	133,552,676

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities - accounts payable and accrued expenses	$	124,265
Deferred underwriting payable		4,628,750
Total Liabilities		4,753,015

Commitments

Class A common stock subject to possible redemption 12,379,966 shares at redemption value		123,799,660

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; 845,034 issued and outstanding (excluding 12,379,966 shares subject to possible redemption)		85
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,306,250 shares issued and outstanding		331
Additional paid-in capital		5,234,122
Accumulated deficit		(234,537	)
Total Stockholders’ Equity		5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	133,552,676

Formation and operating costs	$	237,630
Loss from operations		(237,630	)

Other income:
Interest earned on marketable securities held in Trust Account		3,093
Other income		3,093

Loss before provision for income taxes		(234,537	)
Net loss	$	(234,537	)

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		12,401,730

Basic and diluted net loss per share, Common Stock subject to possible redemption	$	(0.00	)

Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		3,612,953

Basic and diluted net loss per share, Non-redeemable Common Stock	$	(0.06	)

	Class A Common Stock						Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance – July 14, 2020 (Inception)		—		$	—			—	$	—	$	—		$	—		$	—

Issuance of Class B common stock to Sponsor		—			—			3,306,250		331		24,669			—			25,000

Sale of 13,225,000 Units, net of paid and deferred underwriting discounts		13,225,000			1,322			—		—		124,862,876			—			124,864,198

Sale of 4,145,000 Private Placement Warrants		—			—			—		—		4,145,000			—			4,145,000

Class A common stock subject to possible redemption		(12,379,966	)		(1,237	)		—		—		(123,798,423	)		—			(123,799,660	)

Net loss		—			—			—		—		—			(234,537	)		(234,537	)
Balance – December 31, 2020		845,034		$	85			3,306,250	$	331	$	5,234,122

SEC Form 10-K filed by North Mountain Merger Corp.