10-Q 1 brhc10024970_10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended March 31, 2021

☐	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		85-1960216
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

767 Fifth Avenue, 9th Floor

New York, NY 10153

(Address of principal executive offices)

(646) 446-2700

(Issuer’s telephone number)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 24, 2021, there were 13,225,000 shares of Class A common stock, par value $0.0001 per share, and 3,306,250 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

NORTH MOUNTAIN MERGER CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021

TABLE OF CONTENTS

			Page
Part I. Financial Information
	Item 1. Financial Statements (unaudited)
		Condensed Balance Sheets as of March 31, 2021 and December 31, 2020	1
		Condensed Statement of Operations for the three months ended March 31, 2021	2
		Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021	3
		Condensed Statement of Cash Flows for the three months ended March 31, 2021	4
		Notes to Condensed Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		17
	Item 4. Controls and Procedures		17
Part II. Other Information
	Item 1. Legal Proceedings		18
	Item 1A. Risk Factors		19
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
	Item 3. Defaults Upon Senior Securities		19
	Item 4. Mine Safety Disclosures		19
	Item 5. Other Information		19
	Item 6. Exhibits		20
Part III. Signatures			21

	March 31, 2021			December 31, 2020
	(Unaudited)			(As Restated)
ASSETS
Current Assets
Cash	$	816,214		$	971,469
Prepaid expenses		313,656			328,114
Total Current Assets		1,129,870			1,299,583

Marketable securities held in Trust Account		132,255,046			132,253,093
TOTAL ASSETS	$	133,384,916		$	133,552,676

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses		205,237			124,265
Total Current Liabilities		205,237			124,265

Deferred underwriting fee payable		4,628,750			4,628,750
Warrant liabilities – Private Warrants		4,619,000			5,673,000
Warrant liabilities – Public Warrants		7,274,000			8,927,000
Total Liabilities		16,726,987			19,353,015

Commitments and Contingencies

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
Additional paid-in capital		7,104,553			9,562,788
Accumulated deficit		(2,105,081	)		(4,563,349	)
Total Stockholders’ Equity		5,000,009			5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	133,384,916		$	133,552,676

Operating costs	$	250,685
Loss from operations		(250,685	)

Other income:
Interest earned on marketable securities held in Trust Account		1,953
Change in fair value of warrants liabilities		2,707,000

Net income	$	2,458,268

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		10,919,966

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

	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

Cash Flows from Operating Activities:
Net income	$	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	)
Changes in operating assets and liabilities:
Prepaid expenses		14,458
Accounts payable and accrued expenses		80,972
Net cash used in operating activities		(155,255	)

Net Change in Cash		(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

	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

Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	132,255,046	$	132,253,093

Liabilities:
Warrant Liability – Public Warrants		1	$	7,274,000		8,927,000
Warrant Liability – Private Placement Warrants		3	$	4,619,000		5,673,000

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	%

	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

No.		Description of Exhibit
31.1*		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
31.2*		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
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 Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	NORTH MOUNTAIN MERGER CORP.

Date: May 24, 2021	By:	/s/ Charles B. Bernicker
	Name:	Charles B. Bernicker
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

Date: May 24, 2021	By:	/s/ Nicholas Dermatas
	Name:	Nicholas Dermatas
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

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