UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.CL20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* North Mountain Merger Corp. |
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
661204107 |
(CUSIP Number)
Mike Bell North Mountain LLC 767 Fifth Avenue, 9th Floor New York, NY 10153 (212) 451-2500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) September 22, 2020 |
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 2 of 12
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1
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NAME OF REPORTING PERSON
North Mountain LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
3,306,250
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8
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SHARED VOTING POWER
|
|
9
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SOLE DISPOSITIVE POWER
3,306,250
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,250
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 3 of 12
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1
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NAME OF REPORTING PERSON
Harbour Reach Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
AF
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
3,306,250
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
3,306,250
|
|
10
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SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,250
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 4 of 12
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1
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NAME OF REPORTING PERSON
Netherton Investments Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
3,306,250
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8
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SHARED VOTING POWER
|
|
9
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SOLE DISPOSITIVE POWER
3,306,250
|
|
10
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SHARED DISPOSITIVE POWER
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,250
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 5 of 12
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1
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NAME OF REPORTING PERSON
Netherton Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
3,306,250
|
8
|
SHARED VOTING POWER
|
|
9
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SOLE DISPOSITIVE POWER
3,306,250
|
|
10
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SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,250
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 6 of 12
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1
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NAME OF REPORTING PERSON
BlueCrest Capital Management Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
1,138,500
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8
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SHARED VOTING POWER
|
|
9
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SOLE DISPOSITIVE POWER
1,138,500
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|
10
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SHARED DISPOSITIVE POWER
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,500
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 7 of 12
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1
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NAME OF REPORTING PERSON
Michael E. Platt
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
4,444,750
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8
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SHARED VOTING POWER
|
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9
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SOLE DISPOSITIVE POWER
4,444,750
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,444,750
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|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 8 of 12
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 9 of 12
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i. |
North Mountain LLC, Harbour Reach Holdings LLC, Netherton Investments Limited and Netherton Holdings Limited
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ii. |
BlueCrest Capital Management Limited
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iii. |
Michael E. Platt
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 10 of 12
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 11 of 12
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Exhibit Number
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Description of Exhibits
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1
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2
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3
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4
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5
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6
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CUSIP No. 661204107
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SCHEDULE 13D
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Page 12 of 12
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NORTH MOUNTAIN LLC
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By: | Harbour Reach Holdings LLC, its Managing Member | |||
By: |
Netherton Investments Limited, its Managing Member
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
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Title: | Director | |||
HARBOUR REACH HOLDINGS LLC | ||||
By: |
Netherton Investments Limited, its Managing Member
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
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Title: | Director | |||
NETHERTON INVESTMENTS LIMITED | ||||
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
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Title: | Director | |||
NETHERTON HOLDINGS LIMITED | ||||
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
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Title: | Director | |||
BLUECREST CAPITAL MANAGEMENT LIMITED | ||||
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By:
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/s/ Robert Heaselgrave | ||
Name: | Robert Heaselgrave | |||
Title: | Director | |||
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/s/ Steven Pariente
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Steven Pariente, Attorney-In-Fact for Michael E. Platt
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NORTH MOUNTAIN LLC
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By: | Harbour Reach Holdings LLC, its Managing Member | |||
By: |
Netherton Investments Limited, its Managing Member
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|||
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
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Title: | Director | |||
HARBOUR REACH HOLDINGS LLC | ||||
By: |
Netherton Investments Limited, its Managing Member
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|||
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
|||
Title: | Director | |||
NETHERTON INVESTMENTS LIMITED | ||||
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
|||
Title: | Director | |||
NETHERTON HOLDINGS LIMITED | ||||
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By:
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/s/ Mike Bell |
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Name: | Mike Bell |
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Title: | Director | |||
BLUECREST CAPITAL MANAGEMENT LIMITED | ||||
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By:
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/s/ Robert Heaselgrave | ||
Name: | Robert Heaselgrave | |||
Title: | Director | |||
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/s/ Steven Pariente
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|||
Steven Pariente, Attorney-In-Fact for Michael E. Platt
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