Filed Pursuant to Rule 424(B)(4)
Registration No. 333-246328
PROSPECTUS
$115,000,000
North Mountain Merger Corp.
11,500,000 Units
North Mountain Merger Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering (the “warrant exercise date”), and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation (the “warrant expiration date”), as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants either for cash once the warrants become exercisable or for shares of our Class A common stock commencing 90 days after the warrants become exercisable. We have also granted the underwriter a 45-day option to purchase up to an additional 1,725,000 units to cover over-allotments, if any.
We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per share price, payable in cash, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering (such period, the “completion window”), we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn to fund our regulatory compliance costs and to pay our taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein.
Our sponsor, North Mountain LLC, has subscribed to purchase an aggregate of 3,800,000 warrants (or 4,145,000 warrants if the underwriter’s option to purchase additional units is exercised in full) at a price of $1.00 per warrant ($3,800,000 in the aggregate, or $4,145,000 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering (the “Private Placement”). Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as described in this prospectus.
Our sponsor currently holds 3,306,250 shares of Class B common stock (up to 431,250 of which are subject to forfeiture depending on the extent to which the underwriter’s option to purchase additional units is exercised). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. Holders of our Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.
Millais Limited, the indirect majority owner of our sponsor, will purchase 1,138,500 units in this offering at the public offering price. The underwriter will not receive any underwriting discount or commissions on such units.
Prior to this offering, there has been no public market for our units, Class A common stock or warrants. We have been approved to list our units on the Nasdaq Capital Market (“Nasdaq”), under the symbol “NMMCU” on or promptly after the date of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus, subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants will be listed on the Nasdaq under the symbols “NMMC” and “NMMCW,” respectively.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. Please see “Risk Factors” on page
31. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Per Unit | | | $10.00 | | | $115,000,000 |
Underwriting Discounts and Commissions(1)(2) | | | $0.55 | | | $6,325,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $108,675,000 |
(1)
| Includes $0.35 per unit, or $4,025,000 (or up to $4,628,750 if the underwriter’s option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also “Underwriting” for a description of compensation and other items of value payable to the underwriter. |
(2)
| The underwriter will not receive any underwriting discounts or commissions on units purchased by Millais Limited, the indirect majority owner of our sponsor. |
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $115.0 million, or $132.3 million if the underwriter’s option to purchase additional units is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.
The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units will be made on or about September 21, 2020.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Citigroup
The date of this prospectus is September 18, 2020