North Mountain Merger Corp. (NASDAQ: NMMC) (“North Mountain” or the
“Company”), a publicly-traded special purpose acquisition company,
today announced that it will redeem all of its outstanding shares
of Class A common stock, par value $0.0001 (the “public shares”),
effective as of the close of business on September 30, 2022,
because North Mountain will not consummate an initial business
combination within the time period required by its Amended and
Restated Certificate of Incorporation (the “Certificate of
Incorporation”).
As stated in the Company’s registration
statement on Form S-1, effective as of September 17, 2020, and in
the Company’s Certificate of Incorporation, if the Company is
unable to complete an initial business combination within 24 months
of the closing of the Company’s initial public offering, or
September 22, 2022, the Company will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the
public shares in consideration of a per share price, payable in
cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the trust account (net of amounts
withdrawn by the Company to pay its taxes and less up to $100,000
of such net interest to pay dissolution expenses), including
interest, by (B) the total number of then outstanding public
shares, which redemption will completely extinguish rights of the
holders of the public shares (including the right to receive
further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders
and the board of directors of the Company in accordance with
applicable law, dissolve and liquidate, subject in each case to the
Company’s obligations under the General Corporation Law of the
State of Delaware, as amended from time to time, to provide for
claims of creditors and other requirements of applicable law.
The per-share redemption price for the public
shares will be approximately $10.00 (the “Redemption Amount”). The
balance of the trust account as of June 30, 2022 was approximately
$132,443,616, which includes approximately $193,616 in interest and
dividend income (excess of cash over $132,250,000, the funds
deposited into the trust account). In accordance with the terms of
the related trust agreement, the Company expects to retain up to
$100,000 of the interest and dividend income from the trust account
to pay dissolution expenses. Accordingly, there is expected to be a
total of $132,343,616 available for redemption of the 13,225,000
public shares outstanding, which results in a redemption price of
approximately $10.00 per share.
As of the close of business on September 30,
2022, the public shares will be deemed cancelled and will represent
only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the
holders of the public shares upon presentation of their respective
stock or unit certificates or other delivery of their shares or
units to the Company’s transfer agent, Continental Stock Transfer
& Trust Company. Beneficial owners of public shares held in
“street name,” however, will not need to take any action in order
to receive the Redemption Amount.
There will be no redemption rights or
liquidating distributions with respect to the Company’s warrants,
which will expire worthless.
The Company’s sponsor has waived its redemption
rights with respect to the outstanding founder shares and private
placement shares. After September 30, 2022, the Company shall cease
all operations except for those required to wind up the Company’s
business.
The Company expects that Nasdaq will file a Form
25 with the United States Securities and Exchange Commission (the
“Commission”) to delist its securities. The Company thereafter
expects to file a Form 15 with the Commission to terminate the
registration of its securities under the Securities Exchange Act of
1934, as amended.
About North Mountain Merger Corp.
North Mountain Merger Corp. is a special purpose acquisition
company (or SPAC) which raised $132.25 million in its IPO in
September 2020 and is listed on the Nasdaq Capital Market (NASDAQ:
NMMC). North Mountain Merger Corp. was founded to pursue an initial
business combination, with a specific focus on businesses in the
financial technology segment of the broader financial services
industry. For more information, please visit
www.northmountainmerger.com.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of North Mountain may include,
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and
related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to us or our management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the Securities and Exchange
Commission (“SEC”). All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the
Risk Factors section of the Company’s registration statement and
prospectus for the Company’s initial public offering filed with the
SEC. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Company Contact:Charles B.
Bernickerhttps://northmountainmerger.com(646) 446-2700
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