NORTH MOUNTAIN MERGER CORP. Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On
Pursuant to the terms of the Merger Agreement, a business combination between
North Mountain and Corcentric will be effected through (a) the merger of Merger
Sub I with and into Corcentric (the "Initial Merger"), with Corcentric surviving
the Initial Merger as a wholly owned subsidiary of North Mountain (Corcentric,
in its capacity as the surviving corporation of the Initial Merger, is sometimes
referred to as the "
At the effective time of the Initial Merger (the "Effective Time"):
(a) each share of Corcentric common stock, par value$0.001 per share (the "Corcentric Common Stock") will be converted into the right to receive (i) the Per Share Stock Consideration (as defined in the Merger Agreement), (ii) any cash payable in lieu of fractional shares pursuant to the terms of the Merger Agreement and (iii) the contingent right to receive a number of shares of North Mountain's Class A common stock, par value$0.0001 per share (the "North Mountain Common Stock"), following the Closing (as defined below) as further described below (such shares, the "Earnout Shares") in accordance with the terms of the Merger Agreement; (b) each share of Corcentric Series A preferred stock, par value$0.001 per share (the "Corcentric Preferred Stock") (other than the Cash Consideration Shares (as defined below)) will be converted into the right to receive (i) (A) the Per Share Stock Consideration, multiplied by (B) the number of shares of Corcentric Common Stock that such share of Corcentric Preferred Stock would be converted into if converted in accordance with the terms of Corcentric's certificate of incorporation immediately prior to the Effective Time, (ii) any cash payable in lieu of fractional shares pursuant to the terms of the Merger Agreement and (iii) the contingent right to receive a number of Earnout Shares following the Closing in accordance with the terms of the Merger Agreement; (c) each share of Corcentric Preferred Stock expressly identified as receiving merger consideration in the form of cash pursuant to the terms of the Merger Agreement (each such share of Corcentric Preferred Stock, a "Cash Consideration Share") will be converted into the right to receive an amount of cash, without interest, equal to the product of (A) the Per Share Merger Consideration Value (as defined in the Merger Agreement), multiplied by (B) the number of shares of Corcentric Common Stock that such shares of Corcentric Preferred Stock would be converted into if converted in accordance with the terms of Corcentric's certificate of incorporation immediately prior to the Effective Time (with the aggregate amount of cash payable in respect of the Cash Consideration Shares not to exceed$120,000,000 ); 1
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(d) each vested Corcentric stock option, to the extent then outstanding and
unexercised, will automatically be cancelled, and the holder will be
entitled to receive in respect of such cancelled vested Corcentric stock
option (i) a number of shares of North Mountain Common Stock equal to the
quotient obtained by dividing (A) the result of (1) the product of (x) the
number of shares of Corcentric Common Stock subject to such vested
Corcentric stock option immediately prior to the Effective Time, multiplied
by (y) the excess, if any, of (a) the Per Share Merger Consideration Value,
over (b) the per share exercise price for the shares of Corcentric Common
Stock subject to such vested Corcentric stock option immediately prior to
the Effective Time, minus (2) the applicable withholding taxes payable in
respect of such cancelled vested Corcentric stock option, by (B) ten dollars
($10 ) and (ii) the contingent right to receive a number of Earnout Shares
following the Closing in accordance with the terms of the Merger Agreement;
(e) each unvested Corcentric stock option, to the extent then outstanding and
unexercised, will automatically be converted into an option to acquire, on
the same terms and conditions as were applicable to such unvested Corcentric
stock option immediately prior to the Effective Time, including applicable
vesting conditions, a number of shares of North Mountain Common Stock
determined in accordance with the terms of the Merger Agreement (after such
conversion, each a "Rollover Option"), and the contingent right to receive a
number of Earnout Shares following the Closing in accordance with the terms
of the Merger Agreement; and
(f) each share of Corcentric restricted stock, to the extent then unvested and
outstanding, will automatically be converted into the number of shares of
restricted North Mountain Common Stock, subject to the same terms and
conditions as were applicable to such Corcentric restricted stock
immediately prior to the Effective Time, including applicable vesting
conditions, determined in accordance with the terms of the Merger Agreement
(after such conversion, the "Rollover Restricted Stock"), and the contingent
right to receive a number of Earnout Shares following the Closing in
accordance with the terms of the Merger Agreement.
At the effective time of the Subsequent Merger (the "Second Effective Time"), by
virtue of the Subsequent Merger and without any action on the part of any holder
thereof, each share of common stock, par value
Item 3.02 Unregistered Sales of
The information set forth above in Item 1.01 of this Report under the heading "Subscription Agreements" is incorporated by reference herein. The sale of the shares of Common Stock and warrants to be sold pursuant to the Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that North Mountain and Corcentric have prepared for use in connection with the announcement of the Business Combination.
On
The foregoing (including Exhibits 99.1 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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FORWARD-LOOKING STATEMENTS
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business
Combination, the estimated or anticipated future results and benefits of the
combined company following the Business Combination including the likelihood and
ability of the parties to successfully consummate the Business Combination,
future opportunities for the combined company, and other statements that are not
historical facts. These statements are based on the current expectations of
North Mountain's and Corcentric's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on, by
any investor as a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of North Mountain and Corcentric. These
statements are subject to a number of risks and uncertainties regarding
Corcentric's businesses and the Business Combination, and actual results may
differ materially. These risks and uncertainties include, but are not limited
to, ability to meet the closing conditions to the Business Combination,
including approval by stockholders of North Mountain and Corcentric on the
expected terms and schedule and the risk that regulatory approvals required for
the Business Combination are not obtained or are obtained subject to conditions
that are not anticipated; delay in closing the Business Combination; failure to
realize the benefits expected from the proposed Business Combination; a decline
in the price of our securities following the Business Combination if it fails to
meet the expectations of investors or securities analysts; the amount of
redemption requests made by North Mountain's public stockholders; the ability of
North Mountain or the combined company to issue equity or equity-linked
securities in connection with the Business Combination or in the future; the
effects of pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the proposed Business
Combination; business disruption following the Business Combination; risks
related to the impact of the COVID-19 pandemic on the financial condition and
results of operations of North Mountain and Corcentric; risks related to North
Mountain's or Corcentric's indebtedness; other consequences associated with
mergers, acquisitions and divestitures and legislative and regulatory actions
and reforms; Corcentric's ability to maintain its current rate of growth;
adjusting Corcentric's cost structure to quickly reflect changes in revenues;
maintenance and renewal of customer contracts and subscriptions; competition in
the software and payments solutions industries; Corcentric's ability to raise
additional capital; reliance on Corcentric's relationships with service
providers and suppliers; the successful integration of potential targets,
products, or technologies; Corcentric's ability to improve its operational,
financial, and management controls; Corcentric's failure to offer high-quality
customer support; Corcentric's ability to maintain its revenues and margins
while offering discounts for its private commerce network buyers and suppliers;
Corcentric's failure to maintain and enhance awareness of its brand;
Corcentric's failure to maintain contracts with private commerce network
solutions buyers and suppliers; increased costs associated with being a public
company; the unpredictable sales cycles of Corcentric's end markets; risks
associated with Corcentric's brokerage activities as sellers of capital
equipment; cybersecurity incidents; ability to prevent fraudulent activities by
Corcentric's customers, employees or other third parties; potential
interruptions or delays in third party services; protection of proprietary
rights; intellectual property infringement, data protection, and other losses;
compliance with federal, state, and local laws as well as statutory and
regulatory requirements; risks of implementing controls and procedures required
for public companies following the Business Combination; and the ability of
Corcentric or the combined company to issue equity or equity-linked securities
with the proposed business combination or in the future; and those factors
discussed in
If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that North Mountain or Corcentric presently do not know or that North Mountain or Corcentric currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide North Mountain's and Corcentric's expectations, plans or forecasts of future events and views as of the date of this communication. North Mountain and Corcentric anticipate that subsequent events and developments will cause their assessments to change. However, while North Mountain or Corcentric may elect to update these forward-looking statements at some point in the future, North Mountain and Corcentric specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing North Mountain's or Corcentric's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the contemplated Business Combination, North Mountain intends
to file a registration statement on Form S-4 (the "Registration Statement") with
the
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PARTICIPANTS IN THE SOLICITATION
North Mountain, North Mountain's sponsor and Corcentric and certain of their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of North Mountain, in
connection with the proposed Business Combination. Information regarding North
Mountain's directors and executive officers is contained in
NO OFFER OR SOLICITATION
This communication is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1* Agreement and Plan of Merger dated as ofDecember 9, 2021 , by and amongNorth Mountain Merger Corp. ,North Mountain Merger Sub Inc. ,North Mountain Merger Sub II, LLC andCorcentric, Inc. 10.1 Form of Subscription Agreement (incorporated by reference to Exhibit A to Exhibit 2.1 filed herewith) 10.2 Form of Support Agreement (incorporated by reference to Exhibit B to Exhibit 2.1 filed herewith) 10.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit C to Exhibit 2.1 filed herewith) 10.4 Form of Lock-Up Agreement (incorporated by reference to Exhibit D to Exhibit 2.1 filed herewith) 10.5 Form of Share Vesting and Warrant Surrender Agreement (incorporated by reference to Exhibit E to Exhibit 2.1 filed herewith) 99.1 Press Release issued by North Mountain and Corcentric onDecember 10, 2021 . 99.2 Investor Presentation of North Mountain and Corcentric, datedDecember 2021 . 99.3 Script from Conference Call to be held by North Mountain onDecember 10, 2021 .
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* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). North Mountain agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and
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