8-A12B 1 nc10002639x1_8a12b.htm FORM 8-A12B
As filed with the Securities and Exchange Commission on June 18, 2019

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


SOUTH MOUNTAIN MERGER CORP.
(Exact Name of Registrant as specified in its charter)


Delaware
  
87-3780685
(State or other Jurisdiction of Incorporation)
  
(I.R.S. Employer Identification No.)
 
  
 
767 Fifth Avenue, 9th Floor
New York, NY
  
10153
(Address of principal executive office)
   (Zip Code)
     
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class to be so registered
  
Name of each exchange on which each class is to be registered
Units, each consisting of one share of Class A common stock and half a Warrant
  
Nasdaq
     
Class A common stock, par value $0.0001 per share
  
Nasdaq
     
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
  
Nasdaq


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
 
Securities Act registration statement file number to which this form relates (if applicable): 333-231881
 
Securities to be registered pursuant to Section 12(g) of the Act: None.


Item 1. Description of Registrant’s Securities to be Registered.
 
The securities to be registered hereby are units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of South Mountain Merger Corp. (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-231881), originally filed with the Securities and Exchange Commission on May 31, 2019, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
 
Item 2. Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference.
 
Exhibit
Number
 
Description
 
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
 
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)
10.4
  Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231881), filed with the Securities and Exchange Commission on May 31, 2019)


SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
SOUTH MOUNTAIN MERGER CORP.
 
 
 
By:
  /s/ Charles B. Bernicker
 
Name:
Charles B. Bernicker
 
Title:
Chief Executive Officer
 
Date: June 18, 2019