Item 7.01. Regulation FD Disclosure.
As previously disclosed, on February 11, 2022, Northern Lights Acquisition
Corp., a Delaware corporation (the "Company") and 5AK, LLC, the Company's
sponsor (the "Sponsor"), entered into a definitive unit purchase agreement (the
"Unit Purchase Agreement") with SHF, LLC d/b/a Safe Harbor Financial, a Colorado
limited liability company (the "Target"), SHF Holding Co., LLC, the sole member
of the Target (the "Seller"), Partner Colorado Credit Union, the sole member of
the Seller (the "Seller Parent").
On May 16, 2022, the Company and the Target issued a joint press release
announcing a virtual investor day webcast to be held on May 25, 2022. The press
release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and will not be deemed to be filed for purposes of Section 18 of the Securities
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.
Additional Information and Where to Find It
The proposed business combination involving the Company and the Target will be
submitted to the stockholders of the Company for their consideration. The
Company has filed a preliminary proxy statement on Schedule 14A (the
"Preliminary Proxy Statement") with the U.S. Securities and Exchange Commission
(the "SEC") on April 15, 2022 to be distributed to the stockholders of the
Company in connection with the Company's solicitation for proxies for the vote
by the stockholders of the Company in connection with the proposed business
combination and other matters as described in the Preliminary Proxy Statement.
After the Preliminary Proxy Statement has been cleared for dissemination by the
SEC, the Company will mail a definitive proxy statement (the "Definitive Proxy
Statement") and other relevant documents to its stockholders as of the record
date established for voting on the proposed business combination. Before making
any voting decision, the stockholders of the Company and other interested
persons are advised to read, once available, the Preliminary Proxy Statement and
any amendments thereto and, once available, the Definitive Proxy Statement,
along with all other relevant documents filed or that will be filed with the SEC
in connection with the proposed business combination and the Company's
solicitation of proxies for its special meeting of stockholders to be held to
approve, among other things, the proposed business combination, because these
documents will contain important information about the Company, the Target, and
the proposed business combination. Stockholders will be able to obtain free
copies of the Preliminary or Definitive Proxy Statement, once available, as well
as other documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by the Company, without
charge, at the SEC's website located at www.sec.gov or by directing a request to
Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001, New York,
NY, 10022, or by telephone at (615) 554-0044.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the business combination. Information about those directors and executive
officers and a description of their interests in the Company is contained in the
Company's Registration Statement on Form S-1 filed with the SEC on June 2, 2021
in connection with its initial public offering, its Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the SEC on March 25, 2022, and
the Preliminary Proxy Statement, each of which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov, or by directing a
request to Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001,
New York, NY, 10022.
The Seller, the Seller Parent, the Target, and their respective directors,
managers, and executive officers may also be deemed to be participants in the
solicitation of proxies from the Company's stockholders in connection with the
business combination. A list of the names of such parties and information
regarding their interests in the business combination may be obtained by reading
the Preliminary Proxy Statement and the Definitive Proxy Statement regarding the
business combination when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements identified by
words such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook"
or words of similar meaning. These forward-looking statements include, but are
not limited to, statements with respect to trends in the cannabis industry,
including changes in U.S and state laws, rules, regulations and guidance
relating to the Target's services, the Target's growth prospects and the
Target's market size, the Target's projected financial and operational
performance, including relative to its competitors, new product and service
offerings the Target may introduce in the future, the proposed business
combination, including the implied enterprise value, the expected post-closing
ownership structure and the likelihood and ability of the parties to
successfully consummate the potential transaction, the risk that the proposed
business combination may not be completed in a timely manner or at all, which
may adversely affect the price of the Company's securities, the failure to
satisfy the conditions to the consummation of the proposed business combination,
including the approval of the proposed business combination by the stockholders
of the Company, the effect of the announcement or pendency of the proposed
business combination on the Company's or the Target's business relationships,
performance, and business generally, the outcome of any legal proceedings that
may be instituted against the Company or the Target related to the Unit Purchase
Agreement or the proposed business combination, the ability to maintain the
listing of the Company's securities on the Nasdaq Capital Market, the price of
the Company's securities, including volatility resulting from changes in the
competitive and highly regulated industry in which the Target plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting the Target's business and changes in the combined capital structure,
the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify and realize
additional opportunities, and other statements regarding the Target's and the
Company's expectations, hopes, beliefs, intentions or strategies regarding the
future. Such forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control. Actual results
and the timing of events may differ materially from the results anticipated in
these forward-looking statements.
In addition to factors previously disclosed in the Company's reports filed with
the SEC and the Preliminary Proxy Statement and those identified elsewhere in
this communication, the following factors, among others, could cause actual
results and the timing of events to differ materially from the anticipated
results or other expectations expressed in the forward-looking statements: (i)
the risk that the transactions contemplated by the Unit Purchase Agreement may
not be completed in a timely manner or at all, which may adversely affect the
price of the Company's securities; (ii) the risk that the transactions
contemplated by the Unit Purchase Agreement may not be completed by the
Company's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by the Company; (iii)
the failure to satisfy the conditions to the consummation of the transactions
contemplated by the Unit Purchase Agreement, including the adoption of the Unit
Purchase Agreement by the stockholders of the Company, the satisfaction of the
minimum cash amount following redemptions by the Company's public stockholders
and the receipt of certain governmental and regulatory approvals; (iv) the lack
of a third-party valuation in determining whether or not to pursue the
transactions contemplated by the Unit Purchase Agreement; (v) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Unit Purchase Agreement; (vi) the effect of the announcement or pendency
of the transactions contemplated by the Unit Purchase Agreement on the Target's
business relationships, performance and business generally; (vii) risks that the
transactions contemplated by the Unit Purchase Agreement disrupt current plans
and operations of the Target; (viii) the outcome of any legal proceedings that
may be instituted against the Target or the Company related to the Unit Purchase
Agreement or the transactions contemplated thereby; (ix) the ability to maintain
the listing of the Company's securities on Nasdaq Capital Market; (x) the price
of the Company's securities, including following the Closing, may be volatile
due to a variety of factors, including changes in the competitive and regulated
industries in which the Target operates, variations in performance across
competitors, changes in laws and regulations affecting the Target's business and
changes in the capital structure; (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the transactions
contemplated by the Unit Purchase Agreement, and identify and realize additional
opportunities; (xii) the risk of downturns and the possibility of rapid change
in the highly competitive industry in which the Target operates, and the risk of
changes in applicable law, rules, regulations and regulatory guidance that could
adversely impact the Target's operations; (xiii) the risk that the Target and
its current and future collaborators are unable to successfully develop and
commercialize the Target's products or services, or experience significant
delays in doing so; (xiv) the risk that the Target may not achieve or sustain
profitability; (xv) the risk that the Target will need to raise additional
capital to execute its business plan, which may not be available on acceptable
terms or at all; and (xvi) the risk that the Target experiences difficulties in
managing its growth and expanding operations.
Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in the case of
information about the Company and the Target or the date of such information in
the case of information from persons other than the Company or the Target, and
we disclaim any intention or obligation to update any forward-looking statements
as a result of developments occurring after the date of this communication.
Forecasts and estimates regarding the Target's industry and end markets are
based on sources we believe to be reliable, however there can be no assurance
these forecasts and estimates will prove accurate in whole or in part.
Annualized, pro forma, projected, and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Joint Press Release of Northern Lights Acquisition Corp. and SHF,
LLC d/b/a Safe Harbor Financial dated May 16, 2022
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)
© Edgar Online, source Glimpses
NORN LIGH 