Amendment Further Reduces Initial Cash Payment
to the Seller and Business Combination is Expected to Close by
September 28, 2022 Upon Regulatory
Approval
NEW
YORK, Sept. 23, 2022 /PRNewswire/ -- Northern
Lights Acquisition Corp. (the "Company") (Nasdaq: NLIT), a special
purpose acquisition company, announced that it has entered into a
second amendment to its Unit Purchase Agreement (as amended, the
"Unit Purchase Agreement"), dated February
11, 2022, by and among the Company, 5AK, LLC, the Company's
sponsor, SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company ("Safe
Harbor"), SHF Holding Co., LLC, a Colorado limited liability company and the
sole member of Safe Harbor (the "Seller"), and Partner Colorado
Credit Union, a Colorado
corporation and the sole member of the Seller, to provide for the
deferral of a total of $50 million
(the "Deferred Cash Consideration") of the $70 million due to the Seller at the closing of
the Business Combination. The increased deferral of the Deferred
Cash Consideration will provide the Company with additional cash to
support its post-closing activities.
The Company also announced certain expected updates to the terms
of its PIPE offering to close concurrently with the closing of the
Business Combination. For further reference, please see the
Company's Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission (the "SEC") today.
About Northern Lights Acquisition
Corp.
Northern Lights is a blank check company formed for the purpose
of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization, or similar business
combination with one or more businesses. For more information,
visit
https://northernlightsacquisitioncorp.com/home/default.aspx.
About Safe Harbor
Safe Harbor is one of the first service providers to offer
reliable access to banking solutions for cannabis, hemp, CBD, and
ancillary operators, making communities safer, driving growth in
local economies, and fostering long-term partnerships. Safe Harbor,
through its partners, serves the regulated cannabis industry and
implements the highest standard of accountability, transparency,
monitoring, reporting, and risk mitigation measures while meeting
BSA obligations in line with FinCEN guidance on CRBs. Over the past
seven years, Safe Harbor (including its predecessor) has assisted
with the placement of over $12
billion in deposit transactions for customers with
operations spanning 20 states with regulated cannabis markets. For
more information, visit www.shfinancial.org.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements contained in this press release constitute
"forward-looking statements" within the meaning of federal
securities laws. Forward-looking statements may include, but are
not limited to, statements with respect to (i) trends in the
cannabis industry, including changes in U.S and state laws, rules,
regulations and guidance relating to Safe Harbor's services; (ii)
Safe Harbor's growth prospects and Safe Harbor's market size; (iii)
Safe Harbor's projected financial and operational performance,
including relative to its competitors; (iv) new product and service
offerings Safe Harbor may introduce in the future; (v) 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; (vi) the risk that the proposed business combination
may not be completed in a timely manner or at all, whether as a
result of recent volatility in the capital markets or otherwise,
which may adversely affect the price of Northern Lights'
securities; (vii) the failure to satisfy the conditions to the
consummation of the proposed business combination; (viii) the
effect of the announcement or pendency of the proposed business
combination on Northern Lights' or Safe Harbor's business
relationships, performance, and business generally; (ix) the
outcome of any legal proceedings that may be instituted against
Northern Lights or Safe Harbor related to the definitive unit
purchase agreement or the proposed business combination; (x) the
ability to maintain the listing of Northern Lights' securities on
the Nasdaq Capital Market; (xi) the price of Northern Lights'
securities, including volatility resulting from changes in the
competitive and highly regulated industry in which Safe Harbor
plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Safe Harbor's business
and changes in the combined capital structure; (xii) 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 (xiii) other statements
regarding Safe Harbor's and Northern Lights' expectations, hopes,
beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intends," "outlook," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would,"
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject, are subject to risks and uncertainties. You should
carefully consider the risks and uncertainties described in the
"Risk Factors" section of Northern Lights' registration statement
on Form S-1, the proxy statement relating to the proposed business
combination, which has been filed in preliminary form by Northern
Lights with the SEC, other documents filed by Northern Lights from
time to time with SEC, and any risk factors made available to you
in connection with Northern Lights, Safe Harbor, and the
transaction. These forward-looking statements involve a number of
risks and uncertainties (some of which are beyond the control of
Safe Harbor and Northern Lights), and other assumptions, that may
cause the actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements.
Additional Information about the
Business Combination and Where to Find It
The proposed business combination involving Northern Lights and
Safe Harbor was submitted to the stockholders of Northern Lights
for their consideration. Northern Lights filed the Proxy Statement
with the SEC on June 10, 2022, which
was distributed to the stockholders of Northern Lights in
connection with Northern Lights' solicitation for proxies for the
vote by the stockholders of Northern Lights connection with the
proposed business combination and other matters as described in the
Proxy Statement. Before making any voting decision, the
stockholders of Northern Lights and other interested persons were
advised to read the Proxy Statement, along with all other relevant
documents filed with the SEC in connection with the proposed
business combination and Northern Lights' solicitation of proxies
for its special meeting of stockholders to be held to approve,
among other things, the proposed business combination, because
these documents contained important information about Northern
Lights, Safe Harbor, and the proposed business combination. The
stockholders approved the Business Combination on June 28, 2022. Stockholders may obtain free
copies of the Proxy Statement, as well as other documents filed
with the SEC regarding the proposed business combination and other
documents filed with the SEC by Northern Lights, without charge, at
the SEC's website located at www.sec.gov or by directing a request
to Northern Lights Acquisition Corporation, 10 East 53rd Street,
Suite 3001, New York, NY, 10022,
or by telephone at (615) 554-0044.
No Offer or Solicitation
This press release relates to a proposed business combination
between Northern Lights and Safe Harbor and does not constitute an
offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
Participants in the
Solicitation
Northern Lights and Safe Harbor, and certain of their respective
directors and executive officers, under the rules of the SEC, may
be deemed to be participants in the solicitation of proxies from
Northern Lights' stockholders in favor of the approval of the
business combination. Information about the directors and officers
of Northern Lights and their ownership of Northern Lights Class B
common stock can also be found in Northern Lights' 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, the Proxy
Statement, and other documents subsequently filed by Northern
Lights with the SEC. Information about the directors and executive
officers of Safe Harbor, as well as information regarding the
interests of other persons who may be deemed participants in the
transaction, may be obtained by reading the Proxy Statement
regarding the business combination. Free copies of this document
may be obtained as described above.
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SOURCE Safe Harbor Financial