NEW
YORK, June 30, 2022 /PRNewswire/ -- Northern
Lights Acquisition Corp. (the "Company") (Nasdaq: NLIT), a special
purpose acquisition company, announced that it has amended that
certain unit purchase agreement (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 (the "Target"), SHF Holding Co., LLC, a
Colorado limited liability company
and the sole member of the Target (the "Seller"), and Partner
Colorado Credit Union, a Colorado
corporation and the sole member of the Seller, to extend the date
by which the transactions contemplated thereby (the "Business
Combination") had to be consummated from June 30, 2022 (the "Outside Date") until
July 29, 2022, with the ability for
the deadline to be extended through August
31, 2022. The extension of the Outside Date will provide the
Company with additional time to complete the Business Combination
as it awaits regulatory approval.
The Business Combination was approved by the Company's
stockholders at the special meeting of stockholders held on
June 28, 2022. Stockholders who
previously submitted redemption requests in connection with the
closing of the Business Combination may request that such
redemption requests be reversed by contacting the Company's
transfer agent, Continental Stock Transfer & Trust Company. To
the extent there are any material changes to the Business
Combination as approved by the Company's stockholders, the Company
will resolicit proxies.
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, including the
approval of the proposed business combination by the stockholders
of Northern Lights; (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 a definitive proxy
statement on Schedule 14A (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; Northern Lights Acquisition
Corp.