CUSIP No.66538L105
1
Names of Reporting Persons
Midtown East Management NL LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,599,496
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,599,496
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,599,496
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
13.3%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.66538L105
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,599,496
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,599,496
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,599,496
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
13.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.66538L105
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,599,496
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,599,496
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,599,496
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
13.3%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Northern Lights Acquisition Corp.
Item 1(b). Address of Issuers Principal Executive Offices:
10 East 53rd Street, Suite 3001, New York, New York 10022
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Midtown East Management NL LLC (Midtown);
ii. Atalaya Special Purpose Investment Fund II LP (ASPIF II); and
iii. Atalaya Capital Management LP (ACM).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Midtown,
ASPIF II, and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020.
Item 2(c). Citizenship:
Midtown is a Delaware limited liability company. Each of ASPIF II and
ACM is a Delaware limited partnership.
Item 2(d). Title and Class of Securities:
Class A Common Stock, $0.0001 par value per share (the Shares)
Item 2(e). CUSIP Number:
66538L105
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, each of ACM and ASPIF II may be deemed the
beneficial owner of 1,599,496 Shares, which amount includes 1,599,496 Shares
held of record by Midtown.
Item 4(b). Percent of Class:
As of the date hereof, each of ACM and ASPIF II may be deemed the
beneficial owner of approximately 13.3% of Shares outstanding, which amount
includes the 13.3% of Shares held of record by Midtown. These percentages are
based on 12,028,175 Shares outstanding as reported in the Issuers Form 10-Q
filed with the Securities and Exchange Commission on May 16, 2022.
Item 4(c). Number of shares as to which such person has:
Midtown:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,599,496
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,599,496
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,599,496
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,599,496
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,599,496
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,599,496
The Shares are directly held by Midtown. ASPIF II is the sole member of
Midtown. As ASPIF II and Midtowns investment manager, ACM has the power to vote
and direct the disposition of all Shares held by ASPIF II and Midtown. This
report shall not be deemed an admission that ACM, ASPIF II, Midtown, or any
other person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Midtown East Management NL LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
June 30, 2022
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence
of the representatives authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to shares of Class A Common Stock of Northern Lights Acquisition Corp.,
filed June 30, 2022 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Midtown East Management NL LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
June 30, 2022
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