| Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
July 19, 2022, Northern Lights Acquisition Corp. (the “Company”) received a written notice (the
“Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”)
indicating that, due to the resignation of Mr. John Burdiga from the Company’s board of directors and audit committee,
effective November 10, 2021, the Company no longer complies with Nasdaq’s independent director and audit committee
requirements as set forth in Listing Rule 5605.
The
Notice has no immediate effect on the listing of the Company’s Class A common stock on Nasdaq. The Company has a cure period
expiring on the earlier of the Company’s next annual shareholders’ meeting or November 10, 2022 to regain compliance
with Listing Rule 5605, and anticipates it will regain compliance with Listing Rule 5605 upon the closing of the Company’s
pending initial business combination following satisfaction of all conditions to closing and the appointment of the post-combination
company’s board of directors, as described in the Company’s definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 10, 2022.
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 status of the Company’s
business combination pursuant to the unit purchase agreement (the “Unit Purchase Agreement”), dated February 11, 2022,
by and among the Company, 5AK, LLC, SHF, LLC d/b/a Safe Harbor Financial (the “Target”), SHF Holding Co., LLC, the
sole member of the Target (the “Seller”), and Partner Colorado Credit Union, the sole member of the Seller (the “Seller
Parent”), 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, the 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 of the proposed business combination, 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, and the dilutive impact of the shares to be issued in connection with the
business combination, the private placement to be completed in conjunction with the business combination, and the terms of the Forward
Purchase Agreement, dated June 16, 2022, by and among the Company, the Target, and Midtown East Management NL LLC; (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.