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Northern Lights Acquisition Corp., a special purpose acquisition company, announced that it has amended that certain 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 (i) extend the date by which the transactions contemplated thereby (the “Business Combination”) had to be consummated from August 31, 2022 (the “Outside Date”) until September 28, 2022 and (ii) provide for the deferral of $30 million (the “Deferred Cash Consideration”) of the $70 million due to the Seller at the closing of the Business Combination. The extension of the Outside Date will provide the Company with additional time to complete the Business Combination as it awaits regulatory approval, and the deferral of the Deferred Cash Consideration will provide the Company with additional cash to support its post-closing activities.
The Company also announced that it has supplemented its definitive proxy statement on Schedule 14A (as supplemented, the “Proxy Statement”), which Proxy Statement was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2022 in connection with the Business Combination.
Although the Business Combination was approved by the Company’s stockholders at the special meeting of stockholders held on June 28, 2022, the Company has determined to voluntarily supplement the Proxy Statement with certain supplemental disclosures (the “Supplemental Disclosures”) to clarify certain aspects of the business of Safe Harbor in response to requests made by the Listing Qualifications Staff of the Nasdaq Stock Market as part of the Listing Qualifications Staff’s review of the Company’s listing application filed in connection with the Business Combination.
In connection with the Supplemental Disclosures, the Company will allow its public stockholders to request that the Company redeem their shares of Class A Common Stock for cash in accordance with the Company’s Amended and Restated Certificate of Incorporation and the procedures set forth in the Proxy Statement and the Current Report on Form 8-K to be filed with the SEC in connection with the Supplemental Disclosures.
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.
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.
