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.
© Edgar Online, source Glimpses