Item 8.01. Other Events.
As previously disclosed, on February 11, 2022, Northern Lights Acquisition
Corp., a Delaware corporation (the "Company") and 5AK, LLC, the Company's
sponsor (the "Sponsor"), entered into a definitive unit purchase agreement (the
"Unit Purchase Agreement") with SHF, LLC d/b/a Safe Harbor Financial, a Colorado
limited liability company (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"), whereby the Company will purchase all of
the issued and outstanding membership interests of the Target from the Seller
(the "Business Combination").
As described in the Company's definitive proxy statement filed with the SEC and
distributed to the stockholders on June 10, 2022 (the "June Proxy Statement"),
the Target and the Seller Parent are party to that certain loan servicing
agreement dated February 11, 2022 (the "Original Loan Servicing Agreement"),
which sets forth the application, underwriting, and approval process for loans
from the Seller Parent to borrowers that are cannabis-related businesses and the
loan servicing and monitoring responsibilities provided by the Target and the
Seller Parent.
On September 21, 2022, the Target and the Seller Parent entered into an amended
and restated loan servicing agreement (the "Amended and Restated Loan Servicing
Agreement") to clarify certain provisions of the Original Loan Servicing
Agreement. In particular, the Amended and Restated Loan Servicing Agreement was
updated to include the procedures to be followed upon the default of a loan to
ensure that neither the Target nor Seller Parent will take title to or
possession of any cannabis-related assets, including real property, that may be
collateral for a loan funded by the Seller Parent pursuant to the Amended and
Restated Loan Servicing Agreement. The parties agreed to certain other
non-substantive updates to the Amended and Restated Loan Servicing Agreement.
The Seller Parent's servicing fee at the annual rate of 0.25% of the
then-outstanding principal balance of each loan funded by the Seller Parent
remains unchanged. In addition, the Target's obligations in the Amended and
Restated Loan Servicing Agreement to indemnify the Seller Parent from all
default-related loan losses (as defined in the Amended and Restated Loan
Servicing Agreement) remain unchanged.
The foregoing description is only a summary of the Amended and Restated Loan
Servicing Agreement and is qualified in its entirety by reference to the full
text of the Amended and Restated Loan Servicing Agreement, which is filed as
Exhibit 99.1 hereto and incorporated by reference herein.
In addition to filing the Amended and Restated Loan Servicing Agreement with
this Current Report of Form 8-K, the Company has also determined to voluntarily
supplement the June Proxy Statement by attaching the Amended and Restated Loan
Servicing Agreement as Annex J thereto; the June Proxy Statement is hereby
supplemented accordingly (and, as supplemented to date, is referred to herein as
the "Amended Proxy Statement").
Additional Information and Where to Find It
The proposed Business Combination involving the Company and the Target was
submitted to the stockholders of the Company for their consideration. The
Company filed the June Proxy Statement with the SEC on June 10, 2022, which was
distributed to the stockholders of the Company in connection with the Company's
solicitation for proxies for the vote by the stockholders of the Company in
connection with the proposed Business Combination and other matters as described
in the June Proxy Statement. Before making any voting decision, the stockholders
of the Company and other interested persons were advised to read the June Proxy
Statement along with all other relevant documents filed with the SEC in
connection with the proposed Business Combination and the Company's solicitation
of proxies for its special meeting of stockholders to be held to approve, among
other things, the proposed Business Combination, because these documents contain
important information about the Company, the Target, and the proposed Business
Combination. The stockholders approved the Business Combination on June 28,
2022. On September 19, 2022, the Company filed a Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission (the "SEC") to supplement
certain sections of the June Proxy Statement, as described in such report.
Stockholders will be able to obtain free copies of the Amended Proxy Statement
as well as other documents filed with the SEC regarding the proposed Business
Combination and other documents filed with the SEC by the Company, without
charge, at the SEC's website located at www.sec.gov or by directing a request to
Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001, New York,
NY, 10022, or by telephone at (615) 554-0044.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. Information about those directors and executive
officers and a description of their interests in the Company is contained in the
Company's 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
Amended Proxy Statement, each of which was filed with the SEC and is available
free of charge at the SEC's web site at www.sec.gov, or by directing a request
to Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001, New York,
NY, 10022.
The Seller, the Seller Parent, the Target, and their respective directors,
managers, and executive officers may also be deemed to be participants in the
solicitation of proxies from the Company's stockholders in connection with the
Business Combination. A list of the names of such parties and information
regarding their interests in the Business Combination may be obtained by reading
the Amended Proxy Statement.
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 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 Business Combination, 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,
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 Amended 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 as extended and the potential failure to obtain an
additional 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
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 prior to closing; (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, 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;
(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.
No Offer or Solicitation
This Current Report on Form 8-K relates to a proposed business combination
between the Company and the Target and does not constitute an offer to sell or
the solicitation of an offer to buy any securities, or a solicitation of any
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1* Amended and Restated Loan Servicing Agreement
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)
* Certain of the exhibits to this exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Company agrees to
furnish supplementally a copy of all omitted exhibits to the SEC
upon its request.
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