Northern Lights Acquisition Corp. Announces Second Amendment of Unit Purchase Agreement


The amendment further reduces the initial cash payment to the seller and the business combination is expected to close September 28, 2022 After official approval

NEW YORK, September 23, 2022 /PRNewswire/ — Northern Lights Acquisition Corp. (the “Company”) (Nasdaq: NLIT), a special purpose acquisition company, announced that it has entered into a second amendment to its Unit Purchase Agreement (as amended, the “Unit Purchase Agreement”), dated February 11, 2022by and between 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 sole member of Safe Harbor (the “Vendor”), and affiliates Colorado Credit Union, a Colorado Corporation and the sole member of the seller to provide for the forbearance of all 50 million dollars (the “Deferred Cash Payment”) of 70 million dollars to which the seller is entitled upon completion of the business combination. The increased deferral of the deferred cash payment will provide the Company with additional cash to support its post-closing activities.

The Company also announced certain expected updates to the terms of its PIPE offering to be completed concurrently with the closing of the business combination. For more information, see the Company’s most recent report on Form 8-K, filed today with the US Securities and Exchange Commission (the “SEC”).

About Northern Lights Acquisition Corp.

Northern Lights is a blank check corporation formed for the purpose of effecting a merger, amalgamation, stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more companies. For more information, see https://northernlightsacquisitioncorp.com/home/default.aspx.

About Safe Harbor

Safe Harbor is one of the first service providers to offer reliable access to banking solutions for cannabis, hemp, CBD and sideline operators to make communities safer, fuel growth in local economies and foster long-term partnerships. Safe Harbor, through its partners, serves the regulated cannabis industry and implements the highest standards of accountability, transparency, monitoring, reporting, and risk mitigation measures while meeting BSA obligations under the FinCEN Guidance on CRBs. For the past seven years, Safe Harbor (including its predecessor) has helped place over 12 billion dollars on deposit transactions for customers with operations in 20 states with regulated cannabis markets. For more information, visit www.shfinancial.org.

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may include, among other things, statements regarding (i) trends in the cannabis industry, including changes in U.S. and state laws, rules, regulations and guidelines relating to the Safe Harbor Services; (ii) Safe Harbor’s growth prospects and Safe Harbor market size; (iii) Safe Harbor’s projected financial and operational performance, including as compared to its competitors; (iv) new product and service offerings that Safe Harbor may introduce in the future; (v) 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 complete the potential transaction; (vi) the risk that the proposed business combination may not be completed in a timely manner or at all, whether due to recent volatility in capital markets or otherwise, which may adversely affect the price of Northern Lights’ securities; (vii) failure to satisfy the consummation conditions of the proposed business combination; (viii) the impact of the announcement or pending contemplated business combination on Northern Lights’ or Safe Harbor’s relationships, performance and business generally; (ix) the outcome of any legal proceedings that may be instituted against Northern Lights or Safe Harbor in connection with the Definitive Share Purchase Agreement or the proposed business combination; (x) the ability to maintain a listing of Northern Lights’ securities on the Nasdaq Capital Market; (xi) the price of Northern Lights’ securities, including volatility resulting from changes in the highly competitive and highly regulated industry in which Safe Harbor seeks to operate, variations in performance among competitors, changes in laws and regulations affecting the business of Safe Harbor and changes in the combined capital structure; (xii) the ability to implement business plans, forecasts and other expectations after the closing of the proposed business combination and to identify and realize additional opportunities; and (xiii) other statements regarding Safe Harbor’s and Northern Lights’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, all statements relating to forecasts, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “predict”, “may”, “could”, “plan”, “possible” Potential”, “forecast”, “forecast”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, forecasts and other statements about future events that are based on current expectations and assumptions and are therefore subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Northern Lights’ Registration Statement on Form S-1, the proxy statement relating to the proposed business combination, filed in preliminary form by Northern Lights with the SEC , other documents filed with the SEC by Northern Lights from time to time and any risk factors provided to you in connection with Northern Lights, Safe Harbor and the Transaction. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond Safe Harbor and Northern Lights’ control) and other assumptions that could cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements .

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Additional information about the business combination and where to find it

The proposed business combination between Northern Lights and Safe Harbor has been submitted to Northern Lights stockholders for consideration. Northern Lights filed the proxy statement with the SEC June 10, 2022, which was distributed to Northern Lights shareholders in connection with Northern Lights’ request for proxy voting by Northern Lights shareholders in connection with the proposed business combination and other matters described in the proxy statement. Prior to making a voting decision, Northern Lights stockholders and other interested persons are advised to read the proxy statement along with all other relevant documents filed with the SEC in connection with the proposed business combination and the Northern Lights solicitation of proxies at the stockholders’ meeting to be held, among other things, to approve the proposed business combination, as these documents contained important information about Northern Lights, Safe Harbor and the proposed business combination. Shareholders approved the business combination on June 28, 2022. Stockholders may obtain copies of the proxy statement and other documents filed with the SEC relating to the proposed business combination and other documents filed by Northern Lights with the SEC at the SEC’s website at www.sec.gov or, free of charge, by submitting a request to Northern Lights Acquisition Corporation, 10 East 53rd Street, Suite 3001, New York, NY10022, or by calling (615) 554-0044.

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No offer or solicitation

This press release relates to a proposed business combination between Northern Lights and Safe Harbor and does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of voting or approval, nor is there any sale of any securities in any Jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

participants in the tender

Northern Lights and Safe Harbor and certain of their respective directors and officers may be considered participants in the solicitation of proxies from Northern Lights stockholders for approval of the business combination under SEC rules. Information regarding the directors and officers of Northern Lights and their ownership of Northern Lights Class B common stock is also contained in Northern Lights’ Registration Statement on Form S-1 filed with the SEC June 2, 2021 its Annual Report on Form 10-K for the current year in connection with its IPO December 31, 2021 filed with the SEC on March 25, 2022, the proxy statement and other documents subsequently filed with the SEC by Northern Lights. Information about Safe Harbor’s directors and officers, as well as information about the interests of others who may be considered participants in the transaction, can be found in the Proxy Statement regarding the business combination. Free copies of this document can be obtained as described above.

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SOURCE Safe Harbor Financial



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