Filed
by SHF, LLC d/b/a Safe Harbor Financial
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: SHF, LLC d/b/a Safe Harbor Financial
(Commission
File No. 001-40524)
Date:
April 6, 2022
Set forth below is
the press release of SHF, LLC d/b/a Safe Harbor Financial, which references the proposed business combination with Northern
Lights Acquisition Corp.
Safe
Harbor Financial Appoints Finance and Cannabis Industry Veteran
Paul
Penney as Chief Investment Officer
Experienced
investor and portfolio manager to oversee lending strategy for
leading
cannabis-focused financial services provider
Penney
adds a proprietary lending pipeline from existing relationships with both
Multi-State
Operators (“MSOs”) and proven Single-State Operators (“SSOs”)
Arvada,
CO, April 6, 2022 — SHF, LLC, d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”),
the leading financial services provider to the cannabis industry, announced today the hiring of Paul Penney as Chief Investment Officer.
Penney brings over 20 years of experience working across multiple verticals in portfolio management, research and investment banking,
including the last five years directly investing and advising in the cannabis sector.
In
his new role at Safe Harbor, Penney will lead the lending strategy, investor relations, and investment opportunities as well as assist
with M&A strategy. Safe Harbor recently announced the signing of a business combination agreement with Northern Lights Acquisition
Corp. (Nasdaq: NLIT), a special purpose acquisition corporation. Upon closing, the estimated post-transaction equity value of
the Company will be approximately $327 million.
Penney
was previously Chief Investment Officer of KreditForce Capital, a merchant bank focused on emerging growth industries including cannabis,
where he managed a portfolio of both public and private equity positions as well as senior secured debt investments. He also served as
a strategic advisor and board member to some of the nation’s notable cannabis brands and vertically integrated public and private
companies including Sunday Goods, Humboldt Farms, Stiiizy, Kikoko, TapRoot, and Kush Co.
Prior
to KreditForce, Penney became the first U.S.-based analyst to provide official research coverage on the legalized cannabis sector as
a Senior Research Analyst and Managing Director at Northland Capital Markets. He was an active advisor, underwriter, and industry thought
leader for several of the largest cannabis going public transactions.
Earlier
in his career, Penney served as Managing Director and Portfolio Manager at Cypress Funds (a TCW related investment firm), and was the
Managing and Founding Partner at Compass North Capital, a long/short equity fund focused on the retail, financial technology and media
industry verticals. He also worked on the institutional equity desks at Merrill Lynch and Lehman Brothers, where he was actively involved
in more than 250+ IPO and follow-on equity offerings.
“Paul
is a tremendously experienced and proven institutional investor, research analyst, strategic advisor, and cannabis industry veteran who
will be instrumental in expanding our lending relationships with MSOs and SSOs in the cannabis industry,” stated Sundie Seefried,
Founder and Chief Executive Officer of Safe Harbor. “Our recently announced proposed business combination will enable the Company
to expand its lending program, ushering in a new wave of commercial capital for the industry, and we couldn’t be happier that Paul
is joining us to spearhead this key initiative not only for Safe Harbor, but for the industry as a whole as well.”
“I
am thrilled to be partnering with Sundie and the entire Safe Harbor team. They have built an incredible financial services platform for
the cannabis industry, and with more than 70,000 cannabis-related businesses in the regulated U.S. cannabis market, the need for experienced,
value-add banking and financing solutions to the industry has never been greater. I am looking forward to complementing the existing
relationships Safe Harbor has cultivated since 2015 with my own, which I have garnered as both a research analyst and investor, to lead
this unique structured commercial lending platform,” Penney stated.
Safe
Harbor was formed to provide an unmet need – compliant banking and financial services to the rapidly growing U.S. cannabis industry.
Over the past seven years, the Company (including operations conducted through its parent, Partner Colorado Credit Union) has processed
more than $11 billion in transactions, including approximately $4 billion in 2021.
Safe
Harbor has grown to nearly 600 clients spanning 20 states, serving both the medical and recreational cannabis markets. As legislative
reform unfolds in the U.S., the Company is uniquely positioned to continue as the trusted, leading standard for cannabis financial services.
About
Safe Harbor
Safe
Harbor is one of the first financial services 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
has processed over $11 billion in transactions with operations spanning 20 states with regulated cannabis markets. For more information,
visit www.shfinancial.org.
Cautionary
Statement Regarding Forward Looking Statements
Certain
statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities
laws. Forward-looking statements may include, but are not limited to, statements with respect to (i) trends in the cannabis industry,
including changes in U.S and state laws, rules, regulations and guidance relating to Safe Harbor’s services; (ii) Safe Harbor’s
growth prospects and Safe Harbor’s market size; (iii) Safe Harbor’s projected financial and operational performance, including
relative to its competitors; (iv) new product and service offerings 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 consummate the potential transaction; (vi) 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 Northern Lights’ securities; (vii) 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 Northern Lights; (viii) the effect of the announcement or pendency of the proposed business combination on Northern
Lights’ or Safe Harbor’s business relationships, performance, and business generally; (ix) the outcome of any legal proceedings
that may be instituted against Northern Lights or Safe Harbor related to the definitive unit purchase agreement or the proposed business
combination; (x) the ability to maintain the listing of Northern Lights’ securities on the Nasdaq Capital Market; (xi) the price
of Northern Lights’ securities, including volatility resulting from changes in the competitive and highly regulated industry in
which Safe Harbor plans to operate, variations in performance across competitors, changes in laws and regulations affecting Safe Harbor’s
business and changes in the combined capital structure; (xii) 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 (xiii) other statements
regarding Safe Harbor’s and Northern Lights’ expectations, hopes, beliefs, intentions or strategies regarding the future.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “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, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject, are 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, any proxy statement relating to the proposed business combination, which is expected to be filed by Northern Lights
with the SEC, other documents filed by Northern Lights from time to time with SEC, and any risk factors made available 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 the control of Safe Harbor and Northern Lights), and other assumptions, that may cause the actual results or
performance to be materially different from those expressed or implied by these forward-looking statements.
Additional
Information about the Business Combination and Where to Find It
The
proposed business combination involving Northern Lights and Safe Harbor will be submitted to the stockholders of Northern Lights for
their consideration. Northern Lights intends to file a preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”)
with the SEC to be distributed to the stockholders of Northern Lights in connection with Northern Lights’ solicitation for proxies
for the vote by the stockholders of Northern Lights connection with the proposed business combination and other matters as described
in the Preliminary Proxy Statement. After the Preliminary Proxy Statement has been filed and cleared for dissemination by the SEC, Northern
Lights will mail a definitive proxy statement (the “Definitive Proxy Statement”) and other relevant documents to its stockholders
as of the record date established for voting on the proposed business combination. Before making any voting decision, the stockholders
of Northern Lights and other interested persons are advised to read, once available, the Preliminary Proxy Statement and any amendments
thereto and, once available, the Definitive Proxy Statement, along with all other relevant documents filed or that will be filed with
the SEC in connection with the proposed business combination and Northern Lights’ solicitation of proxies for its special meeting
of stockholders to be held to approve, among other things, the proposed business combination, because these documents will contain important
information about Northern Lights, Safe Harbor, and the proposed business combination. Stockholders will be able to obtain free copies
of the Preliminary or Definitive Proxy Statement, once available, as well as other documents filed with the SEC regarding the proposed
business combination and other documents filed with the SEC by Northern Lights, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to Northern Lights Acquisition Corporation, 10 East 53rd Street, Suite 3001, New York, NY,
10022, or by telephone at (615) 554-0044.
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval nor shall there be any sale of 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 Solicitation
Northern
Lights and Safe Harbor, and certain of their respective directors and executive officers, under the rules of the SEC, may be deemed to
be participants in the solicitation of proxies from Northern Lights’ stockholders in favor of the approval of the business combination.
Information about the directors and officers of Northern Lights and their ownership of Northern Lights Class B common stock can also
be found in Northern Lights’ registration statement on Form S-1 filed with the SEC on June 2, 2021 in connection with its initial
public offering, and other documents subsequently filed by Northern Lights with the SEC. Information about the directors and executive
officers of Safe Harbor, as well as information regarding the interests of other persons who may be deemed participants in the transaction,
may be obtained by reading the proxy statement regarding the business combination when it becomes available. Additional information regarding
the interests of these participants will also be included in the proxy statement pertaining to the business combination if and when it
becomes available. Free copies of this document may be obtained as described above.
Investor
Relations Contact:
KCSA
Strategic Communications
Adam
Holdsworth
safeharbor@kcsa.com
Public
Relations Contacts:
KCSA
Strategic Communications
Joshua
Greenwald / Anu Kher
safeharbor@kcsa.com
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