Meeting to be held on June 24th, 2022
NEW
YORK, June 14, 2022 /PRNewswire/ -- Northern
Lights Acquisition Corp. (NASDAQ: "NLIT") ("Northern Lights"), a
special purpose acquisition corporation, announces that it will
hold a special meeting of its stockholders (the "Special Meeting")
on June 24, 2022 at
2pm ET to approve the business
combination whereby NLIT will acquire SHF, LLC, d/b/a Safe Harbor
Financial ("Safe Harbor") and other related matters.
Special Meeting Overview
The Special Meeting will be exclusively via a live audio webcast
at https://www.cstproxy.com/northernlightsacquisitioncorp/2022.
Stockholders of record as of May
19, 2022, are entitled to receive notice of and
to vote at the Special Meeting. Every stockholder's vote is
important, regardless of the number of shares held. Accordingly,
Northern Lights requests that each stockholder complete, sign, date
and return a proxy card (online or by mail) as soon as possible and
by no later than 11:59 p.m. Eastern
Time on June 23, 2022, to ensure that the
stockholder's shares will be represented at the Special Meeting.
Stockholders that hold their shares in "street name" (i.e., those
stockholders whose shares are held of record by a broker, bank or
other nominee) should contact their broker, bank or nominee to
ensure that their shares are voted.
If any Northern Lights stockholder does not receive the proxy
statement describing the business combination and the other matters
to be voted upon at the Special Meeting (the "Proxy Statement") or
who may need assistance in completing the proxy card or have
questions regarding the Special Meeting, please contact Northern
Lights' proxy solicitor, The Laurel Hill Advisory Group by phone at
(855) 414-2266 or via email at nlit@laurelhill.com.
If the proposals at the Special Meeting are approved, the
parties anticipate that the business combination will close shortly
thereafter, subject to the satisfaction or waiver of the other
closing conditions. As part of the business combination, NLIT
intends to change its name to SHF Holdings, Inc. and expects its
common stock and warrants to remain listed on the NASDAQ Capital
Market under the new ticker symbols "SHFS" and "SHFSW,"
respectively.
Safe Harbor, a leading financial services provider to the
cannabis industry, was formed to provide an unmet need – compliant
banking and financial services to the rapidly expanding U.S.
cannabis industry. Over the past seven years (including operations
conducted through its parent, Partner Colorado Credit Union, Safe
Harbor has processed more than $12
billion in transactions, including approximately
$3.6 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., Safe Harbor is uniquely
positioned as the trusted, leading standard for cannabis financial
services.
To watch Northern Lights' Investor Day, which was held on
May 25, 2022, CLICK HERE.
About Northern Lights Acquisition
Corp.
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.
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 (including its predecessor)
has processed over $12 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, whether as a
result of recent volatility in the capital markets or otherwise,
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' Proxy Statement relating to the proposed business
combination, which has been filed 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 filed the Proxy
Statement in definitive form with the SEC on June 10, 2022 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 Proxy Statement. Northern
Lights has mailed the Proxy Statement and other relevant documents
to its stockholders as of May 19,
2022, 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 the Proxy Statement and any amendments thereto,
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 Proxy Statement, 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.
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 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 any 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, its Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the SEC
on March 25, 2022, the Proxy
Statement, 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.
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SOURCE Safe Harbor Financial