NEW
YORK and ARVADA,
Colo., June 17, 2022 /PRNewswire/ -- Northern
Lights Acquisition Corp. (NASDAQ: "NLIT") ("Northern Lights") a
special purpose acquisition corporation, and SHF, LLC d/b/a/
Safe Harbor Financial ("Safe Harbor"), a leading financial
services provider to the cannabis industry, are announcing that
they have entered into a redemption backstop arrangement in the
form of an OTC Equity Prepaid Forward Transaction agreement for up
to $50 million with Midtown East
Management NL LLC ("Midtown East").
Midtown East has agreed to not
redeem any public shares it purchases in connection with the
planned business combination. Northern Lights anticipates that the
shares purchased in connection with the agreement will help ensure
the maximum redemption threshold condition in the business
combination agreement will be met.
Please refer to Northern Lights' Current Report on Form 8-K,
filed today with the Securities and Exchange Commission, for
additional information.
The redemption backstop arrangement is in addition to the
$60 million PIPE commitment from
certain accredited investors previously announced on February 14, 2022.
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
deposit transactions with operations spanning 20 states with
regulated cannabis markets. For more information, visit
www.shfinancial.org.
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.
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' registration statement on Form S-1, the proxy statement
relating to the proposed business combination, which has been filed
in preliminary form 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 has been submitted to the stockholders of Northern
Lights for their consideration. Northern Lights has filed a
definitive proxy statement on Schedule 14A (the "Proxy Statement")
with the SEC on June 10, 2022, which
has been mailed 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. Before making any voting decision, the
stockholders of Northern Lights and other interested persons are
advised to read the 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 may 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. Free copies of this
document may be obtained as described above.
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SOURCE Safe Harbor Financial