Acquires SHF, LLC d/b/a Safe Harbor
Financial from Partner Colorado Credit
Union
Changes Name to SHF Holdings,
Inc.
SHF Holdings' Class A Common Stock to Trade on
the Nasdaq Capital Market under the Symbol SHFS Starting
September 29, 2022
NEW
YORK, Sept. 29, 2022 /PRNewswire/ -- SHF
Holdings, Inc. (the "Company") (Nasdaq: SHFS), formerly known as
Northern Lights Acquisition Corp. ("NLIT") (Nasdaq: NLIT), a
special purpose acquisition company, announced that it has
completed its previously announced acquisition of SHF, LLC, d/b/a
Safe Harbor Financial ("Safe Harbor"), a leader in offering
compliance services to financial institutions that serve the
regulated cannabis industry.
With the transaction now complete, the Company has changed its
name to "SHF Holdings, Inc." Its Class A Common Stock and
warrants will continue to be listed for trading on the Nasdaq
Capital Market.
The Company also closed on September 28,
2022 a PIPE in the amount of $20.45
million of convertible preferred stock and warrants.
To offset the reduced PIPE amount, Partner Colorado Credit Union,
Safe Harbor's indirect parent ("PCCU"), agreed to a further
amendment to the Unit Purchase Agreement (as amended, the "Unit
Purchase Agreement"), dated February 11,
2022, among the Company, 5AK, LLC, the Company's sponsor,
Safe Harbor, SHF Holding Co., LLC, the sole member of Safe Harbor
(the "Seller"), and PCCU, the parent of the Seller, to provide for
the deferral of approximately $57
million (the "Deferred Cash Consideration") of the
$70 million due to the Seller at the
closing of the business combination. The increase in the Deferred
Cash Consideration will provide the Company with additional cash to
support its post-closing activities.
"Today represents a significant milestone in Safe Harbor's
journey," said Sundie Seefried,
founder and Chief Executive Officer of Safe Harbor. "We are
thrilled to complete this transaction and eager to continue scaling
our business and expanding our offerings to meet the needs of the
cannabis industry in the United
States. With the strong leadership from our executive
management team, Board of Directors, and support from NLIT's
sponsor team, Safe Harbor is well-positioned to be the platform of
choice for financial services providers to cannabis operators."
Ms. Seefried concluded, "I would like to congratulate and thank
all those involved in the transaction, including our passionate and
dedicated team. I could not be more excited for the future of Safe
Harbor and to accelerate our growth strategy as part of a public
company."
John Darwin, Co-CEO of NLIT prior
to the closing, stated, "With its established leadership position
in cannabis-related compliance services and continued growth in its
financial institution clients, this is an exciting time for Safe
Harbor to become part of a Nasdaq-listed company."
Nelson Mullins Riley &
Scarborough LLP served as legal advisor to the Company. EF Hutton,
division of Benchmark Investments, LLC served as placement agent to
the Company. Donnie Emmi and
David Waller served as legal advisor
to Partner Colorado Credit Union and Safe Harbor.
About Northern Lights Acquisition
Corp.
The Company was formed as a special purpose acquisition 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.
About Safe Harbor
Safe Harbor is one of the first service providers to offer
compliance, monitoring and validation services to financial
institutions providing banking services to cannabis, hemp, CBD, and
ancillary operators, making communities safer, driving growth in
local economies, and fostering long-term partnerships. Safe Harbor,
through its financial institution clients, implements high
standards of accountability, transparency, monitoring, reporting
and risk mitigation measures while meeting Bank Secrecy Act
obligations in line with FinCEN guidance on cannabis-related
businesses. Over the past seven years, Safe Harbor (including its
predecessor) has assisted with the onboarding of over $12 billion in deposit transactions for customers
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 ability
of the parties to successfully complete any necessary integration
following the business combination transaction; (vi) the impact of
recent volatility in the capital markets, which may adversely
affect the price of the Company's securities; (vii) the outcome of
any legal proceedings that may be instituted against the Company or
Safe Harbor following the closing of the business combination;
(viii) other statements regarding Safe Harbor's and Northern
Lights' expectations, hopes, beliefs, intentions or strategies
regarding the future; and (ix) the other risk factors discussed in
the Company's definitive proxy statement filed with the Securities
and Exchange Commission on June 10,
2022, as subsequently amended by Current Reports on Form 8-K
filed on September 19, 2022,
September 21, 2022 and September 23, 2022 (as amended, the "Proxy
Statement"). 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 the Proxy
Statement and in other documents filed or to be filed by the
Company from time to time with SEC. These forward-looking
statements involve a number of risks and uncertainties (some of
which are beyond the control of the Company and Safe Harbor), 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.
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SOURCE SHF Holdings, Inc.