NEW
YORK, June 24, 2022 /PRNewswire/ -- Northern
Lights Acquisition Corp. (NASDAQ: "NLIT") ("Northern Lights"), a
special purpose acquisition corporation, announced that it has
rescheduled its special meeting of stockholders (the "Special
Meeting") to Monday, June 27, 2022 at 4:00 pm ET.
The Special Meeting is being held to approve the business
combination, whereby Northern Lights will acquire all of the
outstanding membership interests of SHF, LLC, d/b/a Safe Harbor
Financial, and the other related matters as described in the
Northern Lights definitive proxy statement filed with the SEC. The
proxy card included with the previously distributed proxy materials
will not be updated to reflect the adjournment and may continue to
be used to vote shares in connection with the Special Meeting. The
record date for the Special Meeting, including any adjournment
thereof, remains May 19, 2022.
Northern Lights stockholders who have already voted and do not wish
to change their vote do not need to vote again. Stockholders
may use the same instructions contained in the access instruction
form or proxy card they previously received from the Company's
transfer agent to access the Special Meeting via the URL previously
provided:
https://www.cstproxy.com/northernlightsacquisitioncorp/2022.
If any Northern Lights stockholder needs 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.
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 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 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. 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 announcement 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 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.
View original
content:https://www.prnewswire.com/news-releases/northern-lights-acquisition-corp-announces-rescheduling-of-special-meeting-to-approve-acquisition-of-safe-harbor-financial-301575238.html
SOURCE Safe Harbor Financial; Northern Lights Acquisition
Corp.