Item 5.07. Submission of Matters to a Vote of Security Holders.
Northern Lights Acquisition Corp., a Delaware corporation (the "Company"),
convened and adjourned a special meeting of its stockholders on June 24, 2022
(the "Special Meeting"), which had been scheduled to consider certain matters
relating to the Company's proposed business combination (the "Business
Combination") with SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited
liability company. A quorum was present at the meeting, and there were
12,128,446, 150,147, and 5,054 votes for, votes against, and abstentions for the
proposal to adjourn the Special Meeting.
Item 8.01. Other Events.
Following the adjournment of the Special Meeting, the Company has rescheduled
the Special Meeting for Monday, June 27, 2022 at 4:00 p.m., Eastern Time.
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.
On June 24, 2022, the Company issued a press release announcing the adjournment
and rescheduling of the Special Meeting, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
The proposed business combination involving the Company and the Target has been
submitted to the stockholders of the Company for their consideration. The
Company 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 the Company in connection with the Company's solicitation for
proxies for the vote by the stockholders of the Company in connection with the
proposed business combination and other matters as described in the Proxy
Statement. Before making any voting decision, the stockholders of the Company
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 the Company's solicitation
of proxies for its special meeting of stockholders to be held to approve, among
other things, the proposed business combination, because these documents contain
important information about the Company, the Target, 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 the Company,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001,
New York, NY, 10022, or by telephone at (615) 554-0044.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the business combination. Information about those directors and executive
officers and a description of their interests in the Company is contained in the
Company's 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, each of which was filed with the SEC and is available free of
charge at the SEC's web site at www.sec.gov, or by directing a request to
Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001, New York,
NY, 10022.
The Seller, the Seller Parent, the Target, and their respective directors,
managers, and executive officers may also be deemed to be participants in the
solicitation of proxies from the Company's stockholders in connection with the
business combination. A list of the names of such parties and information
regarding their interests in the business combination may be obtained by reading
the Proxy Statement regarding the business combination when it becomes
available.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements identified by
words such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook"
or words of similar meaning. These forward-looking statements include, but are
not limited to, statements with respect to trends in the cannabis industry,
including changes in U.S and state laws, rules, regulations and guidance
relating to the Target's services, the Target's growth prospects and the
Target's market size, the Target's projected financial and operational
performance, including relative to its competitors, new product and service
offerings the Target may introduce in the future, 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, 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 the Company's securities, 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 the Company, the effect of the announcement or pendency of the proposed
business combination on the Company's or the Target's business relationships,
performance, and business generally, the outcome of any legal proceedings that
may be instituted against the Company or the Target related to the Unit Purchase
Agreement or the proposed business combination, the ability to maintain the
listing of the Company's securities on the Nasdaq Capital Market, the price of
the Company's securities, including volatility resulting from changes in the
competitive and highly regulated industry in which the Target plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting the Target's business and changes in the combined capital structure,
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 other statements regarding the Target's and the
Company's expectations, hopes, beliefs, intentions or strategies regarding the
future. Such forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control. Actual results
and the timing of events may differ materially from the results anticipated in
these forward-looking statements.
In addition to factors previously disclosed in the Company's reports filed with
the SEC, the Definitive Proxy Statement, and those identified elsewhere in this
communication, the following factors, among others, could cause actual results
and the timing of events to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements: (i) the risk
that the transactions contemplated by the Unit Purchase Agreement may not be
completed in a timely manner or at all, which may adversely affect the price of
the Company's securities; (ii) the risk that the transactions contemplated by
the Unit Purchase Agreement may not be completed by the Company's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by the Company; (iii) the failure to
satisfy the conditions to the consummation of the transactions contemplated by
the Unit Purchase Agreement, including the adoption of the Unit Purchase
Agreement by the stockholders of the Company, the satisfaction of the minimum
cash amount following redemptions by the Company's public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the lack of a
third-party valuation in determining whether or not to pursue the transactions
contemplated by the Unit Purchase Agreement; (v) the occurrence of any event,
change or other circumstance that could give rise to the termination of the Unit
Purchase Agreement; (vi) the effect of the announcement or pendency of the
transactions contemplated by the Unit Purchase Agreement on the Target's
business relationships, performance and business generally; (vii) risks that the
transactions contemplated by the Unit Purchase Agreement disrupt current plans
and operations of the Target; (viii) the outcome of any legal proceedings that
may be instituted against the Target or the Company related to the Unit Purchase
Agreement or the transactions contemplated thereby; (ix) the ability to maintain
the listing of the Company's securities on Nasdaq Capital Market; (x) the price
of the Company's securities, including following the Closing, may be volatile
due to a variety of factors, including changes in the competitive and regulated
industries in which the Target operates, variations in performance across
competitors, changes in laws and regulations affecting the Target's business and
changes in the capital structure, and the dilutive impact of the shares to be
issued in connection with the business combination, the private placement to be
completed in conjunction with the business combination, and the terms of the
Forward Purchase Agreement, dated June 16, 2022, by and among the Company, the
Target, and Midtown East Management NL LLC; (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
transactions contemplated by the Unit Purchase Agreement, and identify and
realize additional opportunities; (xii) the risk of downturns and the
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)© Edgar Online, source Glimpses
NORN LIGH 