UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 11, 2022
Northern
Lights Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40524 |
|
86-2409612 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
10
East 53rd Street, Suite 3001
New
York, New York 10022
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (510) 323-2526
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Units,
each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
|
NLITU |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, $0.0001 par value per share |
|
NLIT |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
NLITW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Northern
Lights Acquisition Corp., a Delaware corporation (the “Company”) is filing this Amendment No. 1 to its Current Report
on Form 8-K filed with the SEC on February 14, 2022 (the “Original Form 8-K”) to provide additional information regarding
the terms of the disclosed business combination and PIPE financing. This Amendment No. 1 to the Original Form 8-K amends and restates
Item 1.01 of the Original Form 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
Unit
Purchase Agreement
On
February 11, 2022, Northern Lights Acquisition Corp., a Delaware corporation (the “Company”) and 5AK, LLC, the Company’s
sponsor (the “Sponsor”), entered into a definitive unit purchase agreement (the “Unit Purchase Agreement”)
with SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Target”), SHF Holding Co., LLC,
the sole member of the Target (the “Seller”), Partner Colorado Credit Union, the sole member of the Seller (the “Seller
Parent”).
Business
Combination
Pursuant
to the Unit Purchase Agreement, upon the closing (the “Closing”) of the contemplated transactions (collectively, the
“Business Combination”):
| ● | The
Company will purchase all of the issued and outstanding membership interests of the Target
in exchange for an aggregate of $185,000,000, consisting of (i) 11,386,139 shares of the
Company’s Class A common stock (the “Class A Common Stock”) with
an aggregate value equal to $115,000,000 and (ii) $70,000,000 in cash (the “Purchase
Consideration”). At the Closing, the Company will deposit 1,831,683 shares of the
Class A Common Stock with an escrow agent to be held in escrow for a period of 12 months
following the Closing to satisfy potential indemnification claims of the parties. |
| ● | The
Company will amend and restate its amended and restated certificate of incorporation (the
“Charter”) to, among other matters: (a) change its name to “SHF
Holdings Inc.,” or such other name as mutually agreed to by the parties to the Unit
Purchase Agreement; (b) expand the Company’s board of directors (the “Board”)
to seven individuals divided into three classes; and (c) remove and change certain provisions
in the Charter related to the Company’s status as a blank check company. Additionally,
each then-outstanding share of Class B common stock of the Company will be converted into
one share of Class A Common Stock. |
Representations
and Warranties; Covenants
Pursuant
to the Unit Purchase Agreement, the parties made customary representations and warranties for transactions of this type. The representations
and warranties made by the Company will not survive the Closing. The representations and warranties made by the Target, the Seller, and
the Seller Parent will generally survive the Closing through the date that is 12 months from the date of the Closing. In addition, the
parties to the Unit Purchase Agreement agreed to be bound by certain covenants that are customary for transactions of this type, including
obligations of the parties to use commercially reasonable efforts to operate their respective businesses in the ordinary course, and
to refrain from taking certain specified actions without the prior written consent of the applicable party, in each case, subject to
certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate, or enter into a competing transaction.
The covenants of the parties in the Unit Purchase Agreement generally will not survive the Closing, subject to certain exceptions, including
certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.
Conditions
to Each Party’s Obligation to Close
Pursuant
to the Unit Purchase Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction
or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and
warranties of the respective parties being true and correct subject to the materiality standards contained in the Unit Purchase Agreement;
(b) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in
the Unit Purchase Agreement; (c) the approval by the Company’s stockholders of the Business Combination; (d) the approval by the
Seller’s manager of the Business Combination; (e) the approval by the Target’s managers of the Business Combination; (f)
the absence of any Material Adverse Effect (as defined in the Unit Purchase Agreement) with respect to the Company or with respect to
the Target since the effective date of the Unit Purchase Agreement that is continuing and uncured; (g) the Company having at least $5,000,001
in tangible net assets upon the Closing; (h) the election of the members of the post-Closing Board consistent with the provisions of
the Unit Purchase Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (i) the entry into certain
ancillary agreements as of the Closing; (j) the lack of any notice or communication from, or position of, the U.S. Securities and Exchange
Commission (the “SEC”) requiring the Company to amend or supplement the Proxy Statement (as defined below); and (k)
the receipt of certain closing deliverables.
Termination
The
Unit Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including,
among others, by the mutual written consent of the Company and the Seller, if the Closing has not occurred by June 30, 2022, if prohibited
by a governmental authority, after an uncured breach by a party of the representations, warranties, covenants, or agreements contained
in the Unit Purchase Agreement, after a material adverse effect on the Target or the Company, or if the Company’s stockholders
do not approve the Business Combination.
The
foregoing description of the Unit Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Unit Purchase Agreement filed as Exhibit 2.1 to the Original Form 8-K and incorporated herein by reference. The
Unit Purchase Agreement provides investors with information regarding its terms and is not intended to provide any other factual information
about the parties. In particular, the assertions embodied in the representations and warranties contained in the Unit Purchase Agreement
were made as of the execution date of the Unit Purchase Agreement only and are qualified by information in confidential disclosure schedules
provided by the parties in connection with the signing of the Unit Purchase Agreement. These disclosure schedules contain information
that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Unit Purchase Agreement. Moreover,
certain representations and warranties in the Unit Purchase Agreement may have been used for the purpose of allocating risk between the
parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Unit
Purchase Agreement as characterizations of the actual statements of fact about the parties.
Agreements
to Be Effective as of or Entered into at Closing
Concurrently
with entering into the Unit Purchase Agreement, the Company entered into an Executive Employment Agreement with Sundie Seefried to be
effective as of the Closing of the Business Combination (the “Executive Employment Agreement”) pursuant to which Ms.
Seefried will serve as the Chief Executive Officer of the Company and the Target. The Executive Employment Agreement provides for an
annual base salary of $350,000, an initial incentive equity grant of options exercisable for 550,000 shares of the Company’s Class
A Common Stock that will vest over three years, a long-term equity incentive to be approved by the Board of Directors following the closing,
and other customary benefits. The Executive Employment Agreement, which is for a two-year term, also provides for severance in the event
of a termination by the Company without cause or by Ms. Seefried for good reason (each as defined in the Executive Employment Agreement)
of one year’s base salary.
Also,
concurrently with entering into the Unit Purchase Agreement, the Target and the Seller Parent entered into three agreements relating
to their respective services for each other that are effective as of the signing date, as follows:
| ● | The
Target and the Seller Parent entered into an Amended and Restated Account Servicing Agreement
(the “Account Servicing Agreement”), pursuant to which the Target provides
services including, among other things, Bank Secrecy Act compliance and reporting, onboarding,
responding to account inquiries, and responding to customer service inquiries relating to
accounts at the Seller Parent held for cannabis-related businesses (“CRBs”).
Pursuant to the Account Servicing Agreement, the Target’s fees for such services will
equal all cannabis-related income, including all lending-related income (such as loan origination
fees, interest income on CRB-related loans, participation fees and servicing fees), investment
income, interest income, account activity fees, processing fees, flat fees, and other revenue
generated from cannabis and multi-state hemp accounts that are hosted on the Seller Parent’s
core system. The Account Servicing Agreement is for an initial term of three years and will
renew for additional one-year terms unless a party provides 120 days’ notice of non-renewal,
provided that the Seller Parent may not provide notice of non-renewal until 30 months following
the signing date. The Account Servicing Agreement will also terminate within 60 days of the
Target no longer qualifying as a “credit union service organization” (a “CUSO”)
or within 60 days of the assumption by a third party of all CRB-related accounts. |
| ● | The
Target and the Seller Parent entered into an Amended and Restated Support Services Agreement
(the “Support Services Agreement”) pursuant to which the Seller Parent
will continue to provide to the Target certain operational and administrative services relating
to, among other things, human resources, employee benefits, IT and systems, accounting and
marketing for a monthly fee equal to $30.96 per account in 2022 and $25.32 per account in
2023 and 2024. In addition, investment income from CRB-related cash and investments (excluding
loans) will be shared 25% to the Seller Parent and 75% to the Target and the Target will
reimburse the Seller Parent for the Seller Parent’s out-of-pocket expenses relating
to the services provided to the Target. The Support Services Agreement also sets forth certain
agreements of the Seller Parent to limit bonus distributions to its members to $30,000,000
during any 12-month period following the effective date of the agreement and to allow its
ratio of CRB-related deposits to total assets to equal at least 65% unless otherwise dictated
by regulatory, regulator or policy requirements. The Support Services Agreement has the same
term and termination provisions as the Account Servicing Agreement. |
| ● | The
Target and the Seller Parent also entered into a Loan Servicing Agreement (the “Loan
Servicing Agreement”) that sets forth the application, underwriting and approval
process for loans from the Seller Parent to CRB customers and the loan servicing and monitoring
responsibilities provided by the Seller Parent. The Loan Servicing Agreement provides that
the Seller Parent will receive a monthly servicing fee at the annual rate of 0.25% of the
then-outstanding principal balance of each loan funded by the Seller Parent. Under the Loan
Servicing Agreement, the Target has agreed to indemnify the Seller Parent from all claims
related to the Target’s cannabis-related business, including but not limited to default-related
loan losses as defined in the Loan Servicing Agreement. The Loan Servicing Agreement is for
an initial term of three years and will renew for additional one-year terms unless a party
provides 120 days’ notice of non-renewal or there is a termination for cause, provided
that the Seller Parent may not provide notice of non-renewal until 30 months following the
signing date. |
At
the Closing, the Company, the Seller, and the Seller Parent will enter into a lock-up agreement (the “Lock-Up Agreement”),
pursuant to which, among other things, and subject to certain exceptions, provides for the Company securities held by the Seller and
the Seller Parent, as applicable, to be locked-up for a period of six months from the date of the Closing, and to be subject to certain
restrictions on sale thereafter, in accordance with the terms set forth therein.
At
the Closing, the Company, the Seller, and the Seller Parent will enter into a registration rights agreement (the “Registration
Rights Agreement”), pursuant to which, among other things, the Company will be obligated to file a registration statement to
register the resale of certain securities of the Company held by the Seller and the Seller Parent, as applicable. The Registration Rights
Agreement will also provide the Seller and the Seller Parent with “piggy-back” registration rights, subject to certain requirements
and customary conditions.
At
the Closing, the Company intends to adopt the Northern Lights Acquisition Corp. 2022 Equity Incentive Plan (the “2022 Equity
Incentive Plan”), which will provide for the grant of equity incentives up to a maximum of 15% of the shares of the Class A
Common Stock outstanding at the time of effectiveness of the 2022 Equity Incentive Plan to the directors, officers, employees, consultants
and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company.
Proxy
Statement
As
promptly as practicable, the Company will file with the SEC a proxy statement on Schedule 14A (as amended or supplemented, the “Proxy
Statement”) to be delivered to its stockholders in connection with a special meeting of the Company’s stockholders to
be held to consider approval and adoption of (i) the Unit Purchase Agreement and the Business Combination; (ii) the issuance of the Company’s
Class A Common Stock in connection with the Business Combination and the PIPE Financing (as defined below); (iii) the second amended
and restated certificate of incorporation of the Company; (iv) the election of the members of the post-Closing Board whose terms will
expire in 2022; (v) the Company’s 2022 Equity Incentive Plan; (vi) such other matters as the parties mutually determine to be necessary
or appropriate in order to effect the Business Combination (the approvals described in foregoing clauses (i) through (vi), collectively,
the “Stockholder Approval Matters”), and (vii) the adjournment of the special meeting of the Company’s stockholders,
if necessary, to permit further solicitation and vote of proxies in the reasonable determination of the Company.
Stock
Exchange Listing
The
Company will use its reasonable best efforts to cause the Class A Common Stock issued in connection with the Unit Purchase Agreement
to be approved for listing on the Nasdaq Capital Market at Closing. During the period from the date hereof until the Closing, the Company
will use commercially reasonable efforts to maintain the listing of its units, Class A Common Stock, and warrants for trading on the
Nasdaq Capital Market.
PIPE
Financing
Concurrently
with entering into the Unit Purchase Agreement, the Company entered into a securities purchase agreement (a “Securities Purchase
Agreement”) with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other
things, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate
of 60,000 shares (the “PIPE Shares”) of Series A Convertible Preferred Stock, par value $0.0001 per share, of the
Company (the “Series A Convertible Preferred Stock”) and warrants to purchase up to a number of shares of the Class
A Common Stock equal to 50% of shares of the Class A Common Stock issuable upon conversion of the PIPE Shares (the “PIPE Warrants”)
for gross proceeds of $60.0 million (the “PIPE Financing”).
Prior
to the issuance of the Series A Convertible Preferred Stock, the Company will file with the Secretary of State of the State of Delaware
a Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock in the form attached
as an Exhibit to the Securities Purchase Agreement (the “Certificate of Designation”). Pursuant to the Certificate
of Designation, the Series A Convertible Preferred Stock will have a stated value of $1,000 per share and will convert into shares of
Class A Common Stock at a price of $10.00 per share of Class A Common Stock (the “Conversion Price”). The Conversion
Price is subject to downward adjustment on each of the dates that are 10 days, 55 days, 100 days, 145 days and 190 days after the effectiveness
of a registration statement registering the shares of Class A Common Stock issuable upon conversion of the PIPE Shares to the lower of
the Conversion Price and the greater of (i) 80% of the volume weighted average price of the Class A Common Stock for the prior five trading
days and (ii) $2.00; provided that, so long as the PIPE Investor continues to hold any PIPE Shares, such PIPE Investor will be entitled
to receive the aggregate shares of Class A Common Stock that would be issuable based upon its initial purchase of PIPE Shares at the
adjusted Conversion Price. In addition, until the Price Protection Expiration Date (as such term is defined in the Certificate of Designation),
the Conversion Price is subject to adjustment for certain issuances of Class A Common Stock at a price per share less
than the Conversion Price such that the Conversion Price will be adjusted to equal the price at which the new shares are issued. The
Conversion Price is also subject to other customary adjustments for stock dividends, stock splits and similar corporate actions.
The
PIPE Warrants will be issued in the form attached as an exhibit to the Securities Purchase Agreement. The PIPE Warrants will have an
exercise price of $11.50 per share of Class A Common Stock to be paid in cash (except if the shares underlying the warrants are
not covered by an effective registration statement after the six-month anniversary of the closing date, in which case cashless
exercise is permitted), subject to adjustment to a price equal to the greater of (i) 125% of the Conversion Price if at any time
there is an adjustment to the Conversion Price and the exercise price after such adjustment is greater than 125% of the Conversion
Price as adjusted and (ii) $5.00. The PIPE Warrants are also subject to adjustment for other customary adjustments for stock
dividends, stock splits and similar corporate actions. The PIPE Warrants will be exercisable for a period of five years following
the Closing. After exercise of a PIPE Warrant, the Company may be required to pay certain penalties if it fails to deliver the Class
A Common Stock within a specified period of time.
In
connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement with the PIPE Investors (the
“PIPE Registration Rights Agreement”), pursuant to which, among other things, the Company is obligated to file a registration
statement to register the resale of the shares of Class A Common Stock issuable upon conversion of the PIPE Shares, the shares of Class
A Common Stock issuable upon exercise of the PIPE Warrants, and any capital stock of the Company issued or issuable with respect to the
PIPE Shares, the PIPE Warrants, the shares of Class A Common Stock issuable upon conversion of the PIPE Shares, or the shares of Class
A Common Stock issuable upon exercise of the PIPE Warrants. If the Company fails to register all of the shares of Class A Common Stock
issuable upon conversion of the PIPE Shares, at certain times the Conversion Price will be downwardly adjusted to the greater of (i)
80% of the volume weighted average price of the Class A Common Stock for the prior five trading days and (ii) $2.00.
The
closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination.
The Securities Purchase Agreement provides that it will terminate upon the earlier to occur of (i) termination of the Unit Purchase Agreement
and (ii) the mutual written agreement of each of the parties.
The
foregoing description of the Securities Purchase Agreement, Certificate of Designation, PIPE Warrants and PIPE Registration Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, filed as Exhibit 10.1
to the Original Form 8-K and as Exhibits 3.1, 4.1 and 10.2 to this Amendment No. 1 to the Original Form 8-K, which are incorporated herein
by reference.
Additional
Information and Where to Find It
As
discussed above, the Company intends to file the Proxy Statement with the SEC, which Proxy Statement will be delivered to its stockholders
once definitive. This document does not contain all the information that should be considered concerning the Business Combination and
the other Stockholder Approval Matters and is not intended to form the basis of any investment decision or any other decision in respect
of the Business Combination and the other Stockholder Approval Matters. The Company’s stockholders and other interested persons
are advised to read, when available, the Proxy Statement and the amendments thereto and other documents filed in connection with the
Business Combination and other Stockholder Approval Matters, as these materials will contain important information about the Company,
the Target, the Business Combination and the other Stockholder Approval Matters. When available, the Proxy Statement and other relevant
materials for the Business Combination and other Stockholder Approval Matters will be mailed to stockholders of the Company as of a record
date to be established for voting on the Business Combination and the other Stockholder Approval Matters. Stockholders will also be able
to obtain copies of the Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a request to: Northern Lights Acquisition Corp., 10 East 53rd Street, Suite 3001, New York, NY, 10022.
No
Offer or Solicitation
This
Amendment No. 1 to the Original Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement
or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or
PIPE Financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer 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 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. A list of the names of 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, as filed on June 2, 2021, 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. Additional information regarding the interests of such participants will
be contained in the Proxy Statement for the Business Combination and PIPE Financing when available.
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 and PIPE Financing.
A list of the names of such parties and information regarding their interests in the Business Combination and PIPE Financing will be
included in the Proxy Statement for the Business Combination and PIPE Financing when available.
Cautionary
Statement Regarding Forward-Looking Statements
This
Amendment No. 1 to 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 regarding the Target’s
industry and market sizes, future opportunities for the Company and the Target, the Company’s and the Target’s estimated
future results and the transactions contemplated by the Unit Purchase Agreement, including the implied enterprise value, the expected
transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the transactions contemplated
by the Unit Purchase Agreement. 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 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; (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 possibility of rapid change in the highly competitive industry in which the Target operates, and the risk of changes in applicable
law, rules, regulations and regulatory guidance that could adversely impact the Target’s operations; (xiii) the risk that the Target
and its current and future collaborators are unable to successfully develop and commercialize the Target’s products or services,
or experience significant delays in doing so; (xiv) the risk that the Target may not achieve or sustain profitability; (xv) the risk
that the Target will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or
at all; and (xvi) the risk that the Target experiences difficulties in managing its growth and expanding operations.
Actual
results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements
and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth
herein speaks only as of the date hereof in the case of information about the Company and the Target or the date of such information
in the case of information from persons other than the Company or the Target, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding
the Target’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts
and estimates will prove accurate in whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
NORTHERN
LIGHTS ACQUISITION CORP. |
| |
|
|
| Date:
February 16, 2022 |
By: |
/s/
John Darwin |
| |
|
John
Darwin |
| |
|
Co-Chief
Executive Officer |
Northern Lights Acquisit... (NASDAQ:NLIT)
Historical Stock Chart
From Oct 2024 to Nov 2024
Northern Lights Acquisit... (NASDAQ:NLIT)
Historical Stock Chart
From Nov 2023 to Nov 2024
