お知らせ • Sep 30
Safe Harbor Financial, LLC completed the acquisition of Northern Lights Acquisition Corp. (NasdaqCM:NLIT) from a group of shareholders in a reverse merger transaction.
Safe Harbor Financial, LLC entered into a non-binding letter of intent to acquire Northern Lights Acquisition Corp. (NasdaqCM:NLIT) from a group of shareholders in a reverse merger transaction on July 30, 2021. Safe Harbor Financial, LLC entered into purchase agreement to acquire Northern Lights Acquisition Corp. from a group of shareholders for approximately $180 million in a reverse merger transaction on February 11, 2022. Pursuant to the terms, Northern Lights will issue 11.4 million shares and $70 million in cash. Upon-completion, the combined company will operate under the name of SHF Holdings Inc., or such other name as mutually agreed to by the parties. Northern Lights shareholders will own 35.5% stake, Northern Lights sponsors will own 10.8% stake, existing Safe Harbor shareholders will own 35.2% stake and PIPE investors will own 18.5% stake in combined company. The PIPE in connection with the transaction is $60 million. Under this method of accounting, SHF will be the accounting acquirer (legal acquiree) and NLIT will be deemed the accounting acquiree (legal acquirer) for financial reporting purposes. The combined entity will be led by Sundie Seefried, Founder and Chief Executive Officer of Safe Harbor. Amended and Restated Account Servicing Agreement will terminate within 60 days if Safe Harbor Financial (SHF) no longer qualifies as a credit union service organization.
As of September 19, 2022, the Company, the Sponsor, the Target, the Seller, and the Seller Parent entered into an amendment to the Unit Purchase Agreement (the “ UPA Amendment ”) to (i) further extend the Outside Date from August 31, 2022 until September 28, 2022 and (ii) provide for the deferral of $30 million (the “ Deferred Cash Consideration ”) of the $70 million due to the Seller at the closing of the Business Combination. The purpose of deferral is to provide the Company with additional cash to support its post-closing activities. Pursuant to the UPA Amendment, the Company will pay the Deferred Cash Consideration in six equal installments of $5,375,000, payable beginning on the first business day following January 1, 2023 and on the first business day of each of the following five fiscal quarters, for a total of $32,250,000 (which amount includes 5% interest annualized). The Deferred Cash Consideration may be prepaid by the Company, in whole or in part, at any time. On September 22, 2022, the parties agreed to a Second Amendment to Unit Purchase Agreement providing for the deferral of a total of $50 million of the $70 million. The purpose of deferral is to provide Northern Lights with additional cash to support its post-closing activities. Pursuant to the Second Amendment, Northern Lights will pay the Deferred Cash Consideration in one payment of $15,000,000 on or before December 15, 2022, and the $35,000,000 balance in six equal installments of $6,416,667, payable beginning on the first business day following April 1, 2023 and on the first business day of each of the following five fiscal quarters, for a total of $38,500,002.
The transaction is subject to approval from shareholders of Northern Lights, any waiting period (and any extension thereof) applicable to the consummation of this agreement under any antitrust Laws shall have expired or been terminated, approval from regulatory authorities, Northern Lights shall have net tangible assets of at least $5,000,001, execution of ancillary agreements including Support Services Agreement, Account Servicing Agreement, Loan Servicing Agreement, and Employment Agreement, execution of escrow, registration rights, lock-up, non-competition, and non-solicitation agreements and other customary closing conditions. The boards of directors and managers of Northern Lights, Partner Colorado Credit Union and Safe Harbor have unanimously approved the proposed business combination. The transaction is expected to complete in Q2 2022. As of June 14, 2022, Northern Lights Acquisition Corp. announces that it will hold a special meeting of its stockholders (the "Special Meeting") on June 24, 2022 to approve the business combination whereby NLIT will acquire SHF, LLC, d/b/a Safe Harbor Financial ("Safe Harbor") and other related matters. As of June 27, 2022, Northern Lights Acquisition Corp has rescheduled its special meeting of stockholders to Tuesday, June 28, 2022. On June 27, 2022, the Company issued a press release announcing that it has deposited an aggregate of $1,150,000 into the Company’s trust account to extend the period of time the Company has to consummate a business combination from June 28, 2022 to September 28, 2022, although the Company currently anticipates that the Business Combination will close by June 30, 2022 subject to satisfaction or waiver of the closing conditions. The transaction is expected to be consummated from August 31, 2022 until September 28, 2022.
Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP acted as legal advisor and due diligence provider while Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Northern Lights. David Waller of Waller Law, LLC acted as legal advisor for Safe Harbor and Partner Colorado Credit Union. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Northern Lights for the solicitor's fee of $9,500. Nelson Mullins Riley & Scarborough LLP acted as legal advisor to 5AK, LLC.
Safe Harbor Financial, LLC completed the acquisition of Northern Lights Acquisition Corp. (NasdaqCM:NLIT) from a group of shareholders in a reverse merger transaction on September 28, 2022. SHF also closed on a PIPE in the amount of $20.45 million of convertible preferred stock and warrants.