Business Context and Reporting Period
This Form 8-K is filed by Northern Lights Acquisition Corp. (not SHF Holdings, Inc.) on June 21, 2021, reporting events occurring between June 21 and June 24, 2021. The registrant is a Delaware corporation and an emerging growth company. The filing details the entry into a material definitive agreement for its initial public offering (IPO) and the subsequent exercise of an over-allotment option.
Key Financial Metrics
- Gross Proceeds: $100.0 million from the initial sale of 10,000,000 Units at $10.00 per Unit.
- Over-Allotment Proceeds: Additional $15.0 million from the full exercise of the option to purchase 1,500,000 additional Units.
- Total Units Sold: 11,500,000 Units.
- Trust Account Funding: An aggregate of $117.3 million is to be placed in a U.S.-based trust account, including proceeds from a simultaneous private placement.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing text does not provide historical revenue, profit, or operating cash flow figures as this is a pre-operational SPAC filing.
Material Changes
The primary material change is the transition from a private entity to a public company via the IPO. Key changes include:
- Execution of an underwriting agreement with EF Hutton, division of Benchmark Investments, LLC.
- Full exercise of the 45-day over-allotment option by underwriters on June 24, 2021.
- Filing of an Amended and Restated Certificate of Incorporation with the State of Delaware.
- Execution of multiple ancillary agreements, including a Warrant Agreement, Letter Agreement with the Sponsor (5AK, LLC), and an Administrative Support Agreement with Luminous Capital Inc.
Guidance, Outlook, and Risks
Outlook: The Offering is expected to close on June 28, 2021, subject to customary closing conditions. The company intends to use the proceeds to identify and complete a business combination.
Risks and Contingencies: The filing notes that the description of the Underwriting Agreement is brief and qualified in its entirety by reference to the full agreement attached as Exhibit 1.1. The closing is contingent upon the satisfaction of customary conditions.
Investor Verification Checklist
- Verify the final closing date of the Offering (expected June 28, 2021).
- Confirm the exact amount of proceeds from the private placement included in the $117.3 million Trust Account total.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific underwriting discounts and commissions.
- Examine the Administrative Support Agreement (Exhibit 10.6) for ongoing fees payable to Luminous Capital Inc.
- Check the Sponsor's commitment details in the Placement Unit Purchase Agreement (Exhibit 10.4).