Business Context and Reporting Period
This Form 8-K is filed by Northern Lights Acquisition Corp. (not SHF Holdings, Inc.) on August 17, 2021. The registrant is a Delaware corporation and an emerging growth company. The report details the separation of trading for its Units following an Initial Public Offering (IPO) completed on June 28, 2021.
Key Financial Metrics
- Capital Raised: The IPO generated gross proceeds of $115,000,000.
- Offering Structure: 11,500,000 Units were sold at $10.00 per Unit, including 1,500,000 Units from the full exercise of the underwriter's over-allotment option.
- Unit Composition: Each Unit consists of one share of Class A Common Stock and one-half of one redeemable Warrant.
- Warrant Terms: Each whole Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.
- Liquidity and Debt: The filing text does not provide specific values for current cash balances, debt obligations, or operating margins.
Material Changes
The primary material event reported is the commencement of separate trading for the components of the Units. Effective August 18, 2021:
- Units not separated will continue to trade under the symbol NLITU.
- Separated Class A Common Stock will trade under the symbol NLIT.
- Separated Warrants will trade under the symbol NLITW.
- Shareholders must instruct their brokers to contact the transfer agent, Continental Stock Transfer & Trust Company, to effect the separation.
Outlook, Risks, and Management Commentary
Management commentary is limited to the announcement of the trading separation. The filing does not provide specific forward-looking guidance, risk factors, or contingencies beyond the standard operational mechanics of the stock split. The company remains in the pre-business combination phase typical of a Special Purpose Acquisition Company (SPAC).
Investor Verification Checklist
- Verify the ticker symbols NLIT and NLITW for the separated stock and warrants on The Nasdaq Capital Market.
- Confirm the deadline and procedure with your broker to separate Units if you wish to trade the components individually.
- Review the warrant exercise price of $11.50 and the redemption terms in the original Form S-1.
- Note that the filing does not contain updated financial statements or cash flow data since the IPO.