Business Context and Reporting Period
This Form 8-K is filed by Northern Lights Acquisition Corp. (not SHF Holdings, Inc.) on July 2, 2021, reporting events occurring on June 28, 2021. The registrant is a Delaware corporation and an emerging growth company. The filing details the completion of its initial public offering (IPO) and a concurrent private placement.
Key Financial Metrics
- Gross Proceeds from IPO: $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit (including 1,500,000 Units from the full exercise of the underwriter's over-allotment option).
- Gross Proceeds from Private Placement: $5,281,750 from the sale of 528,175 Private Placement Units at $10.00 per Unit.
- Total Funds Deposited in Trust: $117,300,000 (comprised of IPO and Private Placement proceeds net of underwriting commissions, discounts, and offering expenses).
- Warrant Exercise Price: $11.50 per share.
- Revenue, Profit, and Cash Flow: The filing text does not provide operating revenue, net profit, or operating cash flow figures, as the company is a special purpose acquisition company (SPAC) in its formation stage.
- Debt and Liquidity: Specific debt obligations are not detailed in the text; liquidity is primarily represented by the $117,300,000 held in the trust account.
Material Changes
This filing represents the commencement of the company's public operations. There is no prior comparable period for financial performance as the company was previously in the pre-IPO stage. The material change is the transition from a private entity to a public company with $117.3 million in trust assets.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future business strategy, or specific risk factors beyond the standard disclosures inherent in a SPAC structure. The primary contingency noted is the redemption feature of the warrants and the requirement to deposit proceeds into a trust account for the benefit of public stockholders.
Investor Verification Checklist
- Verify the final audited balance sheet (Exhibit 99.1) to confirm the exact net cash position after all offering expenses.
- Confirm the terms of the underwriting agreement regarding the over-allotment option exercise.
- Review the trust account agreement to understand withdrawal restrictions and interest accrual.
- Check subsequent filings for the identification of a target acquisition company.