NEW YORK and ARVADA, Colo., Feb. 14, 2022 /PRNewswire/ — Northern Lights Acquisition Corp. (NASDAQ: “NLIT”) (“Northern Lights”), a special purpose acquisition corporation and SHF, LLC dba Safe Harbor Financial (“Safe Harbor” or the “Company”), the leading cannabis-focused financial services provider offering reliable access to banking and financing solutions for the cannabis industry, announced today the signing of a definitive business combination agreement that will result in Northern Lights’ acquisition of Safe Harbor from a subsidiary of Partner Colorado Credit Union, a Colorado-chartered credit union based in Arvada, Colorado (“PCCU”). Upon the closing of the transaction, Northern Lights and Safe Harbor will be led by Sundie Seefried, Founder and Chief Executive Officer of Safe Harbor. The boards of directors and managers of Northern Lights, PCCU, and Safe Harbor have unanimously approved the proposed business combination.
Established in 2015 by PCCU, Safe Harbor was formed to provide an unmet need – compliant access to banking and financial services for the rapidly growing U.S. cannabis industry. Over the past seven years, Safe Harbor has grown to nearly 600 accounts spanning 20 states. Additionally, Safe Harbor has processed over $11 billion in transactions with $4 billion in 2021 and has grown deposits at a 73% CAGR since inception. As legislative reform unfolds in the U.S., Safe Harbor’s platform is uniquely positioned to continue as the trusted, leading standard for cannabis financial services.
The regulated U.S. cannabis market currently consists of more than 70,000 cannabis-related businesses (“CRBs”), with sales that are expected to double to over $46 billion by 2025. Despite this rapid growth, there remains limited access to reliable cannabis financing and banking solutions caused by conflicting state and federal laws, unclear banking guidelines, and a lack of “safe harbor policy” for financial institutions. These dynamics have weighed heavily on cannabis-related companies, which currently operate without effective cash management solutions or traditional commercial financing options.
Safe Harbor addresses these challenges with its industry-leading financial services and commercial lending platform, providing its clients with increased safety and security through access to normalized banking and cash management. Through its proprietary risk management and compliance program, Safe Harbor operates under regulations promulgated under the Bank Secrecy Act (“BSA”) and additional FinCEN guidance, as demonstrated by passing 15 state and federal examinations since inception.
To help cannabis operators overcome their historic reliance on expensive, non-traditional forms of capital, Safe Harbor launched one of the first commercial cannabis lending platforms in late 2021. Since initiating the program, Safe Harbor has an actionable pipeline of over $300 million from both its existing and new clients. With its low cost of capital advantage, underpinned by industry-leading compliance and underwriting, Safe Harbor offers competitive rates with flexible structure and collateral packages ushering in a new wave of commercial capital for the cannabis industry.
Management Comments
“Safe Harbor is the most compelling investment opportunity we have encountered in the cannabis industry as both operators and investors. Safe Harbor is one of the only multi-state financial service organizations to successfully navigate the highly regulated cannabis banking industry, providing services that operators in other industries take for granted,” noted John Darwin and Joshua Mann, Co-CEOs of Northern Lights, both of whom will remain on Northern Lights’ Board of Directors upon completion of the transaction. “Setting the gold standard for regulatory compliance, as well as providing access to growth capital across the entire cannabis value chain, Safe Harbor is uniquely positioned to scale. We are confident that our collective experience in the cannabis industry and strong pipeline of lending opportunities are complementary to the incredible business Sundie and her team have established.”
Sundie Seefried, Chief Executive Officer of Safe Harbor, stated, “The acquisition by Northern Lights will allow Safe Harbor to advance its efforts to remain the premier cannabis financial services provider. Over the last seven years, our team has pioneered what many consider to be the industry standard cannabis banking platform by establishing strong internal processes and controls, and by complying with rigorous state and federal banking guidelines. Through the SPAC transaction, we believe Safe Harbor will be well-positioned to expand its suite of financial services for our existing and new clients and continue to support the growth of the cannabis industry at a very high level. Our goal is to become a ‘one-stop-shop’ for cannabis business financial needs.”
Transaction Overview
Northern Lights will acquire Safe Harbor, a subsidiary of PCCU for a total of $185 million, of which $70 million will be paid in cash and $115 million in shares of Northern Lights Class A common stock. The estimated post-transaction equity value of the Company will be approximately $327 million, assuming no redemptions by the stockholders of Northern Lights. The transaction will provide up to $107 million of gross proceeds (assuming no redemptions), including $117 million from Northern Lights’ cash-in-trust and a fully committed $60 million PIPE from institutional investors.
The transaction is subject to approval by the stockholders of Northern Lights and other customary closing conditions. Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Northern Lights with the Securities and Exchange Commission, and will be available at www.sec.gov.
About Secure Harbor Monetary
Secure Harbor is without doubt one of the first monetary providers suppliers to supply dependable entry to banking options for hashish, hemp, CBD, and ancillary operators, making communities safer, driving development in native economies, and fostering long-term partnerships. Secure Harbor, by its companions, serves the regulated hashish trade and implements the best normal of accountability, transparency, monitoring, reporting, and threat mitigation measures whereas assembly BSA obligations in keeping with FinCEN steerage on CRBs. Over the previous seven years, Secure Harbor has processed over $11 billion in transactions with operations spanning 20 states with regulated hashish markets. For extra data, go to www.shfinancial.org.
About Northern Lights Acquisition Corp.
Northern Lights is a clean test firm fashioned for the aim of effecting a merger, amalgamation, share alternate, asset acquisition, share buy, reorganization, or related enterprise mixture with a number of companies. For extra data, go to northernlightsacquisitioncorp.com
About NLIT Sponsor
The Sponsor is an affiliate of Luminous Capital Inc. (“Luminous”), a U.S. and Canadian-based non-public fairness agency with a workforce of trade consultants which have managed operations from idea to public firm exit, raised and deployed institutional capital, and held board seats on a number of non-public and public hashish firms. For extra data, go to www.luminouscapitalinc.com.
Advisors
EF Hutton, division of Benchmark Investments, LLC, is serving as placement agent and capital markets adviser. Nelson Mullins Riley & Scarborough LLP is serving as authorized advisor to Northern Lights. Donald T. Emmi, Esq. and David Waller, Esq. are serving as authorized advisors to Secure Harbor and PCCU. KCSA Strategic Communications is serving as public relations and investor relations advisor.
Cautionary Assertion Concerning Ahead Wanting Statements
Sure statements contained on this press launch represent “forward-looking statements” throughout the which means of federal securities legal guidelines. Ahead-looking statements could embody, however will not be restricted to, statements with respect to (i) tendencies within the hashish trade, together with modifications in U.S and state legal guidelines, guidelines, laws and steerage referring to Secure Harbor’s providers; (ii) Secure Harbor’s development prospects and Secure Harbor’s market dimension; (iii) Secure Harbor’s projected monetary and operational efficiency, together with relative to its rivals; (iv) new product and repair choices Secure Harbor could introduce sooner or later; (v) the potential transaction, together with the implied enterprise worth, the anticipated post-closing possession construction and the probability and skill of the events to efficiently consummate the potential transaction; (vi) the chance that the proposed enterprise mixture is probably not accomplished in a well timed method or in any respect, which can adversely have an effect on the value of Northern Lights’ securities; (vii) the failure to fulfill the circumstances to the consummation of the proposed enterprise mixture, together with the approval of the proposed enterprise mixture by the stockholders of Northern Lights; (viii) the impact of the announcement or pendency of the proposed enterprise mixture on Northern Lights’ or Secure Harbor’s enterprise relationships, efficiency, and enterprise usually; (ix) the result of any authorized proceedings which may be instituted in opposition to Northern Lights or Secure Harbor associated to the definitive unit buy settlement or the proposed enterprise mixture; (x) the flexibility to take care of the itemizing of Northern Lights’ securities on the Nasdaq Capital Market; (xi) the value of Northern Lights’ securities, together with volatility ensuing from modifications within the aggressive and extremely regulated trade by which Secure Harbor plans to function, variations in efficiency throughout rivals, modifications in legal guidelines and laws affecting Secure Harbor’s enterprise and modifications within the mixed capital construction; (xii) the flexibility to implement enterprise plans, forecasts, and different expectations after the completion of the proposed enterprise mixture, and establish and understand further alternatives; and (xiii) different statements relating to Secure Harbor’s and Northern Lights’ expectations, hopes, beliefs, intentions or methods relating to the long run. As well as, any statements that check with projections, forecasts or different characterizations of future occasions or circumstances, together with any underlying assumptions, are forward-looking statements. The phrases “anticipate,” “imagine,” “proceed,” “may,” “estimate,” “count on,” “intends,” “outlook,” “could,” “may,” “plan,” “attainable,” “potential,” “predict,” “venture,” “ought to,” “would,” and related expressions could establish forward-looking statements, however the absence of those phrases doesn’t imply {that a} assertion just isn’t forward-looking. Ahead-looking statements are predictions, projections and different statements about future occasions which are primarily based on present expectations and assumptions and, in consequence, are topic, are topic to dangers and uncertainties. It’s best to rigorously take into account the dangers and uncertainties described within the “Threat Elements” part of Northern Lights’ registration assertion on Kind S-1, any proxy assertion referring to the transaction, which is anticipated to be filed by Northern Lights with the SEC, different paperwork filed by Northern Lights infrequently with SEC, and any threat elements made out there to you in reference to Northern Lights, Secure Harbor, and the transaction. These forward-looking statements contain quite a few dangers and uncertainties (a few of that are past the management of Secure Harbor and Northern Lights), and different assumptions, which will trigger the precise outcomes or efficiency to be materially totally different from these expressed or implied by these forward-looking statements.
Further Details about the Enterprise Mixture and The place to Discover It
The proposed enterprise mixture shall be submitted to the stockholders of Northern Lights for his or her consideration. Northern Lights intends to file a preliminary proxy assertion on Schedule 14A (the “Preliminary Proxy Assertion”) with the SEC to be distributed to the stockholders of Northern Lights in reference to Northern Lights’ solicitation for proxies for the vote by the stockholders of Northern Lights reference to the proposed enterprise mixture and different issues as described within the Preliminary Proxy Assertion. After the Preliminary Proxy Assertion has been filed and cleared for dissemination by the SEC, Northern Lights will mail a definitive proxy assertion (the “Definitive Proxy Assertion”) and different related paperwork to its stockholders as of the document date established for voting on the proposed enterprise mixture. Earlier than making any voting choice, the stockholders of Northern Lights and different individuals are suggested to learn, as soon as out there, the Preliminary Proxy Assertion and any amendments thereto and, as soon as out there, the Definitive Proxy Assertion, together with all different related paperwork filed or that shall be filed with the SEC in reference to the proposed enterprise mixture and Northern Lights’ solicitation of proxies for its particular assembly of stockholders to be held to approve, amongst different issues, the proposed enterprise mixture, as a result of these paperwork will include essential details about Northern Lights, Secure Harbor, and the proposed enterprise mixture. Stockholders will be capable to acquire free copies of the Preliminary or Definitive Proxy Assertion, as soon as out there, in addition to different paperwork filed with the SEC relating to the proposed enterprise mixture and different paperwork filed with the SEC by Northern Lights, with out cost, on the SEC’s web site situated at www.sec.gov or by directing a request to Northern Lights Acquisition Company, 10 East 53rd Road, Suite 3001, New York, NY, 10022.
No Supply or Solicitation
This press launch pertains to a proposed enterprise mixture between Northern Lights and Secure Harbor and doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction by which such supply, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction.
SOURCE Secure Harbor Monetary
