UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2021
Northern Lights Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-40524 | 86-2409612 | |
| (Commission File Number) | (IRS Employer Identification No.) |
909 Bannock Street
Denver, Colorado 80204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (510) 323-2526
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | NLITU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, $0.0001 par value per share | NLIT | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | NLITW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sales of Equity Securities |
On June 28, 2021, simultaneously with the consummation of its initial public offering (the “Offering”), Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), consummated the private placement of an aggregate of 528,175 units (the “Private Placement Units”) to 5AK, LLC, the sponsor of the Company (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $5,281,750 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933 (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the units sold in the Offering (described below), except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until the date of the consummation of the Company’s initial business combination except to permitted transferees and (b) the warrants included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.
| Item 8.01. | Other Events |
On June 28, 2021, the Company, consummated the Offering of 10,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. The Company granted the underwriters in the Offering a 45-day option to purchase up to 1,500,000 additional Units solely to cover over-allotments, if any (the “Option”). The underwriters exercised the Option, resulting in an additional $15,000,000 in gross proceeds to the Company. The Offering was made pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-256701), originally filed with the U.S. Securities and Exchange Commission on June 2, 2021 (the “Registration Statement”).
A total of $117,300,000, comprised of the proceeds from the Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions, discounts, and offering expenses, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of: (a) the completion of the Company’s initial business combination; (b) the redemption of any public shares of Class A Common Stock properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) either (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or certain amendments to the Charter prior thereto, or to redeem 100% of the public shares of Class A Common Stock if the Company does not complete its initial business combination within 12 months from the closing of the Offering (or up to 18 months from the closing of the Offering pursuant to the Charter, or as extended by the Company’s stockholders in accordance with the Charter) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity; or (c) the redemption of the Company’s public shares of Class A Common Stock if the Company is unable to complete its initial business combination within 12 months from the closing of the Offering (or up to 18 months from the closing of the Offering pursuant to the Charter, or as extended by the Company’s stockholders in accordance with the Charter), subject to applicable law.
On June 28, 2021, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 | Press release dated June 28, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHERN LIGHTS ACQUISITION CORP. | ||
| Date: June 28, 2021 | By: | /s/ John Darwin |
| John Darwin | ||
| Co-Chief Executive Officer | ||
Exhibit 99.1
Northern Lights Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Over-Allotment Option
Denver, CO / June 28, 2021 / Northern Lights Acquisition Corp. (Nasdaq: NLITU) ("Northern Lights" or the "Company"), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, today announced the closing of its initial public offering (“the Offering”) of 10,000,000 units at $10.00 per unit. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. The underwriters exercised their over-allotment option in full for an additional 1,500,000 units at the time of the closing of the Offering. As a result, the aggregate gross proceeds of the Offering, including the over-allotment, is approximately $115 million, prior to deducting underwriting discounts, commissions, and other Offering expenses.
The Company’s units began trading on the Nasdaq Capital Market on June 24, 2021 under the ticker symbol “NLITU.” Once the securities comprising the units begin separate trading, the shares of common stock and warrants are expected to be listed on the Nasdaq Capital Market under the ticker symbols “NLIT” and “NLITW”, respectively. Each warrant entitles the holder thereof to purchase one-half of one share of Class A common stock at a price of $11.50 per share.
The Company intends to use the net proceeds to acquire a business in the cannabis industry that is compliant with all applicable laws and regulations within the jurisdictions in which it operates or is located.
EF Hutton, division of Benchmark Investments, LLC, acted as Sole Book-Running Manager for the Offering. ARC Group Limited acted as financial advisor to Northern Lights, Nelson Mullins Riley & Scarborough LLP represented Northern Lights, and Loeb & Loeb LLP acted as counsel for the underwriters.
The units described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-256701) that was originally filed with the Securities and Exchange Commission (“SEC”) on June 1, 2021 and declared effective on June 23, 2021. The Offering was made only by means of a prospectus, copies of which may be obtained, from: EF Hutton, division of Benchmark Investments LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002, or by visiting EDGAR on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements," including with respect to the Company's initial public offering and search for an initial business combination. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact
John Darwin
info@luminouscap.ca
(510) 323-2526