SHF (SHFS) 10-K 25 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($) $ in Thousands	10 Months Ended
	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40524
Entity Registrant Name	Northern Lights Acquisition Corp.
Entity Central Index Key	0001854963
Entity Tax Identification Number	86-2409612
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	10 East 53rd Street
Entity Address, Address Line Two	Suite 3001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(510)
Local Phone Number	323-2526
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 116,495
ICFR Auditor Attestation Flag	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Hartford, CT
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	NLITU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	NLIT
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	NLITW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		12,028,175
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current Assets
Cash	$ 254,523
Prepaid expense	7,499
Prepaid insurance-current portion	175,000
Total current assets	437,022
Noncurrent Assets
Prepaid insurance-noncurrent portion	87,500
Investments held in Trust Account	117,321,508
Total assets	117,846,030
Current liabilities
Accrued expenses	306,792
Franchise tax payable	168,767
Total current liabilities	475,559
Noncurrent liabilities
Warrant liabilities	2,826,876
Deferred underwriter fee payable	4,025,000
Total liabilities	7,327,435
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 11,500,000 shares at redemption value of $10.20	117,300,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding
Accumulated deficit	(6,781,746)
Total stockholders’ deficit	(6,781,405)
Total liabilities and stockholders’ deficit	117,846,030
Common Class A [Member]
Stockholders’ Deficit
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 issued and outstanding	53
Common Class B [Member]
Stockholders’ Deficit
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 issued and outstanding	$ 288

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2021$ / sharesshares
Temproary equity redemption shares	11,500,000
Temporary equity, redemption price per share | $ / shares	$ 10.20
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,250,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	125,000,000
Common stock, shares issued	528,175
Common stock, shares outstanding	528,175
Common stock, shares redemption	11,500,000
Common Class B [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	12,500,000
Common stock, shares issued	2,875,000
Common stock, shares outstanding	2,875,000

Statement of Operations

Statement of Operations	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 550,343
Franchise tax expenses	168,767
Loss from operation costs	(719,110)
Other income and expense:
Change in fair value of warrant liabilities	2,204,598
Offering costs allocated to warrants	(261,838)
Realized gain from marketable securities held in Trust Account	21,508
Net income	$ 1,245,158
Weighted average shares outstanding of Class A common stock subject to redemption | shares	6,944,805
Basic and diluted net income per common stock subject to redemption | $ / shares	$ 0.12
Weighted average shares outstanding Class A and Class B non-redeemable common stock | shares	3,193,963
Basic and diluted net income per common stock not subject to redemption | $ / shares	$ 0.12

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficits - 10 months ended Dec. 31, 2021 - USD ($)	Common Class A [Member]Common Stock [Member]	Common Class B [Member]Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance — February 26, 2021 (inception) at Feb. 25, 2021
Balance, shares at Feb. 25, 2021
Issuance of Class B Common Stock to Sponsor		$ 288	24,712		25,000
Issuance of Class B Common Stock to Sponsor, shares		2,875,000
Sale of non-redeemable private placement units to sponsor	$ 53		5,281,697		5,281,750
Sale of non-redeemable private placement units to sponsor, shares	528,175
Redemption of Class A common stock subject to possible redemption			(5,306,409)	(8,026,904)	(13,333,313)
Net income				1,245,158	1,245,158
Balance – December 31, 2021 at Dec. 31, 2021	$ 53	$ 288		$ (6,781,746)	$ (6,781,405)
Balance, shares at Dec. 31, 2021	528,175	2,875,000

Statement of Cash Flows

Statement of Cash Flows	10 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ 1,245,158
Adjustments to reconcile net loss to net cash used in operating activities:
Realized gain from securities held in Trust Account	(21,508)
Change in fair value of warrant liability	(2,204,598)
Offering costs allocated to warrants	261,838
Changes in operating assets and liabilities:
Prepaid insurance	(262,500)
Prepaid expenses	(7,499)
Accrued expense	271,792
Franchise tax payable	168,767
Net cash used in operating activities	(548,550)
Cash flows from investing activities:
Investment of cash in Trust Account	(117,300,000)
Net cash used in investing activities	(117,300,000)
Cash flows from financing activities:
Proceeds from issuance of Class B common stock to sponsor	25,000
Proceeds from sale of Units, net of underwriting discount paid	113,275,000
Proceeds from sale of Private units	5,281,750
Proceeds from related party promissory note	92,737
Payment of related party promissory note	(92,737)
Payment of offering costs	(478,677)
Net cash provided by financing activities	118,103,073
Net change in cash	254,523
Cash at beginning of period
Cash at end of period	254,523
Non-cash investing and financing activities:
Deferred underwriting fee payable	4,025,000
Initial classification of warrant liabilities	5,031,474
Offering costs charged to additional paid-in capital included in accrued expense	$ 35,000

Description of Organization and

Description of Organization and Business Operations	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Northern Lights Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 26, 2021 At December 31, 2021, the Company had not yet commenced any operations. All activity from inception through December 31, 2021 relates to the Company’s formation and the initial public Offering (as defined below), and, since the closing of the initial public offering, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Registration Statement for the Company’s Initial Public Offering was declared effective on June 23, 2021. On June 28, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (“Units” and, with respect to the shares of Class A Common Stock included in the Units offered, the “Public Shares”), generating gross proceeds of $ 115,000,000 , which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 528,175 10.00 5,281,750 Following the closing of the Initial Public Offering on June 28, 2021, an amount of $ 117,300,000 10.20 Transaction costs of the Initial Public Offering amounted to $ 6,263,677 1,725,000 4,025,000 513,677 Following the closing of the Initial Public Offering $ 938,853 254,523 38,537 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination The Company will provide its Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B Common Stock, the Common Stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B Common Stock) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B Common Stock and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination. The Company will have up to 12 months from the closing of our IPO, or until June 28, 2022, to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months, or until December 28, 2023 (“the Combination Period”), to complete a business combination), subject to the sponsor depositing additional funds into the trust account. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100 100,000 10.00 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) Liquidity As of December 31, 2021, the Company had $ 254,523 38,537 11,500,000 10.00 115.0 528,175 10.00 5,281,750 The Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $ 25,000 92,737 The Company intends to complete its initial Business Combination before June 28,2022 and we believe we have sufficient arrangements with our vendors to continue to operate until we complete our initial Business Combination. However, there can be no assurance that the Company will be able to consummate the Business Combination by then. In the event that we are unable to consummate the Business Combination before June 28, 2022 we anticipate identifying and accessing additional capital resources in order to extend the Business Combination period up to 18 months. However, there can be no assurance that the Company will have access to sufficient capital to extend the deadline to consummate the Business Combination. As a result, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” it is uncertain that the Company will have sufficient liquidity to fund the working capital needs of the Company beyond June 28, 2022. Management has determined that given the liquidity condition of the Company, should a Business Combination not occur by June 28, 2022, there is substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. the Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 28, 2022. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 254,523 no Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.20 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) The Company is considered an exempted State of Delaware company and is presently not subject to income taxes or income tax filing requirements in the State of Delaware or the United States. As such, the Company’s tax provision is zero for the period presented. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On December 31, 2021, there are 528,175 11,500,000 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,031,474 ) Proceeds allocated to shares not subject to redemption (59 ) Issuance costs related to Class A common stock (6,263,677 ) Plus: Accretion of carrying value to redemption value 13,595,210 Class A common stock subject to possible redemption 117,300,000 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 6,014,088 The following table reflects the calculation of basic and diluted net income per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Period from February 26, 2021 (inception) Through December 31, 2021 Redeemable Class A common stock subject to possible redemption Numerator: earnings allocable to redeemable Class A common stock subject to possible redemption $ 852,903 Denominator: weighted average number of redeemable Class A common stock 6,944,805 Basic and diluted net income per redeemable Class A common stock $ 0.12 Non-redeemable Class A and Class B common stock Numerator: net income allocable to non-redeemable Class A and Class B common stock $ 392,255 Denominator: weighted average number of non-redeemable Class A and Class B common stock Non-redeemable Class A private placement and Class B common shares, basic and diluted 3,193,963 Basic and diluted net income per non-redeemable Class A and Class B common stock $ 0.12 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options(Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 11.50

Private Placement

Private Placement	10 Months Ended
	Dec. 31, 2021
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 528,175 10.00 5,281,750 The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until the consummation of the Company’s initial business combination except to permitted transferees and (b) the Placement Warrants, 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. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On March 19, 2021, the Company issued an aggregate of 2,875,000 25,000 10,000 10,000 20 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A Common Stock equals or exceeds $ 12.50 Promissory Note — Related Party On February 26, 2021, the Sponsor committed to loan the Company an aggregate of up to $ 300,000 no 92,737 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 0.10 2,300,000 0.10 10.00 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. Furthermore, the letter agreement among the Company and the Company’s officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. The public stockholders will not be afforded an opportunity to vote on the extension of time to consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with such extensions. Administrative Support Agreement Commencing on the date of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Luminous Capital Inc., an affiliate of the Sponsor, up to an amount of $ 10,000 60,000

Commitments and Contingencies

Commitments and Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on June 23, 2021, the holders of the Founder Shares, Private Placement Units (including the securities contained therein), the units (including the securities contained therein) that may be issued upon conversion of the Working Capital Loans, and any shares of Class A Common Stock issuable upon the exercise of the Placement Warrants and any shares of Class A Common Stock, warrants (and underlying Class A Common Stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A Common Stock issuable upon conversion of the founder shares are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 1,500,000 The underwriter was paid a cash underwriting discount of 1.50 1,725,000 3.50 4,025,000 Right of First Refusal For a period beginning on June 28, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of our Registration Statement. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Warrant Liability

Warrant Liability	10 Months Ended
	Dec. 31, 2021
Warrant Liability
Warrant Liability	Note 7 – Warrant Liability At December 31, 2021 the Company has 5,750,000 264,088 Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (i) the date of the completion of a Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.. Notwithstanding the above, if the Company’s shares of Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A Common Stock equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 7 – Warrant Liability (Continued) If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the aggregate 6,014,088 5,750,000 264,088 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Stockholders_ Equity

Stockholders’ Equity	10 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders’ Equity	Note 8 – Stockholders’ Equity Preferred Stock 1,250,000 0.0001 no Class A Common Stock 125,000,000 0.0001 528,175 11,500,000 Class B Common Stock — 12,500,000 0.0001 10,000 10,000 2,875,000 Holders of Class A Common Stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A Common Stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurements

Fair Value Measurements	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 – Fair Value Measurements The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,321,508 $ — $ — Warrant Liabilities: Public Warrants $ 2,701,925 $ — $ — Private Placement Warrants $ — $ — $ 124,951 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. In 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurements, after they split from the units and started trading. The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. At December 31, 2021, assets held in the Trust Account were comprised of $ 508 117,321,000 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 9 – Fair Value Measurements (Continued) The Company recognized $ 5,031,474 5,281,750 224,474 The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants that are not actively traded. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a binomial Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs June 28, 2021 December 31, 2021 (Public and (Private Exercise price $ 11.50 $ 11.50 Share price $ 10.00 $ 10.07 Expected term (years) 5.86 5.28 Probability of Acquisition 90.0 % 90.0 % Volatility 14.7 % 8.3 % Risk-free rate 1.04 % 1.28 % Dividend yield (per share) 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period from June 28, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows: Schedule of Derivative Warrant Liabilities Private Placement Public Warrant Warrant Liability Fair value as of June 28, 2021 (Initial Public Offering) $ 224,474 $ 4,807,000 $ 5,031,474 Change in valuation inputs or other assumptions (1)(2) (99,523 ) (2,105,075 ) (2,204,598 ) Fair value as of December 31, 2021 $ 124,951 2,701,925 2,826,876 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

Income Taxes

Income Taxes	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 – Income Taxes The tax effects of temporary differences that give rise to deferred tax assets are presented below: Schedule of Deferred Tax Assets For the period from February 26, 2021 to December 31, 2021 Deferred Tax Assets: Net operating loss carryforwards $ 87,611 Transaction costs 42,000 Start-up costs 16,885 Total deferred tax assets 146,496 Valuation allowance (146,496 ) Deferred tax asset, net of valuation allowance $ - NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The income tax provision (benefit) consists of the following: Schedule of Income Tax Provision For the period from February 26, 2021 to December 31, 2021 Federal: Current $ - Deferred (146,496 ) State and local: Current - Deferred - Total (146,496 ) Change in valuation allowance 146,496 Income tax provision (benefit) $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. After consideration of all information available, management believes that significant uncertainty exists with the respect to the realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 26, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 146,496 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective Tax Rate For the period from February 26, 2021 to December 31, 2021 Tax benefit at federal statutory rate 21.0 % Increase (decrease) in tax provision resulting from: Warrants – fair market value change (37.2 ) Warrants – formation costs 4.4 Change in valuation allowance 11.8 Effective income tax rate 0.0 % At December 31, 2021, we had $417,198 There were no unrecognized tax benefits related to uncertain tax positions at December 31, 2021. As a result of our operations, we file income tax returns in the US federal jurisdiction and in New York state and are subject to examination by the various taxing authorities, since exception.

Subsequent Event

Subsequent Event	10 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Event	Note 11 – Subsequent Event On February 11, 2022, the Company and the Sponsor entered into a definitive unit purchase agreement (the “Unit Purchase Agreement”) with SHF, LLC d/b/a Safe Harbor Financial (“SHF”), SHF Holding Co., LLC, the sole member of SHF (the “Seller”), and Partner Colorado Credit Union, the sole member of the Seller (“PCCU”). Pursuant to the Unit Purchase Agreement, upon the closing (the “Closing”) of the contemplated transactions (collectively, the “Business Combination”), the Company will purchase all of the issued and outstanding membership interests of SHF in exchange for an aggregate of $ 185,000,000 11,386,139 115,000,000 70,000,000 5,000,001 Concurrently with entering into the Unit Purchase Agreement, the Company entered into a securities purchase agreement (a “Securities Purchase Agreement”) with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 60,000 0.0001 50 60.0 Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than the events included in the above notes, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 254,523 no
Trust Account	Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.20
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) The Company is considered an exempted State of Delaware company and is presently not subject to income taxes or income tax filing requirements in the State of Delaware or the United States. As such, the Company’s tax provision is zero for the period presented.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On December 31, 2021, there are 528,175 11,500,000 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,031,474 ) Proceeds allocated to shares not subject to redemption (59 ) Issuance costs related to Class A common stock (6,263,677 ) Plus: Accretion of carrying value to redemption value 13,595,210 Class A common stock subject to possible redemption 117,300,000 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Net Income Per Share	Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 6,014,088 The following table reflects the calculation of basic and diluted net income per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Period from February 26, 2021 (inception) Through December 31, 2021 Redeemable Class A common stock subject to possible redemption Numerator: earnings allocable to redeemable Class A common stock subject to possible redemption $ 852,903 Denominator: weighted average number of redeemable Class A common stock 6,944,805 Basic and diluted net income per redeemable Class A common stock $ 0.12 Non-redeemable Class A and Class B common stock Numerator: net income allocable to non-redeemable Class A and Class B common stock $ 392,255 Denominator: weighted average number of non-redeemable Class A and Class B common stock Non-redeemable Class A private placement and Class B common shares, basic and diluted 3,193,963 Basic and diluted net income per non-redeemable Class A and Class B common stock $ 0.12 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options(Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Common Stock Reflected on the Balance Sheets	As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,031,474 ) Proceeds allocated to shares not subject to redemption (59 ) Issuance costs related to Class A common stock (6,263,677 ) Plus: Accretion of carrying value to redemption value 13,595,210 Class A common stock subject to possible redemption 117,300,000
Schedule of Calculation of Basic and Diluted Net Income Per Share	The following table reflects the calculation of basic and diluted net income per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Period from February 26, 2021 (inception) Through December 31, 2021 Redeemable Class A common stock subject to possible redemption Numerator: earnings allocable to redeemable Class A common stock subject to possible redemption $ 852,903 Denominator: weighted average number of redeemable Class A common stock 6,944,805 Basic and diluted net income per redeemable Class A common stock $ 0.12 Non-redeemable Class A and Class B common stock Numerator: net income allocable to non-redeemable Class A and Class B common stock $ 392,255 Denominator: weighted average number of non-redeemable Class A and Class B common stock Non-redeemable Class A private placement and Class B common shares, basic and diluted 3,193,963 Basic and diluted net income per non-redeemable Class A and Class B common stock $ 0.12

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,321,508 $ — $ — Warrant Liabilities: Public Warrants $ 2,701,925 $ — $ — Private Placement Warrants $ — $ — $ 124,951
Schedule of Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs June 28, 2021 December 31, 2021 (Public and (Private Exercise price $ 11.50 $ 11.50 Share price $ 10.00 $ 10.07 Expected term (years) 5.86 5.28 Probability of Acquisition 90.0 % 90.0 % Volatility 14.7 % 8.3 % Risk-free rate 1.04 % 1.28 % Dividend yield (per share) 0.00 % 0.00 %
Schedule of Derivative Warrant Liabilities	The change in the fair value of the derivative warrant liabilities for the period from June 28, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows: Schedule of Derivative Warrant Liabilities Private Placement Public Warrant Warrant Liability Fair value as of June 28, 2021 (Initial Public Offering) $ 224,474 $ 4,807,000 $ 5,031,474 Change in valuation inputs or other assumptions (1)(2) (99,523 ) (2,105,075 ) (2,204,598 ) Fair value as of December 31, 2021 $ 124,951 2,701,925 2,826,876 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

Income Taxes (Tables)

Income Taxes (Tables)	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The tax effects of temporary differences that give rise to deferred tax assets are presented below: Schedule of Deferred Tax Assets For the period from February 26, 2021 to December 31, 2021 Deferred Tax Assets: Net operating loss carryforwards $ 87,611 Transaction costs 42,000 Start-up costs 16,885 Total deferred tax assets 146,496 Valuation allowance (146,496 ) Deferred tax asset, net of valuation allowance $ -
Schedule of Income Tax Provision	The income tax provision (benefit) consists of the following: Schedule of Income Tax Provision For the period from February 26, 2021 to December 31, 2021 Federal: Current $ - Deferred (146,496 ) State and local: Current - Deferred - Total (146,496 ) Change in valuation allowance 146,496 Income tax provision (benefit) $ -
Schedule of Effective Tax Rate	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective Tax Rate For the period from February 26, 2021 to December 31, 2021 Tax benefit at federal statutory rate 21.0 % Increase (decrease) in tax provision resulting from: Warrants – fair market value change (37.2 ) Warrants – formation costs 4.4 Change in valuation allowance 11.8 Effective income tax rate 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	Jun. 28, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Date of incorporation		Feb. 26, 2021
Proceeds from issuance initial public offering		$ 115,000,000
Number of shares sold in transaction		11,500,000
Exercised price per share		$ 10
Proceeds from issuance of private placement		$ 5,281,750
Cash		254,523
Cash		254,523
Working capital		$ 38,537
Description of acquired entity		NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination
Reason for business combination		The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination
Redemption percentage		15.00%
Shares Issued, Price Per Share		$ 10
Percentage of outstanding public shares		100.00%
Sponsor [Member]
Property, Plant and Equipment [Line Items]
Description of acquired entity		The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”)
Maximum [Member]
Property, Plant and Equipment [Line Items]
Dissolution expense		$ 100,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Number of shares initial public offering	11,500,000
Proceeds from issuance initial public offering	$ 115,000,000
Exercised price per share	$ 10
Proceeds from Issuance or Sale of Equity		25,000
Transaction costs	$ 6,263,677
Cash	938,853
IPO [Member] | Promissory Note [Member]
Property, Plant and Equipment [Line Items]
Proceeds from Issuance or Sale of Equity		92,737
IPO [Member] | Underwriting Fees [Member]
Property, Plant and Equipment [Line Items]
Transaction costs	1,725,000
IPO [Member] | Deferred Underwriting Commissions [Member]
Property, Plant and Equipment [Line Items]
Transaction costs	4,025,000
IPO [Member] | Other Offering Costs [Member]
Property, Plant and Equipment [Line Items]
Transaction costs	$ 513,677
Private Placement [Member]
Property, Plant and Equipment [Line Items]
Proceeds from issuance initial public offering		$ 117,300,000
Number of shares sold in transaction	528,175
Exercised price per share	$ 10
Proceeds from issuance of private placement	$ 5,281,750
Shares Issued, Price Per Share		$ 10.20
Trust Account [Member]
Property, Plant and Equipment [Line Items]
Exercised price per share	$ 10.20
Proceeds from Issuance or Sale of Equity	$ 117,300,000

Schedule of Common Stock Reflec

Schedule of Common Stock Reflected on the Balance Sheets (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Accounting Policies [Abstract]
Gross Proceeds	$ 115,000,000
Proceeds allocated to public warrants	(5,031,474)
Proceeds allocated to shares not subject to redemption	(59)
Issuance costs related to Class A common stock	(6,263,677)
Accretion of carrying value to redemption value	13,595,210
Class A common stock subject to possible redemption	$ 117,300,000

Schedule of Calculation of Basi

Schedule of Calculation of Basic and Diluted Net Income Per Share (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Non-redeemable Class A private placement and Class B common shares, basic and diluted | shares	3,193,963
Numerator: net income allocable to non-redeemable Class A and Class B common stock | $	$ 1,245,158
Redeemable Class A Common Shares [Member]
Numerator: earnings allocable to redeemable Class A common stock subject to possible redemption | $	$ 852,903
Non-redeemable Class A private placement and Class B common shares, basic and diluted | shares	6,944,805
Basic and diluted net income per non-redeemable Class A and Class B common stock | $ / shares	$ 0.12
Non-redeemable Class A and B Common Shares [Member] | Private Placement [Member]
Non-redeemable Class A private placement and Class B common shares, basic and diluted | shares	3,193,963
Basic and diluted net income per non-redeemable Class A and Class B common stock | $ / shares	$ 0.12
Numerator: net income allocable to non-redeemable Class A and Class B common stock | $	$ 392,255

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Cash	$ 254,523
Cash equivalents	0
Proceeds from issuance initial public offering	$ 115,000,000
Share issue price per share | $ / shares	$ 10
Cash, FDIC insured amount	$ 250,000
Stock issued during period shares warrants exercised. | shares	6,014,088
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares outstanding | shares	528,175
Common stock, shares redemption | shares	11,500,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 117,300,000
Share issue price per share | $ / shares	$ 10.20

Initial Public Offering (Detail

Initial Public Offering (Details Narrative)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Number of shares sold in transaction | shares	11,500,000
Sale of stock price per share	$ 10
Public Warrant [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - Private Placement [Member]	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in acquisition transaction | shares	528,175
Price per share | $ / shares	$ 10
Number of shares issued in acquisition transaction value | $	$ 5,281,750

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 24, 2021	Mar. 19, 2021	Dec. 31, 2021	Feb. 27, 2021
Related Party Transaction [Line Items]
Common stock purchase price			$ 25,000
Initial public offering percentage			20.00%
Price per share			$ 10
Repayment of related party debt			$ 92,737
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Support Fee			$ 60,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Price per share			$ 0.10
Share price per share			$ 0.10
Related party - business combination description			If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,150,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $2,300,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans. If the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the Private Placement Units
Related Party Loans [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Deposit			$ 1,150,000
Luminous Capital Inc. [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Reimbursement of office space, secretarial and administrative support			10,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Outstaning amount			$ 0
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Share price per share			$ 10
Extension Loans [Member] | Related Party Loans [Member]
Related Party Transaction [Line Items]
Share price per share			$ 10
Extension Loans [Member] | Related Party Loans [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Total payment			$ 2,300,000
Maximum [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note - related party				$ 300,000
Maximum [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Promissory note - related party			$ 1,500,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	10,000
Independent Director One [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	10,000
Independent Director Two [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	10,000
Independent Director Three [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	10,000
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares		2,875,000
Common stock purchase price		$ 25,000
Common Class A [Member]
Related Party Transaction [Line Items]
Price per share			$ 12.50

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	10 Months Ended
	Dec. 31, 2021USD ($)shares
Loss Contingencies [Line Items]
Proceeds from issuance initial public offering	$ 115,000,000
Underwriters Agreement [Member] | Deferred Fee [Member]
Loss Contingencies [Line Items]
Percentage of discount on gross proceeds of initial public offering	3.50%
Proceeds from issuance initial public offering	$ 4,025,000
Underwriters Agreement [Member] | Cash [Member]
Loss Contingencies [Line Items]
Percentage of discount on gross proceeds of initial public offering	1.50%
Proceeds from issuance initial public offering	$ 1,725,000
Underwriters Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Option to purchase shares | shares	1,500,000

Warrant Liability (Details Narr

Warrant Liability (Details Narrative)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
IPO [Member]
Number of warrants issued	6,014,088
Common Class A [Member]
Shares issued, Price per share | $ / shares	$ 18
Public Warrants [Member]
Number of warrants outstanding	5,750,000
Warrants description	The Public Warrants will become exercisable on the later of (i) the date of the completion of a Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation
Warrants price per share | $ / shares	$ 0.01
Number of warrants issued	5,750,000
Placement Warrants [Member]
Number of warrants outstanding	264,088
Number of warrants issued	264,088
Class A Common Stock [Member]
Redemption of warrants, description	In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	Mar. 24, 2021	Mar. 19, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized			1,250,000
Preferred stock, par value			$ 0.0001
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Common stock conversion basis			The shares of Class B common stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A Common Stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company
Chief Financial Officer [Member]
Class of Stock [Line Items]
Stock issued during period, shares	10,000
Independent Director One [Member]
Class of Stock [Line Items]
Stock issued during period, shares	10,000
Independent Director Two [Member]
Class of Stock [Line Items]
Stock issued during period, shares	10,000
Independent Director Three [Member]
Class of Stock [Line Items]
Stock issued during period, shares	10,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized			125,000,000
Common stock, par value			$ 0.0001
Common stock, shares outstanding			528,175
Common stock, shares issued			528,175
Redemption of common shares			11,500,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized			12,500,000
Common stock, par value			$ 0.0001
Common stock, shares outstanding			2,875,000
Common stock, shares issued			2,875,000
Stock issued during period, shares		2,875,000

Schedule of Fair Value Assets a

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 117,321,508
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	2,701,925
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	$ 124,951

Schedule of Level 3 Fair Value

Schedule of Level 3 Fair Value Measurement Inputs (Details)	Dec. 31, 2021$ / shares	Jun. 28, 2021$ / shares
Measurement Input, Exercise Price [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs		11.50
Measurement Input, Exercise Price [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs	11.50
Measurement Input, Share Price [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs		10
Measurement Input, Share Price [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs	10.07
Measurement Input, Expected Term [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)		5 years 10 months 9 days
Measurement Input, Expected Term [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years 3 months 10 days
Measurement Input Probability Acquisition [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs		90
Measurement Input Probability Acquisition [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs	90
Measurement Input, Price Volatility [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs		14.7
Measurement Input, Price Volatility [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs	8.3
Measurement Input, Risk Free Interest Rate [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs		1.04
Measurement Input, Risk Free Interest Rate [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs	1.28
Measurement Input, Expected Dividend Rate [Member] | Public And Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs		0
Measurement Input, Expected Dividend Rate [Member] | Private Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant inputs	0

Schedule of Derivative Warrant

Schedule of Derivative Warrant Liabilities (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Private Placement Warrants [Member]
Fair value as of June 28, 2021 (Initial Public Offering)	$ 224,474
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	(99,523)	[1],[2]
Fair value as of December 31, 2021	124,951
Public Warrants [Member]
Fair value as of June 28, 2021 (Initial Public Offering)	4,807,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	(2,105,075)	[1],[2]
Fair value as of December 31, 2021	2,701,925
Warrant Liability [Member]
Fair value as of June 28, 2021 (Initial Public Offering)	5,031,474
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	(2,204,598)	[1],[2]
Fair value as of December 31, 2021	$ 2,826,876
[1]	Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.
[2]	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative) - USD ($)	Dec. 31, 2021	Jun. 28, 2021
Warrant [Member]
Cash and Cash Equivalents [Line Items]
Derivative warrant liability		$ 5,031,474
Private Placement Warrants [Member]
Cash and Cash Equivalents [Line Items]
Derivative warrant liability	$ 5,281,750
Fair value of derivative liability	224,474
Cash [Member]
Cash and Cash Equivalents [Line Items]
Asset held in trust	508
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Asset held in trust	$ 117,321,000

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 87,611
Transaction costs	42,000
Start-up costs	16,885
Total deferred tax assets	146,496
Valuation allowance	(146,496)
Deferred tax asset, net of valuation allowance

Schedule of Income Tax Provisio

Schedule of Income Tax Provision (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Current
Deferred	(146,496)
Current
Deferred
Total	(146,496)
Change in valuation allowance	146,496
Income tax provision (benefit)

Schedule of Effective Tax Rate

Schedule of Effective Tax Rate (Details)	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax benefit at federal statutory rate	21.00%
Warrants – fair market value change	(37.20%)
Warrants – formation costs	4.40%
Change in valuation allowance	11.80%
Effective income tax rate	0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	10 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Change in valuation allowance	$ 146,496
Net operating loss carryforwards	$ 417,198

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) - USD ($)	Feb. 11, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Cash		$ 254,523
Sale of stock number of shares issued		11,500,000
Preferred stock, par value		$ 0.0001
Issuance of common stock		$ 25,000
Series A Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Sale of stock number of shares issued	60,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of common stock	$ 60,000,000
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Warrant to purchase, percentage	50.00%
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, par value	$ 0.0001
Subsequent Event [Member] | SHF Holding Co LLC [Member]
Subsequent Event [Line Items]
Number of outstanding	$ 185,000,000
Number of issued	185,000,000
Cash	70,000,000
Tangible net assets	$ 5,000,001
Subsequent Event [Member] | SHF Holding Co LLC [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Stock issued during period shares acquisition	11,386,139
Stock issued during period value acquisition	$ 115,000,000