SHF (SHFS) 10-Q 22 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 22, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
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 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
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

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 172,441	$ 254,523
Prepaid expense	30,000	7,499
Prepaid insurance	175,000	175,000
Total current assets	377,441	437,022
Noncurrent assets
Prepaid insurance – noncurrent portion		87,500
Deferred offering costs	201,405
Investments held in Trust Account	118,450,000	117,321,508
Total assets	119,028,846	117,846,030
Current liabilities
Accounts payable and accrued expenses	2,074,027	306,792
Income tax payable	13,526
Franchise tax payable	100,000	168,767
Total current liabilities	2,187,553	475,559
Warrant liabilities	1,394,453	2,826,876
Advance from sponsor	1,150,000
Forward purchase option derivative liability	795,942
Deferred underwriter fee payable	4,025,000	4,025,000
Total liabilities	9,552,948	7,327,435
Commitments and Contingencies (Note 6)
Class A Common Stock subject to possible redemption; 7,695,128 shares as of June 30, 2022 and 11,500,000 as of December 2021 at redemption value	79,259,819	117,300,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding
Additional paid in capital	38,039,801
Accumulated deficit	(7,824,443)	(6,781,746)
Total stockholders’ equity (deficit)	30,216,079	(6,781,405)
Total liabilities and stockholders’ deficit	119,028,846	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 as of June 30, 2022 and December 31, 2021	433	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 as of June 30, 2022 and December 31, 2021	$ 288	$ 288

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Temproary equity redemption shares	7,695,128	11,500,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,250,000	1,250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	4,333,047	528,175
Common stock, shares outstanding	4,333,047	528,175
Common stock, shares redemption	7,695,128	11,500,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	12,500,000	12,500,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Income Statement [Abstract]
Forward purchase option expense	$ 781,070			$ 781,070
Formation and operating costs	1,032,004	10,105	10,900	1,701,791
Franchise tax expense	60,969			110,969
Loss from operation costs	(1,874,043)	(10,105)	(10,900)	(2,593,830)
Other income (expense):
Interest earned on marketable securities held in trust account	145,992	17	17	147,108
Unrealized loss from marketable securities held in trust account		(9,495)	(9,495)
Change in fair value of warrant derivative liabilities	(70,796)	(1,462,306)	(1,462,306)	1,432,423
Change in fair value of forward purchase option derivative liability	(14,872)			(14,872)
Offering costs allocated to warrants		(261,838)	(261,838)
Total other income (expense)	60,324	(1,733,622)	(1,733,622)	1,564,659
Loss before taxes	(1,813,719)	(1,743,727)	(1,744,522)	(1,029,171)
Income tax expense	13,526			13,526
Net loss	$ (1,827,245)	$ (1,743,727)	$ (1,744,522)	$ (1,042,697)
Basic and diluted weighted average shares outstanding Class A subject to redemption	11,332,753	10,302,592	10,302,592	11,415,914
Basic and diluted net loss per common stock subject to redemption.	$ (0.12)	$ 0	$ 0	$ (0.07)
Basic and diluted weighted average shares outstanding Class A, Class A non-redemption and Class B non-redemption	3,570,422	2,931,887	2,916,414	3,487,261
Basic and diluted net loss per common stock not subject to redemption	$ (0.12)	$ (0.59)	$ (0.59)	$ (0.07)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)		Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Feb. 25, 2021
Beginning balance, shares at Feb. 25, 2021
Deferred underwriter fee				(4,025,000)		(4,025,000)
Net loss					(1,744,522)	(1,744,522)
Sale of IPO Units, net of offering costs		$ 1,203		118,303,708		118,304,911
Sale of IPO Units, net of offering costs, shares		12,028,175
Warrant liabilities				(5,031,474)		(5,031,474)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99(1)		$ (1,150)		(109,271,946)	(8,026,904)	(117,300,000)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99, shares		(11,500,000)
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
Ending balance, value at Jun. 30, 2021		$ 53	$ 288		(9,771,425)	(9,771,084)
Ending balance, shares at Jun. 30, 2021		528,175	2,875,000
Beginning balance, value at Mar. 31, 2021			$ 288	24,712	(795)	24,205
Beginning balance, shares at Mar. 31, 2021			2,875,000
Deferred underwriter fee				(4,025,000)		(4,025,000)
Net loss					(1,743,727)	(1,743,727)
Sale of IPO Units, net of offering costs		$ 1,203		118,303,708		118,304,911
Sale of IPO Units, net of offering costs, shares		12,028,175
Warrant liabilities				(5,031,474)		(5,031,474)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99(1)		$ (1,150)		(109,271,946)	(8,026,904)	(117,300,000)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99, shares		(11,500,000)
Ending balance, value at Jun. 30, 2021		$ 53	$ 288		(9,771,425)	(9,771,084)
Ending balance, shares at Jun. 30, 2021		528,175	2,875,000
Beginning balance, value at Dec. 31, 2021		$ 53	$ 288		(6,781,746)	(6,781,405)
Beginning balance, shares at Dec. 31, 2021		528,175	2,875,000
Reclassification of temporary equity to permanent equity		$ 380		38,809,314		38,809,694
Reclassification of temporary equity to permanent equity, shares		3,804,872
Deferred underwriter fee				(769,513)		(769,513)
Net loss					(1,042,697)	(1,042,697)
Warrant liabilities	[1]					(38,809,314)
Ending balance, value at Jun. 30, 2022		$ 433	$ 288	38,039,801	(7,824,443)	30,216,079
Ending balance, shares at Jun. 30, 2022		4,333,047	2,875,000
Beginning balance, value at Mar. 31, 2022		$ 53	$ 288		(5,997,198)	(5,996,857)
Beginning balance, shares at Mar. 31, 2022		528,175	2,875,000
Reclassification of temporary equity to permanent equity		$ 380		38,809,314		38,809,694
Reclassification of temporary equity to permanent equity, shares		3,804,872
Deferred underwriter fee				(769,513)		(769,513)
Net loss					(1,827,245)	(1,827,245)
Ending balance, value at Jun. 30, 2022		$ 433	$ 288	$ 38,039,801	$ (7,824,443)	$ 30,216,079
Ending balance, shares at Jun. 30, 2022		4,333,047	2,875,000
[1]Represents 3,804,872

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	4 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Cash flow from operating activities:
Net loss	$ (1,744,522)	$ (1,042,697)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain from securities held in Trust Account	9,495
Interest earned on securities held in trust account	(17)	(147,108)
Initial fair value of forward purchase option reported as operating expense		781,070
Change in fair value of warrant and forward purchase option derivative liabilities	1,462,306	(1,417,551)
Offering costs allocated to warrants	261,838
Changes in operating assets and liabilities:
Prepaid insurance	(350,000)	87,500
Deferred operating cost		(201,405)
Prepaid expense		(22,501)
Income tax payable		13,526
Franchise tax payable		(68,767)
Accounts payable and accrued expenses	360,795	1,767,234
Net cash used in operating activities	(105)	(250,699)
Cash flow from investing activities:
Investment of cash in Trust Account	(117,300,000)	(1,150,000)
Cash transferred from Trust Account		168,617
Net cash used in financing activities	(117,300,000)	(981,383)
Cash flow 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 sponsor advance		1,150,000
Payment of offering costs	(342,840)
Net cash provided by financing activities	118,238,910	1,150,000
Net change in cash	938,805	(82,082)
Cash at the beginning of the period		254,523
Cash at the end of the period	938,805	172,441
Supplemental disclosure of non-cash financing activities:
Accrued deferred offering costs		176,405
Initial classification of warrant liabilities	5,031,474
Offering costs charged to additional paid in capital included in accrued expenses	78,100
Offering costs charged to additional paid in capital paid by promissory note-related party	$ 92,737

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
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 As of June 30, 2022, the Company had not yet commenced any operations. All activity for the period February 26, 2021 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the closing of the initial public offering, the Company has entered into a unit purchase agreement and a securities purchase agreement (as described below). 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 11,500,000 115,000,000 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 10.00 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 $ 938,853 172,441 1,810,112 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 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) On February 11, 2022, the Company and 5AK, LLC (our “Sponsor”) entered into a definitive unit purchase agreement (the “Unit Purchase Agreement”) with SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (“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 Business Combination, we 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 Concurrently with entering into the Unit Purchase Agreement, we 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 we agreed to issue and sell to the PIPE Investors, an aggregate of 60,000 0.0001 50 60.0 The Company’s stockholders approved the Business Combination at the special meeting of stockholders held on June 28, 2022. In connection with the proposed Business Combination with SHF, the Company provided its public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination. Stockholders holding 7,554,784 In the event the proposed Business Combination with SHF is not consummated, in connection with an alternative proposed initial business combination, the Company will provide its public 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 The Company initially had until June 28, 2022 to consummate a Business Combination. If the Company was unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering, such period could (i) be extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $ 2,300,000 The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) Liquidity As of June 30, 2022, the Company had $ 172,441 1,810,112 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 September 28, 2022, 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 September 28, 2022, we anticipate identifying and accessing additional capital resources in order to extend the Business Combination period to December 28, 2022. 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 September 28, 2022. Should a Business Combination not occur by September 28, 2022, Management has determined that given the liquidity condition of the Company as well as the uncertainty regarding the Company’s ability to extend the deadline to consummate the Business Combination, 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 September 28, 2022. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Deferred offering costs Deferred offering costs consist of costs incurred in connection with preparation for the PIPE Financing to be executed in conjunction with the Business Combination. These costs, together with the underwriting discounts and commissions, will be allocated among the freestanding financial instruments that are included in the PIPE Financing. As of June 30, 2022, the Company had deferred offering costs of $ 201,405 176,405 no Forward purchase agreement On June 16, 2022, the Company, SHF, and Midtown East Management NL LLC, a Delaware limited liability company (“ Midtown East Forward Purchase Agreement Forward Purchase Transaction 0.0001 Class A Common Stock Redeeming Holders Subject Shares 5,000,000 9.9 Certificate of Incorporation Subsequent to entering into the Forward Purchase Agreement, the Company, the Target, and Midtown East entered into assignment and novation agreements with Verdun Investments LLC (“ Verdun Vellar 1,666,666 1,599,496 1,180,376 1,025,000 Purchased Shares 10.21 630,736 5 At June 30, 2022, Midtown East and its assignees had purchased 3,804,872 38,809,694 The primary purpose of entering into the Forward Purchase Agreement is to help ensure the maximum redemption threshold condition in the Unit Purchase Agreement will be met, increasing the likelihood that the transaction will close. 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. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, including the proposed Business Combination with SHF, or the operations of a target business with which the Company ultimately consummates a Business Combination, including SHF, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed 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	6 Months Ended
	Jun. 30, 2022
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 independent registered public accounting firm 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of the balance sheets 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 $ 172,441 254,523 Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 On June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor, deposited $ 1,150,000 168,617 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. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods. If management is unable to estimate a portion of its ordinary income, but is otherwise able to reliably estimate the remainder, ASC 740-270-25-3 provides that the tax applicable to that item be reported in the interim period in which the item occurs. The tax (or benefit) related to ordinary income (or loss) shall be computed at an estimated annual effective tax rate and the tax (or benefit) related to all other items shall be individually computed and recognized when the items occur. Management is unable to estimate a portion of its ordinary income and as a result had computed the company’s tax provision in accordance with ASC 740-270-25-3 The Company’s effective tax rate was ( 0.75 %) and 0.00 % for the three months ended June 30, 2022 and 2021, respectively, and ( 1.31 %) and 0.00 % for the six months ended June 30, 2022 and the period February 26, 2021 to June 30, 2021 respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three months ended June 30, 2022 and 2021 and for the six months ended June 30, 2022 and the period February 26, 2021 to June 30, 2021, primarily due to changes in fair value in warrant liability, changes in fair value in the Forward Purchase Agreement derivative liability, and the valuation allowance on the deferred tax assets. ASC Topic 740 also 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 recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Offering Costs Associated with the Initial Public Offering and PIPE 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. Deferred offering costs as of June 30, 2022 consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the PIPE 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 June 30, 2022 and December 31, 2021, there were 4,333,047 528,175 shares, respectively, of Class A Common Stock issued and outstanding that were issued as component securities of the Private Placement Units (Note 4). At December 31, 2021, 11,500,000 shares of Class A Common Stock were subject to possible redemption. At June 30, 2022, 7,695,128 3,804,872 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 sheets is reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets 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 ) Extension payment classified as temporary equity Plus: Accretion of carrying value to redemption value 13,595,210 Class A Common Stock subject to possible redemption $ 117,300,000 As of June 30, 2022, the Class A Common Stock reflected on the balance sheets are reconciled in the following table: Class A Common Stock subject to possible redemption at December 31, 2021 $ 117,300,000 Gross Proceeds $ 117,300,000 Less: Proceeds allocated to shares not redeemed - Class A Common Stock par value (1) (380 ) Proceeds allocated to shares not subject to redemption (380 ) Proceeds allocated to shares not redeemed – additional paid in capital (1) (38,809,314 ) Extension payment classified as temporary equity 769,513 Proceeds allocated to public warrants (38,809,314 ) Class A Common Stock subject to possible redemption $ 79,259,819 (1) Represents 3,804,872 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) 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 Corporation coverage limit of $ 250,000 Net Income (Loss) Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock shares outstanding for the period. The calculation of diluted loss 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 loss 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 loss 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 loss per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Three Months For the Three Months Ended June 30, 2022 Ended June 30, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption $ (1,389,484 ) $ (9,478 ) Denominator: weighted average number of redeemable Class A Common Stock 11,332,753 10,302,592 Basic and diluted net loss per redeemable Class A Common Stock $ (0.12 ) $ (0.00 ) Non-redeemable Class A and Class B common stock Numerator: net loss allocable to non-redeemable Class A and Class B common stock $ (437,761 ) $ (1,753,205 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,570,422 2,931,887 Basic and diluted net income per non-redeemable Class A and Class B common stock $ (0.12 ) $ (0.59 ) For the Six Months For the Period from February 26, 2021 (inception) Ended June 30, 2022 Through June 30, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption $ (798,712 ) $ (9,478 ) Denominator: weighted average number of redeemable Class A Common Stock 11,415,914 10,302,592 Basic and diluted net loss per redeemable Class A Common Stock $ (0.07 ) $ (0.00 ) Non-redeemable Class A and Class B common stock Numerator: net loss allocable to non-redeemable Class A and Class B common stock $ (243,985 ) $ (1,753,205 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,487,261 2,916,414 Basic and diluted net loss per non-redeemable Class A and Class B common stock $ (0.07 ) $ (0.59 ) NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED 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 Measurement,” approximates the carrying amounts represented in the accompanying condensed 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS 2 — Summary of Significant Accounting Policies (Continued) 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.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2022
Public Offering
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 0.0001 11.50

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
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.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
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 Effective January 18, 2022, 90,000 0.009 The option to purchase the Founders Shares provided to the Company’s CFO is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 800,725 8.90 The Founder Shares which the Sponsor and its permitted transferees will collectively own, on an as-converted basis, represent 20 12.50 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 5— Related Party Transactions (Continued) 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 On June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor through a non-interest bearing advance (the “Advance”), deposited $ 1,150,000 If the Company anticipates that it may not be able to consummate a Business Combination by September 28, 2022, 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 one additional time by an additional three months (for a total of up to 18 months to complete a Business Combination from the consummation of the Company’s IPO), 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 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 During the three months ending June 30, 2022, Luminous Capital Inc., an affiliate of the Sponsor, paid $ 222,211 168,617 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 30,000 60,000 10,000 10,000 0 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
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. Underwriters 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. Forward Purchase Agreement The Company and Safe Harbor have agreed to pay (jointly and severally) to Midtown East a break-up fee equal to the sum of (i) all quarterly structuring fees and attorney fees and other reasonable expenses related thereto incurred by Midtown East or its affiliates in connection with the Forward Purchase Transaction, plus (ii) $ 1,000,000

Warrant Liability

Warrant Liability	6 Months Ended
	Jun. 30, 2022
Warrant Liability
Warrant Liability	Note 7 – Warrant Liability As of June 30, 2022 and 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 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. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 7 – Warrant Liability (Continued) 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. 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. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 7 – Warrant Liability (Continued) 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 are identical to the Public Warrants underlying the Units 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 are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and 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.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Stockholders’ Equity	Note 8 – Stockholders’ Equity Preferred Stock 1,250,000 0.0001 no Class A Common Stock 125,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 4,333,047 528,175 shares, respectively, of Class A Common Stock issued or outstanding, excluding shares subject to possible redemption. As of June 30, 2022, 3,804,872 of the original 11,500,000 shares of Class A Common Stock subject to possible redemption had elected not to redeem pursuant to the forward purchase agreement. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 8 – Stockholders’ Equity (Continued) 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	6 Months Ended
	Jun. 30, 2022
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 June 30, 2022 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 Significant Significant Description (Level 1) (Level 2) (Level 3) Liabilities: Public Warrants $ 1,322,500 $ - $ - Private Placement Warrants $ - $ - $ 71,953 Forward purchase option derivative $ - $ - $ 795,942 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: NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 9 – Fair Value Measurements (Continued) Quoted Prices Significant Significant Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,321,508 $ - $ - Liabilities: Public Warrants $ 2,701,925 $ - $ - Private Placement Warrants $ - $ - $ 124,951 Warrant liabilities $ - $ - $ 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 measurement, 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 June 30, 2022 and 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. As of June 30, 2022 and December 31, 2021, assets held in the Trust Account were entirely held in a mutual fund invested in U.S. Treasury Securities. The Company recognized $ 781,070 in expense and liabilities for the forward purchase option derivative upon the agreement execution of June 16, 2022 with a change in fair value of $ 14,872 The fair value of the forward purchase option derivative was estimated using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted at the term-matched risk-free rate. Finally, the value of the forward is calculated as the average present value over all simulated paths. The Company measured the fair value of the forward purchase option derivative upon execution of the Forward Purchase Agreement and as of June 30, 2022, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. The Company will continue to monitor the fair value of the forward option derivative each reporting period with subsequent revisions to be recorded in the Consolidated Statements of Operations. The Company recognized $ 5,031,474 5,852,750 224,474 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 it relates to the warrants as of their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs December 31, 2021 June 30, 2022 (Private Warrant) (Private Warrant) Exercise price $ 11.50 $ 11.50 Share price $ 10.07 $ 10.61 Expected term (years) 5.28 5.14 Probability of Acquisition 90.0 % 90.0 % Volatility 8.3 % 25.0 % Risk-free rate 1.28 % 3.01 % Dividend yield (per share) 0.00 % 0.00 % The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the forward purchase agreement option at the measurement dates: Schedule of Level 3 Fair Value Measurement Inputs June 16, 2022 June 30, 2022 Share price $ 10.18 $ 10.61 Expected term (years) 3.18 3.14 Probability of Acquisition 90.0 % 90.0 % Volatility 10.6 % 25.0 % Risk-free rate 3.36 % 3.02 % BB bonds rate 6.92 % 7.17 % C bonds rate 13.95 % 14.49 % Warrants measurement inputs 13.95 % 14.49 % NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 9 – Fair Value Measurements (Continued) The change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 (inception) through June 30, 2022 is summarized as follows: Schedule of Derivative Warrant Liabilities Private Public Warrant Fair value as of December 31, 2021 $ 124,951 $ 2,701,925 $ 2,826,876 Change in valuation inputs or other assumptions (1)(2) (1)(2) (52,998 ) (1,379,425 ) (1,432,423 ) Fair value as of June 30, 2022 $ 71,953 $ 1,322,500 $ 1,394,453 (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.

Forward Purchase Agreement

Forward Purchase Agreement	6 Months Ended
	Jun. 30, 2022
Forward Purchase Agreement
Forward Purchase Agreement	Note 10 – Forward Purchase Agreement As discussed in Note 1 on June 16, 2022, NLIT entered into a Forward Purchase Agreement with Midtown and its assignees for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, Midtown and its assignees, as of June 30, 2022, had purchased approximately 3,804,872 38,847,743 i) At any time prior to the Valuation Date, Midtown may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If Midtown sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. Midtown shall retain any proceeds from the sale of such shares in excess of such pro-rata portion paid to the Company. The Business Combination Target will be entitled to the product of the number of shares sold times the redemption price or the Reset Price. The Reset Price is adjusted on the first scheduled trading day of each month following the Business Combination and is the lower of: i) the then current reset price, ii) $ 10.00 5.00 ii) On the Valuation Date, if any shares subject to the Forward Purchase Agreement remain unsold, Midtown is entitled to the product of the unsold shares multiplied by the Forward Price (which is equal to the redemption price as outlined in our Amended and Restated Certificate of Incorporation dated June 21, 2021) and an incremental $ 2.00 2.00 iii) If the volume weighted average share price (“VWAP”) of the shares falls below $3.00 per share for 20 out of any 30 consecutive trading days (a “VWAP Trigger Event”), then Midtown may elect to accelerate the Valuation Date to the date of such VWAP Trigger Event. If Midtown elects to accelerate the Valuation Date, the settlement amount returned to the Company would follow the methodology in the above section which will equate to the product of unsold shares multiplied by the Forward Price ad an incremental $2.00 per unsold share to be settled in cash or shares. A break-up fee equal to (i) all (a) structuring fees and (b) attorney fees and other reasonable expenses related thereto incurred by Midtown or its assignees in connection with the forward purchase agreement, plus (ii) $ 1,000,000 In accordance with ASC 815, Derivatives and Hedging

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events 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)	6 Months Ended
	Jun. 30, 2022
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 independent registered public accounting firm 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
Use of Estimates	Use of Estimates The preparation of the balance sheets 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 $ 172,441 254,523
Trust Account	Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 On June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor, deposited $ 1,150,000 168,617
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. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods. If management is unable to estimate a portion of its ordinary income, but is otherwise able to reliably estimate the remainder, ASC 740-270-25-3 provides that the tax applicable to that item be reported in the interim period in which the item occurs. The tax (or benefit) related to ordinary income (or loss) shall be computed at an estimated annual effective tax rate and the tax (or benefit) related to all other items shall be individually computed and recognized when the items occur. Management is unable to estimate a portion of its ordinary income and as a result had computed the company’s tax provision in accordance with ASC 740-270-25-3 The Company’s effective tax rate was ( 0.75 %) and 0.00 % for the three months ended June 30, 2022 and 2021, respectively, and ( 1.31 %) and 0.00 % for the six months ended June 30, 2022 and the period February 26, 2021 to June 30, 2021 respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three months ended June 30, 2022 and 2021 and for the six months ended June 30, 2022 and the period February 26, 2021 to June 30, 2021, primarily due to changes in fair value in warrant liability, changes in fair value in the Forward Purchase Agreement derivative liability, and the valuation allowance on the deferred tax assets. ASC Topic 740 also 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 recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
Offering Costs Associated with the Initial Public Offering and PIPE Offering	Offering Costs Associated with the Initial Public Offering and PIPE 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. Deferred offering costs as of June 30, 2022 consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the PIPE 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 June 30, 2022 and December 31, 2021, there were 4,333,047 528,175 shares, respectively, of Class A Common Stock issued and outstanding that were issued as component securities of the Private Placement Units (Note 4). At December 31, 2021, 11,500,000 shares of Class A Common Stock were subject to possible redemption. At June 30, 2022, 7,695,128 3,804,872 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 sheets is reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets 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 ) Extension payment classified as temporary equity Plus: Accretion of carrying value to redemption value 13,595,210 Class A Common Stock subject to possible redemption $ 117,300,000 As of June 30, 2022, the Class A Common Stock reflected on the balance sheets are reconciled in the following table: Class A Common Stock subject to possible redemption at December 31, 2021 $ 117,300,000 Gross Proceeds $ 117,300,000 Less: Proceeds allocated to shares not redeemed - Class A Common Stock par value (1) (380 ) Proceeds allocated to shares not subject to redemption (380 ) Proceeds allocated to shares not redeemed – additional paid in capital (1) (38,809,314 ) Extension payment classified as temporary equity 769,513 Proceeds allocated to public warrants (38,809,314 ) Class A Common Stock subject to possible redemption $ 79,259,819 (1) Represents 3,804,872 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
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 Corporation coverage limit of $ 250,000
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock shares outstanding for the period. The calculation of diluted loss 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 loss 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 loss 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 loss per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Three Months For the Three Months Ended June 30, 2022 Ended June 30, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption $ (1,389,484 ) $ (9,478 ) Denominator: weighted average number of redeemable Class A Common Stock 11,332,753 10,302,592 Basic and diluted net loss per redeemable Class A Common Stock $ (0.12 ) $ (0.00 ) Non-redeemable Class A and Class B common stock Numerator: net loss allocable to non-redeemable Class A and Class B common stock $ (437,761 ) $ (1,753,205 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,570,422 2,931,887 Basic and diluted net income per non-redeemable Class A and Class B common stock $ (0.12 ) $ (0.59 ) For the Six Months For the Period from February 26, 2021 (inception) Ended June 30, 2022 Through June 30, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption $ (798,712 ) $ (9,478 ) Denominator: weighted average number of redeemable Class A Common Stock 11,415,914 10,302,592 Basic and diluted net loss per redeemable Class A Common Stock $ (0.07 ) $ (0.00 ) Non-redeemable Class A and Class B common stock Numerator: net loss allocable to non-redeemable Class A and Class B common stock $ (243,985 ) $ (1,753,205 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,487,261 2,916,414 Basic and diluted net loss per non-redeemable Class A and Class B common stock $ (0.07 ) $ (0.59 ) NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED 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 Measurement,” approximates the carrying amounts represented in the accompanying condensed 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS 2 — Summary of Significant Accounting Policies (Continued)
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)	6 Months Ended
	Jun. 30, 2022
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 sheets is reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets 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 ) Extension payment classified as temporary equity Plus: Accretion of carrying value to redemption value 13,595,210 Class A Common Stock subject to possible redemption $ 117,300,000 As of June 30, 2022, the Class A Common Stock reflected on the balance sheets are reconciled in the following table: Class A Common Stock subject to possible redemption at December 31, 2021 $ 117,300,000 Gross Proceeds $ 117,300,000 Less: Proceeds allocated to shares not redeemed - Class A Common Stock par value (1) (380 ) Proceeds allocated to shares not subject to redemption (380 ) Proceeds allocated to shares not redeemed – additional paid in capital (1) (38,809,314 ) Extension payment classified as temporary equity 769,513 Proceeds allocated to public warrants (38,809,314 ) Class A Common Stock subject to possible redemption $ 79,259,819 (1) Represents 3,804,872
Schedule of Calculation of Basic and Diluted Net Income Per Share	The following table reflects the calculation of basic and diluted net loss per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Three Months For the Three Months Ended June 30, 2022 Ended June 30, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption $ (1,389,484 ) $ (9,478 ) Denominator: weighted average number of redeemable Class A Common Stock 11,332,753 10,302,592 Basic and diluted net loss per redeemable Class A Common Stock $ (0.12 ) $ (0.00 ) Non-redeemable Class A and Class B common stock Numerator: net loss allocable to non-redeemable Class A and Class B common stock $ (437,761 ) $ (1,753,205 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,570,422 2,931,887 Basic and diluted net income per non-redeemable Class A and Class B common stock $ (0.12 ) $ (0.59 ) For the Six Months For the Period from February 26, 2021 (inception) Ended June 30, 2022 Through June 30, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption $ (798,712 ) $ (9,478 ) Denominator: weighted average number of redeemable Class A Common Stock 11,415,914 10,302,592 Basic and diluted net loss per redeemable Class A Common Stock $ (0.07 ) $ (0.00 ) Non-redeemable Class A and Class B common stock Numerator: net loss allocable to non-redeemable Class A and Class B common stock $ (243,985 ) $ (1,753,205 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,487,261 2,916,414 Basic and diluted net loss per non-redeemable Class A and Class B common stock $ (0.07 ) $ (0.59 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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 June 30, 2022 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 Significant Significant Description (Level 1) (Level 2) (Level 3) Liabilities: Public Warrants $ 1,322,500 $ - $ - Private Placement Warrants $ - $ - $ 71,953 Forward purchase option derivative $ - $ - $ 795,942 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: NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 9 – Fair Value Measurements (Continued) Quoted Prices Significant Significant Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,321,508 $ - $ - Liabilities: Public Warrants $ 2,701,925 $ - $ - Private Placement Warrants $ - $ - $ 124,951 Warrant liabilities $ - $ - $ 124,951
Schedule of Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the warrants as of their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs December 31, 2021 June 30, 2022 (Private Warrant) (Private Warrant) Exercise price $ 11.50 $ 11.50 Share price $ 10.07 $ 10.61 Expected term (years) 5.28 5.14 Probability of Acquisition 90.0 % 90.0 % Volatility 8.3 % 25.0 % Risk-free rate 1.28 % 3.01 % 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 December 31, 2021 (inception) through June 30, 2022 is summarized as follows: Schedule of Derivative Warrant Liabilities Private Public Warrant Fair value as of December 31, 2021 $ 124,951 $ 2,701,925 $ 2,826,876 Change in valuation inputs or other assumptions (1)(2) (1)(2) (52,998 ) (1,379,425 ) (1,432,423 ) Fair value as of June 30, 2022 $ 71,953 $ 1,322,500 $ 1,394,453 (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.
Purchase Agreement Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Schedule of Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the forward purchase agreement option at the measurement dates: Schedule of Level 3 Fair Value Measurement Inputs June 16, 2022 June 30, 2022 Share price $ 10.18 $ 10.61 Expected term (years) 3.18 3.14 Probability of Acquisition 90.0 % 90.0 % Volatility 10.6 % 25.0 % Risk-free rate 3.36 % 3.02 % BB bonds rate 6.92 % 7.17 % C bonds rate 13.95 % 14.49 % Warrants measurement inputs 13.95 % 14.49 %

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)			1 Months Ended		4 Months Ended	6 Months Ended	12 Months Ended
	Feb. 11, 2022	Jun. 28, 2021	Jun. 30, 2022	Jun. 27, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 28, 2022	Jun. 16, 2022
Date of incorporation						Feb. 26, 2021
Proceeds from issuance initial public offering						$ 117,300,000	$ 115,000,000
Number of shares sold in transaction						11,500,000
Exercised price per share			$ 10			$ 10
Proceeds from issuance of private placement					$ 5,281,750
Cash			$ 172,441			172,441
Working capital			$ 1,810,112			$ 1,810,112
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
Preferred stock, par value			$ 0.0001			$ 0.0001	$ 0.0001
Issuance of common stock					$ 25,000
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 either immediately prior to or 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
Cash			$ 172,441			$ 172,441	$ 254,523
Deferred offering costs			201,405			201,405	$ 0
Accrued offering cost			$ 176,405			$ 176,405
Midtown East Management NL LLC [Member]
Purchase price of share			3,804,872			3,804,872
Reclassified from temporary equity			$ 38,809,694
Sponsor [Member]
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 third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”)
Maximum [Member]
Deposits			$ 2,300,000			$ 2,300,000
Common Class A [Member]
Exercised price per share			$ 12.50			$ 12.50
Common stock, shares redemption			7,695,128			7,695,128	11,500,000	7,554,784
Aggregate purchase of common stock shares			4,333,047	1,025,000		4,333,047	528,175		5,000,000
Transaction purchase price per share				$ 10.21
Purchase price of share				630,736
Percentage of transaction purchase price				5%
Common Class A [Member] | Midtown East Management NL LLC [Member]
Aggregate purchase of common stock shares				1,599,496
Purchase price of share			38,847,743			38,847,743
Common Class A [Member] | Verdun Investments LLC [Member]
Aggregate purchase of common stock shares				1,180,376					1,666,666
Common Class A [Member] | Minimum [Member] | Midtown East Management NL LLC [Member]
Ownership percentage									9.90%
Series A Convertible Preferred Stock [Member]
Number of shares sold in transaction	60,000
Preferred stock, par value	$ 0.0001								$ 0.0001
Warrant to purchase, percentage	5,000%
Issuance of common stock	$ 60,000,000
SHF Holding Co., LLC [Member]
Cash	70,000,000
Number of issued	$ 185,000,000
Tangible net assets			$ 5,000,001			$ 5,000,001
SHF Holding Co., LLC [Member] | Common Class A [Member]
Number of shares issued in acquisition transaction	11,386,139
Number of shares issued in acquisition transaction value	$ 115,000,000
IPO [Member]
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 sale of equity						$ 25,000
Transaction costs		$ 6,263,677
Cash		938,853
Description of acquired entity						The Company initially had until June 28, 2022 to consummate a Business Combination. If the Company was unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering, such period could (i) be extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $2,300,000 into the Trust Account, be extended up to six additional months to December 28, 2022. On June 27, 2022, the Company, with proceeds advanced from an affiliate of the Sponsor, deposited $1,150,000 in the Trust Account extending operations for three months from June 28, 2022 to September 28, 2022. If the Company is unable to complete a Business Combination by September 28, 2022, such period could (i) be extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation or (ii) at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $1,150,000 into the Trust Account, be extended an additional three months to December 28, 2022. If the Company is unable to complete a Business Combination by December 28, 2022 and such period is not extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. On June 30, 2022, $168,617 in Trust Account interest income was released to the Company and utilized to pay franchise taxes
IPO [Member] | Promissory Note [Member]
Proceed from the promissory note						$ 92,737
IPO [Member] | Underwriting Fees [Member]
Transaction costs		1,725,000
IPO [Member] | Deferred Underwriting Commissions [Member]
Transaction costs		4,025,000
IPO [Member] | Other Offering Costs [Member]
Transaction costs		$ 513,677
Private Placement [Member]
Proceeds from issuance initial public offering						$ 117,300,000
Number of shares sold in transaction		528,175
Exercised price per share		$ 10	$ 10			$ 10
Proceeds from issuance of private placement		$ 5,281,750
Number of shares issued in acquisition transaction						528,175
Number of shares issued in acquisition transaction value						$ 5,281,750
Transaction purchase price per share			$ 10			$ 10
Trust Account [Member]
Exercised price per share		$ 10
Proceeds from sale of equity		$ 117,300,000

Schedule of Common Stock Reflec

Schedule of Common Stock Reflected on the Balance Sheets (Details) - USD ($)	3 Months Ended	4 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022		Dec. 31, 2021
Accounting Policies [Abstract]
Gross Proceeds			$ 117,300,000		$ 115,000,000
Proceeds allocated to shares not redeemed – additional paid in capital	$ (5,031,474)	$ (5,031,474)	(38,809,314)	[1]	(5,031,474)
Proceeds allocated to shares not redeemed - Class A Common Stock par value			(380)	[1]	(59)
Issuance costs related to Class A Common Stock					(6,263,677)
Extension payment classified as temporary equity			769,513
Accretion of carrying value to redemption value					13,595,210
Class A Common Stock subject to possible redemption			$ 79,259,819		$ 117,300,000
[1]Represents 3,804,872

Schedule of Common Stock Refl_2

Schedule of Common Stock Reflected on the Balance Sheets (Details) (Parenthetical)	6 Months Ended
	Jun. 30, 2022 USD ($)
Accounting Policies [Abstract]
Redemption forward purchase agreement	$ 3,804,872

Schedule of Calculation of Basi

Schedule of Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Denominator: weighted average number of non-redeemable Class A and Class B common stock	3,570,422	2,931,887	2,916,414	3,487,261
Basic and diluted net loss per non-redeemable Class A and Class B common stock	$ (0.12)	$ (0.59)	$ (0.59)	$ (0.07)
Numerator: net loss allocable to non-redeemable Class A and Class B common stock	$ (1,827,245)	$ (1,743,727)	$ (1,744,522)	$ (1,042,697)
Redeemable Class A Common Shares [Member]
Numerator: net loss allocable to redeemable Class A Common Stock subject to possible redemption	$ (1,389,484)	$ (9,478)	$ (9,478)	$ (798,712)
Denominator: weighted average number of non-redeemable Class A and Class B common stock	11,332,753	10,302,592	10,302,592	11,415,914
Basic and diluted net loss per non-redeemable Class A and Class B common stock	$ (0.12)	$ 0	$ 0	$ (0.07)
Non-redeemable Class A and B Common Shares [Member] | Private Placement [Member]
Denominator: weighted average number of non-redeemable Class A and Class B common stock	3,570,422	2,931,887	2,916,414	3,487,261
Basic and diluted net loss per non-redeemable Class A and Class B common stock	$ (0.12)	$ (0.59)	$ (0.59)	$ (0.07)
Numerator: net loss allocable to non-redeemable Class A and Class B common stock	$ (437,761)	$ (1,753,205)	$ (1,753,205)	$ (243,985)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended	12 Months Ended
	Jun. 27, 2022	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 16, 2022
Subsidiary, Sale of Stock [Line Items]
Cash		$ 172,441	$ 172,441			$ 172,441	$ 254,523
Gross proceeds						117,300,000	$ 115,000,000
Proceeds advanced from affiliate	$ 1,150,000					$ 1,150,000
Trust account interest income		168,617
Effective Income Tax Rate Reconciliation, Percent			0.75%	0%	0%	1.31%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent					21%
Cash, FDIC insured amount		$ 250,000	$ 250,000			$ 250,000
Warrants exercisable						6,014,088
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Share issue price per share	$ 10.21
Common stock, shares issued	1,025,000	4,333,047	4,333,047			4,333,047	528,175	5,000,000
Common stock, shares outstanding		4,333,047	4,333,047			4,333,047	528,175
Common stock, shares redemption		7,695,128	7,695,128			7,695,128	11,500,000
Common Class A [Member] | Purchasers [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares redemption		3,804,872	3,804,872			3,804,872
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds						$ 117,300,000
Share issue price per share		$ 10	$ 10			$ 10

Public Offering (Details Narrat

Public Offering (Details Narrative) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Number of shares sold in transaction	11,500,000
Sale of stock price per share	$ 10
Public Warrant [Member]
Warrant exercise price	11.50
Common Class A [Member]
Sale of stock price per share	12.50
Common stock, par value	$ 0.0001	$ 0.0001

Private Placement (Details Narr

Private Placement (Details Narrative) - Private Placement [Member]	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
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 ($)				3 Months Ended		4 Months Ended	6 Months Ended	12 Months Ended
	Jun. 27, 2022	Mar. 24, 2021	Mar. 19, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues					$ 118,304,911	$ 118,304,911
Initial public offering percentage							20%
Price per share				$ 10			$ 10
Share price per share				10			$ 10
Proceeds advanced from affiliate	$ 1,150,000						$ 1,150,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Price per share				0.10			$ 0.10
Share price per share				$ 0.10			$ 0.10
Related party - business combination description							If the Company anticipates that it may not be able to consummate a Business Combination by September 28, 2022, 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 one additional time by an additional three months (for a total of up to 18 months to complete a Business Combination from the consummation of the Company’s IPO), subject to the Sponsor depositing additional funds into the Trust Account as set out below.
Related Party Loans [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Deposit				$ 1,150,000			$ 1,150,000
Luminous Capital Inc [Member]
Related Party Transaction [Line Items]
Proceeds advanced from affiliate				222,211
Trust account interest income							168,617
Support fee							10,000	$ 0
Luminous Capital Inc [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Reimbursement of office space, secretarial and administrative support							10,000
Support fee				$ 30,000	$ 10,000	$ 10,000	$ 60,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Share price per share				$ 10			$ 10
Extension Loans [Member] | Related Party Loans [Member]
Related Party Transaction [Line Items]
Share price per share				10			$ 10
Extension Loans [Member] | Related Party Loans [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Total payment							$ 2,300,000
Maximum [Member]
Related Party Transaction [Line Items]
Share price per share				$ 5			$ 5
Maximum [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Promissory note - related party				$ 1,500,000			$ 1,500,000
Independent Director Three [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		10,000
Mr Fameree [Member]
Related Party Transaction [Line Items]
Business combination contingent per share			$ 0.009
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		10,000
Fair valur of options granted shares							90,000
Fair valur of options granted shares							$ 800,725
Fair valur of options granted per share							$ 8.90
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			2,875,000
Stock Issued During Period, Value, New Issues			$ 25,000
Common Class B [Member] | Mr Fameree [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			90,000
Common Class A [Member]
Related Party Transaction [Line Items]
Price per share				$ 12.50			$ 12.50

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Gross Proceeds	$ 117,300,000	$ 115,000,000
Redemption forward purchase agreement	3,804,872
Midtown East [Member]
Loss Contingencies [Line Items]
Redemption forward purchase agreement	$ 1,000,000
Underwriters Agreement [Member] | Deferred Fee [Member]
Loss Contingencies [Line Items]
Percentage of discount on gross proceeds of initial public offering	3.50%
Gross Proceeds	$ 4,025,000
Underwriters Agreement [Member] | Cash [Member]
Loss Contingencies [Line Items]
Percentage of discount on gross proceeds of initial public offering	1.50%
Gross Proceeds	$ 1,725,000
Underwriters Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Option to purchase shares	1,500,000

Warrant Liability (Details Narr

Warrant Liability (Details Narrative) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
IPO [Member]
Number of warrants issued	6,014,088
Common Class A [Member]
Shares issued, Price per share	$ 18
Public Warrants [Member]
Class of Warrant or Right, Outstanding	5,750,000	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	$ 0.01
Number of warrants issued	5,750,000
Private Placement Warrants [Member]
Class of Warrant or Right, Outstanding	264,088	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		6 Months Ended
	Mar. 24, 2021	Jun. 30, 2022	Jun. 27, 2022	Jun. 16, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized		1,250,000			1,250,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001			$ 0.0001
Preferred stock, shares issued		0			0
Preferred stock, shares outstanding		0			0
Redemption of common shares		3,804,872
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, New Issues	10,000
Independent Director Three [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized		125,000,000			125,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001			$ 0.0001
Common stock, shares issued		4,333,047	1,025,000	5,000,000	528,175
Common stock, shares outstanding		4,333,047			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			12,500,000
Common Stock, Par or Stated Value Per Share		$ 0.0001			$ 0.0001
Common stock, shares issued		2,875,000			2,875,000
Common stock, shares outstanding		2,875,000			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] - USD ($)	Jun. 30, 2022	Dec. 31, 2021
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]
Warrant liabilities	$ 1,322,500	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]
Warrant liabilities
Fair Value, Inputs, Level 1 [Member] | Forward Purchase Option Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
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]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member] | Forward Purchase Option Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
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]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	71,953	$ 124,951
Fair Value, Inputs, Level 3 [Member] | Forward Purchase Option Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 795,942

Schedule of Level 3 Fair Value

Schedule of Level 3 Fair Value Measurement Inputs (Details)	Jun. 30, 2022 $ / shares	Jun. 16, 2022 $ / shares	Dec. 31, 2021 $ / shares
Measurement Input, Expected Term [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	3 years 1 month 20 days	3 years 2 months 4 days
Private Warrant [Member] | Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	11.50		11.50
Private Warrant [Member] | Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	10.61		10.07
Private Warrant [Member] | Measurement Input Probability Acquisition [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	90		90
Private Warrant [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	25		8.3
Private Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	3.01		1.28
Private Warrant [Member] | Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	0		0
Public and Private Warrants [Member] | Measurement Input, Share Price [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	10.61	10.18
Public and Private Warrants [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years 1 month 20 days		5 years 3 months 10 days
Public and Private Warrants [Member] | Measurement Input Probability Acquisition [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	90	90
Public and Private Warrants [Member] | Measurement Input, Price Volatility [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	25	10.6
Public and Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	3.02	3.36
Public and Private Warrants [Member] | Measurement Input B B Bonds Rate [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	7.17	6.92
Public and Private Warrants [Member] | Measurement Input C Bonds Rate [Member] | Purchase Agreement Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement inputs	14.49	13.95

Schedule of Derivative Warrant

Schedule of Derivative Warrant Liabilities (Details)	6 Months Ended
	Jun. 30, 2022 USD ($)
Private Placement Warrants [Member]
Fair value as of December 31, 2021	$ 124,951
Change in valuation inputs or other assumptions (1)(2)	(52,998)	[1],[2]
Fair value as of June 30, 2022	71,953
Public Warrants [Member]
Fair value as of December 31, 2021	2,701,925
Change in valuation inputs or other assumptions (1)(2)	(1,379,425)	[1],[2]
Fair value as of June 30, 2022	1,322,500
Warrant Liability [Member]
Fair value as of December 31, 2021	2,826,876
Change in valuation inputs or other assumptions (1)(2)	(1,432,423)	[1],[2]
Fair value as of June 30, 2022	$ 1,394,453
[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 ($)	6 Months Ended
	Jun. 30, 2022	Jun. 28, 2021
Change in fair value recognized	$ 14,872
Warrant [Member]
Derivative warrant liability		$ 5,031,474
Private Placement Warrants [Member]
Derivative warrant liability	5,852,750
Fair value of derivative liability	$ 224,474

Forward Purchase Agreement (Det

Forward Purchase Agreement (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 27, 2022
Share price per share	$ 10
Increamental unsold shares price per share	2
Increamental settlement in cash price per share	$ 2
Incremental settlement description	If the volume weighted average share price (“VWAP”) of the shares falls below $3.00 per share for 20 out of any 30 consecutive trading days (a “VWAP Trigger Event”), then Midtown may elect to accelerate the Valuation Date to the date of such VWAP Trigger Event. If Midtown elects to accelerate the Valuation Date, the settlement amount returned to the Company would follow the methodology in the above section which will equate to the product of unsold shares multiplied by the Forward Price ad an incremental $2.00 per unsold share to be settled in cash or shares.
Business combination purchase price expenses	$ 1,000,000
Maximum [Member]
Share price per share	$ 5
Common Class A [Member]
Purchase price of share		630,736
Midtown East Management NL LLC [Member]
Purchase price of share	3,804,872
Midtown East Management NL LLC [Member] | Common Class A [Member]
Purchase price of share	38,847,743