United States securities and exchange commission logo





                               May 12, 2021

       Joshua Mann
       Co-Chief Executive Officer
       Northern Lights Acquisition Corp.
       909 Bannock Street
       Denver, Colorado 80204

                                                        Re: Northern Lights
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 22,
2021
                                                            CIK No. 0001854963

       Dear Mr. Mann:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted April 22, 2021

       Principal Stockholders, page 137

   1.                                                   We note the disclosure
in footnote 1 that Messrs. Darwin and Mann are the control
                                                        persons for 5AK LLC.
Please revise the beneficial ownership table to reflect the shares
                                                        beneficially owned by
Messrs. Darwin and Mann through 5AK LLC.
       Signatures, page II-8

   2.                                                   Please include the
signatures of the majority of the current directors, as required by
                                                        Instruction 1 to the
Signatures of Form S-1.
 Joshua Mann
FirstName  LastNameJoshua
Northern Lights Acquisition Mann
                            Corp.
Comapany
May        NameNorthern Lights Acquisition Corp.
     12, 2021
May 12,
Page 2 2021 Page 2
FirstName LastName
       You may contact Eric McPhee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction
cc:      Andy Tucker