United States securities and exchange commission logo
June 8, 2022
Joshua Mann
Co-Chief Executive Officer and Director
Northern Lights Acquisition Corp.
10 East 53rd Street
Suite 3001
New York, New York 10022
Re: Northern Lights
Acquisition Corp.
Amendment No. 1 to
Preliminary Proxy
Statement on Schedule 14A
Filed May 27, 2022
File No. 001-40524
Dear Mr. Mann:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amended Preliminary Proxy Statement on Schedule 14A
Our Sponsor, certain members of our Board and our officers may have
interests in the Business
Combination..., page 75
1. We note your response
to comment 18. Please confirm that the revised disclosure
discussing the
2,875,000 Founder Shares provides all of the aggregate dollar amount of
what the sponsor and
its affiliates have at risk, with additional quantification of the
individual components
of such amount. Please clarify to us that there are no fees due,
loans extended to the
blank check company, out-of-pocket expenses awaiting
reimbursement, or other
financial considerations that are due following completion of the
business combination.
If there are any such items, please revise the disclosure to include
disclosure that
quantifies those amounts.
Joshua Mann
FirstName LastNameJoshua
Northern Lights Acquisition Mann
Corp.
Comapany
June 8, 2022NameNorthern Lights Acquisition Corp.
June 8,
Page 2 2022 Page 2
FirstName LastName
Risk Factors
The ability of the Company's stockholders to exercise redemption rights...,
page 82
2. Given the current value of assets in the Trust Account, please clarify
at which redemption
level the Company would have less than $5,000,001 in the Trust Account
such that it
would not meet the closing condition in the Purchase Agreement.
Proposal No. 1 - Approval of the Business Combination
Background of the Business Combination, page 119
3. We note your disclosure on page 121 regarding the reasons for the
change in valuation
from $415 million to $185 million, including the longer ramp-up of the
loan program,
increased competition and costs associated with running a public
company. Please revise
the relevant sections, including "Business of Safe Harbor
Financial-Our Growth
Strategies-Lending" and "Business of Safe Harbor
Financial-Competition" to provide
balancing disclosure to those sections based on the Sponsor's findings
when valuing SHF.
Key Challenges
Regulatory Uncertainty, page 168
4. We note your statement that "post-Business Combination, SHF will not
be considered a
regulated entity." Please clarify that SHF will not be regulated as a
banking entity or credit
union, as SHF will still be subject to a range of regulations,
including as the wholly-
owned subsidiary of an SEC registrant.
Business of Safe Harbor Financial
Our Growth Strategies
Lending, page 174
5. We note your response to comment 21. Please clarify here and under the
caption "Our
Competitive Strengths - We have a unique cost of capital advantage..."
on page 171 that as
traditional financial institutions increasingly enter the CRB lending
space that your cost-
of-capital advantage may be eroded as such institutions have a
similarly low cost of
capital from deposits.
SHF's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Business Reorganization, page 178
6. We note in your description of the Amended and Restated Account
Servicing Agreement
that "investment income from CRB-related cash and investments
(excluding loans) will be
shared 25% to PCCU and 75% to SHF". Please clarify what "CRB-related
cash and
investments" refers to, including whether it is limited to cash and
investments that are
deposits held at PCCU or whether, in the future, income from deposits
held at non-PCCU
institutions will have to be shared.
Joshua Mann
Northern Lights Acquisition Corp.
June 8, 2022
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact William Schroeder at 202-551-3294 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Wall at 202-551-4162 or Eric Envall at 202-551-3234 with
any other
questions.
FirstName LastNameJoshua Mann Sincerely,
Comapany NameNorthern Lights Acquisition Corp.
Division of
Corporation Finance
June 8, 2022 Page 3 Office of Finance
FirstName LastName