Northern Lights (NASDAQ:NLIT) announced in an 8-K this morning that it had received redemption requests for all but about 83,795 of its shares ahead of its completion, but its backstops have purchased 4,435,608 shares from would-be redeemers that will now stay with the company.
It adjourned its initial June 24 vote to complete its combination with cannabis financial services provider Safe Harbor and will reopen the meeting at 4 pm ET today. However, Northern Lights also made a $0.10 per share contribution to its trust in order to extend its transaction deadline to September 28. The SPAC says it still intends to close the business combination by June 30, but with this extension it could adjourn the meeting further.
As it stands, redemptions would remove an estimated $71.2 million from Northern Lights’ trust, but it has further supplemented this with a $60 million convertible note PIPE. The deal also has a maximum redemption threshold condition with PIPE investors where the Financing will not be consummated if more than 90% of Class A shareholder redeem.
Safe Harbor is currently wholly owned by Partner Colorado Credit Union, which intended to use this transaction in part to reduce its ownership in Safe Harbor below 50% to limit its own balance sheet constraints. Should proceeds not buy it out to a sufficient extent, it is subject to a six-month lock-up following close.
The SPAC initially announced its $327 million deal earlier this year on February 22. Arvada, Colorado-based Safe Harbor provides commercial banking and other financial services to the cannabis industry.
ADVISORS
- EF Hutton, division of Benchmark Investments, LLC, is serving as placement agent and capital markets adviser.
- Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to Northern Lights.
- Donald T. Emmi, Esq. and David Waller, Esq. are serving as legal advisors to Safe Harbor and PCCU.
- KCSA Strategic Communications is serving as public relations and investor relations advisor.
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