Northern Lights Acquisition Corp.

A 19.99% Exchange Cap of only 582,899 shares means fewer than three million shares were outstanding when the CREO agreement was struck - the float is minute, so any issuance is transformative. The Management Participation Proposal under Rule 5635(c) is the harder item: it asks holders to let insiders buy into the same offering, which Nasdaq treats as compensation precisely because insiders may be getting a better price than the market.

The deficiency is nearly a year old: on April 8, 2024 Nasdaq's listing qualifications staff notified the company that for the preceding 30 consecutive business days it had not maintained a $1.00 minimum closing bid price, so it no longer met Marketplace Rule 5550(a)(2). A split is the last mechanical remedy before delisting, and because the warrants are separately listed under SHFSW, failure would strip listings from two securities rather than one.

Insiders committed to vote in favour hold only about 22.8%, so approval genuinely depends on public holders rather than being predetermined, which is unusual and gives the float real influence. Redemption proceeds are protected from the $4,025,000 deferred underwriting fee and other transaction costs, so the cash exit reflects the full pro rata trust share. Holders choosing between cash and equity in a cannabis-sector financial services business are making that decision with a genuinely contested vote rather than a formality.

This is a unit purchase, not a merger: there is no merger subsidiary and no exchange ratio, so the consideration cannot be read off a share count. The meeting date and time remain blanks in this amendment — it states only '[__], 2022 at [__] p.m. Eastern Time' — so no meeting date and no redemption deadline are recorded. The prior amendment, accession 0001387131-22-006593, left the same fields blank but expressed the time as local time rather than Eastern.

The counterparty is a credit union and its subsidiary rather than a venture-backed operating company, and the transaction is a purchase of units, so there is no exchange ratio and no merger subsidiary to trace. The meeting date and time are left as '[_______________], 2022 at [_____] a.m. local time', so this document supports no meeting date, no record date and no redemption deadline, and none is recorded.

The aggregate purchase price is $185 million and is expressly not subject to adjustment: 11,386,139 newly issued shares of Class A Common Stock, valued at $10.10 per share for the purpose of fixing that count, plus $70,000,000 in cash. Because the share number is struck against a stated valuation rather than a market price, a fall in the stock before closing does not reduce what the Seller receives, and the exposure to that sits with the buyer's existing holders.

What changed: Q2 2026 10-Q of SHF Holdings, Inc. (Nasdaq: SHFS), with 12,332,955 Class A shares outstanding as of August 5, 2026; the registered warrants carry a $230 per share exercise price. The forward-looking note identifies among its subjects the potential for federal rescheduling of cannabis, the potential passage of the SAFER Banking Act of 2025, the Reduction Periods, the anticipated benefits of the Second Amended and Restated Commercial Alliance Agreement, the company's ability to resolve its material weaknesses in internal controls over financial reporting, and liquidity and interest-rate risks. Why it matters: This summary is drawn from the cover page and cautionary note of the report; the financial statements are not covered here. The quarter's figures are stated in the company's earnings release (accession 0001493152-26-036747).

What changed: 8-K of SHF Holdings, Inc. (Nasdaq: SHFS). On August 5, 2026 the company entered into Retention Agreements under a Retention Plan its Board approved July 29, 2026, with each Board member and with Terrance Mendez (Chief Executive Officer and Chief Financial Officer), Jeffrey Kay (Chief Marketing Officer) and Michael Regan (Chief Operating Officer). Why it matters: The retention terms pay out on a change in control and raise cash compensation during a defined period of Insolvency — both are contingent triggers that have not occurred. The accounting officer's departure has been deferred until the quarterly report is filed.

What changed: 8-K of SHF Holdings, Inc. Item 5.02 (compensatory arrangements of certain officers): on July 29, 2026 the Board approved a Retention Plan for key employees and directors of the Company and its subsidiaries, plus a form of Retention Agreement, filed as Exhibits 10.1 and 10.2. A Retention Incentive entitles a recipient, subject to conditions, to a payment equal to a designated percentage of base salary or annual Board fees on a Change in Control, and to an increase in base salary or Board fees during a period of Insolvency, each as defined in the plan. Why it matters: The plan pays out on two events the registrant names itself: a change in control and a period of Insolvency. The report gives no participant list, no percentages and no aggregate cost, so the size of the obligation is not stated here; the defined terms are only in the exhibits. Signed by Terrance E. Mendez, who holds both the CEO and CFO titles.

What changed: SHF Holdings, Inc., the Northern Lights Acquisition Corp. successor, said its board appointed Michael Regan as Chief Operating Officer and Secretary on July 15, 2026. His biography and compensation are incorporated from the definitive proxy of May 8, 2026, and no arrangements or family relationships led to the appointment. The filing discloses that on September 30, 2025 Regan participated in the company's Series B Convertible Preferred Stock offering, a related party transaction described in the Form 10-K filed April 15, 2026. Why it matters: Nothing here touches a trust, redemption right or deadline — the SPAC closed years ago. What is worth noting is the governance picture: the new COO is also a Series B preferred investor in the company, so an officer sits on both sides of the capital structure, and the same filing is signed by an executive holding the combined CEO and CFO roles. Concentrated roles and insider participation in financings are the pattern to watch at a small de-SPAC that keeps raising preferred.

What changed: SHF Holdings, Inc., the Northern Lights Acquisition Corp. successor, reported that on July 7, 2026 Douglas Beck, Principal Accounting Officer and Senior Vice President of Finance and Controller, told the company he would resign from his roles effective July 31, 2026. The filing states his departure is not the result of any disagreement with the company on any matter relating to its operations, policies or practices. No successor is named. The report is signed by Terrance E. Mendez, who holds the combined roles of Chief Executive Officer and Chief Financial Officer. Why it matters: Losing the Principal Accounting Officer at a company whose CEO already doubles as CFO leaves the entire finance function in one person's hands, which is a segregation-of-duties problem in a public reporting environment rather than a trust or redemption issue. The filing forecloses the usual concern by stating there was no disagreement. It arrives days before the same company appointed a Chief Operating Officer who is also a preferred stock investor, so senior roles are shifting quickly.