SPAC Archives - Green Market Report

Debra BorchardtSeptember 29, 2022
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Safe Harbor Financial, technically known as SHF Holdings, Inc. (Nasdaq: SHFS) has completed its special purpose acquisition corporation (SPAC) deal with Northern Lights Acquisition Corp. (Nasdaq: NLIT). Northern Lights is now officially known as SHF Holdings and the stock will continue to trade on the Nasdaq marketplace. SHFS Shares began trading at $9, down 12% as the broader market experienced selling and Norther Lights shares closed at $10.81 on Wednesday.

“Today represents a significant milestone in Safe Harbor’s journey,” said Sundie Seefried, founder and Chief Executive Officer of Safe Harbor. “We are thrilled to complete this transaction and eager to continue scaling our business and expanding our offerings to meet the needs of the cannabis industry in the United States. With the strong leadership from our executive management team, Board of Directors, and support from NLIT’s sponsor team, Safe Harbor is well-positioned to be the platform of choice for financial services providers to cannabis operators.”

The deal stumbled a bit on its way to completion, but ultimately was successful. Safe Harbor also closed on September 28, 2022 a PIPE in the amount of $20.45 million of convertible preferred stock and warrants.  To offset the reduced PIPE amount, Partner Colorado Credit Union, Safe Harbor’s indirect parent, agreed to a further amendment to the Unit Purchase Agreement, dated February 11, 2022 to provide for the deferral of approximately $57 million of the $70 million due to the Seller at the closing of the business combination. The increase in the Deferred Cash Consideration will provide Safe Harbor with additional cash to support its post-closing activities.

John Darwin, Co-CEO of NLIT prior to the closing, stated, “With its established leadership position in cannabis-related compliance services and continued growth in its financial institution clients, this is an exciting time for Safe Harbor to become part of a Nasdaq-listed company.”

Safe Harbor Financial was conceived in 2015 as a solution to a major problem that plagued the nascent legalized cannabis industry in Colorado– access to reliable and compliant financial services. Safe Harbor presently processes funds from 20 different states nationally.

Safe Harbor, realizing the funds from the cannabis industry were better banked than unbanked, ventured forward to do the right thing for everyone, bank the deposits under Partner Colorado Credit Union as a DBA up until 2021. Cannabis related funds were already finding their way into the financial system one way or another via hidden, misrepresented accounts and criminal banking behaviors similar to money launderers. After great research, it was obvious that every agency wanted to have accountability and transparency from the industry, but legislation was not supportive of such.

 

 

 


Adam JacksonAugust 22, 2022
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The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) posted increasing losses for the consecutive quarter as its cultivators navigate demand headwinds. The multi-state cannabis SPAC (special purpose acquisition company) reported its second-quarter financials ending June 30, 2022.

While Greenrose reported approximately $9.2 million in rising revenue during the period, the company’s second-quarter net losses totaled $10.3 million, down 132% sequentially; versus a net income of $3.3 million in the same period last year. The earnings were a loss of $0.63 cent per share versus a loss of $0.92 cents in the first quarter.

The company attributed the loss to production interruptions at True Harvest and demand headwinds in the Connecticut market, as well as increased interest expense of $6.9 million, purchase accounting fair value inventory step-up of $2.2 million and intangible amortization expense of $4.0 million.

Theraplant said its second quarter revenues decreased year-over year as a result of “sustained demand headwinds in Connecticut’s medical market, as well as increased competition and impacts from the state’s illicit market.”

The company attributed True Harvest’s second quarter-revenue to production disruptions “stemming from construction on our additional grow rooms.”

“While we continued to incur higher costs associated with ramping our expanded cultivation capacity at both True Harvest and Theraplant, we believe this work improves our positioning for improving our operations in Arizona and preparing for Connecticut’s forthcoming recreational market, respectively,” CEO Mickey Harley said. “As we progress into the second half of 2022, we remain focused on leveraging our existing production efficiencies to deepen and expand our presence in our existing state markets.”

In Connecticut, Greenrose said that the company and its partners tried to apply for four retail licenses and two hybrid retail licenses as part of the state’s equity joint venture (EJV) program, but were denied Connecticut’s Social Equity Council.

“We are working to address deficiencies in the applications,” the company said.

Greenrose posted second-quarter adjusted EBITDA of $3.1 million versus $4.6 million in the prior year quarter. The company said the slump was “primarily driven by the aforementioned lower level of gross profit generated during the quarter, higher corporate general and administrative expenses, and costs related to ramping the Company’s production capacity at Theraplant and True Harvest.”

The company recorded cash and cash equivalents combined with restricted cash at $2.7 million versus to $9.1 million in the period ending December 31, 2021. It said the decrease was driven by acquisition-related expenses and debt obligations.

Greenrose suspended its previously stated full year 2022 guidance “Due to regulatory delays surrounding the expected timing of Connecticut’s recreational cannabis market…The Company expects to re-evaluate and provide further updates on its 2022 outlook as regulatory visibility improves.”


StaffJuly 25, 2022
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Former Cresco Labs co-founder Joseph Caltabiano (OTC: CRLBF) has decided to close his SPAC (special purpose acquisition corp.) Choice Consolidation Corp. (NEO: CDXX.UN.U) (OTCQX: CDXXF) and return the investor’s money. It had raised $172.5 million. The SPAC’s original plan was to target strategically important limited license states, and the company was looking to acquire single-state operators, distressed assets, and rehabilitation licenses. The company released a statement after the market closed on Friday saying that current market conditions favor single-state operators maintaining the status quo until capital is flush to create operating scale. Thus, no appropriate target was found within the timeline for the SPAC.

The SPAC will be wound down and the company’s Class A restricted voting units will be automatically redeemed on or about August 16, 2022. The company’s board of directors has determined that it is in the best interests of the company and its shareholders for the Company to be wound-up as they do not believe that an appropriate qualifying transaction can be identified and completed within the company’s permitted timeline. The SPAC stock began trading on August 1, 2021, on the OTC Marketplace.

“While the creation of the legal and regulated cannabis industry presents the opportunity to harness growth potential of a burgeoning industry, the current shifting market conditions and partisan political gridlock have made our current pathway too unpredictable. After careful review and consideration, we believe it is in the best interest of our shareholders to return their investments at a time when it can be better deployed in other vehicles. Our passion and confidence in the cannabis sector have not waned, and I look forward to unlocking future opportunities in the industry,” said Caltabiano, CEO of Choice Consolidation Corp.

The Choice SPAC did say that when favorable tax benefits are available and cannabis marketing and branding is normalized nationwide, conditions will improve for single-state operators to enter the public market. Viridian Capital Advisors wrote that as of July 15, total equity issuance is off 75.2% y/o/y, with a more significant 78.6% decline in Canadian equity financing.

 


Debra BorchardtJuly 15, 2022
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The SEC has charged cannabis investor Stable Road Capital and its SPAC Stable Road Acquisition Corp. (OTC: SRACU) which became the stock Momentus (NASDAQ: MNTS) for misleading investors. That news caused an investor lawsuit to have the green light to move forward according to a report by Law360. Stable Road is well known in cannabis circles for its financial services to many companies like MedMen (OTC: MMNFF) and Sundial (NASDAQ: SNDL). Investors are accusing the company of pivoting from its initial focus on cannabis to space and then subsequently not telling potential investors of the problems it faced getting regulatory approvals for its space plans. In addition to that, it didn’t disclose its CEO Mikhail Kokorich’s Russian origins. Kokorich is a Russian citizen residing in Switzerland. He served as Momentus’s CEO from the time he founded the company in 2017 until his resignation on January 25, 2021.

Cannabis Connection

Stable Road had established itself as a financial provider in cannabis. MedMen got $5.7 million under its senior secured term loan led by Stable Road Capital in September 2020. Then in the company’s reporting for its fiscal first quarter of 2021, it closed on $3.0 million in additional gross proceeds under its senior secured term loan with funds managed by Stable Road Capital and its affiliates. Stable Road was also mentioned in a Sundial case as a part of a group of investors that had complained that Sundial had made claims in an investor’s presentation that weren’t true. However, the judge ruled against the investors.

These investors have turned the tables on Stable Road, now claiming that the Stable Road SPAC started out claiming it was looking for a cannabis target, but then switched gears to go into space. The minutes from the case dated July 13 read, “In advance of its IPO, Stable Road Corp. filed a prospectus with the SEC on November 8, 2019. Plaintiff alleges that this prospectus represented that Stable Road Corp.’s focus would be an acquisition in the cannabis industry and that the prospectus touted the Stable Road Corp.’s executive teams’ investment and management experience, contacts, and business relationships in the cannabis industry. The prospectus did not mention the space or satellite industry.”

Space SPAC

Instead of finding a cannabis target, the group turned to space. According to the SEC, Stable Road’s SPAC’s initial efforts to identify a merger candidate focused on the cannabis
industry, and dozens of companies in that industry were evaluated, but it ultimately decided not to pursue a target in that industry given changes in the regulatory and business environment. By late June 2020, the SPAC was considering other early-stage growth companies but still had not identified a company for a merger.

The court document stated, “In the summer and fall of 2020, Momentus and Stable Road Corp. entered into a series of transactions that, if approved, would result in Momentus going public through a business combination with Stable Road Corp. On October 7, 2020, Momentus and Stable Road Corp. publicly announced their agreement to merge. The joint press release described Momentus as a “commercial space company offering in-space transportation and infrastructure services.” Despite having never completed a commercial launch carrying customer cargo, and having never recognized any revenue, the press release claimed Momentus’ customers included satellite operators, manufacturers, launch providers, defense contractors such as Lockheed Martin and government agencies such as NASA.” The investors claim that Stable Road didn’t do enough due diligence on Momentus and it seems the SEC agreed.

SEC Settlement

This week, the Securities and Exchange Commission announced charges against Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed merger target Momentus Inc., and Momentus’s founder and former CEO Mikhail Kokorich for misleading claims about Momentus’s technology and about national security risks associated with Kokorich. The SEC said its litigation is proceeding against Kokorich, against whom the SEC filed a complaint in the U.S. District Court for the District of Columbia.

“This case illustrates risks inherent to SPAC transactions, as those who stand to earn significant profits from a SPAC merger may conduct inadequate due diligence and mislead investors,” said SEC Chair Gary Gensler. “Stable Road, a SPAC, and its merger target, Momentus, both misled the investing public. The fact that Momentus lied to Stable Road does not absolve Stable Road of its failure to undertake adequate due diligence to protect shareholders. Today’s actions will prevent the wrongdoers from benefitting at the expense of investors and help to better align the incentives of parties to a SPAC transaction with those of investors relying on truthful information to make investment decisions.”

In the SEC announcement, it stated that Kokorich and Momentus repeatedly told investors that it had “successfully tested” its propulsion technology in space when, in fact, the company’s only in-space test had failed to achieve its primary mission objectives or demonstrate the technology’s commercial viability. “The order finds that Momentus and Kokorich also misrepresented the extent to which national security concerns involving Kokorich undermined Momentus’s ability to secure required governmental licenses essential to its operations. In addition, the order finds that Stable Road repeated Momentus’s misleading statements in public filings associated with the proposed merger and failed its due diligence obligations to investors.”

“Momentus’s former CEO is alleged to have engaged in fraud by misrepresenting the viability of the company’s technology and his status as a national security threat, inducing shareholders to approve a merger in which he stood to obtain shares worth upwards of $200 million,” said Anita B. Bandy, Associate Director of the SEC’s Division of Enforcement. “Our litigation against Kokorich demonstrates our commitment to holding individuals accountable for their statements to investors, which are of particular concern when they are aimed at improperly capitalizing on public interest in popular investment vehicles such as SPACs.”

The SEC said that it reached a settlement with the parties and that Momentus, Stable Road, and Kabot will pay civil penalties of $7 million, $1 million, and $40,000, respectively. Momentus and Stable Road has also agreed to provide PIPE (private investment in public equity) investors with the right to terminate their subscription agreements prior to the shareholder vote to approve the merger; SRC-NI has agreed to forfeit 250,000 founders’ shares it would otherwise have received upon consummation of the business combination; and Momentus has agreed to undertakings requiring enhancements to its disclosure controls, including the creation of an independent board committee and retention of an internal compliance consultant for a period of two years.

Russian Fears

The SEC stated that since 2018, multiple U.S. government agencies have expressed national security concerns about Kokorich, a fact that was well known to both Kokorich and Momentus but never disclosed to investors. “The Bureau of Industry and Security (“BIS”), a bureau of the U.S. Department of Commerce, oversees the issuance of export licenses, which authorize the provision of certain technologies to foreign individuals or entities. The stated mission of the BIS is to “advance U.S. national security, foreign policy, and economic objectives.”
Because Kokorich is a foreign national, he could not access parts of Momentus’s technology without an export license. In 2017, Momentus (then operating under the name “Space Apprentices Enterprise”) applied for an export license for Kokorich. In March 2018, the BIS denied the application on the ground that Kokorich was not an “acceptable recipient” of U.S. origin-items controlled for national security reasons.”

“In April 2018, in connection with Kokorich’s investment in a different space technology company, the Committee on Foreign Investment in the United States (“CFIUS”), an intergovernmental agency that includes the U.S. Departments of Commerce, Defense, and State, informed Kokorich that, as with every transaction it reviews, it assesses whether a foreign person has the capability or intention to exploit or cause harm (which CFIUS defines as the “threat”) and whether the nature of the U.S. business creates susceptibility to impairment of U.S. national security (the “vulnerability”). CFIUS further explained that a national security risk is a “function of the interaction between threat and vulnerability.” CFIUS subsequently informed Kokorich, through his counsel, that it had specific concerns about Kokorich himself, meaning that CFIUS considered Kokorich to be a “threat” that caused his affiliation with that other space technology company to be a risk to national security. As there was no acceptable mitigation option, CFIUS ordered Kokorich to divest his interest in the space technology company in June 2018.”

Kolorich was denied his application as a permanent resident of the U.S. even though he stated he was a Russian critic and wanted political asylum. It was denied due to the inconsistencies in his statements and he ended up leaving the country in January 2021. This relationship with Kolorich was keeping Momentus from receiving governmental approvals, so he left the company, but that didn’t solve all of its problems.

The SEC did note that Momentus and Kolorich didn’t tell Stable Road about the security concerns, but it stressed that it was up to Stable Road to do its due diligence.


Debra BorchardtJuly 1, 2022
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SPACs (Special Purpose Acquisition Corp.) were the hottest thing going on in the cannabis industry for the past couple of years, but the buzz may be wearing off. These SPACs would raise millions and then search for a “qualifying transaction.”  In other words, the money was looking for a company to essentially buy and take public. It was an easy way for cannabis companies to get investor money and quickly become publicly-traded stocks. However, these deals frequently turned sour for the secondary buyers dampening the interest.

Plus, the millions raised didn’t sync well with the size of the companies available to be a target. For example, a SPAC may raise $100 million and then pick a company that maybe did $10 million a year in revenue. Suddenly this small company was given a very rich valuation because the SPAC didn’t have much to choose from. In the beginning, this anomaly was overlooked, but investors began to become a little more discerning. One thing unique about SPACs is that investors can pull out of a deal if they think the numbers just don’t look so great. Jumping ship at the last minute can often throw a SPAC into disarray. Another unique feature of SPACs is the tight time constraints. The SPAC has only so much time to identify a target and then execute. Being forced to add more time to the clock is also a signal of trouble.

Northern Lights

This week, the Northern Lights Acquisition Corp.  (Nasdaq: NLIT) SPAC had to push back its plan to use Safe Harbor Financial as its qualifying transaction. The vote had been planned earlier this week, but now has been pushed back to July 29 with the ability to extend even further to August 31. The business combination was approved by the company’s stockholders at the special meeting of stockholders held on June 28, 2022. Northern Lights said that stockholders who had previously submitted redemption requests in connection with the closing of the could ask that those redemption requests be reversed. In other words, if they chose to bail out of the deal, Northern Lights said they could change their minds. As of June 22, 2022, the company has received redemption requests for 11,416,205 shares of Class A Stock in connection with the Business Combination.

Ceres Acquisition

On Thursday, Ceres Acquisition Corp. (OTCQX: CERAF) announced that it was also extending its timeline to complete a qualifying transaction to December 16, 2022. The Extension was previously approved at a special meeting of the holders of Class A Restricted Voting Shares of Ceres held on June 22, 2022. Ceres’ board of directors has also approved the Extension, which is effective as of June 30, 2022. this isn’t the first-time, the SPAC has pushed out its timeline. Ceres’ final prospectus for its initial public offering was originally dated February 25, 2020, but then the Permitted Timeline was automatically extended from December 3, 2021 to March 3, 2022 and was further extended with the approval of the Class A Restricted Voting Shareholders to June 30, 2022.

Ceres was going to do a deal with Parallel, but that got called off when the company’s finances came under question. Now Ceres says that it believes that it “has identified a number of promising targets and is currently evaluating the business of these prospective targets and engaging in active discussions with an aim towards announcing an exciting qualifying transaction for Ceres’ security holders in the near future.”

 


StaffJune 28, 2022
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The Northern Lights Acquisition Corp. (NASDAQ: NLIT), a special purpose acquisition corporation, has rescheduled its special meeting of stockholders once again to Tuesday, June 28, 2022 at 4:00 pm ET. The vote was originally planned for June 24 in order to approve Safe Harbor Financial as the qualifying transaction for the SPAC. In addition to moving the vote again, Northern Lights also said that it has deposited an aggregate of $1,150,000 (representing $0.10 per public unit sold in the company’s initial public offering) into the company’s trust account to extend the period of time it has to consummate the Business Combination by three months from June 28, 2022 to September 28, 2022, although the company currently anticipates that the Business Combination will close by June 30, 2022 subject to satisfaction or waiver of the closing conditions. 5AK, LLC, the Company’s sponsor, funded the deposit in exchange for a non-interest bearing, unsecured promissory note.

According to Northern Lights, the deal is valued at $185 million or 9.1x 2023 EV/EBITDA vs. 9.7x peer group average according to Northern Lights. The enterprise value of the IPO is 2.0x versus the cannabis SPAC average of 3.0x. These figures were determined by GreenWave Advisors. Once complete, the company will begin trading on the Nasdaq stock exchange under the ticker “SHFS”.

Protecting the SPAC

Last week, Northern Lights said that it had entered into a redemption backstop arrangement in the form of an OTC Equity Prepaid Forward Transaction agreement for up to $50 million with Midtown East Management NL LLC. Midtown East has agreed not to sell any public shares it purchases in connection with the planned business combination. Northern Lights anticipates that the shares purchased in connection with the agreement will help ensure the maximum redemption threshold condition in the business combination agreement will be met. The redemption backstop arrangement is in addition to the $60 million PIPE commitment from certain accredited investors previously announced on February 14, 2022.

According to Crunchbase, Safe Harbor was founded in 2015 and provides banking services to companies in the cannabis industry. It offers financing solutions that complies and follows regulations of the industry. Since legislation protecting cannabis companies’ access to standard banking actions hasn’t been enacted, companies like Safe Harbor continue to fill a need in the industry. Safe Harbor says on its website that it presently processes funds from 20 different states nationally.

Loan Provider

Recently Safe Harbor Financial closed on a $5 million senior secured loan to Solar Cannabis Co., an established vertically-integrated cannabis operator headquartered in Somerset, Massachusetts. Solar Cannabis said it would use the funds to further accelerate its growth. The transaction marked the evolution of Safe Harbor’s senior secured lending program, which was established to provide loans to cannabis operators in states in which cannabis is legal. Solar Cannabis’ loan is the first extended by Safe Harbor outside of its home state of Colorado.

Safe Harbor, through its predecessor entity, began offering loan services in 2020 with the buildout of its commercial lending program in late 2021 to help cannabis operators overcome their historic reliance on expensive, non-traditional forms of capital. Since initiating the program, the company has developed an actionable pipeline of approximately $500 million across nine states from both new as well as existing clients.

 


Debra BorchardtMay 3, 2022
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Cannabis marketing firm Springbig is dramatically reducing its valuation in its IPO deal with SPAC company Tuatara Capital Acquisition Corp. (NASDAQ: TCAC)to $275 million from the previously announced valuation of $500 million. In November, Tuatara Capital Acquisition Corp. said it reached a deal with Springbig to merge with an estimated equity value of $500 million of the combined company with a $300 million springbig enterprise valuation plus $200 million cash on the balance sheet from the SPAC.  On Tuesday, the sides agreed “that market conditions have changed since the proposed merger agreement was initially announced,” according to a statement. Although it is worth noting that Springbig’s annual revenue is just $24 million, making even the lowered valuation pretty frothy.

Paul Sykes, Chief Financial Officer of Springbig, said: “These latest developments represent further significant steps towards completing our business combination with TCAC. The amendments to the terms of the merger have enhanced the value of this transaction to our public shareholders. By reducing valuation and combining this with the innovative structure of offering up to one million bonus shares to be issued pro-rata to non-redeeming public shareholders, we believe we have created an attractive proposition that adequately reflects current market dynamics. Additionally, the commitments we have received from the global institutional investor with respect to the senior secured convertible note, the CEF Facility with Cantor, and the previously announced $13 million common equity PIPE will ensure that springbig starts life as a public company with access to adequate capital to continue to scale our existing business and pursue our expansion strategies as opportunities emerge.”

New Financing

The companies released a statement outlining additional financing changes. Springbig and TCAC said they have an agreement for the issuance of senior secured convertible notes with a 24-month maturity, up to $16 million principal amount that has been subscribed to by a global institutional investor. “An initial tranche of $11 million will close in connection with the closing of the merger agreement. The second tranche of $5 million, subject to certain conditions in the agreement, will close 60 days after the resale registration statement is declared effective by the SEC.”

Additionally, TCAC has also agreed to a $50 million equity financing facility with Cantor Fitzgerald LP. Jeffrey Harris, CEO of springbig, added: “We are delighted to have the support of Cantor and an institutional investor. The growth opportunity ahead of springbig is significant as we look to strengthen our core loyalty and marketing communication capabilities, execute our expansion strategies, and deploy the additional capital we receive from our transition into a public company.”

2021 Earnings

In March, Springbig reported that it had strong year-over-year revenue growth of 58% to $24 million in 2021 from $15 million in 2020. Gross margin improved by 4% YoY to 71% in 2021 from 67% in 2020 and the retail client base increased by 63% from 759 in 2020 to 1,240 in 2021.


Debra BorchardtFebruary 14, 2022
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Cannabis blank check company Relativity Acquisition has sold 12.5 million units at $10 each, and its underwriters have a 45-day option to buy up to an additional roughly 1.9 million units, which could raise another $18.75 million. Relativity Acquisition’s common stock is set to trade on the Nasdaq under the symbol “RACY” (the units will trade at RACYU) and its offering is expected to close on February 15, 2022.

Relativity Acquisition said that while it’s primarily looking for businesses in the cannabis industry, it may also eventually combine with a company in sectors such as consumer packaged goods, health, and wellness, pharmaceuticals, or logistics.

The company is led by CEO and Chairman Tarek K. Tabsh, who has over 15 years of legal, commercial cannabis experience. In 2017, Mr. Tabsh co-founded and guided the initial vision and strategy for Oxford Cannabinoid Technologies, a UK-based pharmaceutical company that develops therapies targeting the endocannabinoid system, in areas such as pain and cancer, in partnership with Oxford University. Mr. Tabsh was instrumental in raising an institutional round of investment from one of the largest tobacco companies in the world.

The CFO is Steven Berg, a business leader with over 30 years of experience spanning investment banking to building prominent companies in the cannabis industry. Mr. Berg most recently was CEO of NWT Holdings, LLC (dba Firefly Vapor), from June 2017 to December 2019, a leader in cannabis vaporization technology and consumer products. The board includes John Anthony Quelch, Emily Paxhia, and Francis Knuettel II.

According to the company’s filing, it will seek to acquire a company that:

•        Has an enterprise value of approximately $500 million to $1 billion;

•        Has a market and/or cost leadership position and would benefit from our management expertise and extensive relationships (i.e., “rewards stellar management”);

•        Occupies relatively fast-growing markets (i.e., “top line growth”);

•        Has strong drivers of revenue and earnings growth and exhibits “barriers to competition”;

•        Has the potential to generate strong and stable free cash flow;

•        Is underperforming its operating potential and underutilizing its balance sheet.

 

The company said in its filing, “We believe that there are several types of target businesses that could benefit from our partnership and are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate. In the United States, this would currently include certain non-plant touching businesses that support the functioning of state-licensed commercial cannabis activity but are not directly related to cultivation, manufacturing, processing, branding, transportation, distribution, storage or sale of cannabis and cannabis-based products. Another set of eligible targets in the U.S. would include certain hemp derived cannabidiol (“CBD”) businesses that are compliant with the U.S. Agricultural Improvement Act of 2018 (the “2018 Farm Bill”), which would include targets engaged in (i) cultivation and/or processing of hemp, (ii) the manufacturing of hemp extracts and/or extraction of cannabinoids from hemp, and/or (iii) branding, transportation, distribution, storage or sale of hemp-derived CBD.”

 

 


Debra BorchardtFebruary 14, 2022
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Cannabis banking company Safe Harbor Financial (SHF, LLC) will go public through the SPAC (special purpose acquisition corporation) Northern Lights Acquisition Corp.  (NASDAQ: NLIT) has chosen it for the qualifying transaction. Safe Harbor is a subsidiary of Partner Colorado Credit Union, a Colorado-chartered credit union based in Arvada, Colorado. Safe Harbor will be led by Sundie Seefried, Founder and Chief Executive Officer of Safe Harbor.

“The acquisition by Northern Lights will allow Safe Harbor to advance its efforts to remain the premier cannabis financial services provider,” said Seefried. “Over the last seven years, our team has pioneered what many consider to be the industry standard cannabis banking platform by establishing strong internal processes and controls, and by complying with rigorous state and federal banking guidelines. Through the SPAC transaction, we believe Safe Harbor will be well-positioned to expand its suite of financial services for our existing and new clients and continue to support the growth of the cannabis industry at a very high level. Our goal is to become a ‘one-stop-shop’ for cannabis business financial needs.”

Safe Harbor was formed in 2015 by the PCCU to provide an unmet need, which was compliant access to banking and financial services for the cannabis industry. Over the past seven years, Safe Harbor has grown to nearly 600 accounts spanning 20 states. Additionally, Safe Harbor has processed over $11 billion in transactions with $4 billion in 2021 and has grown deposits at a 73% CAGR since inception. Safe Harbor addresses these challenges with its industry-leading financial services and commercial lending platform, providing its clients with increased safety and security through access to normalized banking and cash management. Through its proprietary risk management and compliance program, Safe Harbor operates under regulations promulgated under the Bank Secrecy Act and additional FinCEN guidance, as demonstrated by passing 15 state and federal examinations since inception.

Transaction Details

Northern Lights will acquire Safe Harbor for a total of $185 million, of which $70 million will be paid in cash and $115 million in shares of Northern Lights Class A common stock. The estimated post-transaction equity value of the company will be approximately $327 million, assuming no redemptions by the stockholders of Northern Lights. The transaction will provide up to $107 million of gross proceeds (assuming no redemptions), including $117 million from Northern Lights’ cash-in-trust and a fully committed $60 million PIPE from institutional investors.

“Safe Harbor is the most compelling investment opportunity we have encountered in the cannabis industry as both operators and investors. Safe Harbor is one of the only multi-state financial service organizations to successfully navigate the highly regulated cannabis banking industry, providing services that operators in other industries take for granted,” noted John Darwin and Joshua Mann, Co-CEOs of Northern Lights, both of whom will remain on Northern Lights’ Board of Directors upon completion of the transaction. “Setting the gold standard for regulatory compliance, as well as providing access to growth capital across the entire cannabis value chain, Safe Harbor is uniquely positioned to scale. We are confident that our collective experience in the cannabis industry and strong pipeline of lending opportunities are complementary to the incredible business Sundie and her team have established.”


Debra BorchardtJanuary 21, 2022
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Silver Spike Acquisition Corp. II (NASDAQ: SPKB/SPKBU/SPKBW), a publicly-traded special purpose acquisition company or SPAC sponsored by an affiliate of Silver Spike Capital announced on Thursday that it has signed an agreement expected to make Eleusis a public company. Eleusis is a clinical-stage life science company that aims to unlock the therapeutic potential of psychedelics. The combined company will be operated through Eleusis Inc., a new holding company, and will apply to have its common stock listed on Nasdaq under the symbol “ELEU.” Eleusis said it expects to use the proceeds received from SPKB’s trust account in the transaction to support clinical development of ELE-Psilo, early stage drug discovery and translational research, and the nationwide expansion of Andala-managed clinics.

“This is an ideal moment for Eleusis to go public with a partner like Silver Spike,” said Shlomi Raz, CEO and founder of Eleusis. “We are thrilled to work with the Silver Spike team, whose extensive financial and industry experience complement our expertise. We believe access to public capital markets will accelerate our efforts to transform psychedelics into modern medicines, and ultimately offers the potential to improve millions of patients’ lives while creating long-term value for our shareholders.”

Eleusis was founded in 2013 and is dedicated to transforming psychedelics into medicines. ELE-Psilo, Eleusis’s lead drug candidate, is being developed to treat depression and is expected to enter Phase I trials in 2022, subject to regulatory authorization. Eleusis designed ELE-Psilo, if FDA-approved, to be compatible with existing U.S. healthcare infrastructure and insurance coverage and reimbursement requirements. Eleusis formulated ELE-Psilo to deliver psilocin, the active ingredient in psilocybin, via IV infusion. IV-administered psilocin has the potential to offer more consistent therapeutic effects to patients, more controllable therapies to clinicians, and shorter treatment times – planned to be two hours or less – than orally-administered psilocybin exhibited in third-party clinical studies.

Scott Gordon, CEO and Chairman of SPKB, and CEO and Founder of Silver Spike, added, “At Silver Spike, we believe that realizing the vast therapeutic potential of psychedelics will require companies like Eleusis to develop practical solutions to accelerate mainstream adoption and spur innovation that leads to approved psychedelic therapies that are both accessible and affordable. In addition, Andala’s groundbreaking work managing clinics to address the ‘last mile’ challenge of psychedelics is consistent with our investment thesis in alternative health and wellness categories – find the companies that enable an entire market to scale. We believe Eleusis has identified the ‘end game’ of developing psychedelic drug therapies, and we are excited to be playing a role in potentially realizing its inspiring vision.”

Silver Spike Acquisition Corp. II is a $287.5 million SPAC sponsored by Silver Spike, an asset manager with deep expertise in health, wellness, and cannabis investments. The team’s experience includes the completed merger of Silver Spike’s first SPAC, Silver Spike Acquisition Corp., with WM Holding Company better known as WeedMaps.


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