0001041062-22-000113.txt : 20220701 0001041062-22-000113.hdr.sgml : 20220701 20220630182441 ACCESSION NUMBER: 0001041062-22-000113 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220701 DATE AS OF CHANGE: 20220630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Northern Lights Acquisition Corp. CENTRAL INDEX KEY: 0001854963 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 862409612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92627 FILM NUMBER: 221059054 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: SUITE 3001 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6155540044 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: SUITE 3001 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Atalaya Capital Management LP CENTRAL INDEX KEY: 0001812285 IRS NUMBER: 113774841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122011924 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 ACM_13G_NLIT.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Northern Lights Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 66538L105 (CUSIP Number) June 23, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.66538L105 1 Names of Reporting Persons Midtown East Management NL LLC 2 Check the appropriate box if a member of a Group (see instructions) (a) [ ] (b) [x] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 1,599,496 7 Sole Dispositive Power 0 8 Shared Dispositive Power 1,599,496 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,599,496 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 13.3% 12 Type of Reporting Person (See Instructions) OO CUSIP No.66538L105 1 Names of Reporting Persons Atalaya Special Purpose Investment Fund II LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [ ] (b) [x] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 1,599,496 7 Sole Dispositive Power 0 8 Shared Dispositive Power 1,599,496 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,599,496 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 13.3% 12 Type of Reporting Person (See Instructions) PN CUSIP No.66538L105 1 Names of Reporting Persons Atalaya Capital Management LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [ ] (b) [x] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 1,599,496 7 Sole Dispositive Power 0 8 Shared Dispositive Power 1,599,496 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,599,496 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 13.3% 12 Type of Reporting Person (See Instructions) IA, PN Item 1(a). Name of Issuer: Northern Lights Acquisition Corp. Item 1(b). Address of Issuers Principal Executive Offices: 10 East 53rd Street, Suite 3001, New York, New York 10022 Item 2(a). Name of Person Filing: This Statement is filed on behalf of the following persons (collectively, the Reporting Persons): i. Midtown East Management NL LLC (Midtown); ii. Atalaya Special Purpose Investment Fund II LP (ASPIF II); and iii. Atalaya Capital Management LP (ACM). Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of Midtown, ASPIF II, and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. Item 2(c). Citizenship: Midtown is a Delaware limited liability company. Each of ASPIF II and ACM is a Delaware limited partnership. Item 2(d). Title and Class of Securities: Class A Common Stock, $0.0001 par value per share (the Shares) Item 2(e). CUSIP Number: 66538L105 Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Item 4(a). Amount Beneficially Owned: As of the date hereof, each of ACM and ASPIF II may be deemed the beneficial owner of 1,599,496 Shares, which amount includes 1,599,496 Shares held of record by Midtown. Item 4(b). Percent of Class: As of the date hereof, each of ACM and ASPIF II may be deemed the beneficial owner of approximately 13.3% of Shares outstanding, which amount includes the 13.3% of Shares held of record by Midtown. These percentages are based on 12,028,175 Shares outstanding as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022. Item 4(c). Number of shares as to which such person has: Midtown: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,599,496 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,599,496 ASPIF II: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,599,496 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,599,496 ACM: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,599,496 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,599,496 The Shares are directly held by Midtown. ASPIF II is the sole member of Midtown. As ASPIF II and Midtowns investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II and Midtown. This report shall not be deemed an admission that ACM, ASPIF II, Midtown, or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Act, or for any other purpose. Item 5. Ownership of Five Percent or Less of a Class. This Item 5 is not applicable. Item 6. Ownership of more than Five Percent on Behalf of Another Person. This Item 6 is not applicable. Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. This Item 7 is not applicable. Item 8. Identification and classification of members of the group. This Item 8 is not applicable. Item 9. Notice of Dissolution of Group. This Item 9 is not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Midtown East Management NL LLC By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Capital Management LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory June 30, 2022 The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EXHIBIT INDEX Ex. No. Description 99 Joint Filing Agreement JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to shares of Class A Common Stock of Northern Lights Acquisition Corp., filed June 30, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Midtown East Management NL LLC By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Capital Management LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory June 30, 2022