SecProbe.io

CORRESP
 1
 filename1.htm

 SHF
HOLDINGS, INC.

 1526
Cole Blvd., Suite 250

 Golden,
Colorado 80401

 October
16, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
SHF Holdings, Inc. (the " Company ") Registration Statement on Form S-1 (File No. 333-290524) (the " Registration
Statement ")

 Ladies
and Gentlemen:

 Reference
is made to our September 30, 2025 letter in which the Company requested acceleration of the effectiveness of the Company's above-referenced
Registration Statement to 5:00 p.m. ET on October 2, 2025, or as soon thereafter as is practicable (the " Effective Time "),
in accordance with Rule 461 under the Securities Act of 1933, as amended.

 The
Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw
our request for acceleration of the effective date until further notice from the Company.

 Very truly yours,

 SHF HOLDINGS, INC.

 By:
 /s/
 Terrance Mendez

 Name:
 Terrance Mendez

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 SHF
HOLDINGS, INC.

 1526
Cole Blvd., Suite 250

 Golden,
Colorado 80401

 September
30, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
SHF Holdings, Inc. (the " Company ") Registration Statement on Form S-1 (File No. 333-290524) (the " Registration
Statement ")

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company's above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on October 2, 2025, or as soon thereafter as is practicable.

 It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

 Very
 truly yours,

 SHF
 HOLDINGS, INC.

 By:
 /s/
 Terrance Mendez

 Name:
 Terrance
 Mendez

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Terrance Mendez
Chief Executive Officer.
SHF Holdings, Inc.
1526 Cole Blvd. , Suite 250
Golden , Colorado 80401

 Re: SHF Holdings, Inc.
 S-1 filed September 26, 2025
 File No. 333-290524
Dear Terrance Mendez:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Todd Schiffman at 202-551-3491 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 25, 2025

Terrance E. Mendez
Chief Executive Officer and Interim Chief Financial Officer
SHF Holdings, Inc.
1526 Cole Boulevard
Suite 250
Golden, CO 80401

 Re: SHF Holdings, Inc.
 Form 8-K filed August 14, 2025
 File No. 001-40524
Dear Terrance E. Mendez:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SHF
HOLDINGS, INC.

 1526
Cole Blvd., Suite 250

 Golden,
Colorado 80401

 August
22, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington
D.C. 20549-4720

 Attn:
 Shannon
 Davis

 Amit
 Pande

 Re:
 SHF
 Holdings, Inc.

 Form
8-K filed August 14, 2025

 File
No. 001-40524

 Ladies
and Gentleman:

 This
letter is submitted by, SHF Holdings, Inc. (the "Company"), in response to a comment letter (the "Comment Letter")
addressed to the Company, dated August 18, 2025, from the staff of the Division of Corporation Finance (the "Staff") of the
Securities and Exchange Commission (the "Commission") with respect to the above referenced Current Report on Form 8-K, filed
August 14, 2025 (the "Form 8-K"). An amendment to Form 8-K is being filed concurrently herewith. Set forth below is the Company's
response to the Comment Letter. For ease of reference, we have recited the comment from the Staff in bold italics and is immediately
followed by the response of the Company.

 Form
8-K filed August 14, 2025

 Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review., page 2

 1.
 Please
 tell us and revise your filing to include a statement of whether the audit committee, or the board of directors in the absence
 of an audit committee, or authorized officer or officers, discussed with your independent accountant the matters disclosed
 in the filing as required by Item 4.02(a)(3) of Form 8-K .

 The
Company acknowledges the Staff's comments and in response, the Company has revised the Form 8-K on page 2 to state that the Audit
Committee of the Company discussed the restatement of the March 31, 2025, financial statements with Macias Gini & O'Connell
LLP, the independent registered public accounting firm for the Company.

 Please
do not hesitate to contact me with any questions you may have regarding this response letter or if you wish to discuss any of the above
responses.

 Very truly yours,

 /s/
 Terrance Mendez

 Terrance Mendez

 Chief Executive Officer and Interim Chief

 Financial Officer

 cc:
 Justin A. Santarosa, Duane Morris LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Terrance E. Mendez
Chief Executive Officer and Interim Chief Financial Officer
SHF Holdings, Inc.
1526 Cole Boulevard
Suite 250
Golden, CO 80401

 Re: SHF Holdings, Inc.
 Form 8-K filed August 14, 2025
 File No. 001-40524
Dear Terrance E. Mendez:

 We have reviewed your filing and have the following comment.

 Please respond to this letter 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
this comment applies to your facts and circumstances, please tell us why in
your response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K filed August 14, 2025
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report
or Completed Interim Review., page 2

1. Please tell us and revise your filing to include a statement of whether
the audit
 committee, or the board of directors in the absence of an audit
committee, or
 authorized officer or officers, discussed with your independent
accountant the matters
 disclosed in the filing as required by Item 4.02(a)(3) of Form 8-K.
 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.
 August 18, 2025
Page 2

 Please contact Shannon Davis at (202) 551-6687 or Amit Pande at (202)
551-3423 if
you have any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

October 22, 2024
James Dennedy
Chief Financial Officer
SHF Holdings, Inc.
1526 Cole Blvd., Suite 250
Golden, CO 80410
Re:SHF Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-40524
Dear James Dennedy:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    Safe
                                            Harbor Financial

    1526
    Cole Blvd, #250

    Golden,
    CO 80401

October
9, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
John Spitz and Ben Phippen

  Re:
  SHF Holdings, Inc.

  Form 10-K for the Fiscal Year Ended December
  31, 2023

  File No. 001-40524

Dear
Messrs. Spitz and Phippen:

SHF
Holdings, Inc. (the “Company”) is in receipt of the letter (the “Comment Letter”) dated September
19, 2024 containing comments from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual
Report”). Below are the Company’s responses to the comments of the Staff.

For
your convenience, each of the Staff’s comments is repeated in bold italicized text below and numbered to correspond to the numbered
paragraph in the Comment Letter. The Company’s responses immediately follow each comment.

Form
10-K for Fiscal Year Ended December 31, 2023

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Revenue, page 25

 1. We
                                            note your disclosure that for the fiscal years ended December 31, 2023 and 2022 your relationship
                                            with Partner Colorado Credit Union (“PCCU”) accounted for $5.1 million and $5.6
                                            million of the total $8.6 million and $6.1 million in revenue generated from deposits, activities,
                                            and client onboarding. Please tell us and revise future filings to explain how the remainder
                                            of your deposit, activity, onboarding revenues were derived, specifically identifying and
                                            discussing any relationships with other financial institutions that have materially contributed
                                            to this revenue stream. Additionally, please tell us and revise future filings to quantify
                                            and discuss the account hosting expenses related to any material agreements with other financial
                                            institutions similar to the way in which you discuss account hosting expenses associated
                                            with your relationship with PCCU.

RESPONSE:
The table below summarizes the split of the deposit, activity, onboarding revenues across the various financial institutions (each, a
“FI”) with which we work:

For
2023:

    2023

    Financial Institution
    PCCU
    Central Bank of Arkansas
    Pacific Valley Bank
    Five Star Bank
    Others
    Total

    Revenue
    $ 5,150,397
    $ 3,193,067
    $ 21,799
    $ 78,864
    $ 170,818
    $ 8,614,945

For
2022:

    2022

    Financial Institution
    PCCU
    Central Bank of Arkansas
    Pacific Valley Bank
    Five Star Bank
    Others
    Total

    Revenue
    $ 5,554,922
    $ 491,149
    $ -
    $ -
    $ 17,868
    $ 6,063,939

“Others”
in the FI row headings above refers to revenue related to ATM fee income, other pass-through income. Our FIs charge us certain, direct
expenses associated with our business activity. These expenses are compensable from our clients. We invoice our clients, and they pay
us for these reimbursed expenses included in the column labeled Others in the tables above.

The
following table summarizes the Account Hosting Fees paid to the FIs with which we work:

    Financial Institution
    PCCU
    Central Bank of Arkansas
    Pacific Valley Bank
    Five Star Bank
    Others
    Total

    2023 Account hosting fees
    $ 529,208
    $ 878,430
    $ 8,720
    $ 11,800
    $ -
    $ 1,428,157

    2022 Account hosting fees
    $ 255,853
    $ 183,178
    $ -
    $ -
    $ -
    $ 439,031

We
maintain a commercial alliance agreement or master service agreement (collectively, the “CAA(s)”) that governs the
revenue and expense associated with the client accounts domiciled with each of our FI partners. At present, the Company has CAAs in place
with: (1) PCCU; (2) Pacific Valley Bank; and (3) Five Star Bank. As reported in the Company’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on July 21, 2023, the Company agreed to terminate
its agreement with Central Bank of Arkansas on July 20, 2023.

    Page 2 of 6

The
CAAs with both Pacific Valley Bank and Five Star Bank were agreements entered into by Rockview Digital Solutions, Inc. d/b/a Abaca (“Abaca”),
prior to Abaca being acquired by the Company.

Furthermore,
the Company acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), it will explain how all of its deposit,
activity, onboarding revenues were derived, specifically identifying and discussing any relationships with other financial institutions
that have materially contributed to such revenue stream. Additionally, beginning with the Company’s 2024 10-K, it will quantify
and discuss the account hosting expenses related to any material agreements with other financial institutions similar to the way in which
the Company discusses account hosting expenses associated with its relationship with PCCU.

 2. We
                                            note disclosure that the Company maintains relationships with Partner Colorado Credit Union
                                            (“PCCU”) and other financial institutions in which CRB funds are deposited and
                                            monetary transactions are performed. We further note your disclosure on page 5 that you have
                                            entered into a Commercial Alliance Agreement with each partner financial institution that
                                            sets forth the terms and conditions of the lending-related services governing the relationship
                                            between the Company and each partner financial institution with regard to the CRB deposit
                                            accounts. To the extent you have entered into material Commercial Alliance Agreements or
                                            similar contractual arrangements with financial institutions in addition to PCCU, please
                                            revise future filings to include these agreements as exhibits.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that the Company will include as exhibits such material Commercial
Alliance Agreements (or similar contractual arrangements) with financial institutions in future filings, beginning with the 2024 10-K.
As indicated above, the Company has entered into a CAA with (1) PCCU; (2) Pacific Valley Bank; and (3) Five Star Bank. With respect to
those agreements, there is no lending activity that has occurred with any financial institution partner other than PCCU. It is not presently
anticipated that a lending relationship will materialize with either Pacific Valley Bank or Five Star Bank.

    Page 3 of 6

Note
8. Indemnification Liability, page F-23

 3. We
                                            note your disclosure on page F-9 that the Company indemnified twenty loans as of December
                                            31, 2023; of which three of these indemnified loans were in excess of 10% of the total balance.
                                            In order to provide investors with a better understanding of your indemnified loan portfolio,
                                            please provide us with, and revise future filings to include, a further breakdown including
                                            quantification of any material property type, collateral type, or geographic concentrations
                                            within the United States as well as the weighted average and/or range of loan to value ratios
                                            for any real estate collateral.

RESPONSE:
The following table summarizes the information requested from the Staff regarding the indemnified loan portfolio:

    Collateral

    Region
    Loan balance
    Region Concentration
    Real Estate
    Business Assets
    Total Collateral
    LTV

    Southeast
    $ 6,626,915
      11.9 %
    $ 10,275,000
    $ -
    $ 10,275,000
      64.5 %

    Southwest
    $ 2,970,819
      5.3 %
    $ 4,600,000
    $ -
    $ 4,600,000
      64.6 %

    West
    $ 26,276,954
      47.2 %
    $ 73,396,354
    $ -
    $ 73,396,354
      35.8 %

    Northeast
    $ 18,343,094
      33.0 %
    $ 6,438,000
    $ 39,533,463
    $ 45,971,463
      39.9 %

    Midwest
    $ 1,428,872
      2.6 %
    $ 2,210,000
    $ -
    $ 2,210,000
      64.7 %

    Total
    $ 55,646,653

    $ 96,919,354
    $ 39,533,463
    $ 136,452,817
      40.8 %

    Page 4 of 6

We
segmented the loan portfolio by region and provided the loan amounts by region, the concentration by region and the collateral value
segmentation between real estate assets and other business assets by loans within each region. Finally, we reported the loan to value
by region based on the aggregated loans and associated collateral for each identified region. The following table identifies how we segmented
the States within the United States by Region:

    Abbreviation

    State
    Name

    Region

    Abbreviation

    State
    Name

    Region

    AL

    Alabama

    Southeast

    MT

    Montana

    West

    AK

    Alaska

    West

    NE

    Nebraska

    Midwest

    AZ

    Arizona

    Southwest

    NV

    Nevada

    West

    AR

    Arkansas

    Southeast

    NH

    New
    Hampshire

    Northeast

    CA

    California

    West

    NJ

    New
    Jersey

    Northeast

    CO

    Colorado

    West

    NM

    New
    Mexico

    Southwest

    CT

    Connecticut

    Northeast

    NY

    New
    York

    Northeast

    DE

    Delaware

    Northeast

    NC

    North
    Carolina

    Southeast

    FL

    Florida

    Southeast

    ND

    North
    Dakota

    Midwest

    GA

    Georgia

    Southeast

    OH

    Ohio

    Midwest

    HI

    Hawaii

    West

    OK

    Oklahoma

    Southwest

    ID

    Idaho

    West

    OR

    Oregon

    West

    IL

    Illinois

    Midwest

    PA

    Pennsylvania

    Northeast

    IN

    Indiana

    Midwest

    RI

    Rhode
    Island

    Northeast

    IA

    Iowa

    Midwest

    SC

    South
    Carolina

    Southeast

    KS

    Kansas

    Midwest

    SD

    South
    Dakota

    Midwest

    KY

    Kentucky

    Southeast

    TN

    Tennessee

    Southeast

    LA

    Louisiana

    Southeast

    TX

    Texas

    Southwest

    ME

    Maine

    Northeast

    UT

    Utah

    West

    MD

    Maryland

    Northeast

    VT

    Vermont

    Northeast

    MA

    Massachusetts

    Northeast

    VA

    Virginia

    Southeast

    MI

    Michigan

    Midwest

    WA

    Washington

    West

    MN

    Minnesota

    Midwest

    WV

    West
    Virginia

    Southeast

    MS

    Mississippi

    Southeast

    WI

    Wisconsin

    Midwest

    MO

    Missouri

    Midwest

    WY

    Wyoming

    West

Furthermore,
the Company acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with the 2024 10-K, the Company
will include a more detailed breakdown of any real estate collateral, including quantification of any material property type, collateral
type, or geographic concentrations within the United States as well as the weighted average and/or range of loan to value ratios for
such collateral substantially similar to the table above.

    Page 5 of 6

Note
10. Related Party Transactions page F-25

 4. We
                                            note your disclosure that the Commercial Alliance Agreement with PCCU provides for procedures
                                            to be followed upon the default of a loan to ensure that neither the Company nor PCCU will
                                            take title or possession of any cannabis-related assets, including real property, that may
                                            be collateral for a loan funded by PCCU pursuant to the Commercial Alliance Agreement. Please
                                            provide us with, and revise future filings to include, the underlying reasons for this clause,
                                            the potential ramifications of not complying with this clause, and an enhanced understanding
                                            of the collection process including a detailed discussion explaining how the liquidation
                                            or foreclosure process would occur upon default of a loan.

RESPONSE:
Since our current lending activity is conducted only with PCCU, the remainder of this response focuses on that FI. The lending agreements
ensure that any loan activity (including any action relating to collateral security) is conducted directly between the applicable FI
and the borrower. The Company partakes in the information gathering process but does not perform the loan underwriting function and loans
are ultimately underwritten by the FI funding each loan. Loan closings are conducted by an external law firm engaged to provide legal
services to the FI. The loan documents executed between the borrower and financial institution do not authorize or otherwise permit the
financial institution, the Company, or an agent engaged by the financial institution to assist with the liquidation or foreclosure process
to take possession of cannabis inventory, cannabis paraphernalia, or other cannabis-related assets, nor will they take title to real
estate used in cannabis-related businesses.

PCCU’s
loans to cannabis operators are primarily secured by real property only, however certain loans secured by various types of assets of
its borrowers, including real property and certain personal property, including licenses, equipment, receivables, and other assets to
the extent permitted by applicable laws and the regulations governing our borrowers. The loan documents do not place liens on cannabis
inventory, cannabis paraphernalia, or other cannabis-related assets, nor will there be a circumstance where PCCU takes title to real
estate used in cannabis-related businesses. Similarly, PCCU cannot foreclose on liens on state licenses as they are generally not transferable.
See the section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange
Commission on April 14, 2023 (and referenced in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2023) entitled “Risk Factors — Certain assets of CRB borrowers may not be used as collateral or transferred to us due
to applicable state laws and regulations governing the cannabis industry, and such restrictions could negatively impact our profitability.”

In
the event of default or indication that default might occur, PCCU and the Company attempt to work with the defaulting party to find a
resolution. If a resolution cannot be reached and default occurs, a third-party agent will be engaged to work with the borrower to have
the borrower sell collateral securing the loan to a third party or to institute a foreclosure proceeding to have such collateral sold
to generate funds towards the payoff of the loan. The process for third parties to collect any defaulted funds requir

September 19, 2024
James Dennedy
Chief Financial Officer
SHF Holdings, Inc.
1526 Cole Blvd., Suite 250
Golden, CO 80410
Re:SHF Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-40524
Dear James Dennedy:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 25
1.We note your disclosure that for the fiscal years ended December 31, 2023 and 2022 your
relationship with Partner Colorado Credit Union (“PCCU”) accounted for $5.1 million
and $5.6 million of the total $8.6 million and $6.1 million in revenue generated from
deposits, activities, and client onboarding. Please tell us and revise future filings to
explain how the remainder of your deposit, activity, onboarding revenues were derived,
specifically identifying and discussing any relationships with other financial institutions
that have materially contributed to this revenue stream. Additionally, please tell us and
revise future filings to quantify and discuss the account hosting expenses related to any
material agreements with other financial institutions similar to the way in which you
discuss account hosting expenses associated with your relationship with PCCU.
We note disclosure that the Company maintains relationships with Partner Colorado
Credit Union (“PCCU”) and other financial institutions in which CRB funds are deposited
and monetary transactions are performed. We further note your disclosure on page 5 that 2.

September 19, 2024
Page 2
you have entered into a Commercial Alliance Agreement with each partner financial
institution that sets forth the terms and conditions of the lending-related services
governing the relationship between the Company and each partner financial institution
with regard to the CRB deposit accounts. To the extent you have entered into material
Commercial Alliance Agreements or similar contractual arrangements with financial
institutions in addition to PCCU, please revise future filings to include these agreements
as exhibits.
Note 8. Indemnification Liability, page F-23
3.We note your disclosure on page F-9 that the Company indemnified twenty loans as of
December 31, 2023; of which three of these indemnified loans were in excess of 10% of
the total balance. In order to provide investors with a better understanding of your
indemnified loan portfolio, please provide us with, and revise future filings to include, a
further breakdown including quantification of any material property type, collateral type,
or geographic concentrations within the United States as well as the weighted average
and/or range of loan to value ratios for any real estate collateral.
Note 10. Related Party Transactions, page F-25
4.We note your disclosure that the Commercial Alliance Agreement with PCCU provides
for procedures to be followed upon the default of a loan to ensure that neither the
Company nor PCCU will take title or possession of any cannabis-related assets, including
real property, that may be collateral for a loan funded by PCCU pursuant to the
Commercial Alliance Agreement. Please provide us with, and revise future filings to
include, the underlying reasons for this clause, the potential ramifications of not
complying with this clause, and an enhanced understanding of the collection process
including a detailed discussion explaining how the liquidation or foreclosure process
would occur upon default of a loan.
            In closing, 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.
            Please contact John Spitz at 202-551-3484 or Ben Phippen at 202-551-3697 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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SHF
Holdings, Inc.

5269
W. 62nd Avenue,

Arvada,
Colorado 80003

December
7, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E., Mail Stop 4561

Washington,
D.C. 20549

Attention:
John Stickel

  Re:
  Acceleration
  Request for SHF Holdings, Inc.

  Registration
  Statement on Form S-1, as amended (File No. 333-267796)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, SHF Holdings, Inc. (the “Company”) hereby requests that the U.S.
Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-captioned Registration Statement
in order that the Registration Statement shall become effective at 4:30 P.M. (ET) on December 9, 2022 or as soon thereafter as practicable.

Please
contact Nina Gordon of Nelson Mullins Riley & Scarborough LLP, counsel to the Company, at (305) 373-9426 with any questions about
this acceleration request. Please notify us when the delegated authority copy of the order of the Commission declaring the Registration
Statement effective has been executed.

    Very truly yours,

    SHF Holdings, Inc.

    By:

    /s/
    Sundie Seefried

    Sundie
    Seefried

    Chief
    Executive Officer

CORRESP
1
filename1.htm

NELSON
MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS
AND COUNSELORS AT LAW

    Nina
Gordon

T:
305.373.9426

Nina.Gordon@nelsonmullins.com

2
South Biscayne Blvd.

Miami,
FL 33131

T:
305.373.9426 F: 305.373.9443

nelsonmullins.com

November
22, 2022

VIA
ELECTRONIC MAIL ONLY

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

CFFinance@sec.gov

    Re:
    SHF
    Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    October 7, 2022

    File
    No. 333-267796

On
behalf of SHF Holdings, Inc. (the “Company”), we are hereby responding to the letter dated October 28, 2022 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Registration Statement on Form S-1 (SEC File No. 333-267796) filed
on October 7, 2022 (the “Registration Statement”) and the preliminary prospectus contained therein (the “Preliminary
Prospectus”). In response to the Comment Letter and to update certain information in the Registration Statement and the Preliminary
Prospectus, the Company is submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”) and an amended
Preliminary Prospectus (the “Amended Preliminary Prospectus”) with the Commission today. Amendment No. 1 and the Amended
Preliminary Prospectus reflect revisions to address the Staff’s comments, as indicated below, as well as other updates.

Capitalized
terms used but not defined in this letter have the meanings as defined in Amendment No. 1 and the Amended Preliminary Prospectus.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Registration
Statement on Form S-1

General

1.
Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale.
Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors,
and other selling securityholders acquired their shares and warrants, and the price at which the public securityholders acquired
their shares and warrants. Disclose that while the Sponsor, private placement investors, PIPE investors, and other selling
securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not
experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price,
if any. Lastly, please include appropriate risk factor disclosure.

RESPONSE:
The Company has addressed your comment as it relates to the warrants purchased by the Company’s public stockholders and the shares
of Series A Convertible Preferred Stock and warrants purchased by the PIPE Investors—and the shares of Class A Common Stock issuable
upon exercise or conversion thereof—as the Company is only registering such securities under the Registration Statement and is
not registering securities held by the Company’s sponsor or its other private securityholders. Please see the cover page and pages
8 and 20 of the Amended Preliminary Prospectus.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

November
22, 2022

Page
2

2.
Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present
inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows:

● You
state on pages 9 and 31 that warrants will become exercisable for Class A Common Stock, which would increase the number of shares
eligible for “future” resale in the public market and result in dilution to our stockholders. This statement should be
updated given that this prospectus is facilitating those sales.

● You
state on page 8 and in numerous risk factors the existence of various possibilities or implications “following the Business
Combination” or related to the “post-combination company,” and on page 60 that SHF is focused on completing the
contemplated business combination. These statements should be updated given that the business combination was
completed.

● You
state in the penultimate risk factor on page 21 that you “intend to seek to go effective on the registration statement of
which this prospectus forms a part as soon as possible, but [you] will not be able to go effective on the registration statement of
which this prospectus forms a part prior to April 21, 2022.” This risk factor should be updated given the passage of
time.

Response:
The Company has addressed your comment. Please see pages 7, 8, 9, 20, and 30 of the Amended Preliminary Prospectus, among others.

Cover
Page

3.
For each of the shares, warrants and shares underlying warrants being registered for resale, disclose the price that the selling
securityholders paid for such shares, warrants and warrants overlying such shares.

Response:
The Company has addressed your comment. Please see the cover page of the Amended Preliminary Prospectus.

4.
Revise the cover page to disclose the exercise prices of the warrants compared to the market price of the underlying ordinary
shares. We note the disclosure on the cover page and the risk factor section of the likelihood that warrant holders will not
exercise their warrants because the warrants are out the money. Provide similar disclosure in the prospectus summary, MD&A and
use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.

Response:
The Company has addressed your comment. Please see the cover page and pages 6, 20, and 34 of the Amended Preliminary Prospectus.

November
                                            22, 2022

Page
3

5.
We note the significant number of redemptions of your Class A common stock in connection with your business combination and that the
shares being registered for resale will constitute a considerable percentage of your public float. We also note that most of the
shares being registered for resale were purchased by the selling securityholders for prices below the current market price of the
Class A common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A common stock.

Response:
The Company has addressed your comment. Please see the cover page of the Amended Preliminary Prospectus.

Risk
Factors

6.
Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration
statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price
of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares
outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private
investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.

Response:
The Company has addressed your comment. Please see page 20 of the Amended Preliminary Prospectus.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

7.
In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the
Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on
the company’s ability to raise additional capital.

Response:
The Company has addressed your comment. Please see pages 57 and 58 of the Amended Preliminary Prospectus.

8.
Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of
shares for resale and discuss how such sales could impact the market price of the company’s common stock.

Response:
The Company has addressed your comment. Please see page 58 of the Amended Preliminary Prospectus.

    Very
    truly yours,

    /s/
    Nina Gordon

    Nina
    Gordon

United States securities and exchange commission logo
October 28, 2022
Sundie Seefried
Chief Executive Officer
SHF Holdings, Inc.
5269 W. 62nd Avenue
Arvada, CO 80003
Re:SHF Holdings, Inc.
Registration Statement on Form S-1
Filed October 7, 2022
File No. 333-267796
Dear Sundie Seefried:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, PIPE investors, and other
selling securityholders acquired their shares and warrants, and the price at which the
public securityholders acquired their shares and warrants.  Disclose that while
the Sponsor, private placement investors, PIPE investors, and other selling securityholders
may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price.  Please
also disclose the potential profit the selling securityholders will earn based on the current

 FirstName LastNameSundie Seefried
 Comapany NameSHF Holdings, Inc.
 October 28, 2022 Page 2
 FirstName LastName
Sundie Seefried
SHF Holdings, Inc.
October 28, 2022
Page 2
trading price, if any.  Lastly, please include appropriate risk factor disclosure.
2.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies.  Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You state on pages 9 and 31 that warrants will become exercisable for Class A
Common Stock, which would increase the number of shares eligible for "future"
resale in the public market and result in dilution to our stockholders.  This statement
should be updated given that this prospectus is facilitating those sales.
•You state on page 8 and in numerous risk factors the existence of various possibilities
or implications "following the Business Combination" or related to the "post-
combination company," and on page 60 that SHF is focused on completing the
contemplated business combination.  These statements should be updated given that
the business combination was completed.
•You state in the penultimate risk factor on page 21 that you "intend to seek to go
effective on the registration statement of which this prospectus forms a part as soon
as possible, but [you] will not be able to go effective on the registration statement of
which this prospectus forms a part prior to April 21, 2022."  This risk factor should
be updated given the passage of time.
Cover Page
3.For each of the shares, warrants and shares underlying warrants being registered for
resale, disclose the price that the selling securityholders paid for such shares, warrants
and warrants overlying such shares.
4.Revise the cover page to disclose the exercise prices of the warrants compared to the
market price of the underlying ordinary shares.  We note the disclosure on the cover page
and the risk factor section of the likelihood that warrant holders will not exercise their
warrants because the warrants are out the money.  Provide similar disclosure in the
prospectus summary, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price.  As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
5.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  We also note that most of
the shares being registered for resale were purchased by the selling securityholders for
prices below the current market price of the Class A common stock.  Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A common stock.

 FirstName LastNameSundie Seefried
 Comapany NameSHF Holdings, Inc.
 October 28, 2022 Page 3
 FirstName LastName
Sundie Seefried
SHF Holdings, Inc.
October 28, 2022
Page 3
Risk Factors, page 10
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Also disclose that even though the current trading
price is significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 48
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact John Stickel at 202-551-3324 or Tonya K. Aldave at 202-551-3601 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Nina Gordon, Esq.

United States securities and exchange commission logo
June 10, 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.
Preliminary Proxy Statement on Schedule 14A
Filed April 15, 2022
File No. 001-40524
Dear Mr. Mann:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

                                              NELSON MULLINS
RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS
AT LAW

  Nina Gordon

T: 305.373.9426

Nina.Gordon@nelsonmullins.com

  2 South Biscayne Blvd.

Miami, FL 33131

T: 305.373.9426 F: 305.373.9443

nelsonmullins.com

June 9, 2022

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: William Schroeder

John Spitz

 RE: Northern Lights Acquisition Corp.

Amendment No. 1 to

Preliminary Proxy Statement on Schedule
14A

Filed May 27, 2022

File No. 001-40524

Ladies and Gentlemen:

On behalf of Northern Lights Acquisition Corp. (the “Company”),
we are hereby responding to the letter dated June 9,2022 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amended Preliminary Proxy Statement on Schedule 14A filed on May 27, 2022 (the “First Amended Proxy Statement”). In
response to the Comment Letter and to update certain information in the Proxy Statement, the Company is submitting its Amendment No. 2
to the Proxy Statement (the “Second Amended Proxy Statement”) with the Commission today. The Second Amended Proxy Statement
reflects revisions to address the Staff’s comments, as indicated below, as well as other updates.

Capitalized terms used but not
defined in this letter have the meanings as defined in the Second Amended Proxy Statement.

For ease of reference, the text
of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

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

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

    June 9, 2022

Page 2

   completion of the business combination. If there are any such items, please revise the disclosure to
include disclosure that quantifies those amounts.

Response: The Company has addressed your comment. Please see pages 6, 23, 40, 46,
76, 103, and 128 of the Second Amended Proxy Statement.

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.

Response: The Company has addressed your comment. Please see page 82 of the Second
Amended Proxy Statement.

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.

Response: The Company has addressed your comment. Please see pages 171, 174, 175,
and 181 of the Second Amended Proxy Statement.

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.

Response: The Company has addressed your comment. Please see page 168 of the Second
Amended Proxy Statement.

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.

    June 9, 2022

Page 3

Response: The Company has addressed your comment. Please see pages 126, 171, and
174 of the Second Amended Proxy Statement.

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.

Response: The
Company has addressed your comment. Please see pages 33, 178, and 188 of the Second Amended Proxy Statement.

*     *     *     *     *

Given the Company’s time
constraints to complete of the Business Combination, we would be very appreciative of the Staff’s expeditious review of the Company’s
responses and updates to the Second Amended Proxy Statement. Please contact me with any questions or follow up requests. I can be reached
at 305.373.9426 or nina.gordon@nelsonmullins.com. Thank you very much for your assistance.

  Very truly yours,

  Nina S. Gordon

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.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 June 8, 2022 Page 2
 FirstName LastNameJoshua Mann
Northern Lights Acquisition Corp.
June 8, 2022
Page 2
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.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 June 8, 2022 Page 3
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

                                              NELSON MULLINS
RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS
AT LAW

  Nina Gordon

T: 305.373.9426

Nina.Gordon@nelsonmullins.com

  2 South Biscayne Blvd.

Miami, FL 33131

T: 305.373.9426 F: 305.373.9443

nelsonmullins.com

May 27, 2022

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

 Attention:   Christopher Wall

Eric Envall

William Schroeder

John Spitz

 RE: Northern Lights Acquisition Corp.

Preliminary Proxy Statement on Schedule
14A

Filed April 15, 2022

File No. 001-40524

Ladies and Gentlemen:

On behalf of Northern Lights
Acquisition Corp. (the “Company”), we are hereby responding to the letter dated May 12, 2022 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed on April 15,
2022 (the “Proxy Statement”). In response to the Comment Letter and to update certain information in the Proxy Statement,
the Company is submitting its amended Preliminary
Proxy Statement (the “Amended Proxy Statement) with the Commission today. The Amended Proxy Statement reflects revisions to address the Staff’s comments, as indicated below, as well
as other updates, including the addition of financial statements and information for the first quarter of 2022.

Capitalized terms used but
not defined in this letter have the meanings as defined in the Amended Proxy Statement.

For ease of reference, the
text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

General

1.
Please revise to include the Amended and Restated Account Services Agreement, the Amended and Restated Support Services Agreement,
and the Loan Servicing Agreement with Partner Colorado Credit Union (“PCCU”) as Annexes in your next filing amendment.

Response: The Company has addressed your comment. Please see the Table of Contents
and Annexes H, I, and J of the Amended Proxy Statement.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North
Carolina | South Carolina | Tennessee | West Virginia

May 27, 2022

Page 2

Cover Page

2.
Please revise your Dear Stockholder letter to clearly indicate that following the Business Combination you will be a controlled
company and identify the parties that will control Safe Harbor Financial.

Response: The
Company has addressed your comment. Please see the “Dear Stockholder” letter on page 2 of the Amended Proxy Statement.

Frequently Used Terms

“Pipe Investors”, page 9

3.
Please revise to clearly disclose if the PIPE Investors are third parties or associated with any of the pre-combination entities,
including the Sponsor or the Company’s directors, officers or their affiliates.

Response: The
Company has addressed your comment. Please see the Frequently Used Terms on page 9 of the Amended Proxy Statement.

Summary of the Proxy Statement

Amended and Restated Account Servicing Agreement,
page 33

4.
We note your disclosure on page 33 that the Amended and Restated Account Servicing Agreement will terminate within 60 days if Safe
Harbor Financial (SHF) no longer qualifies as a “credit union service organization” (CUSO). Please revise to clarify if SHF
is currently structured as a CUSO and will be structured as a CUSO after the business combination. If applicable, please revise to file
as an Annex the legal opinion obtained by PCCU that indicates that SHF qualifies as a CUSO. Please refer to National Credit Union Administration
(NCUA) regulations Part 712.

 Response: Please
note that the Company has been advised by SHF’s counsel that, although SHF currently qualifies as a CUSO, SHF will no longer be
treated as a CUSO by the applicable regulators after the closing of the Business Combination. The Company received this guidance following
the filing of the Proxy Statement. To correct this ambiguity, on May 23, 2022, SHF and PCCU entered into the Second Amended and Restated
Account Servicing Agreement, which amends and restates the Amended and Restated Account Servicing Agreement to remove the cited provision
providing for the termination of the agreement should SHF no longer qualify as a CUSO. A comparable change was also made to the Amended
and Restated Support Services Agreement. The Company has revised the disclosures in the Proxy Statement to reflect the amended terms of
both of these agreements. Please see pages 33 and 188 and Annexes H and I of the Amended Proxy Statement.

Loan Servicing Agreement, page 34

5.
We note your disclosure on page 34 that SHF has agreed to indemnify PCCU from all claims related to SHF’s cannabis-related
business, including but not limited to default related loan losses as defined in the Loan Servicing Agreement. Please revise your filing
to discuss how management will monitor and evaluate the performance and credit quality of these loans to ensure that expected loan losses
will be timely recognized in your financial statements.

May 27, 2022

Page 3

Response: The
Company has addressed your comment. Please see page 34 of the Amended Proxy Statement.

6.
Please revise to disclose the accounting policy related to your agreement to indemnify PCCU from all claims related to SHF’s
cannabis-related business, including but not limited to default-related loan losses as defined in the Loan Servicing Agreement and disclose
the specific authoritative guidance you relied upon in support of your accounting.

Response: The
Company has addressed your comment. Please see page 34 of the Amended Proxy Statement.

Organizational Structure, page 34

7.
Please revise the graphic on page 35 to use a similar graphic that you used on page 34 as opposed to a pie chart. In addition,
this new graphic should, if accurate, refer to “SHF Holding Co., LLC” as the owner of 34.6% of the post-combination company
as opposed to “Existing SHF Shareholders.” Also indicate who has ownership interests in SHF Holding Co. LLC following the Business
Combination. This graphic should also indicate indicating that SHF will be a controlled company post-combination noting which of these
ownership interests are controlled by PCCU or other shareholders. If there are differences between the amount of voting power and economic
interests that are held by each entity, please note that as well.

Response: The Company has addressed your comment on page 35 of the Amended Proxy
Statement by adding a second graphic similar to the first but reflecting the post-closing structure and ownership, including the post-closing
ownership of SHF Holding Co. LLC. There are no differences between voting power and economic interests. As requested, the Company has
added disclosure that it may be a controlled company under the Nasdaq rules after the closing.

Impact of the Business Combination on the Company’s Public
Float, page 35

8.
Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption
levels.

Response: The
Company has addressed your comment. Please see page 36 of the Amended Proxy Statement.

Accounting Treatment, page 38

9.
Please tell us and revise your filing to discuss how you determined SHF’s former owners will retain control of the combined
company after the transaction and that SHF is the accounting acquirer. In your response, please tell us how you considered the guidance
in ASC 805-10-55-12 and 55-13 when identifying the accounting acquirer and also include consideration of the “no redemption”
and “maximum redemption” scenarios as disclosed on page 36.

May 27, 2022

Page 4

Response: We
have incorporated the discussion below on pages 38 and 39 of the Amended Proxy Statement in response to your comment.

Accounting Treatment

The
Business Combination will be treated as a reverse recapitalization in conformity with GAAP as SHF’s former owner will retain control
of the post-combination  company after the transaction. Under this method of accounting, SHF will be the accounting acquirer (legal acquiree) and
the Company will be deemed the accounting acquiree (legal acquirer) for financial reporting purposes. Accordingly, for accounting purposes,
the financial statements of the post-combination company will represent a continuation of the financial statements of SHF with the proposed transaction
being treated as the equivalent of SHF issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets
of SHF will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the closing of the
Business Combination will be those of SHF.

When assessing the accounting
acquirer, we have utilized the guidance in ASC 805 Business Combinations. Specifically, we have utilized the guidance in paragraphs
ASC 805-10-55-12 and ASC 805-10-55-13 which provides criteria to consider when assessing the acquirer in a business combination effected
primarily by exchanging equity interests. The following table demonstrates the results of this assessment.

    Criteria

    Factor Favoring which Party

    Comments

    The relative voting rights in the post-combination company after the business combination.
    SHF’s owner
    Each share of Class A Stock will have equal voting rights. Post transaction, SHF’s owner will be largest stockholder and therefore hold the largest individual block of voting rights. Shares of the Company’s Series A Convertible Preferred Stock will not have voting rights until conversion to Class A Stock.

    The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the post-combination company.
    SHF’s owner
    PCCU will be single largest owner post transaction. Refer to the below table of ownership of Class A Stock under both the No Redemption and Maximum Redemption scenarios. The table excludes shares of the Company’s Series A Convertible Preferred Stock.

    The composition of the governing body of the post-combination company.
    Neither
    The post-combination company’s board of directors will initially consist of seven members with four members being independent. Three of the directors will be nominated by PCCU, two of which are required to be independent. One will be nominated jointly by the Sponsor and PCCU and will be independent. Three will be nominated by the Sponsor.

    The composition of the senior management of the post-combination company.
    SHF’s owner
    Senior management of the post-combination company will primarily be existing SHF employees. The current Chief Executive Officer of SHF will be the Chief Executive Officer of the post-combination company with the existing Vice Presidents of SHF continuing their roles post transaction. It is anticipated that the Chief Financial Officer of the Company will become the Chief Financial Officer of the post-combination company.

    The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interest of the other combining entity or entities.
    The Company
    Considered less significant because the acquiring entity is not a public company and the fair value of the equity instruments is less objectively determinable. SHF’s owner, PCCU, is receiving a premium above SHF’s net assets.

    The acquirer is the combining entity whose relative size (measured in, for example, assets, revenue, or earnings) is significantly larger than that of the other combining entity or entities
    SHF’s owner
    SHF has significant revenue whereas the Company is a blank check company with no revenue.  When excluding the Company’s restricted cash in trust, SHF has significantly higher assets and net working capital.

May 27, 2022

Page 5

The table below schedule demonstrates
pro-rata ownership based on voting rights under a no redemption scenario and maximum redemption scenario. We have excluded the PIPE
Investors from this table because the PIPE Shares/Preferred Stock will not have voting rights until converted to Class A Stock.

    No Redemption

Scenario

    Maximum

Redemption

Scenario

    The Company’s public stockholders

    42.7
    %

    10.0
    %

    NL Restricted Stockholders

    15.0
    %

    20.7
    %

    Seller/SHF’s owner

    42.3
    %

    69.3
    %

    100
    %

    100
    %

Regulatory Matters, page 43

10.
We note your disclosure that there are no material regulatory approvals or actions required other than those involving Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Please tell us how you concluded that there was no regulatory interest in this business combination
from money servicing business regulators, Colorado or federal credit unions regulators, bank holding company regulators, or other similar
regulatory bodies.

 Response: Based
on guidance provided by SHF’s counsel after consultation with the Colorado Division of Financial Services, (the “DFS”)
which is PCCU’s primary regulator, and our confirmatory analyses, the Company’s understanding is that approval of the DFS
is not required in connection with the Business Combination, nor is approval required under the rules of the National Credit Union Administration.
SHF is not currently regulated by any other regulator.

Unaudited Pro Forma Condensed Combined Financial
Information Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2021, page 57

11.
We note adjustment 7 to the pro forma balance sheet on page 58 includes a deferred tax asset (DTA) of $41.4 million related to
“Amortization-Goodwill.” Please tell us the authoritative accounting guidance you relied upon in support of the recognition
of this DTA as we note no goodwill recognized as part of the reverse recapitalization.

May 27, 2022

Page 6

Response: The proposed transaction is an acquisition of 100% of the limited liability
company interests of SHF. SHF is classified as a disregarded entity for U.S. tax purposes, as it has a single owner and has not made an
entity classification election to change from its default classification. Since SHF is disregarded for income tax purposes, SHF’s
assets and liabilities are viewed as a branch or division of the owner (see IRS Treas. Reg. Sec. 301.7701-2). As such, a purchase of SHF’s
limited liability company interests will be treated as an asset purchase for U.S. tax purposes, absent a provision causing the asset purchase
to be non-taxable. We do not identify such a provision to be available – notably the purchase of limited liability company interests,
which is partially in exchange for shares of Company’s Class A Common Stock, is not anticipated to qualify as a tax-free contribution
to capital under IRC Sec. 351 due to failure to meet the control test under IRC Sec. 351(a). There is no purchase accounting recorded
because, for financial accounting purposes, the transaction is treated as a reverse acquisition and recapitalization under ASC 805-50.
Because of this treatment, there is no reported increase in assets for financial accounting purposes while the tax basis created in the
taxable asset purchase results in tax basis in excess of book basis. This excess is largely anticipated to be goodwill and other intangibles
for tax purposes only. A deferred tax asset is reported for this excess of tax over book intangible basis, with an offset to capital per
ASC 740-20-45-11(g).

Risk Factors, page 62

12.
Disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten
offering. These risks could include the absence of due diligence conducted by an underwriter that would b

United States securities and exchange commission logo
May 12, 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.
Preliminary Proxy Statement on Schedule 14A
Filed April 15, 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.
Preliminary Proxy Statement filed April 15, 2022
General
1.Please revise to include the Amended and Restated Account Services Agreement, the
Amended and Restated Support Services Agreement, and the Loan Servicing Agreement
with Partner Colorado Credit Union (“PCCU”) as Annexes in your next filing amendment.
Cover Page
2.Please revise your Dear Stockholder letter to clearly indicate that following the Business
Combination you will be a controlled company and identify the parties that will control
Safe Harbor Financial.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2022 Page 2
 FirstName LastName
Joshua Mann
Northern Lights Acquisition Corp.
May 12, 2022
Page 2
Frequently Used Terms
"PIPE Investors", page 9
3.Please revise to clearly disclose if the PIPE Investors are third parties or associated with
any of the pre-combination entities, including the Sponsor or the Company’s directors,
officers or their affiliates.
Summary of the Proxy Statement
Amended and Restated Account Servicing Agreement, page 33
4.We note your disclosure on page 33 that the Amended and Restated Account Servicing
Agreement will terminate within 60 days if Safe Harbor Financial (SHF) no longer
qualifies as a “credit union service organization” (CUSO). Please revise to clarify if SHF
is currently structured as a CUSO and will be structured as a CUSO after the business
combination. If applicable, please revise to file as an Annex the legal opinion obtained by
PCCU that indicates that SHF qualifies as a CUSO. Please refer to National Credit Union
Administration (NCUA) regulations Part 712.
Loan Servicing Agreement, page 34
5.We note your disclosure on page 34 that SHF has agreed to indemnify PCCU from all
claims related to SHF’s cannabis-related business, including but not limited to default-
related loan losses as defined in the Loan Servicing Agreement. Please revise your filing
to discuss how management will monitor and evaluate the performance and credit quality
of these loans to ensure that expected loan losses will be timely recognized in your
financial statements.
6.Please revise to disclose the accounting policy related to your agreement to indemnify
PCCU from all claims related to SHF’s cannabis-related business, including but not
limited to default-related loan losses as defined in the Loan Servicing Agreement and
disclose the specific authoritative guidance you relied upon in support of your accounting.
Organizational Structure, page 34
7.Please revise the graphic on page 35 to use a similar graphic that you used on page 34 as
opposed to a pie chart.  In addition, this new graphic should, if accurate, refer to "SHF
Holding Co., LLC" as the owner of 34.6% of the post-combination company as opposed
to "Existing SHF Shareholders."  Also indicate who has ownership interests in SHF
Holding Co. LLC following the Business Combination.  This graphic should also
indicate indicating that SHF will be a controlled company post-combination noting which
of these ownership interests are controlled by PCCU or other shareholders.  If there are
differences between the amount of voting power and economic interests that are held by
each entity, please note that as well.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2022 Page 3
 FirstName LastName
Joshua Mann
Northern Lights Acquisition Corp.
May 12, 2022
Page 3
Impact of the Business Combination on the Company’s Public Float, page 35
8.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
Accounting Treatment, page 38
9.Please tell us and revise your filing to discuss how you determined SHF’s former owners
will retain control of the combined company after the transaction and that SHF is the
accounting acquirer. In your response, please tell us how you considered the guidance in
ASC 805-10-55-12 and 55-13 when identifying the accounting acquirer and also include
consideration of the “no redemption” and “maximum redemption” scenarios as disclosed
on page 36.
Regulatory Matters, page 43
10.We note your disclosure that there are no material regulatory approvals or actions required
other than those involving Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Please tell us how you concluded that there was no regulatory interest in this business
combination from money servicing business regulators, Colorado or federal credit unions
regulators, bank holding company regulators, or other similar regulatory bodies.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
December 31, 2021, page 57
11.We note adjustment 7 to the pro forma balance sheet on page 58 includes a deferred tax
asset (DTA) of $41.4 million related to “Amortization-Goodwill.” Please tell us the
authoritative accounting guidance you relied upon in support of the recognition of this
DTA as we note no goodwill recognized as part of the reverse recapitalization.
Risk Factors, page 62
12.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2022 Page 4
 FirstName LastName
Joshua Mann
Northern Lights Acquisition Corp.
May 12, 2022
Page 4
Risks Related to SHF's Business and the Post-Combination Company, page 62
13.We note your disclosure that all of SHF's customer deposits are currently held at PCCU.
Please provide additional disclosure regarding the potential risks to SHF's business if
PCCU terminates or seeks to modify the terms of your Support Services Agreement or
Account Servicing Agreement. Please also clarify the risk factor below to indicate
approximately what percentage of your lending comes from PCCU.
14.Please clarify whether the maximum amount of loans that PCCU may make is capped by
reference to the amount of both PCCU's net worth and the total CRB deposits, or whether
the maximum amount of loans is either 1.3125x PCCU's net worth for secured
loans/1.142x for unsecured loans or 65% of total deposits.
15.Please include a separately captioned risk factor to disclose all possible sources and extent
of dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
SHF provides services to businesses in the state licensed cannabis industry..., page 64
16.Please revise this risk factor to clearly indicate that the federal government may not
change the laws with respect to cannabis in such a way that your regulatory risks may
decrease.
Service providers to cannabis businesses may be subject to unfavorable U.S. tax treatment, page
67
17.Please define the MORE Act here or in your Frequently Used Terms section.  In addition,
please revise this risk factor to provide greater clarity on the current status of the MORE
Act.
Our Sponsor, certain members of our Board and our officers may have interests in the Business
Combination that are different..., page 70
18.We note your disclosure in this risk factor. Please revise it as necessary in order to ensure
that you quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Also ensure that it includes the current value of securities held, loans extended, fees due,
and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company’s officers and directors, if
material.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2022 Page 5
 FirstName LastName
Joshua Mann
Northern Lights Acquisition Corp.
May 12, 2022
Page 5
19.We note your disclosure that your Sponsor will lose their entire investment if your initial
business combination is not consummated. Please expand this disclosure to discuss that
your Sponsor will benefit from completing the business combination and may be
incentivized to complete an acquisition of a less favorable target company or on terms less
favorable to shareholders rather than liquidate.
Risks Related to the Business Combination, page 70
20.We note your disclosure at the beginning of page 89 of the identification of a material
weakness related to the classification of your Class A common stock, which resulted in
your conclusion that your internal control over financial reporting was not effective as of
September 20, 2021. Please revise your filing to disclose management’s evaluation of the
effectiveness of both your internal control over financial reporting and disclosure controls
and procedures as of December 31, 2021 as it doesn’t appear the evaluations for this
period were included in your Form 10-K for December 31, 2021, which is incorporated by
reference into this filing, as disclosed on page 209.
Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules...,
page 84
21.We note your disclosure here that you "are required to comply with certain SEC, Nasdaq
and other legal or regulatory requirements of businesses providing financial services."
Please expand this risk factor to identify the applicable legal or regulatory requirements of
businesses providing financial services.  In addition, please expand your Regulatory
Matters sections to discuss those laws and regulations in greater detail.
Background of the Business Combination, page 112
22.We note your disclosure in this section that on July 30, 2021 you executed a non-binding
letter of intent that valued the business at $415 million and on September 29, 2021 your
new terms valued the business at $185 million.  Please revise this section in order to
provide more detail as to the factors and reasonings that led to the notable decrease in
valuation over a relatively short period of time.  Please identify any resources or parties
that you consulted with in order to come to this new valuation.
Business of Safe Harbor Financial, page 155
23.Please provide context and support for the statements on page 156 that Safe Harbor
provides the "highest level of monitoring and validation" and has processed over $12
billion of funds  into the financial system. In your response please give greater clarity as to
the customer journey to opening an account through Safe Harbor, including AML/KYC
procedures.
24.Please clarify whether both annual deposits and net cash flow have grown at a CAGR of
69% from 2015 to 2021, or only annual deposits.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2022 Page 6
 FirstName LastNameJoshua Mann
Northern Lights Acquisition Corp.
May 12, 2022
Page 6
25.We note the information captioned "Regulatory Pressures" on page 161. Please revise to
include a detailed description of the regulatory pressures your business faces, including
identifying such regulatory bodies, and the means by which Safe Harbor meets its
regulatory obligations. Please provide support for your statement that "Regulators remain
uncomfortable with the unknown" or specify that this opinion is based on your own
beliefs.
26.Please clarify what is meant by the statement on page 163 that “we have developed
proprietary software from input gathered from all experienced banking positions." Please
provide further detail on your proprietary software and how it impacts the company’s
operations.
Further Penetrate Existing Legal Markets, page 166
27.We note the disclosure that you believe without past constraints, as a result of being
owned by PCCU, you will be able to increase your client’s onboarding capacity and
capture meaningful stakes in all currently legal cannabis markets. Please revise your
filing, where appropriate, to explain in further detail the past constraints you are no longer
subject to in addition to the constraints, if any, as a result of PCCU’s continued ownership
stake after the business combination.
Lending, page 167
28.We note your disclosure that, "[you] believe that our innate advantage is our materially
lower cost of capital relative to our peers." Please explain why you believe that you have a
materially lower cost of capital relative to your lending peers.
Conflicts of Interest, page 203
29.We note your disclosure here and in your Q&A on page 23 of a variety of potential
conflicts of interest that exist or may emerge between the sponsor and the company’s
officers and directors on one side, and the company and its public shareholders on the
other. Please clarify how the board considered those conflicts in negotiating and
recommending the business combination.
            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.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2022 Page 7
 FirstName LastName
Joshua Mann
Northern Lights Acquisition Corp.
May 12, 2022
Page 7
            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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

EF
HUTTON

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

June 21, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

 Re: Northern Lights Acquisition Corp. (the “Company”)

Registration Statement on Form S-1

Filed June 2, 2021

File No. 333-256701 (the “Registration
Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
EF Hutton (formerly known as Kingswood Capital Markets), division of Benchmark Investments, LLC, as representative of the underwriters
of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated
so as to permit it to become effective on Wednesday, June 23, 2021, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through June 2, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated
June 2, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

EF HUTTON, division of Benchmark Investments,
LLC

    By:
    /s/ Sam Fleischman

    Name: Sam Fleischman

    Title: Supervisory Principal

CORRESP
1
filename1.htm

NORTHERN LIGHTS ACQUISITION CORP.

June 21, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Pamela Howell

    Re:

    Northern Lights Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-256701) (the “Registration Statement”)

Dear Ms. Howell,

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:00 p.m., Eastern time, on Wednesday, June 23, 2021, or as soon thereafter
as practicable.

Should you have any questions
concerning this request, please contact me at 510-323-2526 or our counsel, Andrew M. Tucker at Nelson Mullins Riley & Scarborough
LLP at 202-689-2987.

[Signature page follows]

909 Bannock Street, Denver, Colorado 80204 •
Tel: 510.323.2526

Very truly yours,

Northern Lights Acquisition Corp.

By:
/s/ John Darwin

Name:

 Title:
John Darwin

 Co-Chief Executive Officer

[Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

 ATTORNEYS AND COUNSELORS AT LAW

    Andrew M. Tucker
 T: (202) 689-2987

 andy.tucker@nelsonmullins.com
    101 Constitution Ave, NW, Suite 900

Washington, DC 20001

T: 202.689.2800 F: 202.689.2860

 nelsonmullins.com

June 2, 2021

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

U.S. Securities &
Exchange Commission

100
F Street, NE

Washington, DC 20549

    Attention:
    Eric McPhee

    Shannon Menjivar

    Re:
    Northern Lights Acquisition Corp.

    Draft Registration Statement on Form S-1

    Submitted April 22, 2021

    CIK No. 0001854963

Ladies and Gentlemen:

On behalf of Northern Lights
Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), we are transmitting this
letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission
by letter dated May 12, 2021 with respect to the Company’s Draft Registration Statement (“Draft Registration Statement”).
This letter is being submitted together with the Company’s live Registration Statement on Form S-1 (the “Form S-1”),
which filing reflects the Staff’s comments. The bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s
letter and is followed by the Company’s response. For the Staff’s convenience, we are also sending, by courier, copies of
this letter and marked copies of the Form S-1 that reflect changes made to the Draft Registration Statement. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in the Draft Registration Statement.

Draft Registration Statement on Form S-1
submitted April 22, 2021

Principal Stockholders, page 137

 1. We note the disclosure in footnote 1 that Messrs. Darwin and Mann are the control persons for
5AK LLC.  Please revise the beneficial ownership table to reflect the shares beneficially owned by Messrs. Darwin and Mann through
5AK, LLC.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the beneficial ownership table
to reflect the shares owned by Messrs. Darwin and Mann through 5AK, LLC.

California |
Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North Carolina
| South Carolina | Tennessee | West Virginia

Division of Corporation Finance

U.S. Securities & Exchange Commission

June 2, 2021

Page 2

Signatures,
page II-8

 2. Please include the signatures of the majority of the current directors, as required by Instruction
1 to the Signatures of Form S-1.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the signature page of the
Form S-1 to include the signatures of the majority of the current directors of the Company, as required by Instruction 1 to the Signatures
of Form S-1.

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish
to discuss the above.

    Very truly yours,

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    By:
    /s/ Andrew M. Tucker

    Andrew M. Tucker

Enclosures

    cc:
    (via e-mail)

    Northern Lights Acquisition Corp.

    John Darwin

    Joshua Mann

    Kingswood Capital Markets, division of Benchmark Investments, Inc.

United States securities and exchange commission logo
May 12, 2021
Joshua Mann
Co-Chief Executive Officer
Northern Lights Acquisition Corp.
909 Bannock Street
Denver, Colorado 80204
Re:Northern Lights Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted April 22, 2021
CIK No. 0001854963
Dear Mr. Mann:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted April 22, 2021
Principal Stockholders, page 137
1.We note the disclosure in footnote 1 that Messrs. Darwin and Mann are the control
persons for 5AK LLC.  Please revise the beneficial ownership table to reflect the shares
beneficially owned by Messrs. Darwin and Mann through 5AK LLC.
Signatures, page II-8
2.Please include the signatures of the majority of the current directors, as required by
Instruction 1 to the Signatures of Form S-1.

 FirstName LastNameJoshua Mann
 Comapany NameNorthern Lights Acquisition Corp.
 May 12, 2021 Page 2
 FirstName LastName
Joshua Mann
Northern Lights Acquisition Corp.
May 12, 2021
Page 2
            You may contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andy Tucker