true
0001854963
0001854963
2025-08-13
2025-08-13
0001854963
SHFS:ClassCommonStock0.0001ParValuePerShareMember
2025-08-13
2025-08-13
0001854963
SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2025-08-13
2025-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 13, 2025
SHF
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40524 |
|
86-2409612 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 431-3435
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Class A Common Stock, $0.0001 par value per share |
|
SHFS |
|
The Nasdaq Stock Market
LLC |
| Redeemable Warrants, each whole warrant exercisable
for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
SHFSW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory
Note
SHF
Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission on August 14,
2025 (the “Original Form 8-K”), disclosing the restatement of the Company’s financial statements as of and for the
quarter ended March 31, 2025. This amendment to the Original Form 8-K (“Amendment No. 1”) is being filed amend and restate
the Item 4.02 disclosure to clarify that the Audit Committee of the Company’s board of directors discussed the restatement with
Macias Gini & O’Connell LLP (“MGO”), the independent registered public accounting firm for the Company.
| Item 4.02 |
Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On
August 13, 2025, the Company’s management and the Audit Committee of the Company’s board of directors concluded that the
Company’s unaudited consolidated financial statements for the three months ended March 31, 2025 (the “Non-Reliance Period”),
previously filed with the Securities and Exchange Commission on May 16, 2025, should no longer be relied upon due to an error in the
calculation of stock-based compensation expense. Similarly, any previously issued or filed reports, press releases, earnings releases,
and investor presentations or other communications describing the Company’s financial statements and other related financial information
covering the Non-Reliance Period should no longer be relied upon.
The
Audit Committee of the Company’s board of directors discussed the restatement with MGO, the independent registered public accounting
firm for the Company.
The
fair value of certain stock option awards was not calculated correctly for the Non-Reliance Period. The Black-Scholes option pricing
model contained incorrect inputs, specifically for the expected term and stock price, which required adjustment to properly determine
the fair value of the awards. This restatement is expected to result in an increase of approximately $500,000 to previously reported
operating expenses and net loss for the Non-Reliance Period.
Subsequent
to the filing of the Original Form 8-K, the Company completed
its restatement of the affected financial statements and, on August 14, 2025, filed an amendment to the Company’s Quarterly
Report on Form 10-Q for the three months ended March 31, 2025, that includes the restated financial statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
SHF HOLDINGS,
INC. |
| |
|
|
| Date: August 22, 2025 |
By: |
/s/ Terrance
E. Mendez |
| |
|
Terrance E. Mendez |
| |
|
Chief Executive Officer |
