SHF Holdings (SHFS) restates Q1 2025 results after $500,000 expense error

Rhea-AI Filing Summary

SHF Holdings, Inc. filed an amended current report to update its earlier disclosure about a restatement of its financial statements for the quarter ended March 31, 2025. The amendment clarifies that the board’s Audit Committee discussed the restatement with Macias Gini & O’Connell LLP, the company’s independent auditor.

The company previously concluded that its unaudited consolidated financial statements for this period, and related communications, should no longer be relied upon because stock-based compensation expense was calculated using incorrect inputs in the Black‑Scholes option pricing model, specifically the expected term and stock price. Correcting this error is expected to increase operating expenses and net loss for the quarter by about $500,000, and restated financial statements were filed in an amended Form 10‑Q.

Positive

• None.

Negative

• Restatement and non-reliance on Q1 2025 results: SHF Holdings determined its March 31, 2025 unaudited financial statements and related communications should no longer be relied upon, and the correction is expected to increase operating expenses and net loss for the quarter by about $500,000.

Insights

Equity analyst – financial reporting and restatements

Non‑reliance restatement increases SHF’s Q1 2025 net loss.

SHF Holdings confirms its Q1 2025 financials should not be relied on because stock‑based compensation was mismeasured. The Black‑Scholes model used incorrect expected term and stock price inputs, leading to understated operating expenses and net loss for that quarter.

The company now expects operating expenses and net loss for the three months ended March 31, 2025 to rise by about $500,000. This is a clear, disclosed restatement rather than a change in underlying business conditions, but it signals a control and valuation issue around equity compensation accounting.

The filing notes that the Audit Committee discussed the restatement with Macias Gini & O’Connell LLP, its independent auditor, and that an amended Form 10‑Q with restated figures was filed on August 14, 2025. Subsequent filings may provide more detail on any remediation steps for valuation and internal controls.

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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

FAQ

What did SHF Holdings (SHFS) announce in this 8-K/A amendment?

SHF Holdings filed an amended report to update its disclosure about restating Q1 2025 financials. The amendment clarifies that the Audit Committee discussed the restatement with Macias Gini & O’Connell LLP, the company’s independent registered public accounting firm.

Why can SHF Holdings’ Q1 2025 financial statements no longer be relied upon?

The company concluded its unaudited Q1 2025 financial statements should not be relied on because stock-based compensation expense was miscalculated. Incorrect expected term and stock price inputs were used in the Black-Scholes model to value certain stock option awards.

How much will SHF Holdings’ Q1 2025 restatement change operating expenses and net loss?

The restatement is expected to increase previously reported operating expenses and net loss for the three months ended March 31, 2025 by approximately $500,000. This adjustment directly reflects the corrected valuation of stock-based compensation expense for that period.

Which period is affected by SHF Holdings’ financial restatement?

The restatement affects the three months ended March 31, 2025, described as the Non-Reliance Period. All financial statements and related communications covering this period, including reports and investor presentations, are indicated as no longer reliable.

Did SHF Holdings involve its auditor in the Q1 2025 restatement process?

Yes. The filing states that the Audit Committee of SHF Holdings’ board of directors discussed the restatement with Macias Gini & O’Connell LLP, which serves as the company’s independent registered public accounting firm for the affected financial statements.

Has SHF Holdings filed updated financial statements after identifying the error?

Yes. After determining the need for restatement, SHF Holdings filed an amendment to its Quarterly Report on Form 10-Q for the three months ended March 31, 2025 on August 14, 2025, which includes the restated financial statements reflecting corrected stock-based compensation.