SHF Holdings (SHFS) flags Q1 2025 error, plans restated results filing

Rhea-AI Filing Summary

SHF Holdings, Inc. reported that its previously issued unaudited financial statements for the three months ended March 31, 2025 can no longer be relied upon. Management and the audit committee identified an error in the calculation of stock-based compensation expense, caused by incorrect expected term and stock price inputs in the Black‑Scholes option pricing model used to value certain stock options.

The company expects this correction to increase previously reported operating expenses and net loss for that quarter by approximately $500,000. SHF Holdings plans to restate the affected financial statements by filing an amended Quarterly Report on Form 10‑Q for the quarter ended March 31, 2025 as soon as practicable.

Positive

• None.

Negative

• Non-reliance on prior financials: Management and the audit committee concluded that previously issued unaudited financial statements for the quarter ended March 31, 2025 should no longer be relied upon.
• Restatement and higher loss: A stock option valuation error is expected to increase previously reported operating expenses and net loss for that quarter by approximately $500,000.
• Control and process concerns: Incorrect inputs in the Black‑Scholes model for expected term and stock price highlight weaknesses in stock-based compensation valuation controls.

Insights

Forensic accounting and disclosure expert

SHF flags a stock‑comp valuation error, requiring a Q1 2025 restatement and higher reported loss.

SHF Holdings, Inc. disclosed that its unaudited financial statements for the quarter ended March 31, 2025 should no longer be relied upon because of an error in valuing certain stock option awards. The Black‑Scholes model used incorrect expected term and stock price inputs, which understated stock‑based compensation expense.

The company expects this correction to increase operating expenses and net loss for that quarter by about $500,000. While the absolute dollar amount is modest, a formal non‑reliance conclusion by management and the audit committee is a serious governance event and can raise questions about valuation controls around equity compensation.

SHF plans to file an amended Form 10‑Q reflecting the restatement for the three months ended March 31, 2025. Investors will likely focus on that amendment to see the revised income statement and any discussion of remedial measures around financial reporting and option valuation processes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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. ☐

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

On August 13, 2025, the management of SHF Holdings, Inc. (the “Company”) 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 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.

The Company is working to complete its restatement of the affected financial statements and plans to file an amendment to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, that reflects this restatement as soon as practicable.

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 14, 2025	By:	/s/ Terrance E. Mendez
		Terrance E. Mendez
		Chief Executive Officer

FAQ

What did SHF Holdings, Inc. (SHFS) disclose in this 8-K?

SHF Holdings, Inc. disclosed that its unaudited consolidated financial statements for the three months ended March 31, 2025 should no longer be relied upon because of an error in calculating stock-based compensation expense.

Which SHFS financial period is affected by the non-reliance and restatement?

The affected period is the three months ended March 31, 2025, which the company refers to as the Non-Reliance Period.

How much will SHF Holdings’ expenses and net loss change due to the error?

The company expects the restatement to increase previously reported operating expenses and net loss for the Non-Reliance Period by approximately $500,000.

What caused the stock-based compensation error at SHF Holdings (SHFS)?

The fair value of certain stock option awards was miscalculated because the Black-Scholes option pricing model used incorrect inputs for the expected term and stock price.

How will SHF Holdings, Inc. correct the financial statement error?

SHF Holdings plans to complete a restatement of the affected financial statements and file an amendment to its Quarterly Report on Form 10-Q for the three months ended March 31, 2025.

Do SHF’s prior earnings releases and presentations remain reliable?

The company stated that any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing its financial statements for the Non-Reliance Period should no longer be relied upon.