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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): September 24, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Principal
Accounting Officer
On
September 24, 2025, SHF Holdings, Inc. (the “Company”) appointed Douglas Beck as the Company’s Principal Accounting
Officer.
Mr.
Beck, age 64, will continue to serve as the Company’s Senior Vice President of
Finance, Controller, a position that he has held since May 2025. Prior to his appointment
as the Company’s Senior Vice President of Finance, Controller, Mr. Beck served as
the Chief Financial Officer of AiAdvertising, Inc. from November 2024 to April 2025 and the Chief Financial Officer of ShiftPixy,
Inc. from January 2023 to March 2024. Mr. Beck also served as a consultant to Beyond Air Inc. from September 2021 to December 2022 and
as its Chief Financial Officer from November 2018 to August 2021. He received a Bachelor of Science in Accounting from
Fairleigh Dickinson University, and is also a licensed Certified Public Accountant.
There
are no arrangements or understandings between Mr. Beck and any other person pursuant to which Mr. Beck was appointed as an officer of
the Company. There are no family relationships between Mr. Beck and any director or executive officer of the Company, and Mr. Beck does
not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
There
is no change to Mr. Beck’s annual base salary of $175,000 or any other compensation as a result of this appointment. All equity
awards will be subject to the terms of the Company’s Amended and Restated – 2022 Equity Incentive Plan (as amended from time
to time), the Company’s standard award agreements, and the Company’s clawback policies, as applicable.
Chief
Investment & Strategy Officer
On
September 24, 2025, the Company appointed Michael Regan as the Company’s Chief Investment & Strategy Officer.
Chief
Marketing Officer
On
September 24, 2025, the Company appointed Jeffrey Kay as the Company’s Chief Marketing Officer.
Board
Size
On
September 24, 2025, the board of directors (the “Board”) of the Company approved a decrease in the size of the Board from
seven to five members.
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:
September 30, 2025 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer |
