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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): November 12, 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
7.01 |
Regulation
FD Disclosure. |
On
November 12, 2025, SHF Holdings, Inc. (the “Company”) issued a press release announcing that the Company’s Chief Executive
Officer, Terry Mendez, will make a presentation at the Trickle Research Microcap Conference on November 13, 2025 (the “Presentation”),
which is being furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Mr.
Mendez will use certain presentation materials (the “Presentation Materials”) in connection with the Presentation. These
Presentation Materials are furnished herewith as Exhibit 99.2 and are incorporated by reference in this Item 7.01.
The
information contained in Item 7.01, Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed “filed” for
purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act
of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
| Item
9.01 |
Financial
Statement and Exhibits |
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated November 12, 2025. |
| 99.2 |
|
Presentation Materials. |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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:
November 12, 2025 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer |