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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): June 17, 2026
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 $230.00 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
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
June 17, 2026, SHF Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
Each proposal presented at the Annual Meeting is described in the Company’s definitive proxy statement for the Annual Meeting,
which was filed with the Securities and Exchange Commission on May 8, 2026. All matters voted upon at the Annual Meeting were approved
with the required votes, as set forth below. The matters that were voted upon at the Annual Meeting, and the number of votes cast for
or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1.
Election of two (2) Class II Directors.
The
following two Class II director nominees were elected to serve as Class II directors of the Company, with the following votes tabulated:
| | |
For | | |
Withheld | | |
Broker Non-Vote | |
| Jonathon F. Niehaus | |
| 1,290,372 | | |
| 486,420 | | |
| 999,845 | |
| Sean Tonner | |
| 1,304,236 | | |
| 472,556 | | |
| 999,845 | |
2.
Ratification of the appointment of Macias, Gini & O’Connell LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2026.
The
appointment of Macias, Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2026, was ratified, with the following votes tabulated:
| For |
|
|
Against |
|
|
Abstain |
|
|
Broker
Non-Vote |
|
| 2,399,926 |
|
|
342,954 |
|
|
33,757 |
|
|
0 |
|
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:
June 24, 2026 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |