SHF Holdings updates warrant timing; terms otherwise unchanged

Rhea-AI Filing Summary

SHF Holdings (SHFS) amended its recent financing terms. On October 14, 2025, the company and the participating investors executed amendments that replace the original warrants with amended and restated warrants, effective as of September 30, 2025.

The change shifts the initial exercisability trigger from six months and one day after the Issuance Date to six months and one day after the Applicable Date. The company states no other warrant terms were modified. Forms of the amendment and the amended warrant were filed as exhibits.

Insights

Capital markets analyst

Neutral tweak to warrant timing; core terms unchanged.

SHF Holdings and investors amended and restated warrants so that initial exercisability is measured from the Applicable Date rather than the original Issuance Date, while keeping all other terms intact. This is a mechanical adjustment to timing rather than economics.

The filing does not alter strike, maturity, or quantity, and therefore does not change dilution mechanics beyond timing. Actual market impact depends on when the Applicable Date falls relative to prior expectations.

Exhibits include the form of amendment and the form of amended and restated warrant, which list the operative language; subsequent filings may clarify any referenced defined dates.

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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): October 14, 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 1.01. Entry into Material Definitive Agreement.

As previously disclosed, SHF Holdings, Inc. (the “Company”) entered that certain Securities Purchase Agreement, dated September 30, 2025 (the “Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto (each, a “Buyer”). The Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2025.

On October 14, 2025, the Company and each Buyer entered into an Amendment No. 1 to Securities Purchase Agreement (each, an “Amendment”), pursuant to which, among other things, each Buyer agreed to amend and restate its Warrant (as defined in the Agreement), effective as of September 30, 2025. In accordance with each Amendment, each Buyer was issued an amended and restated Warrant (each, an “A&R Warrant”), amending the initial exercisability date of such Warrant from six months and one day after the Issuance Date (as defined in the Warrant) to six months and one day after the Applicable Date (as defined in the Warrant). No other terms of the Warrants were modified.

The foregoing description of the Amendments and the A&R Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the full text of the form of A&R Warrant, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Amendment to Securities Purchase Agreement, dated October 14, 2025, by and between SHF Holdings, Inc. and the investor identified therein.
10.2		Form of Amended and Restated Warrant.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 17, 2025	By:	/s/ Terrance E. Mendez
		Terrance E. Mendez
		Chief Executive Officer

FAQ

What did SHFS change in this 8-K?

SHFS amended and restated certain investor warrants to change the initial exercisability trigger from the Issuance Date to the Applicable Date, with all other terms unchanged.

When are the amended SHFS warrants effective?

The amended and restated warrants are effective as of September 30, 2025.

When was the SHFS amendment executed?

The company and each investor executed the amendments on October 14, 2025.

Did SHFS change any other warrant terms like price or quantity?

No. The company states no other warrant terms were modified.

Where can investors find the detailed SHFS warrant changes?

The form of Amendment (Exhibit 10.1) and the form of Amended and Restated Warrant (Exhibit 10.2) are included as exhibits.

Does this 8-K indicate cash proceeds to SHFS?

The disclosure addresses warrant timing; it does not describe cash proceeds.