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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): March 3, 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
2.02. Results of Operations and Financial Condition.
On
March 3, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing that emerging U.S. market average deposit
balances increased 29% over the twelve months ended February 4, 2026, which increased total average deposit balances by 4.5%.
The
information contained in this Item 2.02 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing. The furnishing of the information in this Item 2.02 and Exhibit 99.1 of this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or
that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly
available.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 3, 2026. |
| 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:
March 3, 2026 |
By: |
/s/
Terrance Mendez |
| |
|
Terrance
Mendez |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Safe
Harbor Financial Delivers Strong 29% YoY Growth in Emerging US Cannabis Markets Representing 100+ New Customer Depository Accounts
Cumulatively
Emerging US Markets represent 31% of Safe Harbor’s Total Deposit Balances Driven by Strategic Early Entry into High-Growth States
Including New York, New Jersey, Illinois, Florida, Ohio, and Kentucky
DENVER,
Colo. (March 3, 2026) – SHF Holdings, Inc., d/b/a Safe Harbor (the “Company” or “Safe Harbor”)
(NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated cannabis and hemp
industries, announced that emerging US market average deposit balances increased 29% over the 12 months ended February 4, 2026, driving
total average deposit balances up 4.5%. Emerging US markets now represent 31% of the Company’s average deposit balances, with this
growth reflecting Safe Harbor’s strategic focus on high-potential state markets.
“We’ve
built a strong foundation by investing in high-potential markets early, whether that’s new states launching their programs, established
states expanding adult-use licensing, or mature markets where operators are scaling operations,” said Terry Mendez, Chief Executive
Officer of Safe Harbor. “The 29% year-over-year emerging market asset growth demonstrates both the strength of our strategy and
the trust licensed operators place in Safe Harbor as their partner through every stage of growth.”
The
growth in emerging US markets represents more than 100 new customer depository accounts established over the past year, combined with
increased deposit levels from certain existing clients as their operations expanded. Safe Harbor’s established presence in these
high-growth territories positions the Company to benefit from ongoing regulatory developments and operator expansion as these markets
continue to mature and scale.
Strategic
Focus on Three Market Categories:
Safe
Harbor’s emerging market portfolio spans distinct opportunity categories based on regulatory maturity:
| ● | New
Markets Coming Online: Delaware, Minnesota, Kentucky, Alabama, and Mississippi are states
that have recently launched or are actively implementing cannabis licensing programs. |
| ● | Licensing
Expansion in Major Adult-Use States: New York, New Jersey, Maryland, Connecticut, Missouri,
and Ohio are experiencing growth as established adult-use programs expand their licensing
frameworks, bringing new operators into regulated markets and creating demand for compliant
banking services. |
| ● | Operator
Footprint Expansion: Pennsylvania, Illinois, Virginia, and Florida represent medical
or transitioning markets where existing operators are expanding their operations, thereby
increasing their need for sophisticated compliant banking services. |
In
emerging markets, deposit levels naturally fluctuate as licensed operators progress through business cycles, from deploying startup capital
for facility build-outs, equipment, and inventory acquisitions during their launch phases, to building working capital reserves as they
mature. Safe Harbor’s growing presence in emerging states reflects its strategy of supporting cannabis operators from their initial
licensing through operational maturity, positioning the Company to participate in continued industry expansion as state programs evolve.
About
Safe Harbor
Safe
Harbor is a financial platform delivering smarter banking, lending, payments and business services tailored to how the cannabis industry
actually operates. As one of the original pioneers of compliant financial operations support and cannabis banking consulting in the U.S.,
Safe Harbor has facilitated more than $26 billion in cannabis-related transactions across 41 states and territories. Through its proprietary
Cannabis Banking Solutions™ Platform and network of regulated financial institution partners, Safe Harbor empowers cannabis operators
to gain clarity, control and confidence in their financial operations. From daily banking to long-term growth, Safe Harbor provides real
solutions and personal support — built exclusively for cannabis. Safe Harbor is a financial technology company, not a bank. Banking
services are provided by our partner financial institutions. For more information, visit shfinancial.org.
Safe
Harbor defines “average deposit balances” as the trailing 14 day average daily deposit balances at its financial institution
partners. “Emerging US markets” are states with cannabis programs launched or materially expanded within the past five years,
where regulatory frameworks and operator participation continue to evolve. These markets include states that are in the initial stages
of their licensing programs, transitioning from medical to adult-use programs, and states experiencing significant cannabis licensing
expansion.
Cautionary
Statement Regarding Forward-Looking Statements:
Certain
information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements
and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may
include, but are not limited to, statements with respect to, growth in Safe Harbor’s AUM, Safe Harbor’s ability to satisfy
the required conditions to utilize its equity line of credit (the “ELOC”), market conditions that may impact Safe Harbor’s
ability to access the ELOC on acceptable terms or at all, the possibility that the ELOC may not be fully utilized, expected use of proceeds
from the ELOC, trends in the cannabis industry, including proposed changes in U.S. and state laws, rules, regulations and guidance relating
to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s market size; Safe Harbor’s projected
financial and operational performance, including relative to its competitors and historical performance; success or viability of new
product and service offerings Safe Harbor may introduce in the future; the impact volatility in the capital markets, which may adversely
affect the price of Safe Harbor’s securities; the outcome of any legal proceedings that have been or may be brought by or against
Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ
materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time
in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no duty to update any forward-looking
statement made herein. All forward-looking statements speak only as of the date of this press release.
Safe
Harbor Investor Relations Contact:
ir@SHFinancial.org
Safe
Harbor Media Relations Contact:
safeharbor@kcsa.com
###
