Here are the S-1 registration statements from SHF Holdings, Inc. (SHFS) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An S-1 covers the registration statement a company files to sell shares publicly, so if you follow SHFS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SHFS filings page.
SHF Holdings, Inc. has filed a Form S-1 registering up to 10,537,418 shares of Class A common stock for resale by a single selling stockholder. The shares include stock previously issued in a 2023 Issuance Agreement, shares received in the De‑SPAC transaction, and shares issuable upon exercise of Series B Warrants at a temporarily reduced cash exercise price of $0.65 per share. The company is not selling any securities in this offering and will receive proceeds only if the warrants are exercised for cash, which could provide approximately $6.7 million from the selling holder and about $15.5 million if all Series B Warrants held by all investors are exercised.
The registration follows a broader recapitalization and a voluntary reduction in both the Series B Preferred conversion price and Series B Warrant exercise price through July 31, 2026, and sits alongside a $150 million equity line of credit. As of December 31, 2025, stockholders’ equity was about $8.2 million and cash was $6.8 million, while recurring operating losses of roughly $5.4 million and negative operating cash flow raised substantial doubt about the company’s ability to continue as a going concern.
Key risks highlighted include a 65% loan-loss indemnification obligation on a approximately $52.1 million cannabis-related loan portfolio (with theoretical exposure of about $33.8 million and one borrower at 18% of the portfolio), dependence on PCCU as the primary banking partner, concentration in the federally illegal cannabis sector, and complex accounting for guarantee and credit-loss liabilities. The company also discloses Nasdaq listing risks tied to a sub‑$1 share price and a new $5 million market‑value rule, potential dilution from Series B Preferred Stock, Series B Warrants and the ELOC, identified material weaknesses in internal control, and ongoing litigation and regulatory‑change exposure.
SHF Holdings, Inc. is registering 12,060,766 shares of Class A common stock for potential resale by holders of Series B warrants after a temporary exercise-price cut to $0.65 per share through July 31, 2026. The company is not selling shares itself; only cash warrant exercises, if any, would bring in about $8.5 million of gross proceeds at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026, and could rise to 24,393,721 if all related warrants are exercised.
SHF provides compliant banking, lending and compliance services to cannabis-related businesses through financial institutions, principally Partner Colorado Credit Union (PCCU). Under a Second Amended Commercial Alliance Agreement it now receives up to 65% of loan-program income on an approximately $52.1 million CRB loan portfolio, but must indemnify PCCU for up to 65% of any net loan losses, a theoretical exposure of about $33.8 million. One high-risk borrower represents roughly 18% of that portfolio.
For 2025 SHF recorded an operating loss of about $5.4 million, used $3.4 million of cash in operating activities and ended the year with $6.8 million of cash, leading auditors to include a going-concern explanatory paragraph. The company also discloses Nasdaq listing risks from a sub-$1 share price and a new $5 million minimum market-value rule, while pointing to a $150 million equity line of credit and a 2025 recapitalization that reduced debt and added capital.
SHF Holdings, Inc. has filed an amended Form S-1 to register 21,517,377 shares of Class A common stock for potential resale by selling stockholders, all issuable upon exercise of Series B Warrants at a $0.65 Voluntarily Reduced Exercise Price through July 31, 2026.
The company is not selling shares itself and will receive no proceeds from resales, but could collect about $15.5 million in cash if all Series B Warrants are exercised at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026. SHF highlights recurring operating losses, substantial indemnification exposure on a $52.1 million cannabis loan portfolio, and an auditor going‑concern paragraph. It also discloses Nasdaq bid‑price noncompliance and a proposed new $5 million market‑cap rule that together could threaten its listing and access to a $150 million equity line of credit.
SHF Holdings, Inc. is registering 22,598,184 shares of Class A common stock for resale by existing selling stockholders. Most of these, 21,517,377 shares, underlie Series B warrants whose cash exercise price is temporarily reduced to $0.65 per share until July 31, 2026, potentially providing about $15.5 million of gross proceeds if fully exercised in cash. The balance covers shares previously issued to Partner Colorado Credit Union and received in the De-SPAC transaction. SHF will not receive any proceeds from stockholder resales and will only receive cash if warrants are exercised. The company reports recurring operating losses, substantial doubt about its ability to continue as a going concern, large indemnification exposure under its Second Amended Commercial Alliance Agreement with PCCU, and meaningful Nasdaq listing risks, including bid-price deficiencies and a proposed new $5 million market-value requirement that could lead to delisting.
SHF Holdings, Inc. has filed a Form S-1 registering 22,598,184 shares of Class A common stock for resale by selling stockholders. This includes 21,517,377 shares underlying Series B Warrants at a temporarily reduced exercise price of $0.65 and 1,080,807 shares issued to Partner Colorado Credit Union.
The company will not receive proceeds from stockholder resales but could receive up to approximately $15.3 million if all Series B Warrants are exercised for cash. The filing highlights sharp revenue declines, a substantial doubt going-concern warning tied to recurring losses, significant 65% loan-loss indemnification exposure under the Second Amended CAA, and heightened Nasdaq delisting risk from a sub‑$1.00 share price and a proposed $5 million minimum market cap rule.