Registration
No. 333-_________
As
filed with the Securities and Exchange Commission on October 31, 2025
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SHF
Holdings, Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
86-2409612 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Identification No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Address
of Principal Executive Offices)
SHF
HOLDINGS, INC. AMENDED AND RESTATED – 2022 EQUITY INCENTIVE PLAN
(Full
title of the Plan)
Copy
to:
| Terrance
E. Mendez |
|
Michael
D. Schwamm, Esq. |
| Chief
Executive Officer |
|
Justin
A. Santarosa, Esq. |
| 1526
Cole Blvd., Suite 250 |
|
Duane
Morris LLP |
| Golden,
Colorado 80401 |
|
865
South Figueroa Street, Suite 3100 |
| (303)
431-3435 |
|
Los
Angeles, California 90017 |
| |
|
(213)
689-7466 |
| (Name,
Address and Telephone |
|
|
| Number
of Agent for Service) |
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION
OF ADDITIONAL SECURITIES
On
July 8, 2025, the stockholders of SHF Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”)
to the SHF Holdings, Inc. Amended and Restated – 2022 Equity Incentive Plan (as amended and/or restated from time to time, the
“Plan”). Pursuant to the Amendment, the number of shares of the Company’s Class A common stock, par value
$0.0001 (“Common Stock”), authorized for issuance under the Plan was increased by 274,891 (the “Newly Authorized
Shares”). In addition, the Amendment includes a provision whereby the total number of shares of Common Stock that may be issued
under the Plan will automatically increase (an “Automatic Increase”) upon the occurrence of a Dilution Event (as defined
in the Amendment) and on the first trading day of each calendar year, beginning on January 1, 2026, by such number of shares of Common
Stock necessary to make the total shares of Common Stock authorized under the Plan equal to fifteen percent (15%) of the total outstanding
shares of Common Stock on the last day of the prior calendar year (subject to a maximum annual increase of 50,000 shares of Common Stock).
This
Registration Statement registers an additional 424,891 shares (the “Additional Shares”) of Common Stock that may be
offered and sold under the Plan as of the date hereof or following an Automatic Increase, as applicable. The Additional Shares are
comprised of (i) the Newly Authorized Shares and (ii) 150,000 shares of Common Stock, which represent the maximum aggregate number of
shares of Common Stock that may become authorized for issuance under the Plan after the first three (3) Automatic Increases following
the date hereof. This Registration Statement relates solely to the registration of additional securities of the same class as other
securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective.
Pursuant to General Instruction E to Form S-8, the contents of the Company’s previously filed registration statement on Form S-8
relating to the Plan (File No. 333-276311), filed with the Securities and Exchange Commission (the “Commission”) on December
29, 2023, including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent
not otherwise amended or superseded by the contents hereof.
| PART
II. |
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT |
| Item
3. |
Incorporation
of Documents by Reference |
The
Company is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information
with the Commission. The following documents, which are on file with the Commission, are incorporated into this Registration Statement
by reference:
(a)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on April 10, 2025, as
amended by the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the Commission on April
30, 2025;
(b)
The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the Commission on May 21, 2025, as
amended by the Company’s Quarterly Report on Form 10-Q/A for the period ended March 31, 2025, filed with the Commission on
August 14, 2025;
(c)
The Company’s Quarterly Report on Form
10-Q for the period ended June 30, 2025, filed with the Commission on August 14, 2025;
(d)
The Company’s Current Reports on Form 8-K, filed with the Commission on January
7, 2025, January
27, 2025, January
29, 2025, February
3, 2025, March
4, 2025, March
7, 2025, March
13, 2025, March
14, 2025, March
20, 2025, April
7, 2025, April
18, 2025, May
2, 2025, May
7, 2025, May
28, 2025, July
11, 2025, August
14, 2025, August
22, 2025, September
2, 2025, September
12, 2025, September
23, 2025, September
30, 2025, October
3, 2025, and October
17, 2025 (other than information in such Current Reports deemed to have been furnished and not filed in accordance with the
rules of the Commission); and
(e)
The description of the Company’s common stock contained in the Company’s Current Report on Form 8-K, filed with the
Commission on October 4, 2022, including any subsequent amendments or reports filed for the purpose of updating such
description.
All
documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference
in this Registration Statement.
Any
statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
| 5.1* |
Opinion of Duane Morris LLP. |
| 10.1 |
SHF Holdings, Inc. Amended and Restated – 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-8 (File No. 333-276311), filed by SHF Holdings, Inc. under the Exchange Act on December 29, 2023). |
| 10.2 |
SHF Holdings, Inc. Amendment to Amended and Restated – 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by SHF Holdings, Inc. under the Exchange Act on July 11, 2025). |
| 23.1* |
Consent of Duane Morris LLP (contained in opinion filed as Exhibit 5.1 to this Registration Statement). |
| 23.2* |
Consent of Marcum LLP, independent registered public accounting firm. |
| 24.1* |
Power of Attorney (included on the signature page to this Registration Statement). |
| 107.1* |
Calculation of Filing Fee Table. |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on October 31, 2025.
| SHF HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
Terrance Mendez |
|
| |
Terrance
Mendez |
|
| |
Chief
Executive Officer, Interim Chief Financial Officer |
|
| |
(Duly
Authorized Representative) |
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Terrance Mendez as his
or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment
or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any
and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person,
hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do
or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the date indicated.
| Signatures |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Terrance Mendez |
|
Chief
Executive Officer, Interim Chief Financial Officer, Director |
|
October
31, 2025 |
| Terrance
Mendez |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Douglas Beck |
|
Principal
Accounting Officer, Senior Vice President of Finance |
|
October
31, 2025 |
| Douglas
Beck |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Sundie Seefried |
|
Director |
|
October
31, 2025 |
| Sundie
Seefried |
|
|
|
|
| |
|
|
|
|
| /s/
Jonathon F. Niehaus |
|
Director |
|
October
31, 2025 |
| Jonathon
F. Niehaus |
|
|
|
|
| |
|
|
|
|
| /s/
Francis A. Braun III |
|
Director |
|
October
31, 2025 |
| Francis
A. Braun III |
|
|
|
|
| |
|
|
|
|
| /s/
Richard Carleton |
|
Director |
|
October
31, 2025 |
| Richard
Carleton |
|
|
|
|
