false 0001854963 0001854963 2024-10-30 2024-10-30 0001854963 SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2024-10-30 2024-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 30, 2024

 

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 2.02. Results of Operations and Financial Condition.

 

On October 30, 2024, SHF Holdings, Inc. (the “Company”) issued a press release announcing that management would discuss its earnings and other financial results for the second quarter ended September 30, 2024 in a webcast conference call at 4:30 pm Eastern time on November 12, 2024 following the release of the Company’s financial results. The October 30, 2024 press release is attached as Exhibits 99.1.

 

Exhibit 99.1 is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description of Exhibit
99.1   Press Release dated October 30, 2024
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SHF HOLDINGS, INC.
     
Date: October 30, 2024 By: /s/ James Dennedy
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Safe Harbor Financial to Report Third Quarter 2024 Financial Results on Tuesday, November 12, 2024

 

Company to host conference call after the market closes at 4:30p.m. ET on Tuesday, November 12th

 

GOLDEN, Colo., October 30, 2024 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, today announced that it will report financial results for the third quarter of 2024 ended September 30, 2024 on Tuesday, November 12, 2024, after the close of the market.

 

Safe Harbor will host a conference call and webcast at 4:30p.m. ET / 1:30p.m. PT on November 12, 2024, to discuss Safe Harbor’s financial results.

 

For those interested in listening in to the conference call, please dial in and ask to join the Safe Harbor Financial call.

 

Date: Tuesday, November 12, 2024
Time: 4:30p.m. ET / 1:30p.m. PT
Live webcast: https://edge.media-server.com/mmc/p/e4nodwhb
Participant Dial-In: 646-307-1963 or 800-715-9871 (Toll Free)
Passcode: 1606405

 

About Safe Harbor

 

Safe Harbor is among the first service providers to offer compliance, monitoring and validation services to financial institutions, providing traditional banking services to cannabis, hemp, CBD, and ancillary operators, making communities safer, driving growth in local economies, and fostering long-term partnerships. Safe Harbor, through its financial institution clients, implements high standards of accountability, transparency, monitoring, reporting and risk mitigation measures while meeting Bank Secrecy Act obligations in line with FinCEN guidance on cannabis-related businesses. Over the past eight years, Safe Harbor has facilitated more than $23 billion in deposit transactions for businesses with operations spanning over 41 states and US territories with regulated cannabis markets. For more information, visit www.shfinancial.org.

 

 
 

 

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 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; 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 may be instituted 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, 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 Media

Nick Callaio, Marketing Manager

720.951.0619

Nick@SHFinancial.org

 

Safe Harbor Investor Relations

ir@SHFinancial.org

 

KCSA Strategic Communications

Phil Carlson

safeharbor@kcsa.com

 

 

 

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Oct. 30, 2024
Document Type 8-K
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Document Period End Date Oct. 30, 2024
Entity File Number 001-40524
Entity Registrant Name SHF Holdings, Inc.
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Entity Tax Identification Number 86-2409612
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1526 Cole Blvd.
Entity Address, Address Line Two Suite 250
Entity Address, City or Town Golden
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80401
City Area Code 303
Local Phone Number 431-3435
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.0001 par value per share
Trading Symbol SHFS
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol SHFSW
Security Exchange Name NASDAQ

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