Form 8-K - Current report

 

 

 

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): June 11, 2024

 

SHF Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-40524		90-2409612
(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 [phone]

 

 

(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 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 11, 2024, SHF Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”) at which stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2024, and as further amended on May 10, 2024 (collectively, the “Proxy Statement”).

 

As of April 15, 2024, the record date for the Meeting, there were 55,430,976 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), issued, outstanding, and entitled to vote. Each of the proposals made at the Meeting, as described below, was approved and the final voting results for each proposal are also described below. For beneficial owners holding the Class A Common Stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

 

Proposal 1 — Election of Class III Directors — The election of Douglas Fagan and Sundie Seefried to serve as Class III directors on the Company’s board of directors for a term of three years expiring at the annual meeting of stockholders to be held in 2027, or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement or removal. The votes were cast as follows:

 

NOMINEE		VOTES FOR		VOTES AGAINST		VOTES ABSTAINED
Douglas Fagan		30,848,631		0		6,227,848
Sundie Seefried		31,919,850		0		5,156,629
James Carroll		4,410,009		0		32,666,470

 

Proposal 2 — Ratification of Auditors — The appointment of Marcum LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2024. The votes were cast as follows:

 

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
42,676,104		974,530		1,289,813		n/a

 

 

 

Item 7.01. Regulation FD Disclosure.

 

Beginning on June 18, 2024, the Company may commence investor presentations using the Investor Presentation attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ending December 31, 2024.

 

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

The information in this Item 7.01, including 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.

 

No Offer or Solicitation

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

Forward-Looking Statements

 

Statements made in this report that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the revised risk factors filed as Exhibit 99.1 to our Current Report on Form 8-K; the section titled “RISK FACTORS” contained in the S-1/A filed with the SEC on November 23, 2022, the risks discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Investor Presentation, dated June 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: June 17, 2024	By:	/s/ Donnie Emmi
		Chief Legal Officer

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cover	Jun. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity File Number	001-40524
Entity Registrant Name	SHF Holdings, Inc.
Entity Central Index Key	0001854963
Entity Tax Identification Number	90-2409612
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	SHFS
Security Exchange Name	NASDAQ
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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