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): January 25, 2023

SHF Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

5269 W. 62nd Avenue

Arvada, Colorado 80003

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 January 25, 2023, SHF Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special 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 (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 10, 2023.

As of December 16, 2022, the record date for the Special Meeting, there were 23,582,912 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), issued and outstanding. At the Special Meeting, stockholders holding an aggregate of 15,217,182 shares of Class A Common Stock, representing 64.5% of the outstanding shares of Class A Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Special Meeting, and each of the proposals was approved by the stockholders. Partner Colorado Credit Union and Luminous Capital USA, Inc. voted in accordance with the voting agreements entered into with the Company for each matter submitted to a vote of the stockholders at the Special Meeting. The final results of such stockholder voting on each proposal brought before the Special Meeting are as follows:

Proposal 1 — The Nasdaq Proposal — To approve the issuance of shares of our Class A Common Stock issuable upon the conversion of 20,450 shares of our Series A Preferred Stock, par value $0.0001 per share, held by certain private investors at a conversion price of $1.25 per share of Class A Common Stock, in accordance with Nasdaq Listing Rule 5635(d) (the “Nasdaq Proposal”).

Proposal 2 — The Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal. The Nasdaq Proposal, having received the votes required by applicable law, was declared to be duly adopted by the Company’s stockholders. As such, a vote of the proposal to authorize adjournment of the Special Meeting was unnecessary.

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.