Current Report Filing (8-k)
March 14 2023 - 6:31AM
Edgar (US Regulatory)
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2023-03-13
2023-03-13
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2023-03-13
2023-03-13
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SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-03-13
2023-03-13
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): March 13, 2023
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 (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) |
|
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|
|
☐ |
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)) |
|
|
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|
☐ |
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
2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As
previously disclosed in a Current Report on Form 8-K filed with the SEC by SHF Holdings, Inc. (“SHF” or the “Company”)
on November 8, 2022, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), notified the Company on November 2,
2022 that it was in default on a promissory note in the total amount of $2,166,250 executed on September 28, 2022 (the “Note”).
On
March 10, 2023, SHF and EF Hutton agreed to fully resolve the balance due, as well as all obligations set forth in the Note, for the
total sum of $550,000 (the “Resolution Payment”). SHF made the Resolution Payment on March 10, 2023.
On
March 13, 2023, SHF was provided with a fully executed Satisfaction and Release of Promissory Note. As such, the Note is fully satisfied
and SHF has no further obligations under the Note.
Item
8.01. Other Events.
As
previously announced, the Company entered into an Amended and Restated Securities Purchase Agreement with certain investors (collectively,
the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors purchased an aggregate of 20,450 shares of
the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), which
shares of Series A Preferred Stock are convertible into shares of the Company’s Class A common stock, $0.0001 par value per share
(the “Class A Common Stock”).
As
of March 13, 2023, 9,554 shares of Series A Preferred Stock have been converted into shares of Class A Common Stock, resulting in there
being 29,921,551 shares of Class A Common Stock issued and outstanding and 10,896 shares of Series A Preferred Stock issued and outstanding.
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:
March 14, 2023 |
By: |
/s/
Donnie Emmi |
|
|
Chief
Legal Officer |
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