Primary
Offering of
Up
to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants
Secondary
Offering of
Up
to 16,360,000 Shares of Class A Common Stock Underlying Series A Convertible Preferred
Up
to 1,022,500 Shares of Class A Common Stock Underlying PIPE Warrants
This
Prospectus Supplement No. 2 (this “Supplement”) amends and supplements the Prospectus dated December 9, 2022 (as supplemented
or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No.
333-267796).
This
Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2023 (the “Current
Report”), a copy of which is included with this Supplement.
The
Prospectus relates to the issuance by us of up to an aggregate of 5,750,000 shares of our Class A common stock, par value $0.0001 per
share (“Class A Common Stock”), issuable upon the exercise of the 5,750,000 warrants sold in our initial public offering
(the “Public Warrants”).
The
Prospectus also relates to the offer and sale from time to time by the Selling Stockholders identified in the Prospectus of up to 17,382,500
shares of Class A Common Stock, consisting of (i) up to 16,360,000 shares of Class A Common Stock issuable upon the conversion of shares
of our Series A Convertible Preferred Stock sold to the Selling Stockholders in a private offering (the “PIPE Offering”),
and (ii) up to 1,022,500 shares of Class A Common Stock issuable upon the exercise of warrants to purchase Class A Common Stock (the
“PIPE Warrants”), sold to the Selling Stockholders in the PIPE Offering. Both the Public Warrants and the PIPE Warrants
are exercisable at $11.50 per share.
Our
Class A Common Stock and our Public Warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols
“SHFS” and “SHFSW,” respectively. On March 9, 2023, the closing price of our Class A Common Stock was
$0.70 and the closing price for our Public Warrants was $0.04.
This
Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized
except in combination with, the Prospectus, including any amendments or supplements thereto. This Supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Supplement, you should rely
on the information in this Supplement.
See
the section titled See “Risk Factors” beginning on page 10 of the Prospectus, as well as those risk factors contained in
any amendments or supplements to the Prospectus and the documents included or incorporated by reference herein or therein, to read about
factors you should consider before buying our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be
offered under the Prospectus and this Prospectus Supplement No. 2. Any representation to the contrary is a criminal offense.
_________________________
The
date of this Supplement is March 13, 2023.