Current Report Filing (8-k)
2023年2月7日 - 11:16PM
Edgar (US Regulatory)
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2023-02-07
2023-02-07
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2023-02-07
2023-02-07
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2023-02-07
2023-02-07
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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): February 7, 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
5269
W. 62nd Avenue
Arvada,
Colorado 80003
(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 8.01. Other Events.
As
previously announced, SHF Holdings, Inc. (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 February 6, 2023, 7,764 shares of Series A Preferred Stock have been converted into shares of Class A Common Stock, resulting
in there being 27,027,089 shares of Class A Common Stock issued and outstanding and 12,686 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:
February 7, 2023 |
By: |
/s/ Donnie
Emmi |
|
|
Donnie Emmi |
|
|
Chief Legal Officer |
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