Current Report Filing (8-k)
2023年2月28日 - 6:33AM
Edgar (US Regulatory)
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2023-02-27
2023-02-27
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2023-02-27
2023-02-27
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2023-02-27
2023-02-27
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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 27, 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) |
|
|
|
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☐ |
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
7.01. Regulation FD Disclosure
Beginning
on February 28, 2023, 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, 2023.
The
information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s
Securities and Exchange Commission (“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 99.2 to our Current Report on Form 8-K, filed with the SEC on September 19, 2022, 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
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 26, 2023, 9,504 shares of Series A Preferred Stock have been converted into shares of Class A Common Stock, resulting in
there being 29,881,551 shares of Class A Common Stock issued and outstanding and 10,946 shares of Series A Preferred Stock issued and
outstanding.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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 27, 2023 |
By: |
/s/
Donnie Emmi |
|
|
Chief
Legal Officer |
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