SHF Holdings, Inc. Amends Financial Statement Reliance Report

TL;DR

SHF Holdings is correcting past financial statements - expect volatility.

AI Summary

SHF Holdings, Inc. filed an amendment (8-K/A) on August 22, 2025, to its report originally filed on August 13, 2025. This amendment pertains to the non-reliance on previously issued financial statements or related audit reports. The company, formerly known as Northern Lights Acquisition Corp., is incorporated in Delaware and operates in the Finance Services sector.

Why It Matters

This filing indicates potential issues with past financial reporting, which could impact investor confidence and require restatements.

Risk Assessment

Risk Level: medium — Amendments regarding non-reliance on financial statements suggest potential accounting errors or restatements, which carry inherent risks.

Key Players & Entities

• SHF Holdings, Inc. (company) — Registrant
• Northern Lights Acquisition Corp. (company) — Former company name
• August 13, 2025 (date) — Earliest event date reported
• August 22, 2025 (date) — Filing date of amendment
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — hich Registered Class A Common Stock, $0.0001 par value per share SHFS The Nasdaq
• $11.50 — A Common Stock at an exercise price of $11.50 per share SHFSW The Nasdaq Stock Ma
• $500,000 — result in an increase of approximately $500,000 to previously reported operating expens

Filing Documents

• form8-ka.htm (8-K/A) — 41KB
• 0001641172-25-025203.txt ( ) — 254KB
• shfs-20250813.xsd (EX-101.SCH) — 4KB
• shfs-20250813_def.xml (EX-101.DEF) — 26KB
• shfs-20250813_lab.xml (EX-101.LAB) — 36KB
• shfs-20250813_pre.xml (EX-101.PRE) — 25KB
• form8-ka_htm.xml (XML) — 7KB

02

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On August 13, 2025, the Company's management and the Audit Committee of the Company's board of directors concluded that the Company's unaudited consolidated financial statements for the three months ended March 31, 2025 (the "Non-Reliance Period"), previously filed with the Securities and Exchange Commission on May 16, 2025, should no longer be relied upon due to an error in the calculation of stock-based compensation expense. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company's financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon. The Audit Committee of the Company's board of directors discussed the restatement with MGO, the independent registered public accounting firm for the Company. The fair value of certain stock option awards was not calculated correctly for the Non-Reliance Period. The Black-Scholes option pricing model contained incorrect inputs, specifically for the expected term and stock price, which required adjustment to properly determine the fair value of the awards. This restatement is expected to result in an increase of approximately $500,000 to previously reported operating expenses and net loss for the Non-Reliance Period. Subsequent to the filing of the Original Form 8-K, the Company completed its restatement of the affected financial statements and, on August 14, 2025, filed an amendment to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, that includes the restated financial statements.

SIGNATURES

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. SHF HOLDINGS, INC. Date: August 22, 2025 By: /s/ Terrance E. Mendez Terrance E. Mendez Chief Executive Officer

View Full Filing

View this 8-K/A filing on SEC EDGAR