SHF Holdings Files 8-K: Material Agreements, Delisting Notice, Equity Sales

TL;DR

SHF Holdings filed an 8-K on 9/30/25 with major news: material agreement, delisting warning, and unregistered stock sales.

AI Summary

On September 30, 2025, SHF Holdings, Inc. (formerly Northern Lights Acquisition Corp.) filed an 8-K detailing several significant events. These include entering into a material definitive agreement, receiving a notice of delisting or failure to meet continued listing rules, and reporting unregistered sales of equity securities. The company also amended its articles of incorporation or bylaws and provided financial statements and exhibits.

Why It Matters

This filing indicates potential financial distress or significant operational changes for SHF Holdings, Inc., which could impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — The combination of a material definitive agreement, a delisting notice, and unregistered equity sales suggests significant financial or operational challenges for the company.

Key Players & Entities

• SHF Holdings, Inc. (company) — Filer of the 8-K
• Northern Lights Acquisition Corp. (company) — Former name of SHF Holdings, Inc.
• September 30, 2025 (date) — Date of earliest event reported
• 20251003 (date) — Filing date

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
• $7 — The exercise price per warrant share is $7.7644, subject to adjustment as provided
• $7.7644 — n issuance, and the conversion price is $7.7644 per share, subject to adjustment as pro
• $28.8 m — he Purchase Agreement was approximately $28.8 million, resulting in approximately $6.3
• $6.3 million — 8.8 million, resulting in approximately $6.3 million in additional cash to the Company. This
• $6.1 million — received net proceeds of approximately $6.1 million in connection with the transactions con
• $14.5 million — ny in the aggregate principal amount of $14.5 million. Pursuant to the terms of the Debt Canc
• $10.7 m — r the Loan Agreements, or approximately $10.7 million, was deemed repaid and the obliga
• $687,500 — tors with an aggregate principal sum of $687,500. On September 30, 2025, these Notes wer
• $2.5 million — inimum required stockholders' equity of $2.5 million as stipulated by Nasdaq Listing Rule 55
• $2.5 m — Form 8-K, stockholders' equity exceeds $2.5 million, and the Company anticipates that
• $1,000 — B Preferred Stock has a stated value of $1,000 per share and the number of shares of C

Filing Documents

• form8-k.htm (8-K) — 76KB
• ex3-1.htm (EX-3.1) — 333KB
• ex10-1.htm (EX-10.1) — 340KB
• ex10-2.htm (EX-10.2) — 165KB
• ex10-3.htm (EX-10.3) — 198KB
• ex10-4.htm (EX-10.4) — 55KB
• ex10-5.htm (EX-10.5) — 56KB
• ex10-6.htm (EX-10.6) — 17KB
• 0001493152-25-016886.txt ( ) — 1718KB
• shfs-20250930.xsd (EX-101.SCH) — 4KB
• shfs-20250930_def.xml (EX-101.DEF) — 26KB
• shfs-20250930_lab.xml (EX-101.LAB) — 36KB
• shfs-20250930_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

forward-looking statements. The words "anticipate," "believe," "continue," "could,"

forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "outlook," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would," and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other risks and uncertainties. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of the Company), and other assumptions, that may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series B Preferred Stock of SHF Holdings, Inc., dated September 30, 2025. 10.1* Form of Securities Purchase Agreement, dated September 30, 2025, by and between SHF Holdings, Inc. and the investors signatory thereto. 10.2 Form of Registration Rights Agreement. 10.3 Form of Warrant. 10.4 Debt Cancellation Agreement, dated September 30, 2025, by and between SHF Holdings, Inc. and Partner Colorado Credit Union. 10.5 Form of Exchange and Cancellation Agreement. 10.6 Amendment No. 1 to Common Stock Purchase Agreement, dated September 30, 2025, by and between SHF Holdings, Inc. and CREO Investments LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit.

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: October 3, 2025 By: /s/ Terrance E. Mendez Terrance E. Mendez Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR