SHF Holdings Seeks Massive Share Increase, Reverse Split Authority

TL;DR

**SHFSW is gearing up for a massive share dilution and a reverse split, signaling potential financial distress or a major strategic pivot – watch out for the impact on your holdings.**

AI Summary

SHF Holdings, Inc. (SHFSW) is seeking stockholder approval for six key proposals at a Special Meeting on November 6, 2025, aimed at bolstering its financial flexibility and Nasdaq compliance. The company proposes to significantly increase its authorized common stock from 130,000,000 to 1,000,000,000 shares, a nearly 669% increase, to facilitate future capital raises and strategic transactions. Stockholders will also vote on issuing shares related to the conversion of 31,052 Series B Convertible Preferred Stock and the exercise of SPA Warrants for up to 1,999,543 common shares, both at a conversion/exercise price of $7.7644. Additionally, the company seeks approval for a common stock issuance to CREO Investments LLC and for management and a director to participate in certain offerings. A critical proposal includes granting the Board authority to effect a reverse stock split within a 2-for-1 to 12-for-1 range to potentially increase the per-share price and maintain Nasdaq listing standards. The Board unanimously recommends a 'FOR' vote on all proposals, which are crucial for the company's strategic outlook and capital structure management.

Why It Matters

These proposals are critical for SHF Holdings' future financial health and market standing. Increasing authorized shares provides the company with significant flexibility for future capital raises, debt conversions, or strategic acquisitions, which could dilute existing shareholders if not managed carefully. The proposed reverse stock split is a clear signal of potential Nasdaq compliance issues, as it's often used to boost a stock's per-share price to meet minimum listing requirements, directly impacting investor confidence and liquidity. For employees and customers, a stable, well-capitalized company can offer more security and better service, but the underlying reasons for these moves warrant close scrutiny in a competitive market.

Risk Assessment

Risk Level: high — The proposal to increase authorized shares from 130,000,000 to 1,000,000,000 represents a potential dilution of nearly 669% for existing shareholders. Furthermore, the Reverse Stock Split Proposal, ranging from 2-for-1 to 12-for-1, explicitly mentions maintaining Nasdaq listing standards, indicating the company may be at risk of delisting due to a low share price, which is a significant red flag for investors.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the authorized share increase and the implications of a reverse stock split, which often precedes further price declines. Consider reducing exposure or hedging if you believe the company's underlying fundamentals cannot support a sustained price increase post-split.

Key Numbers

• 1,000,000,000 — Proposed Authorized Common Stock (Represents a significant increase from 130,000,000 shares, enabling future capital raises.)
• 31,052 — Series B Preferred Stock Shares (To be converted into common stock at $7.7644 per share.)
• 1,999,543 — SPA Warrants Shares (Maximum common shares issuable upon warrant exercise at $7.7644 per share.)
• 2-for-1 to 12-for-1 — Reverse Stock Split Range (Proposed range for a reverse stock split to potentially boost share price and maintain Nasdaq listing.)
• 2,953,473 — Common Stock Outstanding (Shares entitled to vote as of the October 14, 2025 Record Date.)
• October 14, 2025 — Record Date (Date for determining stockholders entitled to vote at the Special Meeting.)
• November 6, 2025 — Special Meeting Date (Date stockholders will vote on the proposals.)

Key Players & Entities

• SHF Holdings, Inc. (company) — Registrant and issuer of common stock
• SHFSW (company) — Ticker symbol for SHF Holdings, Inc.
• November 6, 2025 (date) — Date of the Special Meeting of Stockholders
• 130,000,000 (dollar_amount) — Current number of authorized shares of common stock
• 1,000,000,000 (dollar_amount) — Proposed number of authorized shares of common stock
• 31,052 (dollar_amount) — Number of Series B Convertible Preferred Stock shares to be converted
• $7.7644 (dollar_amount) — Conversion price for Series B Preferred Stock and exercise price for SPA Warrants
• 1,999,543 (dollar_amount) — Maximum shares issuable upon exercise of SPA Warrants
• CREO Investments LLC (company) — Party to a Common Stock Purchase Agreement with SHF Holdings, Inc.
• Terrance E. Mendez (person) — Chief Executive Officer of SHF Holdings, Inc.

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — market]: The company is seeking approval for a reverse stock split to potentially increase its per-share price and maintain compliance with Nasdaq listing standards. Failure to maintain these standards could lead to delisting, significantly impacting liquidity and investor confidence.
• Dilution from Share Issuances [high — financial]: The proposed increase in authorized shares from 130,000,000 to 1,000,000,000, along with the issuance of shares for Series B Preferred Stock conversion (31,052 shares) and SPA Warrants exercise (up to 1,999,543 shares), could significantly dilute existing shareholders' ownership and potentially depress the stock price.
• Dependence on Future Capital Raises [medium — financial]: The substantial increase in authorized shares is intended to facilitate future capital raises. The company's ability to execute these raises successfully and on favorable terms is critical for its ongoing operations and strategic initiatives.
• Shareholder Approval for Key Proposals [medium — regulatory]: The company requires shareholder approval for several critical proposals, including the increase in authorized shares and the reverse stock split. Failure to obtain the necessary votes could hinder the company's strategic plans and financial flexibility.

Industry Context

SHF Holdings operates in a sector that often requires significant capital for growth and development. Companies in this space frequently utilize equity financing and strategic transactions to fund operations and expansion. The need to maintain Nasdaq listing standards highlights the competitive pressures and regulatory scrutiny common in publicly traded companies seeking access to capital markets.

Regulatory Implications

The proposals require adherence to SEC regulations for proxy solicitations and Nasdaq listing rules. Specifically, shareholder approval is mandated for significant increases in authorized shares and certain equity issuances to management or related parties, as per Nasdaq Rule 5635(c). Failure to comply could jeopardize the company's public trading status.

What Investors Should Do

1. Review the six proposals carefully, particularly the significant increase in authorized shares and the potential reverse stock split, to understand their impact on dilution and share price.
2. Vote 'FOR' all proposals as recommended by the Board, as they are presented as crucial for the company's financial flexibility and Nasdaq compliance.
3. Consider the potential dilutive effects of converting Series B Preferred Stock and exercising SPA Warrants, which will increase the number of outstanding shares.
4. Assess the company's strategy to maintain Nasdaq compliance, as the reverse stock split is a key measure to address potential delisting.

Key Dates

• 2025-10-14: Record Date — Determines which stockholders are entitled to vote at the Special Meeting.
• 2025-10-24: Anticipated mailing of proxy materials — Marks the official start of the proxy solicitation period for the Special Meeting.
• 2025-11-06: Special Meeting of Stockholders — Date for stockholders to vote on critical proposals including share authorization, stock issuances, and a reverse stock split.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders regarding matters to be voted on at a special meeting. (This document is the proxy statement for SHF Holdings, Inc.'s special meeting.)

Certificate of Incorporation

The foundational legal document of a corporation that outlines its basic structure, purpose, and powers. (Amendments to this document are proposed to increase authorized shares and effect a reverse stock split.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (The conversion of 31,052 shares of this stock into common stock is a key proposal.)

SPA Warrants

Warrants that grant the holder the right to purchase a company's stock at a specified price within a certain timeframe. (The exercise of these warrants for up to 1,999,543 common shares is subject to shareholder approval.)

Reverse Stock Split

A corporate action where a company reduces the total number of outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (A proposal to authorize the board to implement a reverse stock split between 2-for-1 and 12-for-1 is a critical item for Nasdaq compliance.)

Nasdaq Listing Rule 5635(c)

A Nasdaq rule that typically requires shareholder approval for certain equity issuances, including those involving related parties or management. (This rule necessitates shareholder approval for the proposed participation of management and a director in certain offerings.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual or quarterly report. The proposals focus on future strategic actions, including a significant increase in authorized shares (from 130,000,000 to 1,000,000,000) and a potential reverse stock split, indicating a proactive approach to capital management and compliance rather than a review of past performance.

Key Financial Figures

• $0.0001 — Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferre
• $7.7644 — ock”), with a conversion price of $7.7644 and (ii) exercise of warrants with an e

Filing Documents

• formdef14a.htm (DEF 14A) — 398KB
• proxy_001.jpg (GRAPHIC) — 372KB
• proxy_002.jpg (GRAPHIC) — 288KB
• 0001493152-25-019355.txt ( ) — 1308KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 SHF HOLDINGS, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SHF HOLDINGS, INC. 1526 Cole Blvd., Suite 250 Golden, Colorado 80401 NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS To be held on November 6, 2025 Dear Stockholders of SHF Holdings, Inc.: SHF Holdings, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), cordially invites you to attend a special meeting of the Company’s stockholders, which will be held on November 6, 2025 at 10:00 a.m., Mountain Time (the “Special Meeting”). The Special Meeting will be conducted as a virtual meeting of stockholders via live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location. Our board of directors (the “Board”) has fixed the close of business on October 14, 2025 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting and at any adjournment of the Special Meeting. Only stockholders of record at the close of business on the record date may vote at the meeting or at any adjournment thereof. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 1526 Cole Blvd., Suite 250, Golden, Colorado 80401. At the Special Meeting, our stockholders will be asked to consider and vote upon the following proposals, which are more fully described in the accompanying proxy statement (collectively, the “Proposals”): 1. A proposal to authorize the Board, at its discretion, to file an amendment to the Company’s Certificate of Incorporation (as amended and/or restated to date, the “Certificate of Incorporation”) to increase the number of authorized shares of our common stock from 130,000,000 to 1,000,000,000 (the “Authorized Shares Amendment Proposal”); 2. A proposal to approve the issuance of shares of our common stock issuable upon the (i) conversion of 31,052 shares of our Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), with a conversion price of $7.7644 and (ii) exercise of warrants with an exercise price of $7.7644 (the “SPA Warrants”) to acquire up to 1,999,543 shares of our common stock (the “SPA Issuance Proposal”); 3. A proposal to approve the issuance of certain shares of our common stock to CREO Investments LLC (“CREO”) pursuant to that certain Common Stock Purchase Agreement (the “Purchase Agreement”), dated as of September 17, 2025, by and between us and CREO (the “Common Stock Issuance Proposal”); 4. A proposal to approve, pursuant to Nasdaq Listing Rule 5635(c) (“Rule 5635(c)”), the participation by the Company’s management and a director in certain offerings of our common stock (the “Management Participation Proposal”); 5. A proposal to grant our Board the authority to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the outstanding shares of our common stock within the range of 2-for-1 to 12-for-1, with the exact ratio to be determined by our Board (the “Reverse Stock Split Proposal”); and 6. A proposal to adjourn the Special Meeting time to time, if necessary or appropriate, including to solicit additional votes in favor of one or more Proposal if there are not sufficient votes at the time of the Special Meeting to adopt such Proposal or to establish a quorum (the “Adjournment Proposal”). It is anticipated that on or about October 24, 2025 we will commence mailing to our stockholders (other than those who previously requested electronic delivery) the proxy materials, which include this Notice of the Special Meeting, the proxy statement, and a proxy card. To participate in the Special Meeting via the Internet, please visit www.virtualshareholdermeeting.com/SFHS2025SM . Registration to attend the Special Meeting virtually will open 1

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