SHFS / SHF Holdings, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (AS MAY BE AMENDED FROM TIME TO TIME, THE “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT

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): August 27, 2025 SHF Holdings, Inc

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): August 27, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF Holdings, Inc. (Ex

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): August 13, 2025 SHF Holdings, Inc

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): August 13, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): July 8, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File Nu

SHF Holdings, Inc. Amendment to Amended and Restated - 2022 Equity Incentive Plan

Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED – 2022 EQUITY INCENTIVE PLAN WHEREAS, SHF Holdings, Inc. (the “Company”) established the Amend and Restated - 2022 Equity Incentive Plan (as amended, the “2022 Plan”) to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service provid

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): May 21, 2025 SHF Holdings, Inc. (

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): May 21, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File Nu

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use o

Waiver, dated as of May 21, 2025, by and between SHF Holdings, Inc. and Partner Colorado Credit Union.

Exhibit 10.1 WAIVER This Waiver (the “Waiver”), dated as of May 21, 2025 (the “Effective Date”), is made by and between SHF Holdings, Inc. (“SHF”) and Partner Colorado Credit Union (“PCCU” and, together with SHF, the “Parties,” and each, a “Party”). WHEREAS, SHF filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on September 28,

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF Holdings, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

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): May 2, 2025 SHF Holdings, Inc. (E

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): May 2, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File Num

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): April 28, 2025 SHF Holdings, Inc.

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): April 28, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF Holdings, Inc. (Exac

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): April 14, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

April 18, 2025 letter from Marcum LLP

Exhibit 16.1

[Insider Trading Policies and Procedures]

Exhibit 19

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of SHF Holdings, Inc. Name of Subsidiary Jurisdiction of Organization SHF, LLC d/b/a Safe Harbor Financial Colorado SHFxAbaca, LLC., d/b/a Abaca Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF Holdings, Inc. (Exact

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure

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): April 1, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File N

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 31, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

Safe Harbor Financial Reports Fourth Quarter and Year-End 2024 Results — Adjusted EBITDA(1) is positive for each of the last 3 years; Adjusted Working Capital(2) is approximately positive $2 million — Loan Interest Income increased 82% and 123% year-

Exhibit 99.1 Safe Harbor Financial Reports Fourth Quarter and Year-End 2024 Results — Adjusted EBITDA(1) is positive for each of the last 3 years; Adjusted Working Capital(2) is approximately positive $2 million — Loan Interest Income increased 82% and 123% year-over-year for the three months and full-year ended December 31, 2024, respectively — Revenue for the Q4 2024 increased 5% compared to the

FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SEC FILE NUMBER SECURITIES AND EXCHANGE COMMISSION 001-40524 Washington, D.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): March 20, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 13, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed March 20, 2025.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHF HOLDINGS, INC. SHF Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Se

SHF Holdings, Inc. Special Meeting

Exhibit 99.1 SHF Holdings, Inc. Special Meeting Sophia: Before we start, please note that remarks made today include forward-looking statements, including statements with respect to the company’s outlook and the company’s expectations regarding its market opportunities and other financial operational matters. Each forward-looking statement discussed during this presentation are subject to risks an

Submission of Matters to a Vote of Security Holders

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): March 13, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): March 13, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

Investor Presentation dated March 13, 2025

Exhibit 99.1

Newly Appointed Safe Harbor Financial CEO Terry Mendez Issues Letter to Shareholders Highlights Successful Debt Modification Agreement with PCCU and Upcoming Special Shareholder Meeting on Thursday, March 13 at 4:30 p.m. ET

Exhibit 99.1 Newly Appointed Safe Harbor Financial CEO Terry Mendez Issues Letter to Shareholders Highlights Successful Debt Modification Agreement with PCCU and Upcoming Special Shareholder Meeting on Thursday, March 13 at 4:30 p.m. ET GOLDEN, Colo., March 11, 2025 – SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”) (Nasdaq: SHFS), a fintech leader in facilitating f

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 11, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 3, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File N

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 3. 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File N

Amended and Restated Senior Secured Promissory Note dated March 3, 2025

Exhibit 10.1

Safe Harbor Financial Successfully Modifies Debt Obligation with Partner Colorado Credit Union Agreement unlocks over $6 million in Cash Flow and Extends Due Date to October 2030

Exhibit 99.1 Safe Harbor Financial Successfully Modifies Debt Obligation with Partner Colorado Credit Union Agreement unlocks over $6 million in Cash Flow and Extends Due Date to October 2030 GOLDEN, Colo., March 4, 2025 – SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”) (Nasdaq: SHFS), a fintech leader in facilitating financial services and credit facilities to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 State

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 29, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

Safe Harbor Financial Announces Temporary Pause in Principal Payments and Ongoing Discussions to Modify Promissory Note with PCCU PCCU Modifies Credit Facility with Safe Harbor by Pausing Principal Payments for Two Months as New Terms are Considered;

Exhibit 99.2 Safe Harbor Financial Announces Temporary Pause in Principal Payments and Ongoing Discussions to Modify Promissory Note with PCCU PCCU Modifies Credit Facility with Safe Harbor by Pausing Principal Payments for Two Months as New Terms are Considered; Safe Harbor Intends to Commence Making Growth Investments Immediately GOLDEN, Colo., Feb. 3, 2025 – SHF Holdings, Inc., d/b/a Safe Harbo

Letter Agreement dated January 29, 2025 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed on February 3, 2025).

Exhibit 99.1

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 28, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

Safe Harbor Financial Commences CEO Succession and Strategic Planning Initiative Sundie Seefried to Immediately Become Co-CEO and Retire in 30 Days; Will Remain on Board of Directors Post-Transition Business Transformation Expert, Terry Mendez, Appoi

Exhibit 99.1 Safe Harbor Financial Commences CEO Succession and Strategic Planning Initiative Sundie Seefried to Immediately Become Co-CEO and Retire in 30 Days; Will Remain on Board of Directors Post-Transition Business Transformation Expert, Terry Mendez, Appointed Co-CEO; Will Become CEO Upon Retirement of Seefried GOLDEN, Colo. (January 29, 2025) – SHF Holdings, Inc., d/b/a Safe Harbor Financi

Executive Employment Agreement, dated January 21, 2025, between the Company and Terrance Mendez (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 27, 2025).

Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 21, 2025 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

Entry into a Material Definitive Agreement, Other Events

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): December 31, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fi

Amended and Restated Commercial Alliance Agreement, dated December 30, 2024, between the Company and Partner Colorado Credit Union (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on January 7, 2025).

Exhibit 10.1

Investor Presentation, dated December 2024

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 23, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 90-2409612 (Commission Fi

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 13, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 12, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fi

Safe Harbor Financial Reports Financial Results for Third Quarter and Nine Months Ended September 30, 2024 —Net Income increased to $0.4 million in the third quarter of 2024 —Loan Interest Income increased 48% and 143.5% year-over-year for three and

Exhibit 99.1 Safe Harbor Financial Reports Financial Results for Third Quarter and Nine Months Ended September 30, 2024 —Net Income increased to $0.4 million in the third quarter of 2024 —Loan Interest Income increased 48% and 143.5% year-over-year for three and nine months ended September 30, 2024, respectively —Operating Expenses decreased 13% versus Q3 2023 and by 66.4% for the nine-month perio

Safe Harbor Financial to Report Third Quarter 2024 Financial Results on Tuesday, November 12, 2024 Company to host conference call after the market closes at 4:30p.m. ET on Tuesday, November 12th

Exhibit 99.1 Safe Harbor Financial to Report Third Quarter 2024 Financial Results on Tuesday, November 12, 2024 Company to host conference call after the market closes at 4:30p.m. ET on Tuesday, November 12th GOLDEN, Colo., October 30, 2024 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the reg

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): October 30, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

Other Events, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 14, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 90-2409612 (Commission Fil

* * * * * *

Safe Harbor Financial 1526 Cole Blvd, #250 Golden, CO 80401 October 9, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D.C. 20549 Attention: John Spitz and Ben Phippen Re: SHF Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 File No. 001-40524 Dear Messrs. Spitz and Phippen: SHF Holdings, Inc. (the “Com

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 3, 2024 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

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 1, 2024 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

Safe Harbor Financial to Participate in the Benzinga Cannabis Capital Conference on October 8 and 9, 2024

Exhibit 99.1 Safe Harbor Financial to Participate in the Benzinga Cannabis Capital Conference on October 8 and 9, 2024 GOLDEN, Colo., October 1, 2024 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, announced today that its management team will pa

Investor Presentation, dated September 2024

Exhibit 99.1

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): September 27, 2024 SHF Holdings,

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): September 27, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 90-2409612 (Commission F

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 (August 29, 2024) SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati

Safe Harbor Financial Secures Key Executive Team with Strategic Contract Extensions

Exhibit 99-1 Safe Harbor Financial Secures Key Executive Team with Strategic Contract Extensions GOLDEN, Colo.

Amendment to Employment Agreement dated August 1, 2024, between the Company and Sundie Seefried

Exhibit 10.2 Amendment to Employment Agreement This is an amendment (“Amendment”) to the Executive Employment Agreement entered into as of February 11, 2022 (“Employment Agreement”) by and between SHF, LLC doing business as Safe Harbor Financial (“SHF”) as a wholly owned subsidiary of SHF Holdings, Inc., a Delaware corporation (the “Company”), and Sundie Seefried (the “Executive”). W I T N E S S E

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 29, 2024 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

Employment Agreement effective September 28, 2022, between the Company and Sundie Seefried

Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 21, 2024 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

Employment Agreement dated November 15, 2022, and executed between the Company and Dan Roda

Exhibit 10.1

Amendment to Employment Agreement dated August 1, 2024, between the Company and Tyler Beuerlein

Exhibit 10.3

Amendment to Employment Agreement dated August 1, 2024, between the Company and Dan Roda

Exhibit 10.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, Inc. (Exac

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 14, 2024 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

Safe Harbor Financial Reports Financial Results for Second Quarter and Six Months Ended June 30, 2024 —Net Income increased to $0.9 million in the second quarter of 2024 —Loan Interest Income increased 203.6% year-over-year —Excluding impairment expe

Exhibit 99.1 Safe Harbor Financial Reports Financial Results for Second Quarter and Six Months Ended June 30, 2024 —Net Income increased to $0.9 million in the second quarter of 2024 —Loan Interest Income increased 203.6% year-over-year —Excluding impairment expense in 2023, Operating Expenses decreased 34.5% versus 2023 —Cash and cash equivalents increased 25% to $6.1 million GOLDEN, Colo., Augus

Investor Presentation, dated June 2024

Exhibit 99.1

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): June 11, 2024 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 N

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 29, 2024 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 Nu

Investor Presentation, dated May 2024

Exhibit 99.1

First Amendment to Second Amendment to Agreement and Plan of Merger Warrant Agreement and Lock-up Agreement (incorporated by reference to Exhibit 2.8 of the Company’s Quarterly Report on Form 10-Q, filed on May 13, 2024).

Exhibit 2.8 FIRST AMENDMENT TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER WARRANT AGREEMENT AND LOCK-UP AGREEMENT This FIRST AMENDMENT TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, WARRANT AGREEMENT, AND LOCK-UP AGREEMENT (this “Amendment”) is dated effective as of February 27, 2024, and is made and entered into by and among SHF Holdings, Inc., a Delaware corporation (“Parent”), SHF M

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 13, 2024 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 Nu

Safe Harbor Financial Announces First Quarter 2024 Results —Net Income increased 245% year-over-year to approximately $2.0 million in the first quarter of 2024 —Adjusted EBITDA increased 165.3% to approximately $1.1 million(1) —Operating Expenses dec

Exhibit 99.1 Safe Harbor Financial Announces First Quarter 2024 Results —Net Income increased 245% year-over-year to approximately $2.0 million in the first quarter of 2024 —Adjusted EBITDA increased 165.3% to approximately $1.1 million(1) —Operating Expenses decreased 35.8% versus the same period in 2023 GOLDEN, Colo., May 13, 2024 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, Inc. (Exa

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchan

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use o

Safe Harbor Financial Announces Appointment of CEO, Sundie Seefried to Board of Directors Board Member, John Darwin, to step down to pursue other opportunities

Exhibit 99.1 Safe Harbor Financial Announces Appointment of CEO, Sundie Seefried to Board of Directors Board Member, John Darwin, to step down to pursue other opportunities GOLDEN, Colo., April 15, 2024 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis indus

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 9, 2024 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 N

Amendment to Employment Agreement dated April 2, 2024 between the Company and James Dennedy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2024).

Exhibit 10.1

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 2, 2024 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 N

Amendment to Employment Agreement dated April 2, 2024 between the Company and Donald Emmi (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 8, 2024).

Exhibit 10.2

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 2, 2024 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 N

Investor Presentation, dated April 2, 2024

Exhibit 99.1

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 1 of the Company’s Annual Report on Form 10-K, filed on April 1, 2024).

Exhibit 1

By Laws

Exhibit 7

Description of Registered Securities

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of SHF Holdings, Inc. does not purport to be complete and is qualified in its entirety by reference to our second amended and restated certificate of incorporation, as amended, and bylaws, each of which are incorporated

Clawback policy

Exhibit 97 SHF Holdings, Inc. Clawback Policy 1. Purpose and Scope. The Board of Directors (the “Board”) of SHF Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefor

Form SHF Holdings, Inc. Stock Option Agreement

Exhibit 4 SHF Holdings, Inc. AMENDED AND RESTATED - 2022 EQUITY INCENTIVE PLAN OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is made and effective as of January 31, 2023 (the “Grant Date”), by and between SHF Holdings, Inc. (the “Company”), and (“Optionee”). W I T N E S S E T H: WHEREAS, the Company desires to increase the incentive of Optionee whose contributions are important to the

Safe Harbor Financial Announces Fourth Quarter and Year-End 2023 Results —Record annual revenue increased 85.3% year-over-year to $17.6 million in 2023 —Loan Book Value increased 194.2% to $55.6 million in 2023, up from $18.9 million year-over-year —

Exhibit 99.1 Safe Harbor Financial Announces Fourth Quarter and Year-End 2023 Results —Record annual revenue increased 85.3% year-over-year to $17.6 million in 2023 —Loan Book Value increased 194.2% to $55.6 million in 2023, up from $18.9 million year-over-year —Has facilitated more than $21.5 billion in deposit activity across 41 states since inception GOLDEN, Colo., April 1, 2024 — SHF Holdings,

Amended and Restated - 2022 Equity Incentive Plan

Exhibit 3

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 1, 2024 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF Holdings, Inc. (Exact

Investor Presentation, dated March 13, 2024

Exhibit 99.1

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): March 14, 2024 SHF Holdings, Inc.

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): March 14, 2024 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

First Amendment to Second Amendment to Agreement and Plan of Merger, Warrant Agreement, and Lock-up Agreement dated February 27, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on March 4, 2024).

Exhibit 2.1 FIRST AMENDMENT TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER WARRANT AGREEMENT AND LOCK-UP AGREEMENT This FIRST AMENDMENT TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, WARRANT AGREEMENT, AND LOCK-UP AGREEMENT (this “Amendment”) is dated effective as of February 27, 2024, and is made and entered into by and among SHF Holdings, Inc., a Delaware corporation (“Parent”), SHF M

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, 2024 SHF Holdings, I

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, 2024 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 90-2409612 (Commission Fi

SHF / Silver Hill Trust 2018-SBC1 / Ionic Ventures, LLC - SC 13G/A Passive Investment

SC 13G/A 1 g084051sch13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 824430102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the a

SHF / Silver Hill Trust 2018-SBC1 / Vellar Opportunities Fund Master, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

SHF / Silver Hill Trust 2018-SBC1 / M3 PARTNERS LP Passive Investment

SC 13G/A 1 fp0087178-19sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) Shf holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 824430102 (CUSIP Number) December 31, 20

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): January 5, 2024 SHF Holdings, Inc

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): January 5, 2024 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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SHF Holdings, Inc.

SHF Holdings, Inc. Amended and Restated 2022 Equity Incentive Plan

Exhibit 99.1 SHF Holdings, Inc. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN 1. ESTABLISHMENT, EFFECTIVE DATE AND TERM SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (“Safe Harbor”) has previously established the Northern Lights Acquisition Corp. 2022 Equity Incentive Plan (the “Plan”), effective June 28, 2022. Safe Harbor hereby amends and restates “Plan”)

As filed with the Securities and Exchange Commission on December 29, 2023

As filed with the Securities and Exchange Commission on December 29, 2023 Registration No.

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): December 13, 2023 SHF Holdings, I

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): December 13, 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 Fi

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): November 14, 2023 SHF Holdings, I

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): November 14, 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 Fi

Safe Harbor Financial to Report Fiscal Third Quarter 2023 Financial Results on November 14, 2023 Company to host conference call after the market closes at 4:30 p.m. ET on November 14th

Exhibit 99.1 Safe Harbor Financial to Report Fiscal Third Quarter 2023 Financial Results on November 14, 2023 Company to host conference call after the market closes at 4:30 p.m. ET on November 14th GOLDEN, Colo., November 7, 2023 - SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, In

Safe Harbor Financial Announces Third Quarter and Nine Month 2023 Results Revenue of $4.3 million for the third quarter; Nine-month revenue of $13.1 million Third consecutive quarter of more than $1.0 billion in processed deposits; Loan book value fo

Exhibit 99.2 Safe Harbor Financial Announces Third Quarter and Nine Month 2023 Results Revenue of $4.3 million for the third quarter; Nine-month revenue of $13.1 million Third consecutive quarter of more than $1.0 billion in processed deposits; Loan book value for the quarter increased 123% year-over-year to a record $42.2 million GOLDEN, Colo., November 14, 2023 - SHF Holdings, Inc., d/b/a/ Safe

Warrant Agreement, dated October 26, 2023, by and among the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed on October 27, 2023).

Exhibit 2.2 Execution Version WARRANT AGREEMENT between SHF HOLDINGS, INC. and Stockholders’ Representative THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2023 (the “Effective Date”), is by and between SHF Holdings, Inc., a Delaware corporation (the “Company”), and Dan Roda, solely in such individual’s capacity as the representative of the Company Securityholders (the “Stockhol

Safe Harbor Financial Restructures Certain Deferred Consideration Obligations in Connection With 2022 Acquisition of Abaca Agreement Reduces Dilution, Provides Long Term Benefits to Company and Shareholders

Exhibit 99.1 Safe Harbor Financial Restructures Certain Deferred Consideration Obligations in Connection With 2022 Acquisition of Abaca Agreement Reduces Dilution, Provides Long Term Benefits to Company and Shareholders GOLDEN, Colo., October 27, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): October 26, 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 Fil

Second Amendment to Agreement and Plan of Merger, dated October 26, 2023, by and among SHF Holdings, Inc., Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc. d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of the Abaca security holders (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on October 27, 2023).

Exhibit 2.1 Execution Version SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) dated as of October 26, 2023 (the “Effective Date”), is made and entered into by and among SHF Holdings, Inc., a Delaware corporation (“Parent”), SHF Merger Sub I Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 13, 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 F

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): August 28, 2023 SHF Holdings, Inc

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): August 28, 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

Investor Presentation, dated August 27, 2023

Exhibit 99.1

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): April 16, 2023 SHF Holdings, Inc.

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): April 16, 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

Executive Employment Agreement, dated August 16, 2023, by and between the Company and Tyler Beuerlein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on August 22, 2023).

Exhibit 10.1

Safe Harbor Financial to Report Fiscal Second Quarter 2023 Financial Results on August 14, 2023 Company to host conference call after the market closes at 4:30 p.m. ET on August 14th

Exhibit 99.1 Safe Harbor Financial to Report Fiscal Second Quarter 2023 Financial Results on August 14, 2023 Company to host conference call after the market closes at 4:30 p.m. ET on August 14th GOLDEN, Colo., August 8, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS) , a leader in facilitating financial services and credit facilities to the

Safe Harbor Financial Announces Second Quarter 2023 Results Revenue of $4.6 million Second consecutive quarter of more than $1.1 billion in processed deposits; monthly average Balances on Deposit increased 60% versus the same period last year Closed

Exhibit 99.2 Safe Harbor Financial Announces Second Quarter 2023 Results Revenue of $4.6 million Second consecutive quarter of more than $1.1 billion in processed deposits; monthly average Balances on Deposit increased 60% versus the same period last year Closed over $15 million in cannabis commercial real estate loans during the quarter GOLDEN, Colo., August 14, 2023 — SHF Holdings, Inc., d/b/a/

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, Inc. (E

SHF / Silver Hill Trust 2018-SBC1 / Partner Colorado Credit Union Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 824430102 (CUSIP Number) Doug Fagan | President / CEO Partner Colorado Credit Union 6221 Sheridan Blvd, Arvada, CO 80003 (303) 422-6221 Name, Address and Te

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): July 21, 2023 SHF Holdings, Inc.

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): July 21, 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 N

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of SHF Holdings, Inc.

SHF / Silver Hill Trust 2018-SBC1 / M3 PARTNERS LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Shf holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 824430102 (CUSIP Number) May 17, 2023 (Date of Event Which Requires Filing of This Statement

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): May 18, 2023 SHF Holdings, Inc. (

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): May 18, 2023 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission File Nu

Senior Secured Promissory Note, dated March 29, 2023, by and between the Company and Partner Colorado Credit Union (incorporated by reference to Exhibit 4 of the Company’s Quarterly Report on Form 10-Q, filed May 15, 2023)

Exhibit 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, Inc. (Exa

Security Agreement, dated March 29, 2023, by and between the Company and Partner Colorado Credit Union (incorporated by reference to Exhibit 3 of the Company’s Quarterly Report on Form 10-Q, filed May 15, 2023).

Exhibit 3

Commercial Alliance Agreement, dated March 29, 2023, between the Company and Partner Colorado Credit Unit (incorporated by reference to Exhibit 1 of the Company’s Quarterly Report on Form 10-Q, filed on May 15, 2023).

Exhibit 1

Registration Rights Agreement, dated March 29, 2023, by and between the Company and Partner Colorado Credit Union (incorporated by reference to Exhibit 2 of the Company’s Quarterly Report on Form 10-Q, filed May 15, 2023).

Exhibit 2

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 15, 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 Nu

Safe Harbor Financial Announces First Quarter 2023 Financial Results - Processed a record $1.1 billion in deposits; monthly average balances on deposit increased 55% versus the same prior year period - - Increased deposit capacity by up to $1 billion

Exhibit 99.1 Safe Harbor Financial Announces First Quarter 2023 Financial Results - Processed a record $1.1 billion in deposits; monthly average balances on deposit increased 55% versus the same prior year period - - Increased deposit capacity by up to $1 billion through recent Five Star Bank partnership - - Significantly strengthened balance sheet, reduced total debt obligations by more than 60%

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use o

Safe Harbor Financial Welcomes Douglas Fagan to Board of Directors

Exhibit 99.1 Safe Harbor Financial Welcomes Douglas Fagan to Board of Directors GOLDEN, Colo., April 20, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, today announced that it has appointed Douglas Fagan, President and CEO of Partner Colora

Investor Presentation, dated April 20, 2023.

Exhibit 99.2

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): April 14, 2023 SHF Holdings, Inc.

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): April 14, 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

Description of Registered Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of SHF Holdings, Inc. does not purport to be complete and is qualified in its entirety by reference to our second amended and restated certificate of incorporation, as amended, and bylaws, each of which are incorporated

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of SHF Holdings, Inc. Name of Subsidiary Jurisdiction of Organization SHF, LLC d/b/a Safe Harbor Financial Colorado Rockview Digital Solutions, Inc., d/b/a Abaca Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40524 SHF Holdings, Inc. (Exact

Executive Employment Agreement, dated January 10, 2023, by and between the Company and James H. Dennedy (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K, filed on April 14, 2023).

Exhibit 10.13

Executive Employment Agreement, dated January 10, 2023, by and between the Company and Donnie Emmi (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K, filed on April 14, 2023).

Exhibit 10.12

SHF / Silver Hill Trust 2018-SBC1 / Partner Colorado Credit Union Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 824430102 (CUSIP Number) Doug Fagan | President / CEO Partner Colorado Credit Union 6221 Sheridan Blvd, Arvada, CO 80003 (303) 422-6221 Name, Address and Te

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): April 1, 2023 SHF Holdings, Inc.

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): April 1, 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR Commission File Number: 001-40524 For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

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): March 30, 2023 SHF Holdings, Inc.

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): March 30, 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

Safe Harbor Financial Announces Preliminary Fourth Quarter and Full Year 2022 Financial Results - Full year revenue increased 34% to $9.4 million, number of active accounts increased 82% to 1040 compared to 2021 - - Recent agreement to resolve $64.7

Exhibit 99.1 Safe Harbor Financial Announces Preliminary Fourth Quarter and Full Year 2022 Financial Results - Full year revenue increased 34% to $9.4 million, number of active accounts increased 82% to 1040 compared to 2021 - - Recent agreement to resolve $64.7 million in payment obligations significantly strengthens balance sheet, strongly positions the Company for further growth in 2023 - GOLDE

Safe Harbor Financial Enters into Agreement to Resolve $64.7 Million in Payment Obligations - Significantly strengthens balances sheet and net worth with a serviceable amount of debt -

Exhibit 99.1 Safe Harbor Financial Enters into Agreement to Resolve $64.7 Million in Payment Obligations - Significantly strengthens balances sheet and net worth with a serviceable amount of debt - GOLDEN, Colo., March 30, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating banking, payments, and financial services to th

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): March 29, 2023 SHF Holdings, Inc.

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): March 29, 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

Safe Harbor Financial to Hold Fourth Quarter and Full Year 2022 Earnings Conference Call on Thursday, March 30, 2023

Exhibit 99.1 Safe Harbor Financial to Hold Fourth Quarter and Full Year 2022 Earnings Conference Call on Thursday, March 30, 2023 GOLDEN, Colo., Mar. 28, 2023 - SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating banking, payments, and financial services to the regulated cannabis industry, today announced that Chief Executive O

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): March 28, 2023 SHF Holdings, Inc.

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): March 28, 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

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): March 16, 2023 SHF Holdings, Inc.

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): March 16, 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

PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 9, 2022) SHF HOLDINGS, INC. Primary Offering of Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Secondary Offering of Up to 16,360,000 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267796 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 9, 2022) SHF HOLDINGS, INC. Primary Offering of Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Secondary Offering of Up to 16,360,000 Shares of Class A Common Stock Underlying Series A Convertible Preferred Up to 1,022,500 Shares of Class A Common Stock

PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 9, 2022) SHF HOLDINGS, INC. Primary Offering of Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Secondary Offering of Up to 16,360,000 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267796 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 9, 2022) SHF HOLDINGS, INC. Primary Offering of Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Secondary Offering of Up to 16,360,000 Shares of Class A Common Stock Underlying Series A Convertible Preferred Up to 1,022,500 Shares of Class A Common Stock

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): March 13, 2023 SHF Holdings, Inc.

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): March 13, 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

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 28, 2023 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 90-24

Investor Presentation, dated February 27, 2023.

Exhibit 99.1

Investor Presentation, dated February 27, 2023.

Exhibit 99.1

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, I

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 Fi

SHF / Silver Hill Trust 2018-SBC1 / Ayrton Capital LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SHF HOLDINGS, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 824430102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

SHF / Silver Hill Trust 2018-SBC1 / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-33sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Share

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

EX-1 2 ex1.htm Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, $0.0001 par value of SHF Holdings, Inc., beneficially owned by them, together with any or all amendments thereto, when and if appropr

SHF / Silver Hill Trust 2018-SBC1 / Vellar Opportunities Fund Master, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

SHF / Silver Hill Trust 2018-SBC1 / Hudson Bay Capital Management LP - SHFS 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 824430102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th

SHF / Silver Hill Trust 2018-SBC1 / Ionic Ventures, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 824430102 (CUSIP Number) February 2, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

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, In

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 Fil

PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 9, 2022) SHF HOLDINGS, INC. Primary Offering of Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Secondary Offering of Up to 16,360,000 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267796 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 9, 2022) SHF HOLDINGS, INC. Primary Offering of Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Secondary Offering of Up to 16,360,000 Shares of Class A Common Stock Underlying Series A Convertible Preferred Up to 1,022,500 Shares of Class A Common Stock

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): January 25, 2023 SHF Holdings, In

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): January 25, 2023 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

SHF / Silver Hill Trust 2018-SBC1 / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SHF HOLDINGS, INC. Passive Investment

SC 13G/A 1 p23-0198sc13ga.htm SHF HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* SHF Holdings, Inc. (formerly known as Northern Lights Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 824430102 (CUSIP Number) December 31, 2022 (Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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

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) December 23, 2022 SHF Holdings, In

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) December 23, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission Fil

December 23, 2022

Exhibit 99.1 December 23, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 To Whom It May Concern: We have read the statements made by SHF Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of SHF Holdings, Inc. dated December 23, 2022. We agree with the statement

SHF Holdings, Inc. Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Up to 16,360,000 Shares of Class A Common Stock Underlying Series A Convertible Preferred Up to 1,022,500 Shares of Class A Common Stock Underlying PIPE Warr

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-267796 SHF Holdings, Inc. Up to 5,750,000 Shares of Class A Common Stock Underlying Public Warrants Up to 16,360,000 Shares of Class A Common Stock Underlying Series A Convertible Preferred Up to 1,022,500 Shares of Class A Common Stock Underlying PIPE Warrants This prospectus relates to the issuance by us of up to an aggregate of 5,

SHF Holdings, Inc. 5269 W. 62nd Avenue, Arvada, Colorado 80003 December 7, 2022

SHF Holdings, Inc. 5269 W. 62nd Avenue, Arvada, Colorado 80003 December 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 4561 Washington, D.C. 20549 Attention: John Stickel Re: Acceleration Request for SHF Holdings, Inc. Registration Statement on Form S-1, as amended (File No. 333-267796) Ladies and Gentlemen: In accordance wit

As filed with the Securities and Exchange Commission on November 22, 2022

As filed with the Securities and Exchange Commission on November 22, 2022 Registration No.

November 22, 2022

CORRESP 1 filename1.htm NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Nina Gordon T: 305.373.9426 [email protected] 2 South Biscayne Blvd. Miami, FL 33131 T: 305.373.9426 F: 305.373.9443 nelsonmullins.com November 22, 2022 VIA ELECTRONIC MAIL ONLY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 CFFin

Voting Agreement, dated as of November 14, 2022, by and between SHF Holdings, Inc. and Luminous Capital USA, Inc.

Exhibit 10.3 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?), dated as of November 14, 2022 (the ?Effective Date?), is made by and among SHF Holdings, Inc., a Delaware corporation (?Parent?) and the Stockholders listed on Schedule 1 attached hereto (each individually, a ?Stockholder? and collectively, the ?Stockholders?). WITNESSETH: WHEREAS, on October 29, 2022 (i) Parent, (ii) SHF Merg

Voting Agreement, dated as of November 14, 2022, by and between SHF Holdings, Inc. and Partner Colorado Credit Union.

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?), dated as of November 14, 2022 (the ?Effective Date?), is made by and among SHF Holdings, Inc., a Delaware corporation (?Parent?) and the Stockholders listed on Schedule 1 attached hereto (each individually, a ?Stockholder? and collectively, the ?Stockholders?). WITNESSETH: WHEREAS, on October 29, 2022 (i) Parent, (ii) SHF Merg

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

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) November 11, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission Fil

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on November 15, 2022).

Exhibit 10.1

Safe Harbor Financial Announces Completion of Abaca Acquisition

Exhibit 99.1 Safe Harbor Financial Announces Completion of Abaca Acquisition ? Safe Harbor adds more than 300 unique accounts to its platform ? Increases operations to more than 40 states and U.S. territories ? Expands lending and technology capabilities and adds three additional financial institution relationships ? Deepens talent pool with experienced professionals, and further positions Safe Ha

Amendment to Agreement and Plan of Merger, dated November 11, 2022, by and among SHF Holdings, Inc., Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc. d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of the Abaca security holders (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on November 16, 2022).

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated as of November 11, 2022, is made and entered into by and among SHF Holdings, Inc., a Delaware corporation (?Parent?), SHF Merger Sub I Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (?Merger Sub I?), SHF Merger Sub II LLC, a Delaware limited li

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) November 8, 2022 SHF Holdings, Inc

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) November 8, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission File

SHF Holdings, Inc. Amended and Restated 2022 Equity Incentive Plan.

Exhibit 10.4 SHF Holdings, Inc. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN 1. ESTABLISHMENT, EFFECTIVE DATE AND TERM SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (“Safe Harbor”) has previously established the Northern Lights Acquisition Corp. 2022 Equity Incentive Plan (the “Plan”), effective June 28, 2022. Safe Harbor hereby amends and restates “Plan”)

Investor Presentation, dated November 14, 2022.

Exhibit 99.2

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) November 14, 2022 SHF Holdings, In

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) November 14, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission Fil

Safe Harbor Financial Reports Third Quarter 2022 Financial Results — Revenue increased 38.6% to $2.38 Million in Third Quarter on a YoY Basis— — Loan Originations increased 424% For The First Nine Months to $18.9 Million, Compared to the full Year 20

Safe Harbor Financial Reports Third Quarter 2022 Financial Results — Revenue increased 38.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40524 SHF Holdings, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 29, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporati

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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) November 2, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission File

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) October 31, 2022 SHF Holdings, Inc

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) October 31, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission File

Safe Harbor Financial and Partner Colorado Credit Union Agree to Deferral of Scheduled Cash Payments Updated Payment Schedule to Provide Safe Harbor with Increased Flexibility to Execute Near-Term Growth Strategy

Exhibit 99.2 Safe Harbor Financial and Partner Colorado Credit Union Agree to Deferral of Scheduled Cash Payments Updated Payment Schedule to Provide Safe Harbor with Increased Flexibility to Execute Near-Term Growth Strategy Arvada, CO, October 27, 2022 ? SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (?Safe Harbor? or the ?Company?) (NASDAQ: SHFS), a leader in facilitating financial services t

Regulation FD Disclosure, Entry into a Material Definitive Agreement

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) October 26, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission File

Forbearance Agreement, dated as of October 27, 2022 by and between SHF Holdings, Inc., Partner Colorado Credit Union and Luminous Capital USA Inc. (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed on November 1, 2022).

Exhibit 99.1

Agreement and Plan of Merger, dated October 31, 2022, by and among SHF Holdings, Inc., Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc. d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of Abaca security holders (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on October 31, 2022).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of October 29, 2022 Among SHF HOLDINGS, INC., SHF MERGER SUB I INC., SHF MERGER SUB II LLC, ROCKVIEW DIGITAL SOLUTIONS, INC. d/b/a ABACA, and THE COMPANY STOCKHOLDERS? REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I THE MERGERS 6 Section 1.01 The Mergers 6 Section 1.02 Closing 7 Section 1.03 Effective Time 7 Section 1.04 Effects of the Mergers 8 Se

Regulation FD Disclosure, Entry into a Material Definitive Agreement

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) October 31, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40524 90-2409612 (State or other jurisdiction of incorporation) (Commission File

Safe Harbor Financial Announces Definitive Agreement to Acquire Abaca

Exhibit 99.1 Safe Harbor Financial Announces Definitive Agreement to Acquire Abaca ? Acquisition adds over 300 accounts and expanded financial institution relationships ? Upon closing, will increase Safe Harbor operations to more than 30 states ? Further bolsters Company?s position as the leading consolidation platform for additional cannabis financial services ARVADA, Colo., Oct. 31, 2022 ? SHF H

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): October 20, 2022 SHF Holdings, In

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): October 20, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

Safe Harbor Financial Appoints James Dennedy as Chief Financial Officer Finance and Investment Professional with More Than 25 Years of Public and Private Company Experience To Usher in the Next Stage of Growth for the Leader in Facilitating Cannabis

Exhibit 99.1 Safe Harbor Financial Appoints James Dennedy as Chief Financial Officer Finance and Investment Professional with More Than 25 Years of Public and Private Company Experience To Usher in the Next Stage of Growth for the Leader in Facilitating Cannabis Banking and Financial Services Arvada, CO, October 21, 2022 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Com

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): October 12, 2022 SHF Holdings, In

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): October 12, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission Fil

SHFS / SHF Holdings Inc - Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 824430102 (CUSIP Number) October 13, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

SHFS / SHF Holdings Inc - Class A / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 824430102 (CUSIP Number) September 29, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

SHFS / SHF Holdings Inc - Class A / Partner Colorado Credit Union Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SHF Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 824430102 (CUSIP Number) Doug Fagan | President / CEO Partner Colorado Credit Union 6221 Sheridan Blvd, Arvada, CO 80003 (303) 422-6221 Name, Address and Te

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SHF Holdings, Inc.

As filed with the Securities and Exchange Commission on October 7, 2022

As filed with the Securities and Exchange Commission on October 7, 2022 Registration No.

Shares SHF Stockholders 11,386,139 Public Stockholders 3,926,598 PIPE Investors (1) - Founder Shares 3,403,175 Total Shares 18,715,912

Exhibit 99.2 Introduction The following unaudited pro forma condensed combined financial information presents the combination of the financial information of NLIT and SHF, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amende

EAGLE LEGACY SERVICES, PLLC D/B/A SAFE HARBOR SERVICES, SHF LLC AND BRANCHES 52 AND 53 CARVED OUT OF PARTNER COLORADO CREDIT UNION TABLE OF CONTENTS

Exhibit 99.1 EAGLE LEGACY SERVICES, PLLC D/B/A SAFE HARBOR SERVICES, SHF LLC AND BRANCHES 52 AND 53 CARVED OUT OF PARTNER COLORADO CREDIT UNION TABLE OF CONTENTS Combined Financial Statements: ? Combined Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021 1 Combined Statements of Net Income and Comprehensive Income for the three and six months ended June 30, 2022 and June 30, 2021 (U

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Control of Registrant

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): September 28, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission F

Lock-Up Agreement dated September 28, 2022 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on October 4, 2022).

Exhibit 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) has been executed and is effective as of the Closing Date (as defined in the Purchase Agreement, as defined below) by and between (i) SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (including any successor entity thereto, the ?Purchaser?), and (ii) Partner Colorado Credit Union, a Colorad

SHF’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 SHF?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this section to ?we,? ?us,? or ?our? refer to SHF. References to ?management? refer to our officers and board of managers. The following discussion and analysis of our financial performance and results of operations should be read in conjunction with our condensed consolidated fin

SHF Holdings, Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on October 4, 2022).

Exhibit 10.4 SHF HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the SHF Holdings, Inc. 2022 Equity Incentive Plan (the ?Plan?) is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultant

Registration Rights Agreement dated September 28, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on October 4, 2022).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of September 28, 2022, by and among SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (the ?Company?), SHF Holding Co., LLC, a Colorado limited liability company (?SHF Holding?), and Partner Colorado Credit Union, a Colorado corporation (?PCCU?). WH

Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022).

EX-21.1 6 ex21-1.htm Exhibit 21.1 Subsidiaries of SHF Holdings, Inc. Name of Subsidiary Jurisdiction of Organization SHF, LLC d/b/a Safe Harbor Financial Colorado

Non-Competition Agreement dated September 28, 2022 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on October 4, 2022).

Exhibit 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) has been executed, and is effective as of the Closing Date, by Partner Colorado Credit Union, a Colorado-chartered credit union (?PCCU?) and the sole member of SHF Holding Co., LLC, a Colorado limited liability company (?Holding?) and the sole member of the Company (de

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2

Form of Amended and Restated Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on September 29, 2022).

Exhibit 10.2 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this ?Agreement?) is dated as of September 27, 2022, between Northern Lights Acquisition Corp., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?P

Certificate of Designation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on September 29, 2022).

Exhibit 3.2 SHF Holdings, Inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, John Darwin and Chris Fameree, do hereby certify that: 1. They are the Co-Chief Executive Officer and Secretary, respectively, of SHF Holdings, Inc., a Delaware corporation (the ?

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on September 29, 2022).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN LIGHTS ACQUISITION CORP. September 28, 2022 Northern Lights Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Northern Lights Acquisition Corp.? The original certificate of incorporatio

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on September 29, 2022).

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 27, 2022, is by and among Northern Lights Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned Purchasers (each, a ?Purchaser,? and collectively, the ?Purchasers?). RECITALS A. The Company, certain of the Purchas

Form of Voting Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on September 29, 2022).

Exhibit 10.4 VOTING AGREEMENT This VOTING AGREEMENT, dated as of September 28, 2022 (this ?Agreement?), is entered into by and between SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (the ?Company?), and (the ?Stockholder?). All capitalized terms not defined herein shall have the meanings given to them in the Purchase Agreement, as defined below. WHEREAS, on Fe

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 27, 2022 SHF Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-2409612 (Commission F

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Third Amendment to Unit Purchase Agreement dated September 28, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 29, 2022).

Exhibit 10.1 THIRD AMENDMENT TO UNIT PURCHASE AGREEMENT This Third Amendment to Unit Purchase Agreement (the ?Third Amendment?) is effective as of September 28, 2022 (the ?Effective Date?), with respect to that Unit Purchase Agreement dated as of February 11, 2022 (the ?Purchase Agreement?) among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the ?Purc

Northern Lights Acquisition Corp. Completes Business Combination Acquires SHF, LLC d/b/a Safe Harbor Financial from Partner Colorado Credit Union Changes Name to SHF Holdings, Inc. SHF Holdings’ Class A Common Stock to Trade on the Nasdaq Capital Mar

Exhibit 99.1 Northern Lights Acquisition Corp. Completes Business Combination Acquires SHF, LLC d/b/a Safe Harbor Financial from Partner Colorado Credit Union Changes Name to SHF Holdings, Inc. SHF Holdings? Class A Common Stock to Trade on the Nasdaq Capital Market under the Symbol SHFS Starting September 29, 2022 New York ? September 29, 2022 ? SHF Holdings, Inc. (the ?Company?) (Nasdaq: SHFS),

Northern Lights Acquisition Corp. Announces Second Amendment of Unit Purchase Agreement Amendment Further Reduces Initial Cash Payment to the Seller and Business Combination is Expected to Close by September 28, 2022 Upon Regulatory Approval

Exhibit 99.1 Northern Lights Acquisition Corp. Announces Second Amendment of Unit Purchase Agreement Amendment Further Reduces Initial Cash Payment to the Seller and Business Combination is Expected to Close by September 28, 2022 Upon Regulatory Approval New York ? September 23, 2022 ? Northern Lights Acquisition Corp. (the ?Company?) (Nasdaq: NLIT), a special purpose acquisition company, announce

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): September 22, 2022 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-240961

Second Amendment to Unit Purchase Agreement dated September 22, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 23, 2022).

Exhibit 10.1 SECOND AMENDMENT TO UNIT PURCHASE AGREEMENT This Second Amendment to Unit Purchase Agreement (the ?Second Amendment?) is entered into as of September 22, 2022, with respect to that Unit Purchase Agreement dated as of February 11, 2022 (the ?Purchase Agreement?) among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the ?Purchaser?), (ii) 5AK

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): September 22, 2022 Northern Light

DEFA14A 1 defa14a.htm 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): September 22, 2022 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

Amended and Restated Loan Servicing Agreement

Exhibit 99.1 EXECUTION VERSION AMENDED AND RESTATED LOAN SERVICING AGREEMENT THIS AMENDED AND RESTATED LOAN SERVICING AGREEMENT (the ?Agreement?) is between SHF, LLC, a Colorado limited liability company (hereinafter referred to as (?CUSO?), and Partner Colorado Credit Union, a Colorado-chartered credit union (hereinafter referred to as ?Credit Union?), dated September 21, 2022 and is effective as

AMENDED AND RESTATED LOAN SERVICING AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 EXECUTION VERSION AMENDED AND RESTATED LOAN SERVICING AGREEMENT THIS AMENDED AND RESTATED LOAN SERVICING AGREEMENT (the “Agreement”) is between SHF, LLC, a Colorado limited liability company (hereinafter referred to as (“CUSO”), and Partner Colorado Credit Union, a Colorado-chartered credit union (hereinafter referred to as “Credit Union”), dated September 21, 202

Financial Statements and Exhibits, Other Events

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): September 21, 2022 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-240961

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): September 21, 2022 Northern Light

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): September 21, 2022 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-240961

Revised SHF’s Management’s Discussion and Analysis of Financial Condition and Results of Operations Section of Proxy Statement

Exhibit 99.6 SHF?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this section to ?we,? ?us,? or ?our? refer to SHF. References to ?management? refer to our officers and board of managers. The following discussion and analysis of our financial performance and results of operations should be read in conjunction with our condensed consolidated fin

Northern Lights Acquisition Corp. Announces Amendment of Unit Purchase Agreement Supplement to Definitive Proxy Statement Amendment Includes Reduced Initial Cash Payment to the Seller and Business Combination is Expected to Close by September 28, 202

EX-99.1 3 ex99-1.htm Exhibit 99.1 Northern Lights Acquisition Corp. Announces Amendment of Unit Purchase Agreement and Supplement to Definitive Proxy Statement Amendment Includes Reduced Initial Cash Payment to the Seller and Business Combination is Expected to Close by September 28, 2022 Upon Regulatory Approval New York – September 19, 2022 – Northern Lights Acquisition Corp. (the “Company”) (Na

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Other Events, Financial Statements and Exhibits

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): September 19, 2022 Northern Lights Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40524 86-240961

RISK FACTORS

Exhibit 99.2 RISK FACTORS You should carefully consider the following risk factors, together with all of the other information included in this proxy statement before deciding whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement. These risks, alone or in combination with other events or circumstances, could have a material adverse effect on (i

BUSINESS OF SAFE HARBOR FINANCIAL

Exhibit 99.5 BUSINESS OF SAFE HARBOR FINANCIAL Unless otherwise indicated or the context otherwise requires, references in this section to ?Safe Harbor,? ?we,? ?us,? ?our? and other similar terms refer to SHF prior to the Business Combination and to the Company and SHF, on a consolidated basis, after giving effect to the Business Combination. The description of Safe Harbor?s operations included he

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EX-99.7 9 ex99-7.htm Exhibit 99.7 SHF’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this section to “we,” “us,” or “our” refer to SHF. References to “management” refer to our officers and board of managers. The following discussion and analysis of our financial performance and results of operations should be read in conjunction with our conde