SHF Holdings Inc-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission File Number001-40524 SHF Holdings, Inc.(Exact Name of Registrant as Specified in Its Charter) Delaware86-2409612(State or other jurisdiction(I.R.S. Employer (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(303)431-3435 Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, $0.0001 par value pershareRedeemable Warrants, each whole warrantexercisable for one share of Class A CommonStock at an exercise price of $230 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the Class A Common Stock held by non-affiliates of the registrant, based on the closing price of a shareof the registrant’s Common Stock on June 30, 2024 as reported by The Nasdaq Capital Market on such date, was approximately$29.71million. As of March 31, 2025, there were2,784,458shares of the Company’s Class A Common Stock outstanding. Note Regarding Reverse Stock Split On March 4, 2025, we filed an amendment to our Second Amended and Restated Certificate of Incorporation with the Secretary ofState of the State of Delaware to effect a reverse split of our issued and outstanding Class A Common Stock at a ratio of one fortwenty. All historical share and per share amounts reflected in this report have been adjusted to reflect the reverse stock split. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement pursuant to Regulation 14A for the registrant’s 2025 Annual Meeting ofShareholders, to be filed within 120 days of the registrant’s fiscal year end, are incorporated by reference into Part III hereof. SHF HOLDINGS, INC.FORM 10-KDecember 31, 2024 TABLE OF CONTENTS PagePART IItem 1.Business4Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments17Item 1C.Cybersecurity17Item 2.Properties18Item 3.Legal Proceedings18Item 4.Mine Safety Disclosures18PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities19Item 6.[Reserved]19Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 7A.Quantitative and Qualitative Disclosures about Market Risk30Item