SHF控股公司 - 2025年季度报告

FORM10-Q Commission File Number001-40524 SHF Holdings, Inc. (Exact name of registrant as specified in Its charter) Securities registered pursuant to Section 12(b) of the Act: 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), Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date 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 the 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,” “smaller 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 19, 2025, there were2,784,458shares of the Company’s Class A Common Stock, par value $0.0001per share, outstanding. SHF HOLDINGS, INC. TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION:F-1Item 1.Financial Statements (unaudited):F-1Condensed Consolidated Balance Sheets as at March 31, 2025 and December 31, 2024F-1Condensed Consolidated Statements of Operations for the three months ended March 31, 2025, and March 31,2024F-2Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2025, andMarch 31, 2024F-3Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and March 31,2024F-4Notes to Condensed Consolidated Financial StatementsF-5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations3Item 3A.Quantitative and Qualitative Disclosures About Market Risk13Item 4A.Controls and Procedures13PART II - OTHER INFORMATION:16Item 1.Legal Proceedings16Item 1A.Risk Factors16Item 2.Unregistered Sales of Equity Securities and Use of Proceeds16Item 3.Defaults Upon Senior Securities16Item 4.Mine Safety Disclosures16Item 5.Other Information16Item 6.Exhibits171 Table of Contents OTHER INFORMATION Unless the context otherwise indicates, when used in this Quarterly Report on Form 10-Q, the terms “SHF Holdings,” “Safe Harbor,”“we,” “us,” “our,” the “Company” and similar terms refer to the Company, a Delaware corporation and its wholly-owned subsidiaries, CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Various of the statements made in this Quarterly Report on Form 10-Q (the “Form 10-Q”), including information incorporated hereinby reference to other documents, are “forward-looking statements” within the meaning of, and subject to the protections of Section Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations,assumptions, estimates, intentions and future performance and condition, and involve known and unknown risks, uncertainties andother factors, which may be beyond our control, and which may cause the actual results, performance, achievements, or financialcondition of the Company to be materially different from future results, performance, achievements, or financial condition expressedor implied by such forward-looking statements. You should not expect us to update any forward-looking statements. These forward- All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify theseforward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “seek,” “should,” “indicate,”“would,” “believe,” “contemplate,” “consider,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” ●Our profitability is subject to interest rate risk;●Volatility and uncertainty in the financial markets and banking industry may adversely impact our clients and our ability toobtain additional financial institution clients;●Liquidity risks could affect our operations and jeopardize our financial condition and certain funding sources could increaseour interest rate expense including our ability to operate as a going concern and also remaining in compliance with debtcovenants;●The industry in which our clients operate is considered federally illegal, which may pose risk if actions were taken againstthose customers or our Company;●Our strategic plan and growth strategy may not be achieved as quickly or as fully as we seek;●Our success depends o