SHF Holdings Inc-A美股招股说明书(2025-11-07版)

SHF HOLDINGS, INC. 46,153,846 Shares of Class A Common Stock This prospectus relates to the potential offer and sale from time to time by CREO Investments LLC (“CREO” or the “SellingStockholder”) of 46,153,846 shares of Class A common stock, par value $0.0001 (the “Common Stock”), of SHF Holdings, Inc.(“SHF,” the “Company,” “we,” “us,” or “our”) that we elect, in our sole discretion, to issue and sell to CREO from time to time fromand after the Commencement Date (as defined below) pursuant to a Common Stock Purchase Agreement, dated as of September 17,2025, as amended on September 30, 2025, by and between us and CREO (the “Purchase Agreement”), as consideration for itestablishing an equity line of credit (the “CREO Equity Financing”). The actual number of shares of our Common Stock issuable will vary depending on the then-current market price of shares of ourCommon Stock sold to CREO under the Purchase Agreement, but will not exceed the number set forth above unless we file anadditional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and ExchangeCommission (the “SEC”). See “CREO Equity Financing” for a description of the Purchase Agreement and “Selling Stockholder” foradditional information regarding CREO. We are registering the shares on behalf of the Selling Stockholder, to be offered and sold by it from time to time. We are not sellingany securities under this prospectus, and will not receive any proceeds from the sale of Common Stock by the Selling Stockholderpursuant to this prospectus. We may receive up to $150.0 million in aggregate gross proceeds from CREO under the PurchaseAgreement in connection with sales of the shares of our Common Stock pursuant to the Purchase Agreement at varying purchaseprices after the date of this prospectus. In addition, we and CREO may agree to increase CREO’s total purchase commitment under thePurchase Agreement, which could result in us receiving up to $500.0 million in aggregate gross proceeds from CREO under thePurchase Agreement in connection with sales of the shares of our Common Stock pursuant to the Purchase Agreement at varyingpurchase prices after the date of this prospectus. In the event of such an increase, we would issue additional CREO CommitmentShares (as defined below) to CREO. However, the actual proceeds from CREO may be less than this amount depending on the numberof shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. The purchase price per sharethat CREO will pay for shares of Common Stock purchased from us under the Purchase Agreement will fluctuate based on the marketprice of our shares at the time we elect to sell shares to CREO and, further, to the extent that the Company sells shares of CommonStock under the Purchase Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and mayimpact the Company’s stock price. As consideration for CREO’s commitment to purchase shares of Common Stock pursuant to thePurchase Agreement, we agreed to issue to CREO $1.0 million in stated value of a series of a to be designated series of preferred stockwith such terms as mutually agreeable between us and CREO, with each such share having a stated value of $1,000 (the “CREOCommitment Shares”), following the creation of such CREO Commitment Shares. Our Common Stock is listed on The Nasdaq Stock Market (the “Nasdaq”) under the symbol “SHFS.” The last reported sale price ofour Common Stock on the Nasdaq on November 6, 2025 was $2.38 per share. We recommend that you obtain current marketquotations for our Common Stock prior to making an investment decision. The Selling Stockholder may offer all or part of the shares for resale from time to time through public or private transactions, at eitherprevailing market prices or at privately negotiated prices. Our registration of the shares of Common Stock covered by this prospectusdoes not mean that the Selling Stockholder will offer or sell any of the shares. With regard only to the shares the Selling Stockholdersells for its own behalf, the Selling Stockholder may be deemed an “underwriter” within the meaning of the Securities Act. TheCompany has paid all of the registration expenses incurred in connection with the registration of the shares. We will not pay any of theselling commissions, brokerage fees and related expenses. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution” on page 86of this prospectus. We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 11 of this prospectus and contained in any applicable prospectussupplement and in any