SHF Holdings Inc-A美股招股说明书(2025-11-12版)

SHF HOLDINGS, INC. 52,280,646Shares of Class A Common Stock This prospectus relates to the potential offer and sale from time to time by the selling stockholders named in this prospectus (each, a“Selling Stockholder”) of 52,280,646 shares of Class A common stock, par value $0.0001 (the “Common Stock”), of SHF Holdings,Inc. (“SHF,” the “Company,” “we,” “us,” or “our”). The 52,280,646 shares of Common Stock offered under this prospectus consist of (i) 49,993,585 shares of Common Stock issuableupon conversion ofSeries B Convertible Preferred Stock (the “Series B Preferred Stock”) issued and sold to certain investors pursuantto a Securities Purchase Agreement, dated as of September 30, 2025, by and between us and such investors (the “Series B SPA”) at thepotential floor conversion price of $1.5528, (ii) 1,999,544 shares of Common Stock underlying Series B Warrants (as defined below)at the floor exercise price of $1.5528 per warrant share, issued and sold to the investors pursuant to the Series B SPA, (iii) 250,000shares of Common Stock underlying warrants at the exercise price of $40.00 per warrant share, issued and sold to the Abaca Holders(as defined below) (the “Abaca Warrants” and together with the Series B Warrants, the “Warrants”), pursuant to an Agreement andPlan of Merger, dated as of October 31, 2022 (as amended, the “Merger Agreement”), by and between us, SHF Merger Sub I, SHFMerger Sub II, LLC, Rockview Digital Solutions, Inc. d/b/a Abaca (“Abaca”), and Daniel Roda, solely in his capacity as therepresentative of Abaca’s securityholders (the “Abaca Holders”), and (iv) 37,517 shares of Common Stock issued on or about October5, 2025 to the Abaca Holders pursuant to the Merger Agreement. We are registering the shares on behalf of the Selling Stockholders, 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 Stockholderspursuant to this prospectus. Upon any exercise of the Warrants by payment of cash, we will receive the exercise price of suchWarrants, which, if exercised in cash with respect to all of the Warrants outstanding and held by the Selling Stockholders as of the datehereof, would result in gross proceeds to us of approximately $24.6 million at the floor exercise price. However, we cannot predictwhen and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire andnever be exercised, in which case we would not receive any cash proceeds from their exercise. 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 11, 2025 was $2.02 per share. We recommend that you obtain current marketquotations for our Common Stock prior to making an investment decision. EachSelling 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 Stockholders will offer or sell any of the shares. The Company has paid all of the registration expensesincurred in connection with the registration of the shares. We will not pay any of the selling commissions, brokerage fees and relatedexpense. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution” on page 81of 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 12 of this prospectus and contained in any applicable prospectussupplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and undersimilar headings in the other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 12, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2SUMMARY OF RISK FACTORS4PROSPECTUS SUMMARY6PRIVATE PLACEMENT OF PREFERRED SHARES AND ABACA MERGER SHARES10RISK FACTORS12USE OF PROCEEDS24DETERMINATION OF OFFERING PRICE25MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY25BUSINESS26MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 202337