SHF Holdings Inc-A 2026年季度报告

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, 2026 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 (Exact name of registrant as specified in Its charter) Registrant’s telephone number, including area code:(303) 431-3435 (Former name or former address, if changed since last report) 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),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, if any, 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 and post 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ 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 August 5, 2026, there were 12,332,955 shares of the Company’s Class A Common Stock, par value $0.0001 per share,outstanding. SHF HOLDINGS, INC. TABLE OF CONTENTS PART I – FINANCIAL INFORMATION: Item 1.Financial Statements (unaudited):F-1Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025F-1Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and June30, 2025F-2Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June30, 2026 and June 30, 2025F-3Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2026 and June 30, 2025F-5Notes to Unaudited Condensed Consolidated Financial StatementsF-6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations6Item 3.Quantitative and Qualitative Disclosures About Market Risk16Item 4.Controls and Procedures16PART II - OTHER INFORMATION:18Item 1.Legal Proceedings18Item 1A.Risk Factors18Item 2.Unregistered Sales of Equity Securities and Use of Proceeds18Item 3.Defaults Upon Senior Securities18Item 4.Mine Safety Disclosures18Item 5.Other Information18Item 6.Exhibits19 OTHER INFORMATION Unless the context otherwise indicates, when used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), the terms “SHFHoldings,” “Safe Harbor,” “we,” “us,” “our,” the “Company” and similar terms refer to SHF Holdings, Inc., a Delaware corporation,and its wholly-owned subsidiaries, SHF, LLC, SHFxAbaca, LLC, Safe Harbor Retirement Services, LLC and SHF Managed Services,LLC. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Various of the statements made in this Form 10-Q, including information incorporated herein by reference to other documents, are“forward-looking statements” within the meaning of, and subject to the protections of Section 27A of the Securities Act of 1933, asamended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. Furthermore, this Form 10-Q may contain forward-looking statements regarding thepotential for federal rescheduling of cannabis, the potential passage of the SAFER Banking Act of 2025 (the “SAFER Banking Act”),projected growth of the cannabis market, the potential impact of regulatory changes on the Company’s business, the Reduction Periods(as