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    Northern Lights Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits

    8/22/23 5:22:27 PM ET
    $NLIT
    Consumer Electronics/Appliances
    Industrials
    Get the next $NLIT alert in real time by email
    0001854963 false 0001854963 2023-04-16 2023-04-16 0001854963 SHFS:ClassCommonStock0.0001ParValuePerShareMember 2023-04-16 2023-04-16 0001854963 SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2023-04-16 2023-04-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of

    the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): April 16, 2023

     

    SHF Holdings, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware

    (State or other jurisdiction of incorporation)

     

    001-40524   90-2409612

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    1526 Cole Blvd., Suite 250

    Golden, Colorado 80401

    (Address of principal executive offices) (Zip Code)

     

    Registrant’s telephone number, including area code (303) 431-3435

     

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

      ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
         
      ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
         
      ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
         
      ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
    Class A Common Stock, $0.0001 par value per share   SHFS   The Nasdaq Stock Market LLC
    Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   SHFSW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    The information contained in Item 5.02 is incorporated by reference in this Item 1.01.

     

    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    On August 16, 2023, SHF Holdings, Inc. (the “Company”) and Tyler Beuerlein, the Company’s Chief Strategic Business Development Officer executed an executive employment agreement (the “Employment Agreement”).

     

    The Employment Agreement provides for an annual base salary of $300,000, an initial incentive equity grant of options exercisable for 350,000 shares of the Company’s Class A common stock at $6.67 per share that will vest over two years, which was granted on October 7, 2022 and previously reported on a Form 4, an equity award under a long-term incentive plan to be adopted by the Company’s Board of Directors and other customary benefits. The Employment Agreement, which is for an eighteen month term, also provides for severance in the event of a termination by the Company without cause or by Mr. Beuerlein for good reason, of one year’s base salary.

     

    The foregoing description of the Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. 

     

    Item 9.01. Financial Statements and Exhibits.

     

    Exhibit No.   Description of Exhibit
    10.1   Executive Employment Agreement, dated August 16, 2023, by and between the Company and Tyler Beuerlein
    104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      SHF HOLDINGS, INC.
         
    Date: August 22, 2023 By: /s/ Donnie Emmi
        Chief Legal Officer
         

     

     

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