UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A special meeting (“Special Meeting”) of the stockholders of SHF Holdings, Inc. (the “Company”) was held on March 13, 2025 at approximately 4:30 p.m. Eastern Time.
As of February 11, 2025, the record date for the Special Meeting, there were 55,730,753 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding. At the Special Meeting, stockholders holding an aggregate of 42,445,430 shares of Class A Common Stock, representing 76.16% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum pursuant to the Company’s bylaws.
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company’s definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2025. The final results of such stockholder voting on each proposal brought before the Special Meeting are as follows:
Proposal One: to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the outstanding Class A common stock, par value $0.0001 per share, of the Company at a ratio of not more than 1-for-20, at the discretion of the Board.
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| 41,784,116 | 661,114 | 200 | n/a |
Proposal Two: to approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One or to establish a quorum. Proposal One, having received the votes required by applicable law, was declared to be duly adopted by the Company’s stockholders. As such, a vote of the proposal to authorize adjournment of the Special Meeting was unnecessary.
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| 41,798,619 | 646,016 | 795 | n/a |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: March 14, 2025 | By: | /s/ Donnie Emmi |
| Donnie Emmi | ||
| Chief Legal Officer | ||