| UNITED STATES | SEC FILE NUMBER | |
| SECURITIES AND EXCHANGE COMMISSION | 001-40524 | |
| Washington, D.C. 20549 | CUSIP
NUMBER 824430300 |
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR | |||
| For Period Ended: | December 31, 2024 | |||
| ☐ Transition Report on Form 10-K | ||||
| ☐ Transition Report on Form 20-F | ||||
| ☐ Transition Report on Form 11-K | ||||
| ☐ Transition Report on Form 10-Q | ||||
| ☐ Transition Report on Form N-SAR | ||||
| For the Transition Period Ended: | ||||
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: Not applicable.
PART I — REGISTRANT INFORMATION
SHF HOLDINGS, INC.
Full Name of Registrant
N/A
Former Name if Applicable
1526 Cole Blvd., Suite 250
Address of Principal Executive Office (Street and Number)
Golden, Colorado 80401
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
As of March 31, 2025, SHF Holdings, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) in a timely manner without unreasonable effort or expense. The Company requires additional time to complete its final review of its financial statements and related disclosures.
The need for additional time primarily stems from subsequent events that require thorough evaluation and disclosure, including but not limited to: (i) the Amended and Restated Senior Secured Promissory Note by and between the Company and Partner Colorado Credit Union, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025; (ii) the valuation of the Company’s deferred tax assets (DTA), goodwill, and intangible assets; (iii) the completion of certain calculations and disclosures related to a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share; and (iv) assessment of the Company’s ability to continue as a going concern. In addition, management has identified material weaknesses in the Company’s internal controls over financial reporting to be disclosed in the Form 10-K.
The Company currently expects to file the Form 10-K for the year ended December 31, 2024, within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
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PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Terrance Mendez, Chief Executive Officer | (303) | 431-3435 | ||
| Name | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company’s earnings press release furnished as an exhibit to the Current Report on Form 8-K filed April 1, 2025, provides a comparison of the results of operations for the fiscal year ended December 31, 2024 against the corresponding period for the last fiscal year, subject to the discussion in Part III herein.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 12b-25 includes “forward-looking statements,” which may be identified by the use of words such as “anticipates,” “will,” “believes,” “intends,” “plans,” “expects” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements and expectations about the Company’s results and the timing of the filing of its Annual Report on Form 10-K for the period ended December 31, 2023. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that, upon completion of further procedures, the financial results for the period ended December 31, 2023 are different than the results described in this Form 12b-25, the risk that the Company is unable to complete its closing procedures in a timely manner to file its Annual Report on Form 10-K as indicated in this Form 12b-25, as well as those risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this report except as required under federal securities laws.
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SHF HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: April 1, 2025 | By: | /s/ Terrance Mendez |
| Terrance Mendez | ||
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Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other fully authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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