Current Report Filing (8-k)
31 March 2023 - 7:13AM
Edgar (US Regulatory)
0001854963
false
0001854963
2023-03-29
2023-03-29
0001854963
SHFS:ClassCommonStock0.0001ParValuePerShareMember
2023-03-29
2023-03-29
0001854963
SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-03-29
2023-03-29
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): March 29, 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. |
As
previously disclosed, on October 26, 2022 SHF Holdings, Inc., a Delaware corporation (the “Company”) and Partner Colorado
Credit Union, a Colorado not for profit credit union (“PCCU”), the Company’s largest stockholder, entered into a forbearance
agreement. Pursuant to the forbearance agreement, PCCU agreed to defer $64,662,548 in principal and accrued payments owed pursuant to
the September 28, 2022 business combination, which amount represented all amounts owed to PCCU pursuant to the business combination agreement
(the “Deferred Obligation”) for a period of six (6) months while PCCU and the Company engaged in good faith efforts to renegotiate
the payment terms applicable to the Deferred Obligation.
On
March 29, 2023, the Company and PCCU entered into the following definitive transaction documents to settle and restructure the Deferred
Obligation::
|
● |
A
five-year Senior Secured Promissory Note (the “Note”) in the principal amount of $14,500,000 bearing interest at the
rate of 4.25% and a Security Agreement pursuant to which the Company will grant, as collateral for the Note, a first priority security
interest in substantially all of the assets of the Company (the “Security Agreement,” and collectively with the Note,
the “Note Documents”); |
|
|
|
|
● |
A
Securities Issuance Agreement, pursuant to which the Company will issue 11,200,000 shares of the Company’s Class A Common Stock
(the “Shares”) to PCCU. Following the issuance of the Shares, PCCU will own 54.93% of the outstanding Class A Common
Stock. In connection with the Securities Issuance Agreement, the parties also entered into a Registration Rights Agreement and a
Lock-Up Agreement (the “Lock-Up Agreement” and collectively with the Securities Issuance Agreement and the Registration
Rights Agreement, the “Securities Issuance Documents”). The Registration Rights Agreement requires the Company to register
the Shares for resale pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and the Lock-Up Agreement
restricts PCCU from transferring the Shares until the earlier of (i) six (6) months after the date of the Securities Issuance Documents
or (ii) the consummation of a transaction with an unaffiliated third party in which all of the Company’s stockholders have
the right to exchange their shares of Class A Common Stock for cash, securities, or other property; and |
|
|
|
|
● |
A
Commercial Alliance Agreement (the “Alliance Agreement”) that sets forth the terms and conditions of the lending-related
and account-related services governing the relationship between the Company and PCCU from and after the date of the transactions.
Collectively, the Note Documents, Securities Issuance Documents, and the Alliance Agreement are referred to as the Transaction Documents. |
The
foregoing description is only a summary of the Transaction Documents and is qualified in its entirety by reference to the full text of
the Transaction Documents.
Item
3.02. | Unregistered
Sales of Equity Securities. |
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. In connection with the
Securities Issuance Agreement, the Company will issue the Shares to PCCU on or before April 3, 2023. The Shares will not be registered
under the Securities Act, and will be issued in reliance on the exemption from the registration requirements thereof provided by Section
4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
Item
7.01. | Regulation
FD Disclosure. |
On
March 29, 2023, the Company issued a press release announcing that it had entered into the Transaction Documents with PCCU described
in Item 1.01. The press release is attached hereto as Exhibit 99.1.
Exhibit
99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934 as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item
9.01. | Financial
Statements and Exhibits. |
Exhibit
No. |
|
Description
of Exhibit |
|
|
|
99.1 |
|
Press Release dated March 29, 2023 |
|
|
|
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:
March 30, 2023 |
By: |
/s/
Donnie Emmi |
|
|
Chief
Legal Officer |
Northern Lights Acquisit... (NASDAQ:NLITU)
Historical Stock Chart
From Aug 2024 to Sep 2024
Northern Lights Acquisit... (NASDAQ:NLITU)
Historical Stock Chart
From Sep 2023 to Sep 2024