10-K/A: SHF Holdings Files Amendment to 10-K to Include Omitted Information and Updated Exhibits

SHF Holdings files an amendment to its annual report on Form 10-K/A for the year ended December 31, 2024, to include previously omitted information and update the exhibit list.

Summary

• SHF Holdings, Inc. is filing Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2024.
• The amendment includes information required by Items 10 through 14 of Part III of Form 10-K, which was previously omitted.
• The amendment also updates the exhibit list in Item 15 of Part IV of the Original 10-K.
• The company is including currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
• The amendment does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events.
• As of March 31, 2025, there were 2,784,458 shares of the Company's Class A Common Stock outstanding.
• A reverse stock split of one for twenty was effected on March 4, 2025, and all historical share and per share amounts have been adjusted to reflect this split.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing, indicating a neutral sentiment. The inclusion of certifications suggests a commitment to compliance.

Future Outlook

The amendment does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events.

Management Comments

• James H. Dennedy, Chief Financial Officer, certifies that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
• Terrance E. Mendez, Chief Executive Officer, certifies that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Industry Context

This filing is a routine amendment to ensure compliance with SEC regulations and to provide updated information to investors.

Management Changes

Related Party Transactions

• The Company and PCCU entered into the PCCU CAA, which was subsequently amended and restated on December 31, 2024, setting forth the terms and conditions of lending and account-related services.
• Under the PCCU CAA, PCCU had the right to receive monthly fees for managing loans, with a yearly fee of 0.25% of the remaining loan balance for SHF-serviced loans and 0.35% for loans both financed and serviced by PCCU.
• The Company was obligated under the PCCU CAA to indemnify PCCU from certain default-related loan losses.
• The PCCU CAA outlined certain fees to be paid to the Company for specified account-related services, including cannabis-related income such as loan origination fees, interest income on CRB-related loans, participation fees, servicing fees, investment income, account activity fees, processing fees, and other revenue.
• On December 31, 2024, the Company and PCCU entered into an Amended CAA, extending the term through December 31, 2028.

Key Dates

Keywords

Form 10-K/A, amendment, annual report, SHF Holdings, financial reporting, Sarbanes-Oxley, corporate governance, executive compensation, stock ownership, related party transactions, audit fees