Form 8-K

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-045183

Filed: 2026-10-01

Period: 2026-09-29

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

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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): September 29, 2026

SHF

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

(State

or other jurisdiction of incorporation)

001-40524

86-2409612

(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 $230.00 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 ☒

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

3.03 Material Modifications to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

September 29, 2026, SHF Holdings, Inc. (the “Company”or “Safe Harbor”) filed a Certificate of Amendment

(the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended,

the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment effected

a reverse stock split of the Company’s common stock at a ratio of 1-for-12, which was previously approved by the Company’s

stockholders on November 6, 2025 and by the Board of Directors of the Company on September 16, 2026. The Certificate of Amendment became

effective at 12:01 a.m., Eastern Time, on September 30, 2026.

The

Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing ticker symbol “SHFS.”

The new CUSIP number for the Company’s common stock is 824430 409. A copy of the Certificate of Amendment is attached hereto as

Exhibit 3.1 and is incorporated by reference herein.

Cautionary

Statement Regarding Forward-Looking Statements:

Certain

information contained in this Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the

Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute

forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking

statements may include, but are not limited to, statements with respect to the Certificate of Amendment and our continued listing on

the Nasdaq Stock Market LLC. In addition, any statements that refer to projections, forecasts or other characterizations of future events

or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intends,” “outlook,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these

words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements

about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those

described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no

duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report

on Form 8-K.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of SHF Holdings, Inc.

104

Cover

Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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:

September 30, 2026

By:

/s/

Terrance E. Mendez

Terrance

E. Mendez

Chief

Executive Officer and Chief Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF AMENDMENT

THE

SECOND

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SHF

HOLDINGS, INC.

SHF

Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law

of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s

Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 28,

2022 (as amended, the “Certificate of Incorporation”).

Section 4.1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“Section

4.1 The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation

is authorized to issue is 1,001,250,000 shares, consisting of (a) 1,000,000,000 shares of Class A Common Stock (the “Common

Stock”) and (b) 1,250,000 shares of preferred stock (the “Preferred Stock”). Subject to the rights

of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be

increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority

in voting power of the stock of the Corporation with the power to vote thereon irrespective of the provisions of Section 242(b)(2) of

the DGCL or any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately

as a class shall be required therefor.

Upon

the filing and effectiveness pursuant to the Delaware General Corporation Law of the Certificate of Amendment to the Certificate of Incorporation

of the Corporation filed with the Secretary of State of the State of Delaware on March 14, 2025 (the “March Effective Time”),

each 20 shares of Common Stock issued and outstanding immediately prior to the March Effective Time automatically and without any action

on the part of the respective holders thereof, combined and converted into one validly issued, fully paid and non-assessable share of

Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests

as described below (the “March Reverse Stock Split”). No certificates representing fractional shares of Common

Stock were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have resulted from the

Reverse Stock Split were rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior to the March

Effective Time represented shares of Common Stock (the “March Old Certificates”), thereafter represented that

number of shares of Common Stock into which the shares of Common Stock represented by the March Old Certificate were combined, subject

to the elimination of fractional share interests as described above.”

Upon

the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this

Certificate of Amendment to the Certificate of Incorporation of the Corporation, each 12 shares of Common Stock issued and outstanding

immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be

combined and converted into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the

Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse

Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse

Stock Split. Any fractional shares of Common Stock that would result from the Reverse Stock Split will be rounded up to the nearest whole

share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old

Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock

represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

All other provisions of the Certificate of Incorporation shall remain in full force and effect. The Effective Time of this Certificate

of Amendment shall be 12:01 a.m., Eastern Time, on September 30, 2026.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Terrance Mendez, its Chief Executive Officer

and Chief Financial Officer, this 29th day of September, 2026.

By:

/s/

Terrance Mendez

Terrance

Mendez

Chief

Executive Officer and Chief Financial Officer

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Title of 12(b) Security

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