SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
Pursuant to section 13 or 15(d) of the
Stock Exchange Act of 1934
Report date (date of first reported event) November 2, 2022
SHF Holdings, Inc.
(Exact name of the declarant as specified in its charter)
(State or other jurisdiction
|5269 west of 62nd ave, Arvada, Colorado||80003|
|(Address of main executive offices)||(Postal code)|
Holder’s phone number, including area code (303)431-3435
N / A
(Former name or address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trade symbol||Name of each exchange registered on|
|Class A common shares, par value of $0.0001 per share||SHFS||The Nasdaq Stock Market LLC|
Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:
|☐||Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)|
|☐||Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13a-4(c))|
Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).
Growing emerging company ☒If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ☐
Item 2.04 Trigger Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
On September 28, 2022, Northern Lights Acquisition Corp. (now known as SHF Holdings, Inc., the “Company” or “SHF”) has entered into a promissory note (the “Note”) with EF Hutton, a division of Benchmark Investments, LLC (“EF Hutton” ). Under the note, the Company owes EF Hutton an amount of $2,166,250.
The note provides that SHF was obligated to pay EF Hutton the principal sum of $2,166,250 according to the following schedule: (i) $715,750 on October 14, 2022 and (ii) $362,625 on October 31, 2022, November 2022 and December 31, 2022 and January 31, 2023. On November 2, 2022, EF Hutton issued a notice of default to the Company stating that the remaining principal balance of $1,450,500 is immediately due and payable with interest of 24% per annum, and that EF Hutton intended to take legal action if full payment was not received by November 7, 2022. EF Hutton claimed that SHF had defaulted on the note by failing to pay the installment of $362,625 due October 31, 2022. The company is currently considering available remedies and intends to defend against any claims.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be executed on its behalf by the duly authorized undersigned.
|SHF HOLDINGS, INC.|
|Date:||November 8, 2022|
|By:||/s/ Donnie Emmi|
|Last name:||Donnie Emmi|