Current Report Filing (8-k)
19 Maggio 2023 - 10:32PM
Edgar (US Regulatory)
0001854963
false
0001854963
2023-05-18
2023-05-18
0001854963
SHFS:ClassCommonStock0.0001ParValuePerShareMember
2023-05-18
2023-05-18
0001854963
SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-05-18
2023-05-18
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): May 18, 2023
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 Boulevard, 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
5.07. Submission of Matters to a Vote of Security Holders.
On
May 18, 2023, SHF Holdings, Inc. (the “Company”) held its special meeting of its stockholders (the “Special
Meeting”) at which stockholders voted on the proposals set forth below, each of which is described in greater detail in the
definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 28, 2023.
As
of March 28, 2023, the record date for the Special Meeting, there were 27,392,504 shares of the Company’s Class A Common Stock,
par value $0.0001 per share (the “Class A Common Stock”), issued and outstanding. At the Special Meeting, stockholders
holding an aggregate of 17,143,680 shares of Class A Common Stock, representing 62.585% of the outstanding shares of Class A Common Stock
as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Special Meeting,
and each of the proposals was approved by the stockholders. The final results of such stockholder voting on each proposal brought before
the Special Meeting are as follows:
Proposal
1 — Election of Class II Directors — The election of the following three directors to the Company’s
board of directors to serve as Class II directors for a term of three years expiring at the annual meeting of stockholders to be held
in 2026 or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier
death, resignation, retirement or removal.
NOMINEE |
|
VOTES
FOR |
|
VOTES
AGAINST |
|
VOTES
ABSTAINED |
Jonathon
F. Niehaus |
|
17,019,362 |
|
0 |
|
4,732 |
Jennifer
Meyers |
|
17,017,553 |
|
0 |
|
6,541 |
Richard
Carleton |
|
17,017,353 |
|
0 |
|
6,741 |
Proposal
2 — Ratification of Auditors — The appointment of Marcum LLP as the Company’s independent auditors
for the 2023 fiscal year.
VOTES
FOR |
|
VOTES
AGAINST |
|
VOTES
ABSTAINED |
|
BROKER
NON-VOTES |
17,127,002 |
|
3,117 |
|
13,561 |
|
n/a |
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:
May 19, 2023 |
By: |
/s/
Donnie Emmi |
|
|
Donnie
Emmi |
|
|
Chief
Legal Officer |
Grafico Azioni Northern Lights Acquisit... (NASDAQ:NLIT)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Northern Lights Acquisit... (NASDAQ:NLIT)
Storico
Da Giu 2023 a Giu 2024