SHF Holdings, Inc.

As filed with the Securities and Exchange Commission on September 25, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1526 Cole Blvd., Suite 250

Golden, Colorado 80401

Telephone:(303) 431-3435

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Terrance E. Mendez

Chief Executive Officer

1526 Cole Blvd., Suite 250

Golden, Colorado 80401

Telephone:(303) 431-3435

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael D. Schwamm, Esq.

Justin A. Santarosa, Esq.

Duane Morris LLP

865 South Figueroa Street, Suite 3100

Los Angeles, California 90017

Tel. No. (213) 689-7466

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated September 25, 2025

PRELIMINARY PROSPECTUS

SHF HOLDINGS, INC.

46,153,846 Shares of Class A Common Stock

This prospectus relates to the potential offer and sale from time to time by CREO Investments LLC (“CREO” or the “Selling Stockholder”) of 46,153,846 shares of Class A common stock, par value $0.0001 (the “Common Stock”), of SHF Holdings, Inc. (“SHF,” the “Company,” “we,” “us,” or “our”) that we elect, in our sole discretion, to issue and sell to CREO from time to time from and after the Commencement Date (as defined below) pursuant to a Common Stock Purchase Agreement, dated as of September 17, 2025, by and between us and CREO (the “Purchase Agreement”), as consideration for it establishing an equity line of credit (the “CREO Equity Financing”).

The actual number of shares of our Common Stock issuable will vary depending on the then-current market price of shares of our Common Stock sold to CREO under the Purchase Agreement, but will not exceed the number set forth above unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”). See “CREO Equity Financing” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding CREO.

We are registering the shares on behalf of the Selling Stockholder, to be offered and sold by it from time to time. We are not selling any securities under this prospectus, and will not receive any proceeds from the sale of Common Stock by the Selling Stockholder pursuant to this prospectus. We may receive up to $150.0 million in aggregate gross proceeds from CREO under the Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the Purchase Agreement at varying purchase prices after the date of this prospectus. In addition, we and CREO may agree to increase CREO’s total purchase commitment under the Purchase Agreement, which could result in us receiving up to $500.0 million in aggregate gross proceeds from CREO under the Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the Purchase Agreement at varying purchase prices after the date of this prospectus. In the event of such an increase, we would issue additional CREO Commitment Shares (as defined below) to CREO. However, the actual proceeds from CREO may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. The purchase price per share that CREO will pay for shares of Common Stock purchased from us under the Purchase Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to CREO and, further, to the extent that the Company sells shares of Common Stock under the Purchase Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and may impact the Company’s stock price. As consideration for CREO’s commitment to purchase shares of Common Stock pursuant to the Purchase Agreement, we agreed to issue to CREO $1.0 million in stated value of a series of a to be designated series of preferred stock with such terms as mutually agreeable between us and CREO, with each such share having a stated value of $1,000 (the “CREO Commitment Shares”), following the creation of such CREO Commitment Shares.

Our Common Stock is listed on The Nasdaq Stock Market (the “Nasdaq”) under the symbol “SHFS.” The last reported sale price of our Common Stock on the Nasdaq on September 24, 2025 was $7.27 per share. We recommend that you obtain current market quotations for our Common Stock prior to making an investment decision.

The Selling Stockholder may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. Our registration of the shares of Common Stock covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the shares. With regard only to the shares the Selling Stockholder sells for its own behalf, the Selling Stockholder may be deemed an “underwriter” within the meaning of the Securities Act. The Company has paid all of the registration expenses incurred in connection with the registration of the shares. We will not pay any of the selling commissions, brokerage fees and related expenses.

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution” on page 85 of this prospectus.

We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 11 of this prospectus and contained in any applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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