SHF Holdings, Inc.

As filed with the Securities and Exchange Commission on October 20, 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.☐

This Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

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 October 20, 2025

PRELIMINARY PROSPECTUS

SHF HOLDINGS, INC.

52,280,646** Shares of Class A Common Stock**

This prospectus relates to the potential offer and sale from time to time by the selling stockholders named in this prospectus (each, a “Selling Stockholder”) of 52,280,646 shares of Class A common stock, par value $0.0001 (the “Common Stock”), of SHF Holdings, Inc. (“SHF,” the “Company,” “we,” “us,” or “our”).

The 52,280,646 shares of Common Stock offered under this prospectus consist of (i) 49,993,585 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) issued and sold to certain investors pursuant to a Securities Purchase Agreement, dated as of September 30, 2025, by and between us and such investors (the “Series B SPA”) at the potential floor conversion price of $1.5528, (ii) 1,999,544 shares of Common Stock underlying Common Stock purchase warrants (the “Series B Warrants”) at the floor exercise price of $1.5528 per warrant share, issued and sold to the investors pursuant to the Series B SPA, (iii) 250,000 shares of Common Stock underlying warrants at the exercise price of $40.00 per warrant share, issued and sold to the Abaca Holders (as defined below) (the “Abaca Warrants” and together with the Series B Warrants, the “Warrants”), pursuant to an Agreement and Plan of Merger, dated as of October 31, 2022 (as amended, the “Merger Agreement”), by and between us, SHF Merger Sub I, SHF Merger Sub II, LLC, Rockview Digital Solutions, Inc. d/b/a Abaca (“Abaca”), and Daniel Roda, solely in his capacity as the representative of Abaca’s securityholders (the “Abaca Holders”), and (iv) 37,517 shares of Common Stock issued on or about October 5, 2025 to the Abaca Holders pursuant to the Merger Agreement.

We are registering the shares on behalf of the Selling Stockholders, 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 Stockholders pursuant to this prospectus. Upon any exercise of the Warrants by payment of cash, we will receive the exercise price of such Warrants, which, if exercised in cash with respect to all of the Warrants outstanding and held by the Selling Stockholders as of the date hereof, would result in gross proceeds to us of approximately $24.6 million at the floor exercise price. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds from their exercise.

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 October 17, 2025 was $3.78 per share. We recommend that you obtain current market quotations for our Common Stock prior to making an investment decision.

Each 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 Stockholders will offer or sell any of the shares. 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 expense.

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution” on page 80 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 12 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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