SHF Holdings, Inc.

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. The risk factors below supersede the corresponding risk factors in those reports.

The reduction of the conversion price of our Series B Preferred Stock has resulted in, and may continue to result in, substantial dilution to our stockholders, and our obligations to holders of the Series B Preferred Stock and Series B Warrants could materially and adversely affect our liquidity.

The Reverse Stock Split triggered an adjustment under the Series B Certificate of Designation. Based on the trading price of our Common Stock during the 15 trading days following the Reverse Stock Split, the conversion price was reduced from $18.6336 to $0.1210 per share on October 22, 2026. Through November 6, 2026, holders have converted 19,529 shares of Series B Preferred Stock into approximately 131.2 million shares of Common Stock, thereby increasing our outstanding shares from approximately 1.0 million at September 30, 2026 to 132,248,520 as of November 6, 2026. The remaining 7,605 shares of Series B Preferred Stock are convertible into approximately 62.9 million additional shares of Common Stock at the current conversion price, without regard to beneficial ownership limitations contained in the Series B Certificate of Designation.

Conversions at this price, and resales of the resulting shares, have substantially diluted, and may continue to substantially dilute, the ownership interests of our stockholders. They may also depress the market price of our Common Stock.

The occurrence of a Triggering Event could have a material adverse effect on our financial position, liquidity and ability to continue as a going concern.

Under the Registration Rights Agreement, we must register for resale 250% of the shares issuable upon conversion of the Series B Preferred Stock, plus the shares issuable upon exercise of the Series B Warrants, or approximately 157.0 million shares in the aggregate unless this requirement is waived by the applicable holders of the Series B Preferred Stock. If we fail to meet the applicable filing or effectiveness deadlines, we must make cash registration delay payments to holders of approximately $0.3 million for each 30-day period until cured, except for any period during which all of a holder’s registrable securities may be sold under Rule 144 under the Securities Act. No waiver of the registration requirement has been executed. We did not file the required registration statement by the November 6, 2026 filing deadline, and a filing failure under the Registration Rights Agreement has occurred. We have concluded that no registration delay payments are owed as a result of this filing failure because the applicable Rule 144 holding period has been satisfied. However, if Rule 144 becomes unavailable to the holders, including if we fail to remain current in our periodic reports, registration delay payments could accrue. If we do not file the registration statement by November 11, 2026, a Triggering Event will occur.

Certain events constitute Triggering Events under the Series B Certificate of Designations, including:

Any of these events could have a material adverse effect on our financial position, liquidity and ability to continue as a going concern.

We may not regain compliance with Nasdaq’s minimum bid price requirement.

We did not regain compliance with the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) during our initial compliance period, which ended October 19, 2026, despite implementing the 2026 Reverse Stock Split. On October 20, 2026, Nasdaq granted us a second compliance period through April 19, 2027. To regain compliance, the closing bid price of our Common Stock must be at least $1.00 for a minimum of 10 consecutive business days before that date. Since effecting the 2026 Reverse Stock Split, our Common Stock has consistently traded below $1.00 per share. There can be no assurance that we will regain compliance.

In addition, under Nasdaq Listing Rule 5810(c)(3)(A)(iii), if the closing bid price of our Common Stock is $0.10 or less for ten consecutive business days, Nasdaq will issue a Staff Delisting Determination notwithstanding any compliance period then available to us, including our current compliance period, and our Common Stock will be immediately suspended from trading on Nasdaq. A request for a hearing before a Nasdaq Hearings Panel will not stay the suspension. On November 6, 2026, the closing bid price of our Common Stock was $0.0263 per share, and our Common Stock has closed at or below $0.10 on each trading day since October 28, 2026. Accordingly, our Common Stock could be suspended from trading on Nasdaq before April 19, 2027. If our Common Stock is suspended or delisted, it would likely trade, if at all, on an over-the-counter market, which could significantly reduce its liquidity and market price and impair our ability to raise capital, including under the ELOC.

If we do not regain compliance by April 19, 2027, Nasdaq will issue a determination that our securities are subject to delisting, and we may request a hearing before a Nasdaq Hearings Panel. There can be no assurance that a Nasdaq Hearings Panel would grant an exception.

Our options to regain compliance are limited because:

Reverse stock splits may also reduce trading liquidity, increase price volatility and increase the number of stockholders who own odd lots.

A new Nasdaq rule, if it becomes effective, could result in the immediate suspension and delisting of our securities if the market value of our listed securities is below $5 million for 30 consecutive business days.

On July 22, 2026, the SEC approved a Nasdaq rule that would require listed companies to maintain an MVLS of at least $5.0 million. A company that fails to maintain this minimum for 30 consecutive business days would be immediately subject to suspension and delisting, without any compliance period, and a request for a hearing would not stay the suspension of trading.

On July 29, 2026, the approval order was stayed by the SEC following notices of intention to petition for review. On September 11, 2026, the SEC granted the petitions for review, and the approval order remains stayed pending the SEC’s review. On September 25, 2026, Nasdaq filed a proposed rule change providing that the 30-business-day measurement period would begin on the business day following termination of the stay. The MVLS requirement is therefore not currently in effect. We cannot predict whether or when the stay will be lifted, or whether the rule will be affirmed, modified or set aside.

Based on our current stock price and shares outstanding, we would not satisfy the MVLS requirement if it became effective as of the date of this report. A reverse stock split would not cure an MVLS deficiency because MVLS is based on the aggregate market value of our listed securities rather than their per-share price.

If our Common Stock is delisted from Nasdaq, the liquidity and market price of our securities, our ability to raise capital and our ability to complete the Proposed Transaction could be materially and adversely affected.

If our Common Stock is delisted for any reason, it would likely trade only in the over-the-counter market. Selling our Common Stock could then be more difficult, because smaller quantities of shares would likely be bought and sold and transactions could be delayed. We could face significant material adverse consequences, including:

These factors could result in lower prices and wider bid-ask spreads for our Common Stock, and could cause a loss of institutional investor interest.

A delisting, or a suspension or threatened suspension of trading, could also constitute a Triggering Event under the Series B Certificate of Designations. In the event of a delisting, we would expect to take actions to restore compliance with the listing requirements. However, there can be no assurance that any such action would allow our Common Stock to become listed again, stabilize its market price or improve its liquidity.

An adverse ruling in the Abaca litigation could have a material adverse effect on our financial position, results of operations and liquidity.

On April 23, 2026, the Denver County District Court ruled that the October 2023 amendment to the Abaca merger agreement is void and that we breached the original merger agreement with respect to the first anniversary parent shares payment. Trial on damages and the remaining claims, including the counterclaim concerning the $3.0 million second anniversary cash payment, was held on August 10 and 11, 2026. The Court has not issued its ruling, and we cannot predict when it will rule or the outcome.

We estimate the range of reasonably possible loss at $0 to $7.8 million. An adverse ruling at or near the upper end of that range would exceed our cash and cash equivalents of $4.4 million as of September 30, 2026. Staying enforcement of a money judgment pending any appeal may require us to post a bond or other security, which we may not be able to obtain or fund.

Our ability to fund any settlement or judgment is constrained by our limited cash and by the terms of our ELOC and the Series B Securities. We expect to continue to incur significant legal costs through any post-trial proceedings or appeal.

The Proposed Transaction with Opifex may not be completed, and if completed would substantially dilute our existing stockholders and change our business.

On October 23, 2026, we entered into a non-binding term sheet with Opifex regarding the Proposed Transaction. The term sheet is non-binding except for certain specified provisions. Completion of the Proposed Transaction is subject to numerous conditions, many of which are outside our control, including:

If the Proposed Transaction results in a change of control under Nasdaq rules, the combined company would be required to satisfy Nasdaq’s initial listing requirements, which are more stringent than the continued listing requirements.

If completed, the Proposed Transaction would result in substantial dilution to our existing stockholders. As currently contemplated, Opifex security holders would own approximately 85% of the combined company on a fully diluted basis and holders of our Common Stock, Series B Convertible Preferred Stock (as converted), Series B Warrants and other equity awards would collectively own approximately 15%, subject to adjustment between 12.5% and 17.5%. The combined company would be expected to have a different business focus, name, board of directors and management, and the treatment of our legacy financial services business, including any contingent value right, has not been determined.

While the term sheet is in effect, we do not intend to use the ELOC, which limits our sources of liquidity and our flexibility to respond to developments in our business. We will also incur significant transaction costs whether or not the Proposed Transaction is completed. The Proposed Transaction may divert management’s attention from our existing business. If it is not completed, the market price of our Common Stock may decline, and the liquidity, listing and other challenges described in this Quarterly Report on Form 10-Q would remain.

The departure of our former Principal Accounting Officer may increase the risk that we fail to remediate our material weaknesses or to maintain effective internal control over financial reporting.

During the quarter ended September 30, 2026, our former Principal Accounting Officer, Douglas Beck, resigned from his roles at the Company, although he continues to support the Company as an outsourced contractor. As previously disclosed, we have identified material weaknesses in our internal control over financial reporting. The loss of key accounting personnel, together with the volume and complexity of transactions affecting our financial statements, may delay remediation and increase the risk of a material misstatement or a failure to file our periodic reports on a timely basis. A failure to timely file our periodic reports could constitute a Triggering Event under the Series B Certificate of Designations and a violation of Nasdaq listing requirements.