NORN LIGH : Private Placement - Form 8-K

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) October 31, 2022

SHF Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40524		90-2409612
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5269 W. 62nd Avenue, Arvada, Colorado		80003
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code [phone]

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share		SHFS		The Nasdaq Stock Market LLC

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 240.13a-4(c))

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 3.02 Unregistered Sale of Equity Securities.

As previously reported, on October 31, 2022, SHF Holdings, Inc., a Delaware corporation (the "Parent" or "SHF"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Parent, SHF Merger Sub I, a Delaware corporation and a direct wholly-owned subsidiary of Parent, SHF Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent, Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca (the "Company"), and Dan Roda, solely in such individual's capacity as the representative of the Company Security Holders.

The Merger Agreement provides that the Parent will acquire the Company in exchange for (a) cash consideration in an amount equal to (i) $9,000,000 ($3,000,000 is payable at Closing, with an additional $3,000,000 payable at each of the one-year and two-year anniversaries of the Closing); and (b) $21,000,000 of validly issued, fully paid and non-assessable shares of the Parent's common stock, $0.0001 par value per share, payable in two installments of $8,400,000, the number of shares to be calculated by dividing the installment amount by the volume weighted average price per share of Parent Common Stock as reported on the NASDAQ for the ten consecutive trading days ending on the trading day immediately preceding the Closing Date, (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events) less certain transaction expenses as described in the Merger Agreement at Closing and $11,600,000, calculated by dividing the installment amount by the volume weighted average price per share of Parent Common Stock as reported on the NASDAQ for the ten consecutive trading days ending on the trading day immediately preceding the first anniversary of the closing date, at the one-year anniversary of the Closing. The issuance of the shares offered as consideration was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption provided by Rule 506(b) of Regulation D of the Securities Act, as a transaction by an issuer not involving a public offering.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHF HOLDINGS, INC.
Date:	November 3, 2022
By:	/s/ Donnie Emmi
Name:	Donnie Emmi
Title:	Chief Legal Officer