SHFS 8-K
SHF Holdings, Inc. (SHFS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The Stock Market LLC | ||||
| The 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).
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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in Item 8.01 is incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 16, 2024, SHF Holdings, Inc. (the “Company”) accepted the resignation of Daniel Roda as the Company’s Chief Credit Officer.
Item 8.01. Other Events.
As reported on its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2024, the Company caused a declaratory judgment complaint (the “Company Complaint”) to be filed in the District Court for the City and County of Denver, Colorado, captioned SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll, Case No. 2024CV33187 (Denver Cty. Dist. Ct.).
The Company caused the Company Complaint to be filed in connection with concerns surrounding a payment of $3,000,000 (the “Merger Payment”) to the former stockholders of Rockview Digital Solutions, a Delaware corporation, d/b/a Abaca (“Abaca”), to be made by the Company on October 5, 2024, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) and two subsequent amendments to the Merger Agreement (collectively, the “Amendments”), by and among the Company, SHF Merger Sub I, a Delaware corporation and a direct wholly-owned subsidiary of Company, SHF Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company, Abaca, and Daniel Roda, solely in such individual’s capacity as the representative of Abaca’s stockholders (the “Stockholders’ Representative”).
On December 13, 2024, Daniel Roda, Gregory W. Ellis, and James R. Carroll (collectively, the “Defendants”) caused an answer and counterclaim to be filed in response to the Company Complaint. The Defendants’ answer and counterclaim, among other things, asserts several breaches of contract under the Merger Agreement, as amended, relating to a delay in payment of the Merger Payment, in addition to the validity of Stockholder Representatives’ execution of the Amendments. The Defendants’ counterclaim also asserts a third-party claim against the Chairman of the Company’s board of directors, Fred Niehaus.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: December 19, 2024 | By: | /s/ Sundie Seefried |
| Chief Executive Officer | ||