United States securities and exchange commission logo
October 28, 2022
Sundie Seefried
Chief Executive Officer
SHF Holdings, Inc.
5269 W. 62nd Avenue
Arvada, CO 80003
Re: SHF Holdings, Inc.
Registration
Statement on Form S-1
Filed October 7,
2022
File No. 333-267796
Dear Sundie Seefried:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
price, the prices that
the Sponsor, private placement investors, PIPE investors, and other
selling securityholders
acquired their shares and warrants, and the price at which the
public securityholders
acquired their shares and warrants. Disclose that while
the Sponsor, private
placement investors, PIPE investors, and other selling securityholders
may experience a
positive rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they
purchased due to
differences in the purchase prices and the current trading price. Please
also disclose the
potential profit the selling securityholders will earn based on the current
Sundie Seefried
SHF Holdings, Inc.
October 28, 2022
Page 2
trading price, if any. Lastly, please include appropriate risk factor
disclosure.
2. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
You state on pages 9 and 31 that warrants will become exercisable
for Class A
Common Stock, which would increase the number of shares eligible
for "future"
resale in the public market and result in dilution to our
stockholders. This statement
should be updated given that this prospectus is facilitating those
sales.
You state on page 8 and in numerous risk factors the existence of
various possibilities
or implications "following the Business Combination" or related to
the "post-
combination company," and on page 60 that SHF is focused on
completing the
contemplated business combination. These statements should be
updated given that
the business combination was completed.
You state in the penultimate risk factor on page 21 that you
"intend to seek to go
effective on the registration statement of which this prospectus
forms a part as soon
as possible, but [you] will not be able to go effective on the
registration statement of
which this prospectus forms a part prior to April 21, 2022." This
risk factor should
be updated given the passage of time.
Cover Page
3. For each of the shares, warrants and shares underlying warrants being
registered for
resale, disclose the price that the selling securityholders paid for
such shares, warrants
and warrants overlying such shares.
4. Revise the cover page to disclose the exercise prices of the warrants
compared to the
market price of the underlying ordinary shares. We note the disclosure
on the cover page
and the risk factor section of the likelihood that warrant holders
will not exercise their
warrants because the warrants are out the money. Provide similar
disclosure in the
prospectus summary, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the
stock price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
of your company to fund your operations on a prospective basis with
your current cash on
hand.
5. We note the significant number of redemptions of your Class A common
stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We also
note that most of
the shares being registered for resale were purchased by the selling
securityholders for
FirstName LastNameSundie Seefried
prices below the current market price of the Class A common stock.
Highlight the
Comapany NameSHF
significant Holdings,
negative impactInc.
sales of shares on this registration
statement could have on the
public trading
October 28, 2022 Page 2price of the Class A common stock.
FirstName LastName
Sundie Seefried
FirstName LastNameSundie Seefried
SHF Holdings, Inc.
Comapany
October 28,NameSHF
2022 Holdings, Inc.
October
Page 3 28, 2022 Page 3
FirstName LastName
Risk Factors, page 10
6. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price is significantly below the SPAC IPO price, the private investors
have an incentive to
sell because they will still profit on sales because of the lower
price that they purchased
their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 48
7. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
8. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact John Stickel at 202-551-3324 or Tonya K. Aldave at
202-551-3601 if
you have any questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
cc: Nina Gordon, Esq.