美國

證券交易委員會

華盛頓，特區。20549

表格10-Q

☒ 根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束9月30日， 2024

☐ 根據1934年證券交易法第13或15(d)節的轉型報告書

and

委員會文件編號：001-40524

SHF Holdings, Inc.（SHF控股公司）

（公司章程中指定的準確公司名稱）

特拉華州		86-2409612
(州或其他司法管轄區文件編號) （組織）的註冊地點		（美國國稅局僱主號碼） 108 Gateway Blvd

1526 Cole Blvd., 250套房 Golden（美國科羅拉多州黃金市）, 科羅拉多州		80410
(主要執行人員之地址)		(郵政編碼)

註冊人的電話號碼，包括區號：(585)768-2513(303) 431-3435

(如自上次報告以來地址或名稱有變化，填上舊稱或舊地址)

請勾選標記以指示註冊者是否（1）在過去12個月內（或註冊者需要提交這些報告的更短時間內）已提交證券交易所法案第13或15（d）節要求提交的所有報告，及　（2）是否已被提交要求過去90天的提交要求所制約。是根據交易所法規12b-2中「大型加速文件報告人」，「加速文件報告人」，「小型報告公司」和「新興增長公司」的定義，請勾選發行人是否爲大型加速文件報告人。

是根據交易所法規12b-2中「大型加速文件報告人」，「加速文件報告人」，「小型報告公司」和「新興增長公司」的定義，請勾選發行人是否爲大型加速文件報告人。

請在複覈標記內選擇是否爲大型快速備戰者，快速備戰者，非快速備戰者，較小的報告公司或新興生長公司。詳見交易所法案第120.2條中「大型快速備戰者」，「快速備戰者」、「較小的報告公司」和新興生長公司”的定義。

大型加速文件提交人	☐	加速文件提交人	☐
非加速文件提交人	☒	小型報告公司	☒
		新興成長公司	☒

如果是新興成長公司，請勾選，如果註冊人已選擇不使用根據交易所法案第13(a)條提供的任何新的或修改的財務會計準則的延長過渡期，請勾選。 ☐

請勾選適用的圓圈，表示註冊登記者是否是空殼公司(根據交易所法案第12b-2條的定義)。是 ☐ 否☒

根據法案第12(b)節註冊的證券:

每一類別的名稱	交易符號	在每個交易所註冊的名稱
A級普通股，每股面值0.0001美元	SHFS	納斯達克股票市場有限責任公司
可贖回權證，每個完整的權證可行使購買一股A類普通股，行使價格爲每股11.50美元	SHFSW	納斯達克股票市場有限責任公司

截至2024年11月12日，尚有未解決的問題 55,673,327 0.0001 截至2024年和2023年6月30日，發行和流通的股份中有

SHF 控股公司

		頁面
第一部分 - 財務信息：		1

項目 1.	基本報表:	1
	2024年9月30日的未經審計的壓縮合並資產負債表和2023年12月31日	1
	截至2024年9月30日和2023年9月30日未經審計的壓縮合並利潤表	2
	截至2024年9月30日和2023年9月30日未經審計的壓縮合並股東權益報表	3
	截至2024年9月30日和2023年9月30日未經審計的壓縮合並現金流量表	5
	簡明聯合財務報表附註(未經審計)	6
項目 2.	分銷計劃	32
項目 3.	有關市場風險的定量和定性披露	43
項目4。	控制和程序	43
第二部分其他信息：		45
項目 1.	法律訴訟	45
Interest expense, net	風險因素	45
項目 2.	未註冊的股票股權銷售和籌款用途	45
項目 3.	對優先證券的違約	45
項目4。	礦山安全披露	45
項目5。	其他信息	45
項目 6.	展示資料	46

第I部分 - 財務信息

項目 1. 基本報表

SHF Holdings, Inc.（SHF控股公司）

彙編簡明資產負債表

	2024年9月30日（未經審核）			2023年12月31日

資產
流動資產：
現金及現金等價物	$	5,861,475		$	4,888,769
		237,757			121,875
應收賬款-關聯方		966,643			2,095,320
應收賬款		966,643			2,095,320
待攤費用-流動部分		492,375			546,437
應計利息應收款		15,601			13,780
遠期購買應收款		4,584,221			-
應收短期貸款淨額		13,091			12,391
其他流動資產		-			82,657
流動資產合計	$	12,171,163		$	7,761,229
長期應收貸款，淨額		374,429			381,463
物業、廠房和設備，淨值		5,151			84,220
使用權的經營租賃資產		742,609			859,861
商譽		6,058,000			6,058,000
無形資產, 淨額		3,249,459			3,721,745
遞延稅款資產		43,802,927			43,829,019
預付費用-開多頭寸		450,000			562,500
遠期購買應收款		-			4,584,221
存入資金		19,333			18,651
總資產	$	66,873,071		$	67,860,909
負債和股東權益
流動負債:
應付賬款	$	125,281		$	217,392
		106,593			577,315
應付賬款		106,593			577,315
應計費用		788,052			1,008,987
合同負債		47,565			21,922
租賃負債-流動負債		159,408			132,546
高級擔保票據-流動部分		3,105,906			3,006,991
遞延考慮-流動部分		2,984,533			2,889,792
遠期購買衍生負債		7,309,580			-
其他流動負債		64,686			41,639
總流動負債	$	14,691,604		$	7,896,584
認股權負債		1,408,084			4,164,129
遞延考慮-長期部分		388,000			810,000
遠期購買衍生負債		-			7,309,580
高級有擔保定期票據-開多期限部分		8,662,724			11,004,175
淨遞延賠償性貸款發起費		390,739			63,275
租賃負債-長期		753,800			875,447
賠償責任		1,225,660			1,382,408
總負債	$	27,520,611		$	33,505,598
承諾和或有事項（附註13）		-			-
股東權益
可轉換優先股，每股面值$.0001 面值， 1,250,000 已授權的股份數量， 111 和 1,101 2024年9月30日和2023年12月31日分別已發行和流通的股份		-			-
A類普通股，$0.0005股，截至2024年4月30日和2024年1月31日，授權股票0.0005股；.0001 面值， 130,000,000 已授權的股份數量， 55,673,327 和 54,563,372 分別爲2024年9月30日和2023年12月31日已發行並流通		5,569			5,458
股票認購應收款項。		108,437,941			105,919,674
赤字		(69,091,050	)		(71,569,821	)
股東權益合計	$	39,352,460		$	34,355,311
負債及股東權益合計	$	66,873,071		$	67,860,909

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

SHF Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023

Revenue	$	3,482,630		$	4,332,974		$	11,570,964		$	13,085,861

Operating Expenses
Compensation and employee benefits	$	1,839,244		$	2,069,910		$	6,384,213		$	8,269,761
General and administrative expenses		929,406			1,482,792			2,915,390			4,874,255
Impairment of goodwill		-			-			-			13,208,276
Impairment of finite-lived intangible assets		-			-			-			3,680,463
Professional services		463,452			361,804			1,428,129			1,431,785
Rent expense		66,170			87,951			199,805			246,694
Provision (benefit) for credit losses		7,449			(200,932	)		(158,586	)		377,614
Total operating expenses	$	3,305,721		$	3,801,525		$	10,768,951		$	32,088,848
Operating income/ (loss)	$	176,909		$	531,449		$	802,013		$	(19,002,987	)
Other income /(expenses)
Change in the fair value of deferred consideration		(68,811	)		(197,307	)		327,259			(581,315	)
Interest expense		(161,716	)		(159,533	)		(484,718	)		(963,464	)
Change in fair value of warrant liabilities		414,272			(860,735	)		2,756,045			(417,798	)
Total other income/ (expenses)	$	183,745		$	(1,217,575	)	$	2,598,586		$	(1,962,577	)
Net income/ (loss) before income tax		360,654			(686,126	)		3,400,599			(20,965,564	)
Income tax benefit/ (expense), net		(6,837	)		(61,941	)		(55,579	)		1,199,483
Net income/ (loss)	$	353,817		$	(748,067	)	$	3,345,020		$	(19,766,081	)
Weighted average shares outstanding, basic		55,501,354			49,257,988			55,382,066			38,725,273
Basic net income/ (loss) per share	$	0.01		$	(0.02	)	$	0.06		$	(0.51	)
Weighted average shares outstanding, diluted		56,550,287			49,257,988			56,430,999			38,725,273
Diluted income / (loss) per share	$	0.01		$	(0.02	)	$	0.06		$	(0.51	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

SHF Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Preferred Stock				Class A Common Stock				Additional Paid-in		Retained			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, June 30, 2024		111		-		55,431,001	$	5,545	$	107,900,303	$	(69,444,867	)	$	38,460,981
Issuance of equity for marketing services		-		-		242,326		24		149,976		-			150,000
Restricted stock units (net of tax)		-		-		-		-		33,127		-			33,127
Stock compensation cost		-		-		-		-		354,535		-			354,535
Net income		-		-		-		-		-		353,817			353,817
Balance, September 30, 2024		111		-		55,673,327	$	5,569	$	108,437,941	$	(69,091,050	)	$	39,352,460

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

	Preferred Stock					Class A Common Stock				Additional Paid-in		Retained			Total Shareholders’
	Shares			Amount		Shares		Amount		Capital		Deficit			Equity
Balance, June 30, 2023		4,221		$	-		46,265,317	$	4,627	$	97,923,103	$	(70,577,990	)	$	27,349,740
Conversion of PIPE shares		(410	)		-		328,000		33		358,717		(358,750	)		-
Stock option conversion		-			-		-		-		388,559		-			388,559
Restricted stock units		-			-		-		-		33,735		-			33,735
Net loss		-			-		-		-		-		(748,067	)		(748,067	)
Balance, September 30, 2023		3,811		$	-		46,593,317	$	4,660	$	98,704,114	$	(71,684,807	)	$	27,023,967

SHF Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

	Preferred Stock					Class A Common Stock				Additional Paid-in		Retained			Total Shareholders’
	Shares			Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2023		1,101		$	-		54,563,372	$	5,458	$	105,919,674	$	(71,569,821	)	$	34,355,311
Conversion of PIPE shares		(990	)		-		792,000		79		866,170		(866,249	)		-
Issuance of equity for marketing services		-			-		242,326		24		149,976		-			150,000
Restricted stock units (net of tax)		-			-		75,629		8		54,280		-			54,288
Stock compensation cost		-			-		-		-		1,447,841		-			1,447,841
Net Income		-			-		-		-		-		3,345,020			3,345,020
Balance, September 30, 2024		111			-		55,673,327		5,569		108,437,941		(69,091,050	)		39,352,460

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

	Preferred Stock						Class A Common Stock				Additional Paid-in		Retained			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2022		14,616		$	1			23,732,889	$	2,374	$	44,806,031	$	(39,695,281	)	$	5,113,125
Balance		14,616		$	1			23,732,889	$	2,374	$	44,806,031	$	(39,695,281	)	$	5,113,125

Cumulative effect from adoption of CECL		-			-			-		-		-		(581,321	)		(581,321	)
Conversion of PIPE shares		(10,805	)		(1	)		10,394,200		1,039		11,641,086		(11,642,124	)		-
Stock option conversion		-			-			-		-		1,707,763		-			1,707,763
Restricted stock units		-			-			1,266,228		127		1,243,446		-			1,243,573
Reversal of deferred underwriting cost		-			-			-		-		900,500		-			900,500
Issuance of shares to PCCU (net of tax)		-			-			11,200,000		1,120		38,405,288		-			38,406,408
Net loss		-			-			-		-		-		(19,766,081	)		(19,766,081	)
Net income (loss)		-			-			-		-		-		(19,766,081	)		(19,766,081	)

Balance, September 30, 2023		3,811		$	-			46,593,317	$	4,660	$	98,704,114		(71,684,807	)	$	27,023,967
Balance		3,811		$	-			46,593,317	$	4,660	$	98,704,114		(71,684,807	)	$	27,023,967

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

SHF Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	For the nine months ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/ (loss)	$	3,345,020		$	(19,766,081	)
Adjustments to reconcile net income/ (loss) to net cash provided by/ (used in) operating activities:
Depreciation and amortization expense		551,356			1,086,535
Marketing expense settled via equity		25,000			-
Stock compensation expense (net of RSU tax adjustment)		1,502,129			2,951,336
Amortization of net deferred indemnified loan origination fees		(75,135	)		-
Interest expense		-			963,464
(Benefit)/ provision for credit losses		(158,586	)		377,614
Lease expense		22,467			110,273
Impairment of goodwill		-			13,208,276
Impairment of finite-lived intangible assets		-			3,680,463
Deferred tax expense/(benefit), net		36,562			(1,199,483	)
Change in the fair value of deferred consideration		(327,259	)		581,315
Change in fair value of warrant		(2,756,045	)		417,798
Changes in operating assets and liabilities:
Accounts receivable – trade		(115,882	)		10,858
Accounts receivable – related party		1,128,677			78,079
Contract assets		-			19,055
Prepaid expenses		291,562			84,478
Accrued interest receivable		(1,824	)		(83,017	)
Deferred underwriting payable		-			(550,000	)
Other current assets		82,657			150,817
Other current liabilities		12,574			61,621
Accounts payable		(92,114	)		(1,874,633	)
Accounts payable – related party		(470,722	)		(43,105	)
Accrued expenses		(220,930	)		(552,395	)
Contract liabilities		25,643			62,406
Net deferred indemnified loan origination fees		402,601			-
Security deposit		(682	)		(706	)
Net cash provided by (used in) operating activities		3,207,069			(225,032	)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Purchase of property and equipment		-			(208,434	)
Net repayment of loans		8,173			991,914
Net cash provided by investing activities		8,173			783,480
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repayment of senior secured promissory note		(2,242,536	)		-
Net cash used in financing activities		(2,242,536	)		-

Net increase in cash and cash equivalents		972,706			558,449
Cash and cash equivalents – beginning of period		4,888,769			8,390,195
Cash and cash equivalents – end of period	$	5,861,475		$	8,948,644
Supplemental disclosure of cash flow information
Interest paid	$	416,852		$	-
Non-Cash transactions:
Marketing expense settled via common stock	$	125,000		$	-
Shares issued for the settlement of PCCU debt obligation		-			38,406,408
Cumulative effect from adoption of CECL		-			581,321
Interest payment on senior secured promissory note		-			260,007
Reversal of deferred underwriting cost		-			900,500

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

SHF Holdings, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Business Operations

Business Description

SHF Holdings, Inc. (the “Company”), based in Golden, Colorado, specializes in financial technology designed to facilitate banking service solutions tailored to the cannabis industry. Initially, the Company’s operations were developed as a credit union service organization, and asset of Partner Colorado Credit Union (“PCCU”). A strategic reorganization on July 1, 2021 consolidated select assets and activities from PCCU into SHF LLC (“SHF”) under SHF Holding Co., LLC. On September 28, 2022, Northern Lights Acquisition Corp. (“NLIT”) acquired SHF, changing its name from Northern Lights Acquisition Corp. to SHF Holdings, Inc., (the “Business Combination”). The Business Combination aimed to enhance the Company’s financial services and market footprint in the cannabis sector.

Further expanding its capabilities, the Company acquired Rockview Digital Solutions, Inc. d/b/a Abaca (“Abaca”) on October 31, 2022. This merger, executed in two steps, positioned Abaca as a wholly-owned subsidiary, bolstering the Company’s fintech offerings and market reach.

The Company facilitates a range of financial services through its financial institution partners using a proprietary technology platform for deposit compliance and ongoing deposit activity compliance with banking regulations and regulators. These include access to business checking and savings accounts, cash management, commercial lending, courier services, remote deposit services, ACH payments, and wire payments. These services enable cannabis businesses to manage their finances effectively while ensuring regulatory compliance. The Company generates revenue from fee income, investment income, loan interest income and by offering compliance services to certain financial institutions serving the cannabis industry.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

i. Significant Accounting Policies

The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and results of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”).

Refer to Note 2 to the Company’s Annual Report on Form 10-K for a description of the Company’s significant accounting policies. The Company has included disclosures below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly, (ii) have material changes, or (iii) the Company views as critical as of the date of this report.

ii. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the rules and regulations of the SEC.

The accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, statements of shareholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the current year ending December 31, 2024 or other future interim periods. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC (the “2023 Form 10-K”).

The Company has made certain immaterial reclassifications to the statements of operations for the three and nine months ended September 30, 2023, to conform to the presentation for the three and nine months ended September 30, 2024. These reclassifications, totaling $197,307 and $581,315 for the three and nine months ended September 30, 2023 respectively, were moved from ‘Interest Expense’ to ‘Change in the Fair Value of Deferred Consideration’. Corresponding adjustments have been made to the statement of cash flows and the applicable notes to the unaudited condensed consolidated financial statements.

The condensed consolidated financial statements include the accounts of SHF Holdings, Inc. and its subsidiaries where the Company have controlling financial interests. All intercompany balances and transactions have been eliminated.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q.

iii. Concentrations of Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained substantially in accounts at PCCU, which are insured by the National Credit Union Share Insurance Fund (“NCUSIF”) up to regulatory limits. From time to time, cash balances may exceed the NCUSIF insurance limit. The Company has not experienced any credit losses associated with its cash balances in the past.

In addition to providing compliance and related services for its financial institution partners, the Company offers services to businesses operating primarily in the cannabis industry as well as businesses offering cannabis adjacent services. Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in the Company inability to execute our business plan.

Currently the Company substantially relies on PCCU to hold customer deposits and fund its originated loans. The majority of the Company’s revenue is generated by deposits and loans hosted by PCCU pursuant to a commercial alliance agreement dated March 29, 2023 between PCCU and the Company, as previously disclosed as an exhibit to the Form 10-K for the fiscal year ended December 31, 2023 (the “PCCU CAA”).

The Company had only one loan on its balance sheet as of September 30, 2024, which comprises 100% of the total loan balance. The Company also indemnified twenty-four loans as of September 30, 2024; of which three of these indemnified loans were in excess of 10% of the total balance.

iv. Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Material estimates that are particularly subject to change in the near term include the determination of the allowance for credit losses, indemnification liabilities, useful lives of intangibles and the fair value of financial instruments. Actual results could differ from the estimates.

v. Segments

We have determined that our Chief Executive Officer (“CEO”) serves as the Chief Operating Decision Maker (“CODM”), who regularly reviews the financial performance of the business on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The Company operates as one reportable segment and one operating segment, which focuses on providing financial services, particularly tailored to the cannabis industry.

In making this determination, we consider factors such as the nature of our operating activities, the organizational and reporting structure, and the information reviewed by the CODM to evaluate and allocate resources effectively. All of our assets are located within the United States.

vi. Liquidity and Going Concern

As of September 30, 2024, the Company had $5,861,475 in cash and net working capital deficit of $2,520,441, as compared to $4,888,769 in cash and net working capital deficit of $135,355 as of December 31, 2023. The retained deficit was $69,091,050 on September 30, 2024, and $71,569,821 on December 31, 2023. The Company has also generated operating income of $176,909 and $802,013 for the three and nine months ended September 30, 2024 respectively.

For the nine months ended September 30, 2024, the Company reported positive operating income. However, considering the historical data, where the Company experienced negative operating income and negative net working capital, management acknowledges the need to closely evaluate the financial performance in upcoming quarters to mitigate any going concern risks. As of September 30, 2024, due to these historical trends, there is substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these unaudited condensed consolidated financial statements were issued.

If the Company is not able to sustain its present level of operations, it may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned expansion programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result should the Company not continue as a going concern as a result of this uncertainty.

vii. Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

Adopted Standards

Current Expected Credit Losses (“CECL”)

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019-10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016-02. The standard is effective for annual reporting periods beginning after December 15, 2022 for private companies and SEC filers classified as smaller reporting entities, with early adoption permitted. Entities apply the standard’s provisions by recording a cumulative effect adjustment to retained deficit. The Company has adopted ASU 2016-13 as of January 1, 2023, utilizing the modified retrospective method.

CECL Transition Impact: The table below provides details on the transition impacts of adopting CECL. Other balance sheet lines not presented were not affected by CECL.

CECL Transition Impact:

Assets	December 31, 2022			Transition Adjustment			January 1, 2023
Loans receivable, gross	$	1,432,560		$	-		$	1,432,560
Less: Allowance for credit loss		(21,488	)		(14,980	)		(36,468	)
	$	1,411,072		$	(14,980	)	$	1,396,092

Liabilities & Equity	December 31, 2022			Transition Adjustment			January 1, 2023
Indemnity liability	$	499,465		$	566,341		$	1,065,806
Retained deficit		(39,695,281	)		(581,321	)		(40,276,602	)
	$	(39,195,816	)	$	(14,980	)	$	(39,210,796	)

Troubled Debt Restructurings and Vintage Disclosures

This Accounting Standard Update (ASU 2022-02) eliminates the recognition and measurement guidance on troubled debt restructurings for creditors that have adopted ASC 326 and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present current period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures. For entities that have adopted ASU 2016-13, this ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has adopted this standard as of January 1, 2023 and the ASU has not had a material impact on the Company’s unaudited condensed consolidated financial statements.

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

This Accounting Standard Update (ASU 2022-03) clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered when measuring fair value. Recognizing a contractual restriction on the sale of an equity security as a separate unit of account is not permitted. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has adopted this standard as of January 1, 2024 and the ASU has not had a material impact on the Company’s unaudited condensed consolidated financial statements.

Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848

This Accounting Standard Update (ASU 2022-06) defers the Sunset Date of ASC Topic 848, Reference Rate Reform (Topic 848), which provides temporary optional relief in accounting for the impact of Reference Rate Reform. This ASU is effective upon issuance (December 21, 2022) and generally can be applied through December 31, 2024. This ASU has not had a material impact on the Company’s unaudited condensed consolidated financial statements.

Investments-Equity Method and Joint Ventures

In March 2023, the FASB issued ASU 2023-02, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures using the Proportional Amortization Method. The FASB issued final guidance allowing entities to apply the proportional amortization method to equity investments in all tax credit programs that meet the conditions in ASC 323-740, rather than just investments in qualified affordable projects that generate low income housing tax credits, as was required under the legacy guidance. The guidance is effective for public business entities for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. This ASU has not had a material impact on the Company’s unaudited condensed consolidated financial statements.

Standards Pending to be Adopted

Business Combinations-Joint Venture Formations

In August 2023, the FASB issued 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60); Recognition and Initial Measurement. This ASU contains guidance requiring certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. This guidance is effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption is permitted. Joint Ventures formed before the effective date have the option to apply it retrospectively, while those formed after the effective date are required to apply it prospectively. The Company does not expect this ASU to have a material impact on its unaudited condensed consolidated financial statements.

Disclosure Improvements, “Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.”

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, “Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB codification.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this Update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. The Company does not expect this ASU to have a material impact on its unaudited condensed consolidated financial statements.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). This ASU requires public entities to provide disclosures of significant segment expenses and other segment items. It also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment will have to provide all the disclosures required by ASC 280, including the significant segment expense disclosures. This guidance is applied retrospectively to all periods presented, unless it is impractical. This ASU applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its unaudited condensed consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This ASU requires public business entities to disclose in their rate reconciliation table additional categories of information about income taxes paid, including certain disclosures that would be disaggregated by jurisdiction and other categories. This ASU is effective for fiscal years after December 15, 2024. Early adoption would be permitted. The Company does not expect this ASU to have a material impact on its unaudited condensed consolidated financial statements.

ASU 2024-01: Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards

ASU 2024-01 clarifies the scope applications of profits interest awards by adding illustrative guidance to ASC 718 “Compensation-Stock Compensation.” The amendments in the ASU apply to all reporting entities that account for profits interest awards as compensation to employees or non-employees in return for goods or services.

The term “profits interest” is not explicitly defined in U.S. GAAP. Rather, an IRS Revenue Procedure (Rev Proc 93-27) defines a “Profits Interest” as a “partnership interest other than a capital interest.” Unlike a capital interest, which provides rights to existing net assets of an entity, a profits interest only provides rights to future profits and/or equity appreciation of an entity. This distinction, along with other terms, conditions and characteristics of profits interests often complicates accounting decisions for profits interests, leading to diversity in practice whether to account for profits interests under ASC 718 or other U.S. GAAP.

The ASU introduces four (4) illustrative examples of fact patterns that demonstrate how an entity would apply the scope guidance in paragraph 718-10-15-3 to a profits interest or similar award with certain features.

The ASUs are effective for public entities for fiscal years beginning after December 15, 2024, including interim periods within those years. For all other entities, adoption is required for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its unaudited condensed consolidated financial statements.

ASU 2024-02: Codification Improvements—Amendments to Remove References to the Concepts Statements

The ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The FASB has a standing project on its agenda to address suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to U.S. GAAP. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance and other minor improvements. In the Board’s view, removing all references to Concept Statements in the guidance will simplify the codification and draw a distinction between authoritative and non-authoritative literature.

The amendments in the Update are effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. The Company does not expect this ASU to have a material impact on its unaudited condensed consolidated financial statements.

Note 3. Deferred Consideration

On November 11, 2022, as provided in Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2022, on November 11, 2022, the Company entered into the first Amendment to the Merger Agreement and Plan of Merger to that certain Agreement and Plan of Merger, dated as of October 29, 2022, by and among the Parent, SHF Merger Sub I, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub I”), SHF Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of the Company Security Holders (the “Merger Agreement”). The Merger Agreement provided for payment of $30 million through a mix of cash and stock. The payment structure included $9 million in cash, distributed in three equal installments, with the first installment occurring at the merger closing and the other installments being paid on the first and second anniversaries of the merger closing. Additionally, the Class A Common Stock consideration was settled through 2,100,000 Class A Common Stock which represented a monetary equivalent calculated against the closing trading price, alongside deferred stock consideration calculated with a 10-day VWAP formula. Adjustments were made via amendments to redefine the terms and conditions of the deferred stock and cash considerations. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2022.

A Second Amendment to the Merger Agreement, dated October 26, 2023, by and among the Company, Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of the Abaca security holders as referenced in Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2023 (the “Amended Abaca Merger Agreement”) amends the Merger Agreement to provide for deferred stock consideration of 5,835,822 shares of Class A Common Stock to be issued at the first anniversary of the Abaca Merger Agreement based on a recalculated value of $2.00 per share. No changes affected the scheduled cash payments under the Amended Abaca Merger Agreement/the Merger Agreement. Furthermore, a third-anniversary consideration of $1.5 million was introduced, payable in cash or Class A Common Stock at the Company’s discretion, alongside an issue of 5,000,000 stock warrants at an exercise price of $2.00 per share of Class A Common Stock. The adjustments and additional considerations have been valued and recorded according to ASC 815, reflecting changes in the fair value of deferred consideration in the consolidated statements of operations.

The change in the amount of deferred consideration from January 1, 2023, to September 30, 2024, is as follows:

	Stock Consideration			Cash Consideration			Third Anniversary Consideration Payment
January 1, 2023	$	11,456,639		$	5,650,775		$	-
Less: Working capital adjustment		(108,691	)		-			-
Less: Issuance of shares and payment to shareholders		(4,085,075	)		(3,000,000	)		-
Less: Issuance of Abaca warrants		(1,643,699	)		-			-
Less: Issuance of third anniversary payment consideration		(430,000	)		-			430,000
Less: Gain recognized in the consolidated statements of operations		(5,645,107	)		-			-
Add: Fair value adjustment		455,933			239,017			380,000
December 31, 2023		-			2,889,792			810,000
Add: Fair value adjustment		-			94,741			(422,000	)
September 30, 2024	$	-		$	2,984,533		$	388,000

On October 17, 2024, SHF Holdings, Inc. filed a declaratory judgment complaint in the District Court for the City and County of Denver, Colorado, under Case No. 2024CV33187, titled *SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll*. This complaint addresses issues related to the Second Amendment to the Merger Agreement, dated October 26, 2023 (Refer Note 20, Subsequent Events).

Note 4. Goodwill and Finite-lived Intangible Assets

Goodwill

The Company’s goodwill was derived from the Abaca Merger, where the purchase price exceeded the fair value of the net identifiable assets acquired. Goodwill is tested for impairment at least annually, or more frequently if a triggering event occurs.

In 2023, the Company conducted an interim goodwill and intangible impairment assessment on June 30, 2023, and found that the carrying value of goodwill exceeded its fair value, leading to the recognition of a $13,208,276 non-cash goodwill impairment charge in the Company’s consolidated statements of operations. The December 31, 2023, annual impairment test resulted in no additional impairment change recognized, as the fair value did not surpass the carrying value. As of September 30, 2024, and December 31, 2023, the carrying value of the company’s goodwill was $6,058,000.

As of September 30, 2024, the Company has not conducted an interim impairment assessment of its assets, due to the absence of any triggering events. Therefore, no additional impairment charges have been recognized in this reporting period.

As of September 30, 2024, and December 31, 2023, the Company’s accumulated goodwill impairment was $13,208,276.

Finite-lived intangible assets

The Company reviews its finite-lived intangible assets for impairment at least annually on December 31 unless any events or circumstances indicate it is more likely than not that the fair value of the finite-lived intangible assets is less than its carrying value.

In 2023, following a triggering event in the second quarter, the Company performed an interim goodwill and intangible asset impairment assessment. In accordance with our established policy, an annual review was also conducted on December 31, 2023. The finite-lived intangible assets evaluated include market-related intangibles, customer relationships, and developed technologies. The interim analysis resulted in an impairment charge of $3,680,463, attributed to the carrying values of market-related intangibles and customer relationships surpassing their fair values. The annual review further identified an impairment charge of $2,019,000 related to developed technologies.

As of September 30, 2024, the Company has not conducted an interim impairment assessment of its assets, due to the absence of any triggering events. Therefore, no additional impairment changes have been recognized in this reporting period.

Following is a summary of the Company’s finite-lived intangible assets as of September 30, 2024 and December 31, 2023:

	Remaining Useful Life in Years	December 31, 2023 (A)		Acquired in Acquisition (B)		Amortization (C)		Impairment (D)		September 30, 2024 (A+B-C-D)
Market related intangible assets	6.12 Years	$	65,216	$	-	$	7,126	$	-	$	58,090
Customer relationships	8.12 Years		56,775		-		4,805		-		51,970
Developed technology	5.12 Years		3,599,754		-		460,355		-		3,139,399
Total intangible assets		$	3,721,745	$	-	$	472,286	$	-	$	3,249,459

	Remaining Useful Life in Years	December 31, 2022 (A)		Acquired in Acquisition (B)		Amortization (C)		Impairment (D)		December 31, 2023 (A+B-C-D)
Market related intangible assets	6.87 Years	$	2,066,918	$	-	$	136,034		1,865,668	$	65,216
Customer relationships	8.87 Years		1,974,795		-		103,225		1,814,795		56,775
Developed technology	5.87 Years		6,579,374		-		960,619		2,019,001		3,599,754
Total intangible assets		$	10,621,087	$	-	$	1,199,878		5,699,464	$	3,721,745

During the nine months ended September 30, 2024, amortization expense and impairment of finite-lived intangible assets were $472,286 and $0, respectively, compared to $954,850 and $3,680,463, respectively, for the nine months ended September 30, 2023.

Note 5. Loans Receivable

Commercial real estate loans receivable, net consist of the following:

	September 30, 2024			December 31, 2023
Commercial real estate loans receivable, gross	$	396,405		$	404,577
Allowance for credit losses		(8,885	)		(10,723	)
Commercial real estate loans receivable, net		387,520			393,854
Current portion		(13,091	)		(12,391	)
Noncurrent portion	$	374,429		$	381,463

Allowance for Credit Losses

The allowance for credit losses is maintained at a level believed to be sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the loan portfolio. The Company’s estimated the allowance for credit losses on the reporting date in accordance with the credit loss policy described in Note 2 to the 2023 Form 10-K.

The allowance for credit losses consists of the following activity for the three and nine months ended September 30, 2024 and September 30, 2023:

Schedule of Allowance For Loan Losses

Three months ended September 30,	2024		2023
Allowance for credit losses
Beginning balance	$	8,833	$	19,169
Cumulative effect from adoption of CECL		-		-
Charge-offs		-		-
Recoveries		-		-
(Benefit)/ Provision		52		(4,736	)
Ending balance	$	8,885	$	14,433

Nine months ended September 30,	2024			2023
Allowance for credit losses
Beginning balance	$	10,723		$	21,488
Cumulative effect from adoption of CECL		-			14,980
Charge-offs		-			-
Recoveries		-			-
(Benefit)/ Provision		(1,838	)		(22,035	)
Ending balance	$	8,885		$	14,433

	September 30, 2024		September 30, 2023
Loans receivable:
Individually evaluated for an allowance for credit loss	$	-	$	-
Collectively evaluated for an allowance for credit loss		396,405		407,535
		396,405	$	407,535
Allowance for credit losses:
Individually evaluated for an allowance for credit loss	$	-	$	-
Collectively evaluated for an allowance for credit loss		8,885		14,433
		8,885	$	14,433

On September 30, 2024 and December 31, 2023, no loans were past due or classified as non-accrual.

Credit quality of loans:

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks credit quality indicators based on the loan payment status on monthly basis. The Company continuously evaluates the credit quality of each indemnified loan by assessing the risk factors and assigning a risk rating based on a variety of factors. The detailed breakdown of risk factors are described in Note 6 to the unaudited condensed consolidated financial statements.

The carrying value, excluding the CECL Reserve, of the Company’s loans held at carrying value within each risk rating is as follows:

Schedule of Risk Rating

Risk rating	September 30, 2024		December 31, 2023
4	$	-	$	404,577
6		396,405		-
Grand total	$	396,405	$	404,577

Note 6. Indemnification Liability

As discussed at Note 8 to the unaudited condensed consolidated financial statements, and pursuant to the PCCU CAA, PCCU funds loans through a third-party vendor. SHF earns the associated interest and pays PCCU a loan hosting payment at an annual rate of 0.35% of the outstanding loan principal funded and serviced by PCCU and 0.25% of the outstanding loan principle serviced by SHF. The schedule below details outstanding amounts funded by PCCU and categorized as either collateralized loans or unsecured loans and lines of credit.

Schedule of Outstanding Amounts

	September 30, 2024		December 31, 2023
Secured term loans	$	53,935,225	$	55,215,013
Unsecured loans and lines of credit		897,170		431,640
Total loans funded by PCCU	$	54,832,395	$	55,646,653

Secured loans contained an interest rate ranging from 8.00% to 13.00%. Unsecured loans and lines of credit contain an interest rate ranging from 10.00% to 12.50%. Unsecured lines of credit had incremental availability of $213,792 and $996,958 on September 30, 2024 and December 31, 2023, respectively.

SHF has agreed to indemnify PCCU for losses on certain PCCU loans. The indemnity liability reflects SHF management’s estimate of probable credit losses inherent under the agreement at the balance sheet date. The Company’s estimated indemnity liability on the reporting date was calculated in accordance with the allowance for credit loss and indemnity liability policies described in Note 2 to the Company’s 2023 Form 10-K.

The indemnity liability activity are as follows:

Schedule of Indemnity Liability

	2024			2023
	Nine months ended September 30,
	2024			2023
Beginning balance	$	1,382,408		$	499,465
Cumulative effect from adoption of CECL		-			566,341
Charge-offs		-			-
Recoveries		-			-
(Benefit)/ Provision		(156,748	)		399,649
Ending balance	$	1,225,660		$	1,465,455

As of September 30, 2024, the company’s entire loan portfolio was current and performing. However, as of December 31, 2023, one loan had been classified as nonaccrual. On December 29, 2023, the company successfully negotiated an amendment agreement to the nonaccrual loan agreement, resulting in the payment of all overdue amounts and restoring the loan to current status. During the second quarter of 2024, the company received the full principal amount of the loan, along with all accrued interest.

Credit quality of indemnified loans:

As part of the on-going monitoring of the credit quality of the Company’s indemnified loan portfolio, management tracks credit quality indicators based on the loan payment status on monthly basis. The Company continuously evaluates the credit quality of each indemnified loan by assessing the risk factors and assigning a risk rating based on a variety of factors. Risk factors include property type, geographic and local market dynamics, physical condition, projected cash flow, loan structure and exit plan, loan-to-value ratio, fixed charge coverage ratio, project sponsorship, and other factors deemed necessary. Based on a 10-point scale, the Company’s loans are rated “0” through “10,” from less risk to greater risk, which ratings are defined as follows:

Risk rating	Category	Description
0	Risk Free	Free of repayment risk. The loan is fully guaranteed by the full faith and backing of the US Government or entirely secured by cash controlled by SHF.
1	Highest Quality	High caliber loan with the lowest risk of default. Significant excess cash flow after debt service and moderate to low leverage.
2	Excellent	High quality loan that carry’s a low risk of default. Strong cash flow and relatively few negative individual risk factors.
3	Good	Loans with lower-than-average level of risk. Excess cash flow and other factors contributing to the overall low level of risk in the loan.
4	Average	Risk factors may be mixed with some negative and some positive aspects, but the overall rating will indicate an average level of risk.
5	Fair	Loans in this category have the maximum level of risk that can be accepted while still recommending a new loan for origination. The loan risk factors may contain multiple negative factors, but they are generally outweighed by the positive aspects of the loan.
6	Watch List	There is a temporary and curable condition resulting in a lower risk rating.
7	Special Mention	There is a potential weakness that may result in the deterioration of the prospect of repayment that are not temporary and may require additional collection or workout efforts.
8	Substandard	Loans in this category are inadequately protected by the current net worth and paying capacity of the obligors or of the collateral pledged and have well-defined weaknesses that jeopardize the liquidation of the debt with distinct possibility of loss. SHF may be required to advance additional funds to manage the loan. Escalated collection activities such as foreclosure have been scheduled with anticipated losses up to 20% of the outstanding balance.
9	Doubtful	Collection or liquidation in full highly questionable and improbable. Escalated collection activities such as foreclosure have commenced with anticipated losses from 20% to 50% of the outstanding balance.
10	Loss	Uncollectable loans. A complete write-off is imminent although a partial recovery may be affected in the future.

SHF has agreed to indemnify PCCU from all claims related to SHF’s cannabis-related business. Other than potential credit losses, no other circumstances were identified meeting the requirements of a loss contingency.

The carrying value, excluding the CECL Reserve, of the Company’s indemnified loans held at carrying value within each risk rating is as follows:

Risk rating	September 30, 2024		December 31, 2023
3	$	9,865,187	$	10,100,000
4		2,981,751		3,431,640
5		25,980,436		28,115,013
6		12,016,208		10,900,000
7		3,988,813		3,100,000
Grand total	$	54,832,395	$	55,646,653

The provision (benefit) for credit losses on the statement of operations consists of the following activity for the three months ended September 30, 2024 and September 30, 2023:

Schedule of Provision for Loan Losses

	Commercial real estate loans		Indemnity liability		Total		Commercial real estate loans			Indemnity liability			Total
	September 30, 2024						September 30, 2023
	Commercial real estate loans		Indemnity liability		Total		Commercial real estate loans			Indemnity liability			Total
Provision (benefit)	$	52		7,397		7,449	$	(4,736	)	$	(196,196	)	$	(200,932	)

The provision (benefit) for credit losses on the statement of operations consists of the following activity for the nine months ended September 30, 2024 and September 30, 2023:

	Commercial real estate loans			Indemnity liability			Total			Commercial real estate loans			Indemnity liability		Total
	September 30, 2024									September 30, 2023
	Commercial real estate loans			Indemnity liability			Total			Commercial real estate loans			Indemnity liability		Total
Provision (benefit)	$	(1,838	)		(156,748	)		(158,586	)	$	(22,035	)	$	399,649	$	377,614

Note 7. Property and Equipment, Net

Property and equipment consist of the following:

Schedule of Property and Equipment

	September 30, 2024			December 31, 2023
Equipment	$	45,397		$	45,397
Software		51,692			51,692
Improvement		71,635			71,635
Office furniture		215,504			215,504
Property and equipment, gross		384,228			384,228
Less: accumulated depreciation		(379,077	)		(300,008	)
Property and equipment, net	$	5,151		$	84,220

Note 8. Related Party Transactions

Commercial Alliance Agreement

On March 29, 2023, the Company and PCCU entered into the Commercial Alliance Agreement (referred to as “PCCU CAA”). This Agreement sets forth the terms and conditions governing the relationship between the Company and PCCU. The PCCU CAA sets forth the application, underwriting, loan approval, and foreclosure process for loans from PCCU to borrowers that are cannabis-related businesses and the loan servicing and monitoring responsibilities provided by the Company and PCCU. In particular, the PCCU CAA provides for procedures to be followed upon the default of a loan to ensure that neither the Company nor PCCU will take title to or possession of any cannabis-related assets, including real property, that may be collateral for a loan funded by PCCU pursuant to the PCCU CAA. Under the PCCU CAA, PCCU has the right to receive monthly fees for managing loans. For CRB loans, which are funded by PCCU but primarily managed by the Company, a yearly fee of 0.25% of the remaining loan balance is applied. On the other hand, loans both funded and serviced by the PCCU are charged a yearly fee of 0.35% on their outstanding balance. These fees are calculated using the average daily balance of each loan for the preceding month. In addition, the Company’s is obligated by the PCCU CAA to indemnify PCCU from certain default-related loan losses (as defined in the PCCU CAA).

In addition, the PCCU CAA provides for certain fees to be paid to the Company for certain identified account related services to include: all cannabis-related income, including all lending-related income (such as loan origination fees, interest income on CRB-related loans, participation fees and servicing fees), investment income, interest income, account activity fees, processing fees, flat fees, and other revenue generated from cannabis and multi-state hemp accounts that are hosted on PCCU’s core system for a monthly fee equal to $30.96 per account in 2022, $25.32-$27.85 per account in 2023, and $26.08-$28.69 in 2024. In addition, as it pertains to CRB deposits held at PCCU, investment and interest income earned on these deposits (excluding interest income on loans funded by PCCU) will be shared 25% to PCCU and 75% to the Company. Finally, under the PCCU CAA, PCCU will continue to allow its ratio of CRB-related deposits to total assets to equal at least 60% unless otherwise dictated by regulatory, regulator or policy requirements. The initial term of the PCCU CAA is for a period of two years, with a one-year automatic renewal unless a party provides one hundred twenty days’ written notice prior to the end of the term.

The schedule below demonstrates the ratio of CRB related loans funded by PCCU to the relative lending limits:

	September 30, 2024 (Unaudited)			December 31, 2023 (Unaudited)
CRB related deposits	$	89,002,717		$	129,350,998
Capacity at 60%		53,401,630			77,610,599
PCCU net worth		83,053,443			81,087,746
Capacity at 1.3125		109,007,644			106,427,667
Limiting capacity		53,401,630			77,610,599
PCCU loans funded		53,935,225			55,660,039
Amounts available under lines of credit		897,170			525,000
Incremental capacity*	$	(1,430,765	)	$	21,425,560

If the loans funded by PCCU exceed the limiting capacity, the PCCU CAA specifies that PCCU will be unable to fund additional loans until the incremental capacity is positive.

The revenue from the PCCU CAA recognized in the statements of operations consists of the following for the periods ended September 30, 2024, and September 30, 2023:

Schedule of Revenue from Operations


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Account servicing agreement	$	-	$	-	$	-	$	3,261,284
Commercial Alliance Agreement		3,130,486		3,380,128		10,194,593		6,791,346
Total	$	3,130,486	$	3,380,128	$	10,194,593	$	10,052,630
Revenue	$	3,130,486	$	3,380,128	$	10,194,593	$	10,052,630

The operating expenses from the PCCU CAA recognized in the statements of operations consists of the following for the periods ended September 30, 2024, and September 30, 2023:


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Support services agreement	$	-	$	-	$	-	$	378,730
Loan servicing agreement		-		-		-		11,928
Commercial Alliance Agreement		262,761		328,668		837,906		812,790
Total	$	262,761	$	328,668	$	837,906	$	1,203,448
Operating expense	$	262,761	$	328,668	$	837,906	$	1,203,448

The outstanding balances associated with PCCU disclosed in the balance sheet are as follows:

	September 30, 2024		December 31, 2023
Accounts receivable	$	966,643	$	2,095,320
Accounts payable		106,593		577,315
Senior Secured Promissory Note (Refer to Note 9 to the unaudited condensed consolidated financial statements)		11,768,630		14,011,166

Of the $5.86 million and $4.89 million of cash and cash equivalents on September 30, 2024 and December 31, 2023, respectively, $5.56 million and $4.6 million of the cash and cash equivalents, respectively, were held in deposit accounts at PCCU as a related party.

Note 9. Senior Secured Promissory Note

	September 30, 2024		December 31, 2023
Senior Secured Promissory Note (current)	$	3,105,906	$	3,006,991
Senior Secured Promissory Note (long term)		8,662,724		11,004,175
Total	$	11,768,630	$	14,011,166

On March 29, 2023, the Company and PCCU entered into definitive transaction documents to settle and restructure the deferred obligation following the Business Combination under which the Company has issued the five-year Senior Secured Promissory Note (the “PCCU Note”) in the principal amount of $14,500,000 bearing interest at the rate of 4.25% and a Security Agreement, as referenced in Exhibit 3 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2023, pursuant to which the Company will grant, as collateral for the PCCU Note, a first priority security interest in substantially all of the assets of the Company.

The PCCU Note amount will be paid in 54 installments of principal and interest of $295,487 each starting from November 5, 2023 and for the period between March 29, 2023, to October 5, 2023, the Company has paid the interest portion.

The repayment schedule of the outstanding principal amount of the PCCU Note as of September 30, 2024, is as follows:

Schedule of Outstanding Amount on Debt

Year of payment
2024	$	764,457
2025		3,138,931
2026		3,274,966
2027		3,416,896
2028		1,173,380
Grand total	$	11,768,630

Note 10. Leases

The Company has non-cancellable operating leases for facility space with varying terms. All of the active leases for facility space qualified for capitalization under FASB ASC 842, Leases. These leases have remaining lease terms between one to seven years and may include options to extend the leases for up to ten years. The extension terms are not recognized as part of the right-of-use assets. The Company has elected not to capitalize leases with terms equal to, or less than, one year. As of September 30, 2024, and December 31, 2023, net assets recorded under operating leases were $742,609 and $859,861 respectively, and net lease liabilities were $913,208 and $1,007,993, respectively.

The Company analyzes contracts above certain thresholds to identify leases and lease components. Lease and non-lease components are not separated for facility space leases. The Company uses its contractual borrowing rate to determine lease discount rates when an implicit rate is not available. Total lease cost for the three and nine months ended September 30, 2024 and September 30, 2023, included in Unaudited Condensed Consolidated Statements of Operations, is detailed in the table below:

Schedule of Lease Cost


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating lease cost	$	-	$	-	$	-	$	-
Short-term lease cost		66,170		87,951		199,805		246,694
Total Lease Cost	$	66,170	$	87,951	$	199,805	$	246,694

Schedule of Right of Use Assets

	September 30, 2024			December 31, 2023
ROU assets that are related to lease properties are presented as follows:
Beginning balance	$	859,861		$	1,016,198
Additions to right-of-use assets		-			-
Amortization charge for the period		(117,252	)		(156,337	)
Lease modifications		-			-
Ending balance	$	742,609		$	859,861

Further information related to leases is as follows:
Weighted-average remaining lease term		2.67 Years			3.42 Years
Weighted-average discount rate		6.87	%		6.87	%

Future minimum lease payments as of September 30, 2024, and December 31, 2023, are as follows:

	September 30,		December 31,
	2024		2023
Year
2024	$	53,680	$	197,520
2025		217,925		217,925
2026		222,275		222,275
2027		226,705		226,705
2028		231,216		231,216
Thereafter		117,709		117,710
Total future minimum lease payments	$	1,069,510	$	1,213,351
Less: Imputed interest		156,302		205,358
Operating lease liabilities		913,208		1,007,993
Less: Current portion		159,408		132,546
Non-current portion of lease liabilities	$	753,800	$	875,447

Note 11. Revenue

Disaggregated revenue

Revenue by type are as follows:

Schedule of Disaggregated Revenue


	Three months ended September 30,
	2024		2023
Deposit, activity, onboarding income	$	1,646,888	$	2,233,203
Safe Harbor Program income		19,230		7,312
Investment income		475,011		1,186,246
Loan interest income		1,341,501		906,213
Total Revenue	$	3,482,630	$	4,332,974


	Nine months ended September 30,
	2024		2023
Deposit, activity, onboarding income	$	4,949,478	$	7,036,444
Safe Harbor Program income		57,690		48,140
Investment income		1,749,447		4,023,940
Loan interest income		4,814,349		1,977,337
Total Revenue	$	11,570,964	$	13,085,861

Account fee income to the Company are derived from the businesses holding accounts with our financial institution partners and consists of deposit account fees, account activity fees, and onboarding income, each of which is recognized on a periodic basis as per the fee schedule with financial institution partners. The Company also receives income related to outsourced support of financial institutions providing banking to the cannabis industry whose income is recognized on the basis of usage as per the agreements. Loan interest income consist of interest earned on both direct and indemnified loans pursuant to the PCCU CAA. Investment income consists of interest earned on the daily deposits balances of the cannabis businesses held with the Company’s financial institution partners.

Under the Company’s PCCU CAA, the Company is obligated to remit 25% of the investment hosting fees to PCCU based on income which is classified as “General and Administrative Expenses” in the Consolidated Statements of Operations. During the three and nine months ended September 30, 2024, PCCU’s contributions to the Company’s revenues included $1,354,036 and $3,778,633, respectively from deposits, activities, and client onboarding, $434,949 and $1,601,611, respectively, from investment income, and $1,341,501 and $4,814,349, respectively, from loan interest income. The associated expenses for these revenues were $131,002 and $356,369, respectively, for account hosting, $96,870, and $374,591, respectively, for investment hosting fees, and $34,889 and $106,946, respectively, for loan servicing fees, all in accordance with the PCCU CAA, classified as “General and Administrative Expenses” in the Consolidated Statements of Operations. During the three and nine month ended September 30, 2023, PCCU’s contributions to the Company’s revenues included $1,287,669 and $4,051,353, respectively, from deposits, activities, and client onboarding, $1,186,246 and $4,023,940, respectively, from investment income, and $906,213 and $1,977,337, respectively, from loan interest income. The related expenses for these revenue streams were $54,729 and $170,987, respectively, for account hosting, $273,939 and $978,671, respectively, for investment hosting fees, and $25,120 and $53,790, respectively, for loan servicing fees, all in compliance with the Loan Servicing Agreement, classified as “General and Administrative Expenses” in the Consolidated Statements of Operations.

Note 12. Commitments and contingencies

The Company is involved in, or has been involved in, arbitrations or various other legal proceedings that arise from the normal course of its business. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material impact on the Company’s results of operations, balance sheets and cash flows due to defense costs, and divert management resources. The Company cannot predict the timing or outcome of these claims and other proceedings.

In connection with the issuance of Class A Common Stock to Abaca shareholders, the Company commits to registering the stock upon the exercise of Abaca Warrants if required by law or regulation to ensure the shares can be sold without restrictive legends, known as the “Warrant Registration Requirement”. Should this requirement arise, the Company is obliged to file a registration statement with the SEC within 45 calendar days of notification of the Warrant Registration Requirement. The failure to file within this timeframe constitutes an event of default. Moreover, the Company is dedicated to making the registration statement effective as promptly as possible and maintaining its effectiveness, along with a current prospectus, until the Warrants expire according to this Agreement’s terms. In the event a registration statement triggered by a Warrant Registration Requirement is not declared effective by the SEC within one year from its filing date, Warrant holders are entitled to exercise their Warrants on a cashless basis from the 366th day post-filing until the statement becomes effective.

Note 13. Earnings Per Share

Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For the Company’s diluted earnings per share calculation, the Company uses the “if-converted” method for preferred stock and convertible debt and the “treasury stock” method for Warrants and Options.

For the three month period ended September 30,	2024		2023
Net Income/ (loss)	$	353,817	$	(748,067	)
Weighted average shares outstanding – basic		55,501,354		49,257,988
Basic net income/ (loss) per share	$	0.01	$	(0.02	)
Weighted average shares outstanding – diluted		56,550,287		49,257,988
Diluted net income/ (loss) per share	$	0.01	$	(0.02	)

For the nine month period ended September 30,	2024		2023
Net Income/ (loss)	$	3,345,020	$	(19,766,081	)
Weighted average shares outstanding – basic		55,382,066		38,725,273
Basic net income/ (loss) per share	$	0.06	$	(0.51	)
Weighted average shares outstanding – diluted		56,430,999		38,725,273
Diluted net income/ (loss) per share	$	0.06	$	(0.51	)


Weighted average shares calculation – basic	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Company public shares		3,926,598		3,926,598		3,926,598		3,926,598
Company initial stockholders		3,403,175		3,403,175		3,403,175		3,403,175
PCCU stockholders		22,586,139		22,586,139		22,586,139		19,016,908
Issuance of Equity for Marketing Services		70,353		-		23,792		-
Shares issued for abaca acquisition		7,935,799		2,099,977		7,935,799		2,099,977
Restricted stock units issued		1,308,090		1,000,437		1,308,090		947,036
Conversion of preferred stock		16,271,200		16,241,662		16,198,473		9,331,579
Grand total		55,501,354		49,257,988		55,382,066		38,725,273
Weighted average shares outstanding - basic		55,501,354		49,257,988		55,382,066		38,725,273


Weighted average shares calculation - diluted	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Shares used in computation of basic earnings per share		55,501,354		49,257,988		55,382,066		38,725,273
Share based payments		210,133		-		210,133		-
Shares to be issued to Abaca shareholders		750,000		-		750,000		-
Conversion of preferred stock		88,800		-		88,800		-
Grand total		56,550,287		49,257,988		56,430,999		38,725,273

Certain share-based equity awards and warrants were excluded from the computation of dilutive earnings/ (loss) per share because inclusion of these awards would have had an anti-dilutive effect. The following table reflects the awards excluded.


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Warrants		12,036,588		7,036,588		12,036,588		7,036,588
Share based payments		2,209,915		2,588,650		2,209,915		2,588,650
Shares to be issued to Abaca shareholders		-		3,811,000		-		3,811,000
Conversion of preferred stock		-		6,433,839		-		6,433,839
Grand total		14,246,503		19,870,077		14,246,503		19,870,077

The holders of Series A Convertible preferred stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Convertible preferred stock equal (on an as-if-converted-to-Class-A-common stock basis) to and in the same form as dividends actually paid on shares of the Class A Common Stock when, as and if such dividends are paid on shares of the Class A Common Stock. No other dividends shall be paid on shares of Series A convertible preferred stock.

Note 14. Forward Purchase Agreement

On June 16, 2022, the Company entered into a Forward Purchase Agreement (“FPA”) with Midtown East Management NL, LLC (“Midtown East”), which subsequently assigned obligations to purchase 1,666,666 shares of Class A Common Stock each to Verdun Investments LLC (“Verdun”) and Vellar Opportunity Fund SPV LLC – Series 1 (“Vellar”) through assignment and novation agreements. The collective acquisition involved 3.8 million shares of Class A Common Stock, with Midtown East, Verdun, and Vellar waiving their redemption rights. The Company incurred costs totaling $39.6 million, comprising $39.3 million for the shares and an additional $0.3 million in related expenses post-closing. At the maturity of the FPA, the parties will receive the value of their shares multiplied by the Forward Price, as referenced in Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2022. They will also receive an additional amount in cash or shares, at the Company’s discretion. An early termination clause allows for the shares to be sold on the open market, with any proceeds exceeding the Reset Price, as referenced in Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2022, retained by the sellers. Following a price reset in 2022 to $1.25 per share, the FPA receivable was reduced from $37.9 million to $4.6 million. As of September 30, 2024, there have been no transactions by the FPA holders, and the value of the FPA receivable has remained unchanged. The reconciliation statement of the Class A Common Stock held by the parties are as follows:

Schedule of Forward Purchase Agreement

		As at December 31, 2023				Shares sold during the nine months ended September 30, 2024				As at September 30, 2024
S.no	Name of the party	Opening Shares (a)		Amount		Shares (b)		Amount		Shares (c=a-b)		Rest price (iii)		Amount (c x iii)
1	Vellar		971,204	$	1,214,005		-	$	-		971,204		1.25		1,214,005
2	Midtown East		1,517,924		1,897,405		-		-		1,517,924		1.25		1,897,405
3	Verdun		1,178,249		1,472,811		-		-		1,178,249		1.25		1,472,811
Grand total			3,667,377	$	4,584,221		-	$	-		3,667,377				4,584,221

Note 15. Warrant Liabilities

Public and Private Placement Warrants

As of September 30, 2024 and December 31, 2023, the Company had 5,750,000 Public Warrants and 264,088 Private Placement Warrants.

The Public and Private Placement Warrants may only be exercised for a whole number of Class A Common Stock.

The Public and Private Placement Warrants became exercisable on September 28, 2022, the date of the Business Combination and will expire on September 28, 2027, or earlier upon redemption or liquidation.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Redemption of warrants become exercisable when the price per share of Class A Common Stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the warrants:

●	in whole and not in part;
●	at a price of $0.01 per warrant;
●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
●	if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption rights; this is also the case if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

The Private Placement Warrants are identical to the Public Warrants, except that the private placement warrants and the Class A Common Stock issuable upon the exercise of the private placement warrants were not transferable, assignable or saleable, subject to certain limited exceptions. Additionally, the private placement warrants are exercisable on a cashless basis and non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

PIPE Warrants

As of September 30, 2024 and December 31, 2023, the Company had 1,022,500 PIPE Warrants, as referenced in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2022.

The PIPE Warrants have an adjusted exercise price of $5.00 per share of Class A Common Stock to be paid in cash (except if the shares underlying the warrants are not covered by an effective registration statement after the six-month anniversary of the closing date, in which case cashless exercise is permitted. The PIPE Warrants are also subject to adjustment for other customary adjustments for stock dividends, stock splits and similar corporate actions. The PIPE Warrants are exercisable for a period of five years following the Closing, or September 28, 2027. After exercise of a PIPE Warrant, the Company may be required to pay certain penalties if it fails to deliver the Class A Common Stock within a specified period of time.

Abaca Warrants

As of September 30, 2024, and December 31, 2023, the Company issued 5,000,000 Abaca warrants, as referenced in Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2023.

The 5,000,000 Abaca warrants have an exercise price of $2.00 per share of Class A Common Stock to be paid in cash. An Abaca Warrant may be exercised only during the period commencing 1 year of the Effective Date and terminating five (5) years from the effective date of the registration statement. The Company may, in its sole discretion, settle the Abaca Warrant when exercised, in whole or in part, in cash in lieu of issuing shares of common stock underlying the Warrant. The Company may elect to pay the Registered Holder in cash in the amount equal to the difference between the fair market value of the Company’s Class A Common Stock on the date of exercise and the warrant price ($2.00) multiplied by the number of shares of Class A Common Stock. The Company commits to promptly registering shares of Class A Common Stock issued upon Abaca Warrant exercises if required by law, ensuring these shares can be sold without restrictions. This registration must be filed within 45 days of receiving a notification of such a requirement, with failure to do so constituting a default. The Company will endeavor to keep the registration effective until the Warrants expire. If the registration isn’t effective within one year, Abaca Warrant holders may exercise their Warrants on a cashless basis, receiving shares based on a defined fair market value calculation. This process aims to facilitate the straightforward and lawful exercise of the Abaca Warrants, ensuring the shares issued are readily tradable without the need for restrictive legends.

Note 16. Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:

	○	Level 1 – Observable, unadjusted quoted prices in active markets
	○	Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability
	○	Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period.

Assets and Liabilities Reported at Fair Value on a Recurring Basis

Public Warrants:

Public warrants are recorded at fair value on a recurring basis. The Company obtains exchange traded price, of Level 1 inputs, based on observable data to value these warrants.

Private Placement Warrants:

Private Placement Warrants are recorded at fair value on a recurring basis based upon an internal Company assessed value of these derivatives with Level 3 inputs, which are derived from the Black-Scholes model.

PIPE Warrants:

PIPE Warrants are recorded at fair value on a recurring basis based upon an internal Company assessed value of these derivatives with Level 3 inputs, which are derived from the Black-Scholes model.

Abaca Warrants:

Abaca Warrants are recorded at fair value on a recurring basis. The Company assessed the value of these derivatives with Level 3 inputs. Level 3 inputs, based on unobservable data derived from the Black-Scholes model.

Third Anniversary Payment Consideration:

Third anniversary payment consideration are recorded at fair value on a recurring basis. The Company values these derivatives based on third party reports for Level 3 inputs. Level 3 inputs are based on unobservable data derived from the Black Scholes-Merton model.

Forward Purchase Option Derivatives:

Forward purchase option derivatives are recorded at fair value on a recurring basis. In 2022, the Company values these derivatives based on third party reports for Level 3 inputs. In 2023 and 2024, no significant risk factor changes affecting forward purchase option derivative values were noted.

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy on September 30, 2024 and December 31, 2023:

	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Unobservable Inputs (Level 3)		Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Unobservable Inputs (Level 3)
	September 30, 2024						December 31, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Unobservable Inputs (Level 3)		Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Unobservable Inputs (Level 3)
Description
Liabilities:
PIPE warrants	$	86,227		-		86,227	$	273,124		-		273,124
Public warrants	$	200,100		200,100		-	$	481,850		481,850		-
Private placement warrants	$	9,359		-		9,359	$	25,070		-		25,070
Abaca warrant	$	1,112,398		-		1,112,398	$	3,384,085		-		3,384,085
Forward purchase derivative liability	$	7,309,580		-		7,309,580	$	7,309,580		-		7,309,580
Third anniversary payment consideration	$	388,000		-		388,000	$	810,000		-		810,000
Liabilities	$	388,000		-		388,000	$	810,000		-		810,000

Assets Measured at Fair Value on a Nonrecurring Basis

Assets that are measured at fair value on a nonrecurring basis primarily comprises of property, plant and equipment, right-to-use assets, finite lived intangible assets and goodwill. The Company does not record these at fair value on a recurring basis, however, the carrying value of the assets may be reduced to fair value when the Company determines that impairment has occurred.

At December 31, 2023, the Company’s developed technology asset were measured at fair value on a nonrecurring basis as result of annual impairment testing. In order to evaluate the fair value of the developed technology asset, the annual impairment test employed the Relief from Royalty Method for accurately reflecting market conditions and asset performance.

The following table presents the carrying amounts and fair values of financial instruments measured on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

As on December 31, 2023

Carrying

amount

Fair value

Fair value measurement using

Level 1

Level 2

Level 3

Assets

Developed Technology

3,599,754

The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the finite lived intangible assets as of their measurement dates:

As on December 31, 2023	Developed technology
Royalty rate		6.50	%
Discount rate		14.25	%
Estimated useful life		5.87 years
Tax rate		25	%
Fair value measurements inputs		25	%

There were no assets or liabilities recorded at fair value on a nonrecurring basis for the period ended September 30, 2024.

Fair Value of Financial Instruments

The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. With the exceptions of loans receivable, warrants and forward purchase option derivatives, the Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments.

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

					Level 1		Level 2		Level 3
	As on September 30, 2024
	Carrying amount		Fair value		Fair value measurement using
					Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	5,861,475	$	5,861,475	$	5,861,475	$	-	$	-
Forward purchase receivables		4,584,221		4,584,221		4,584,221		-		-
Loans		352,610		361,681		-		-		361,681
Liabilities
Deferred consideration		2,984,533		2,984,533		2,984,533		-		-
Senior Secured Promissory note		11,768,630		10,875,318		-		-		10,875,318
Public warrants		200,100		200,100		200,100		-		-
Private placement warrants		9,359		9,359		-		-		9,359
PIPE Warrants		86,227		86,227		-		-		86,227
Abaca Warrants		1,112,398		1,112,398		-		-		1,112,398
Third anniversary payment consideration		388,000		388,000		-		-		388,000
Forward purchase derivative		7,309,580		7,309,580		-		-		7,309,580

					Level 1		Level 2		Level 3
	As on December 31, 2023
	Carrying amount		Fair value		Fair value measurement using
					Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	4,888,769	$	4,888,769	$	4,888,769	$	-	$	-
Forward purchase receivables		4,584,221		4,584,221		4,584,221		-		-
Loans		330,579		363,561		-		-		363,561
Liabilities
Deferred consideration		2,889,792		2,889,792		2,889,792		-		-
Senior secured promissory note		14,011,166		12,750,204		-		-		12,750,204
Public warrants		481,850		481,850		481,850		-		-
Private placement warrants		25,070		25,070		-		-		25,070
PIPE warrants		273,124		273,124		-		-		273,124
Abaca warrants		3,384,085		3,384,085		-		-		3,384,085
Forward purchase derivative		7,309,580		7,309,580		-		-		7,309,580
Third anniversary payment consideration		810,000		810,000		-		-		810,000

The change in the assets measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value are presented in the following table:

		PIPE Warrants			Abaca Warrant			Private Placement Warrants			Third Anniversary Payment Consideration			Forward Purchase Derivative
	For the period ended September 30, 2024
		PIPE Warrants			Abaca Warrant			Private Placement Warrants			Third Anniversary Payment Consideration			Forward Purchase Derivative
Balance as at December 31, 2023	$	273,124		$	3,384,085		$	25,070		$	810,000		$	7,309,580
Fair value adjustment		(83,904	)		(1,115,653	)		(4,755	)		(216,000	)		-
Balance as at the March 31, 2024	$	189,220		$	2,268,432		$	20,314		$	594,000		$	7,309,580
Fair value adjustment		(66,801	)		(929,796	)		(4,014	)		(243,000	)		-
Balance at the June 30, 2024	$	122,419		$	1,338,636		$	16,301		$	351,000		$	7,309,580
Fair value adjustment		(36,192	)		(226,238	)		(6,942	)		37,000			-
Balance at the September 30, 2024	$	86,227		$	1,112,398		$	9,359		$	388,000		$	7,309,580

	PIPE Warrants			Abaca Warrant		Private Placement Warrants			Third Anniversary Payment Consideration		Forward Purchase Derivative
	For the period ended September 30, 2023
		PIPE Warrants			Abaca Warrant		Private Placement Warrants			Third Anniversary Payment Consideration		Forward Purchase Derivative
Balance as at December 31, 2022	$	286,300		$	-	$	19,110		$	-	$	7,309,580
Fair value adjustment		(211,538	)		-		(11,157	)		-		-
Balance as at the March 31, 2023	$	74,762		$	-	$	7,953		$	-	$	7,309,580
Fair value adjustment		(5,931	)		-		(1,158	)		-		-
Balance at the June 30, 2023	$	68,831			-	$	6,795			-	$	7,309,580
Fair value adjustment		181,528			-		29,825			-		-
Balance at the September 30, 2023	$	250,359			-	$	36,620			-		7,309,580

As of September 30, 2024 and on December 31, 2023, the valuation of Private Placement Warrants, PIPE warrants, and Abaca warrants was carried out using the Black-Scholes model, while the fair value of the Abaca third anniversary payment consideration was determined using the Black Scholes Merton Option pricing model. As of September 30, 2024 and December 31, 2023, these warrants were valued using Level 3 inputs.

As of December 31, 2023, the Company assessed the fair value of its Forward Purchase Agreement (FPA) derivative utilizing a Monte Carlo Simulation within a risk-neutral setting, which is a particular instance of the Income Approach, based on calculations from December 31, 2022. Throughout the periods ended September 30, of 2023 and 2024, there were no notable alterations in risk factors that would impact the valuation of the FPA derivative. Consequently, management retained the December 31, 2022, valuation for December 31, 2023 and September 30, 2024. The Company will continue to monitor the fair value of the forward option derivative each reporting period with subsequent revisions to be recorded in the Statements of Operations.

During the period ended September 30, 2023 and 2024, there were no changes in the classification of financial instruments within Level 2 and Level 3 of the fair value hierarchy.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the private placement warrants and public warrants as of their measurement dates:

		PIPE Warrants			Private Warrants		Third Anniversary Payment Consideration		Abaca Warrants			PIPE Warrants		Private Warrants		Third Anniversary Payment Consideration		Abaca Warrants
				September 30, 2024							December 31, 2023
		PIPE Warrants			Private Warrants		Third Anniversary Payment Consideration		Abaca Warrants			PIPE Warrants		Private Warrants		Third Anniversary Payment Consideration		Abaca Warrants
Exercise price	$	5			11.5		-		2		$	5		11.5		-		2
Share Price	$	0.55			0.55		0.55		0.55		$	1.42		1.42		1.42		1.42
Expected term (years)		2.99			2.99		1.01		4.07			3.74		3.74		1.76		4.84
Volatility		90.00	%		90.00	%	90.00	%	90.00	%		62.95	%	62.95	%	62.95	%	62.95	%
Risk-free rate		4.59	%		4.59	%	4.59	%	4.31	%		4.25	%	4.25	%	4.25	%	4.25	%
Warrants and rights outstanding, measurement input		4.59	%		4.59	%	4.59	%	4.31	%		4.25	%	4.25	%	4.25	%	4.25	%

The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the forward purchase derivatives as of their measurement dates on September 30, 2024 and December 31, 2023:

	September 30, 2024			December 31, 2023
Reset Price	$	1.25		$	1.25
Expected term (years)		0.99			1.74
Additional Maturity Consideration per share	$	2.00		$	2.00
Volatility		46	%		46	%
Risk-free rate		4.2	%		4.2	%
Risk-adjusted discount rate		13.4	%		13.4	%
Derivative liability, measurement input		13.4	%		13.4	%

Note 17. Tax

For the nine months ended September 30, 2024, the Company recorded income tax expense of $55,579 for continuing operations. The effective tax rate of 24.97% for the nine months ended September 30, 2024, varied from the statutory United States federal income tax rate of 21.00% primarily because of state income taxes, net of the federal benefit, and adjustments to the fair market value of warrant liabilities The Company has net deferred tax assets of $43,802,927 and $43,829,019 as of September 30, 2024, and December 31, 2023, respectively. The Company considers their deferred tax assets to be realizable and has not established a valuation allowance, as it is considered more likely than not that the Company will utilize deferred tax assets in future periods through future taxable income.

The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of both September 30, 2024, and December 31, 2023, the Company has no unrecognized income tax benefits.

Note 18. 401(k) Plan

The Company offers to all employees a tax-qualified retirement contribution plan, with the Company’s 100% matching contribution up to 4% of a participant’s eligible compensation. The Company’s consolidated matching contributions for the three and nine months ended September 30, 2024, amounted to $28,853 and $92,800, respectively, and for the three and nine months ended September 30, 2023 amounted to $14,866 and $48,955, respectively.

Note 19. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1,250,000 shares of preferred stock, with a par value of $0.0001 per share, with such designation rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2024, there were 111 shares of Class A Preferred Stock issued and outstanding, and there were 1,101 shares of Class A Preferred Stock issued and outstanding on December 31, 2023. The holders of preferred stock shall be entitled to receive, and the Company shall pay, dividends on shares of preferred stock equal (on an as-if-converted-to-Class-A-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Class A Common Stock when, as and if such dividends are paid on shares of the Class A Common Stock. No other dividends shall be paid on the preferred stock. The terms of the preferred stock provide for an initial conversion price of $10.00 per share of Class A Common Stock, which conversion price is subject to downward adjustment on each of the dates that are 10 days, 55 days, 100 days, 145 days and 190 days after the effectiveness of a registration statement registering the shares of Class A Common Stock issuable upon conversion of the preferred stock to the lower of the Conversion Price and the greater of (i) 80% of the volume weighted average price of the Class A Common Stock for the prior five trading days and (ii) $2.00 (the “Floor Price”), provided that, so long as a preferred stock holders continues to hold any preferred shares, such preferred stock holder will be entitled to receive the aggregate shares of Class A Common Stock that would be issuable based upon its initial purchase of preferred stock at the adjusted Conversion Price. Additionally, on January 25, 2023, at a special meeting of the Company’s stockholders, the stockholders approved a reduction in the floor conversion price of the outstanding preferred stock from $2.00 per share to $1.25 per share.

Common Stock

The Company is authorized to issue up to 130,000,000 shares of Class A Common Stock, with a par value of $.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of September 30, 2024 and December 31, 2023, there were 55,673,327 and 54,563,372 shares of Class A Common Stock issued and outstanding, respectively. As of September 30, 2024 and December 31, 2023, 3,667,377 Class A Common Stock are held by the purchasers under Forward Purchase Agreement dated June 16, 2022, by and among the Company and such purchasers.

2022 Equity Incentive Plan

Share-based compensation expense recognized in the nine months ended September 30, 2024 and September 30, 2023 totaled $1,551,923 and $2,951,336, respectively.

Share-based compensation expense recognized in the three months ended September 30, 2024 and September 30, 2023 totaled $387,662 and $422,294, respectively.

The 2022 Equity Incentive Plan was approved by the Company’s stockholders on June 28, 2022. The 2022 Plan permits the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and performance compensation awards. The Company has not issued stock appreciation rights, restricted stock, stock bonus awards, or performance compensation awards in the nine months ended September 30, 2024 and September 30, 2023.

Stock Options

Stock options are awarded to encourage ownership of the Company’s Class A Common Stock by employees and to provide increased incentive for employees to render services and to exert maximum effort for the success of the Company. The Company’s incentive stock options generally permit net-share settlement upon exercise. The option exercise price, vesting schedule and exercise period are determined for each grant by the administrator (person appointed by board to administer the stock plans) of the applicable plan. The Company’s stock options generally have a 10-year contractual term.

The assumptions used to determine the fair value of options granted in the nine months ended September 30, 2024, using the Black-Scholes-Merton model are as follows:

Dividend yield	-		%
Risk-free interest rate	3.62 to 4.23		%
Expected volatility (weighted-average and range, if applicable)		100	%
Expected term		6 to 6.5 years

The expected term of the options granted is calculated based on the simplified method by taking average of contractual term and vesting period the awards. The shares and the redeemable warrants of the Company were listed on the stock exchange for a limited period of the time and the share price has also dropped significantly from the date of listing. Based on these factors Management has considered the expected volatility at 100% for the current period. The risk-free interest rate used is the current yield on U.S. Treasury notes with a term equal to the expected term of the options at the grant date. The expected dividend yield is based on annualized dividends on the underlying share during the expected term of the option.

A summary of the Company’s stock option activities and related information for the nine months ended September 30, 2024 is as follows:

Stock Option	No. of Stock Option			Weighted- Average Grant Date Fair Value Per Stock Option		Weighted- Average Remaining Contractual Life (in Years)
December 31, 2023		2,286,010		$	5.43		1.65
Granted		-			-		-
Exercised		-			-
Expired		-			-		-
Cancelled / Forfeited		(97,720	)		3.87		-
September 30, 2024		2,188,290			5.50		0.90

A summary of the Company’s stock option activities and related information for the nine months ended September 30, 2023 is as follows:

Stock Option	No. of Stock Option			Weighted- Average Grant Date Fair Value Per Stock Option		Weighted- Average Remaining Contractual Life (in Years)
December 31, 2022		2,170,000		$	3.53		2.02
Granted		336,730			1.03		2.76
Exercised		-			-		-
Expired		-			-		-
Cancelled / Forfeited		(251,880	)		3.62		-
September 30, 2023		2,254,850		$	3.15		1.90

The following options were outstanding at their respective exercise price:

Schedule of Options Outstanding

Exercise price options outstanding	September 30, 2024		September 30, 2023
$1.56		365,290		359,355
$2.58		350,000		350,000
$4.00		223,000		295,495
$6.67		1,250,000		1,250,000
Total		2,188,290		2,254,850

Restricted Stock Units (“RSUs”)

A summary of the Company’s RSU activities and related information for the nine months ended September 30, 2024 is as follows:

Schedule of Restricted Stock Units

Restricted Stock Units	No. of RSU			Weighted- Average Grant Date Fair Value Per RSU		Weighted- Average Remaining Contractual Life (in Years)
December 31, 2023		323,500		$	0.98		2.00
Granted		-			-		-
Vested		(107,833	)		1.31		-
Expired		-			-		-
Cancelled / Forfeited		(5,533	)		-		-
September 30, 2024		210,133		$	1.31		1.25

A summary of the Company’s RSU activities and related information for the nine months ended September 30, 2023 is as follows:

Restricted Stock Units	No. of RSU			Weighted- Average Grant Date Fair Value Per RSU		Weighted- Average Remaining Contractual Life (in Years)
December 31, 2022		-		$	-		-
Granted		1,600,028			0.99		2.76
Vested		-			-		-
Expired		-			-		-
Cancelled / Forfeited		(10,300	)		1.31		-
September 30, 2023		1,589,728		$	0.98		2.25

The following RSU were outstanding at their respective vest price:

Vest price RSU outstanding	September 30, 2024		September 30, 2023
$1.31		210,133		1,589,728
Total		210,133		1,589,728

Stock-Based Compensation to Vendor

On September 3, 2024, the Company issued 242,326 shares of common stock to Outside The Box Capital Inc. as compensation for marketing and distribution services under a Marketing Services Agreement. The fair value of the common stock issued was determined based on the market price of the Company’s stock on the grant date, which was $0.619 per share, resulting in a total fair value of $150,000. The fair value of the award is recorded as an expense under “ General and administrative expenses “ in the income statement, with the expense being recognized over the service period from September 4, 2024, to March 3, 2025, aligning with the period during which the services are rendered. In accordance with ASC 718, “Compensation—Stock Compensation,” as updated by ASU 2018-07, the stock award has been classified as equity as it is settled through the issuance of common stock and does not contain any terms requiring cash settlement or other liabilities.

Note 20. Subsequent events

As previously disclosed by the Company in a Current Report on Form 8-K filed on April 8, 2024, the Company received a notification letter from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the 30 prior consecutive business days, the Company did not maintain a minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”) for its Class A Common Stock, $0.0001 par value per share (the “Common Stock”), and thus, the Company no longer met the Minimum Bid Price Requirement. On October 3, 2024, the Company received notice from Nasdaq Staff advising that the Company is eligible for an additional 180 calendar day period, or until March 31, 2025, to regain compliance with Nasdaq’s Minimum Bid Price Requirement based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time before March 31, 2025, the bid price of the Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the second compliance period, the Common Stock will become subject to delisting. In the event that the Company receives notice that the Common Stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. However, the Company intends to actively monitor the closing bid price for the Common Stock and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. If the Company chooses to implement a reverse stock split, we must complete the reverse stock split no later than 10 business days prior to the expiration date of the additional compliance period on March 31, 2025 in order to timely regain compliance.

As reported on its Current Report on Form 8-K, on October 17, 2024 the Company caused a declaratory judgment 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 County District Court (“Declaratory Judgement Complaint”). The Declaratory Judgement Complaint was filed related to the Amended Abaca Merger Agreement, dated October 26, 2023. On November 4, 2024, in connection with the Declaratory Judgment Complaint, the Company filed a motion with the court requesting that the court authorize the Company to deposit the $3,000,000 payment owed pursuant to the Amended Abaca Merger Agreement into the court’s registry so that it can be distributed in accordance with the terms of the Amended Abaca Merger Agreement.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited Condensed Consolidated Financial Statements and the related notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Unless the context otherwise requires, references in this section to “we,” “us,” or “our” refer to SHF Holdings, Inc and its subsidiaries (herein referred to as the “Company”). References to “management” refer to our officers and Board of Directors. The following discussion and analysis of our financial performance and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, results of operations, revenues, operating expenses, and capital expenditures, sales and marketing initiatives and competition. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “suggests,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

We discuss many of these risks in other filings we make from time to time with the SEC. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q, which are inherently subject to change and involve risks and uncertainties. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

Investors should read this Quarterly Report on Form 10-Q and the documents that we reference in this report and have filed with the SEC, including our Annual Report on Form 10-K, filed with the SEC on April 1, 2024, with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview

We provide services to a variety of cannabis-industry participants in 41 states, including financial institutions that support business banking, private banking and commercial banking services to their customers, particularly those customers conducting business in or adjacent to the cannabis industry. Our services include, among other things:

	●	regulatory compliance consulting and software enabled service for maintaining “Know Your Customer” (“KYC”) and Bank Secrecy Act (“BSA”) compliance to financial institutions, principally conducted vis-à-vis our proprietary financial services platform;
	●	the origination, onboarding, verification, and servicing of cannabis-related deposit business for and on behalf of our partner financial institutions; and
	●	sourcing, underwriting, servicing, and administering loans issued to cannabis businesses and related entities, which are often also our customers, as well as being customers of our partner financial institutions.

Financial Services Platform

The Company has developed and commercialized a software-based services platform for financial institutions providing banking services to cannabis-related businesses (“CRBs”). Our software enabled services access and maintain reliable financial information to enable both our financial institution clients and our CRB clients to meet regulatory requirements. Our platform has been streamlined and fine-tuned since 2014. Our software platform enables the Company’s staff to efficiently guide financial institution clients and CRBs desiring banking services through the onboarding, validation and monitoring process. Our automated platform provides for an efficient and effective management tool allowing our employees to provide continuity of service while enabling compliance staff to monitor BSA activities.

Through the Company’s financial services platform, our financial institution clients have the ability to provide CRBs with access to traditional financial services including wires, debit, ACH, remote deposit capture, business checking and savings accounts, courier and vaulting services, cash management accounts and commercial lending. We believe our services have been implemented consistent with applicable law and regulations, ensuring our financial institution clients will be able to provide CRBs with reliable access to these services. We feel our history of developing processes that satisfy regulatory standards has resulted in a solid reputation with related authorities and solidifies our ability to continue to grow existing services while simultaneously reducing barriers to expanding into new service offerings.

CRB Deposits

The Company maintains relationships with PCCU and other financial institutions in which CRBs’ funds are deposited and monetary transactions are performed. The Company’s agreements with the financial institution allow the Company’s platform to interface with the financial institution’s core banking systems to monitor account activity for those accounts the Company facilitated the onboarding.

The Company earns income on deposit activity and from onboarding fees, which have historically been the majority of our revenue. When we help establish a new relationship between a CRB or ancillary service provider with our financial institution clients for which the Company provides its onboarding services, an initial onboarding fee is assessed based on the type and complexity of the business. Onboarding is an important part of the KYC requirements set forth in federal guidance. Additionally, the Company assesses fees monthly based on the frequency and amount of deposit activity fees of the applicable CRB client. These fees are also based on business type and size.

The Company earns investment income based on the balances maintained on deposit by our CRB clients with our financial institution clients. Our financial institution clients invest the deposits of our CRB clients principally in US Treasury Federal Overnight Securities. We recognize revenue pursuant to the interest earned on these deposit balances and incur a cost of revenue we owe to the financial institution for facilitating the investment activity. Under our PCCU CAA, the Company pays 25% of the investment income as a hosting cost of revenue fee to PCCU based on the earned investment income from the CRB deposit balances maintained at PCCU. Through its relationship with PCCU, depository amounts invested are typically restricted to low-risk assets with high liquidity and modest returns. The investment income is significantly influenced by the levels of CRB deposits and the prevailing interest rate environment for cash and similar assets.

Commercial Lending Program

We earn interest income from lending activity we facilitate between our CRB clients and our financial institution clients and to a lesser extent, direct lending by the Company. The robust CRB deposits onboarded by the Company and held at PCCU provide a strong foundation for lending capacity. In 2020, the Company launched a commercial lending program that has developed to be our largest revenue component by value and percentage. The program focuses on senior secured lending, with smaller unsecured loans also being considered. Collateral types include real estate, equipment, and other business assets.

Currently, lending is primarily funded through PCCU. The Company is seeking relationships with additional financial institutions and other sources of working capital to directly fund the loans. The Company, in collaboration with third parties manages loan underwriting and loan servicing. As the program develops, the Company intends to establish a full-service internal lending function to perform a larger percentage of the underwriting and servicing activities, improve efficiency and increase profitability of this revenue element.

Key Metrics

In addition to the measures presented in our unaudited condensed consolidated financial statements, our management regularly monitors certain measures in the operation of our business. These key metrics are discussed below.

Non-GAAP Measures

We use certain non-GAAP measures, referenced in this MD&A. These measures are not recognized measures under GAAP and do not have a standardized meaning prescribed by GAAP and therefore may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation from nor as a substitute for our financial information reported under GAAP. We use non-GAAP measures including EBITDA, Adjusted EBITDA and Adjusted EBITDA margin which may be calculated differently by other companies. These non-GAAP measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on GAAP measures. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented. We also recognize that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of companies within our industry.

Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income before taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net (loss)/income (the most directly comparable U.S. GAAP financial measure) to EBITDA and from EBITDA to Adjusted EBITDA.

We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are as follows:

●

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and both EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

●

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and

●

EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.

Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net loss and our other U.S. GAAP results.

A reconciliation of net income to non-GAAP EBITDA and Adjusted EBITDA is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net (loss)/income	$	353,817		$	(748,067	)	$	3,345,020		$	(19,766,081	)
Interest expense		161,716			159,533			484,718			963,464
Depreciation and amortization		160,857			288,871			551,356			1,086,535
Taxes		6,837			61,941			55,579			(1,199,483	)
EBITDA	$	683,227		$	(237,722	)	$	4,436,673		$	(18,915,565	)

Other adjustments –
(Benefit)/ Provision for credit losses		7,449			(200,932	)		(158,586	)		377,614
Change in the fair value of warrants		(414,272	)		860,735			(2,756,045	)		417,798
Change in the fair value of deferred consideration		68,811			197,307			(327,259	)		581,315
Stock based compensation		387,662			422,294			1,551,923			2,951,336
Impairment of goodwill and finite-lived intangible assets		-			-			-			16,888,739
Loan origination fees and costs		31,408			11,431			78,581			12,178
Adjusted EBITDA	$	764,285		$	1,053,113		$	2,825,287		$	2,313,415

For the three and nine months ended September 30, 2024, our EBITDA income improved primarily as a result of decrease in General and Administrative expenses. This reduction was driven by lower investment hosting fees, decreased amortization and depreciation expenses, and reduced business insurance costs. Additionally, there were decreases in compensation, employee benefits, marketing expenses, and other insurance costs. These factors contributing to our financial performance are further discussed in the “Discussion of our Results of Operations” section below. Other adjustments include estimated future credit losses not yet realized, including amounts indemnified to PCCU for loans funded by them. The Company has entered into a Commercial Alliance Agreement with PCCU (referred to as “PCCU CAA”), pursuant to which the Company agreed to indemnify PCCU for claims associated with CRB activities including any loan default related losses for loans funded by PCCU. Deferred loan origination fees and costs represent the change in net deferred loan origination fees and costs. When included with a new loan origination, we receive an upfront loan origination fee in conjunction with new loans funded by our financial institution partners and incur costs associated with originating a specific loan. For accounting purposes, the cash received for loan origination fees and costs is initially deferred and recognized as interest income utilizing the interest method.

Other Metrics

For our business operations, we monitor the following key metrics.

Total account balances, number of accounts and average account balances

Our lending capacity is dependent on the size of our managed deposit base and number of active accounts. In addition, fees are generated based on open accounts and account activity. We monitor account activity including deposits, withdrawals and ending account balance daily. Total account balances represent the balance of onboarded and monitored deposits on hand at financial institution clients at period end. Average account balance represents the total account balance divided by the number of accounts at the period end.

Account fees per average active accounts managed

Currently a significant amount of our fees are generated from account openings, active accounts and account activity. As a result, we monitor account openings and closings on a daily, weekly and monthly basis. We strive to meet the appropriate balance between depository balances and fees and therefore review account fees per average number of active accounts managed.

Three months ended September 30,			2024		2023		Change ($)			Change (%)
Average monthly ending deposit balance	(1	)	$	111,202,938	$	216,852,258		(105,649,320	)		(48.72	)%
Average Account fees	(2	)	$	410,776	$	723,714		(312,938	)		(43.24	)%
Average active accounts	(3	)		745		986		(241	)		(24.41	)%
Average account balance	(4	)	$	149,199	$	219,931		(70,732	)		(32.16	)%
Average fees per account	(4	)	$	551	$	734		(183	)		(24.91	)%

Nine months ended September 30,			2024		2023		Change ($)			Change (%)
Average monthly ending deposit balance	(1	)	$	120,969,270	$	226,798,931		(105,829,661	)		(46.66	)%
Average account fees	(2	)	$	425,517	$	717,945		(292,428	)		(40.73	)%
Average active accounts	(3	)		750		1,010		(260	)		(25.74	)%
Average account balance	(4	)	$	161,292	$	224,553		(63,261	)		(28.17	)%
Average fees per account	(4	)	$	567	$	711		(144	)		(20.18	)%

(1)

Represents the average of monthly ending account balances

(2)

Reported account activity fee revenue

(3)

Represents the average of monthly ending active accounts

(4)

Refer to the below section – Discussion of Results of our Operations for additional discussion of trends.

For the nine months ended September 30, 2024, there was a decline in the average number of accounts and fees compared to the previous period, primarily due to a decrease in clientele following the termination of an agreement with the Central Bank of Arkansas. We expect this trend to shift as we lead with our lending program typically requiring borrowers to place deposits with financial institutions with which we have relationships.

We are focused on enhancing and growing our lending platform. Incremental lending key metrics will be monitored as this portion of our business grows in volume. Metrics will include average loan balance, average life to repayment, average effective interest rate and loan status, amongst others.

Components of our Results of Operations

Revenue

The Company generates interest and fee income by providing a variety of services to PCCU and other financial institutions to facilitate its banking services to CRBs including, among other things, Bank Secrecy Act and other regulatory compliance and reporting, onboarding, responding to account inquiries, responding to customer service inquiries relating to CRB deposit accounts held at financial institution clients, and sourcing and originating loans. In addition, the Company provides these similar services and outsourced support to other financial institutions providing banking to the cannabis industry.

Operating expenses

Operating expenses consist of compensation and benefits, professional services, rent expense, provisions for credit losses and other general and administrative expenses.

Compensation and benefits consist of employee wages and associated benefits while professional services consist of legal, general consulting and accounting fees.

The Company reports a provision for credit losses both as it relates to loans funded internally and those carried by PCCU or other financial institutions. The Company indemnifies PCCU and other financial institutions for losses on loans to borrowers sourced by the Company and funded by PCCU and other financial institutions. The Company anticipates comparable arrangements with other financial institutions that fund loans to borrowers sourced by the Company.

Other general and administrative expenses consist of various miscellaneous items including account hosting fees, insurance expense, advertising and marketing, travel meals and entertainment and other office and operating expense.

Discussion of our Results of Operations —2024 Compared to 2023 (Nine Months Ended September 30)

Revenue

Nine Months Ended September 30,	2024		2023		Change ($)			Change (%)
Deposit, activity, onboarding income	$	4,949,478	$	7,036,444		(2,086,966	)		(29.66	)%
Safe Harbor Program income		57,690		48,140		9,550			19.84	%
Investment income		1,749,447		4,023,940		(2,274,493	)		(56.52	)%
Loan interest income		4,814,349		1,977,337		2,837,012			143.48	%
Total Revenue	$	11,570,964	$	13,085,861		(1,514,897	)		(11.58	)%

Account fee income consists of deposit account fees, activity fees and onboarding income. We receive a flat fee and lower rates for ancillary accounts, which are accounts provided to businesses servicing the cannabis industry in general but do not manufacture, possess, distribute or transport cannabis.

The decrease in deposit, activity and onboarding income was primarily attributable to the decrease in the number of accounts related to the Abaca acquisition. In the nine months ended September 30, 2024, PCCU accounted for $3,778,633 of the revenue generated from deposits, activities, and client onboarding. Related to this revenue, the Company recognized $356,369 in account hosting expenses, in accordance with the PCCU CAA. In the nine months ended September 30, 2023, PCCU contributed $4,051,353 to the revenue from similar sources, with account hosting expenses amounting to $170,987 as per the Loan Servicing Agreement provisions. These expenses were categorized under “General and Administrative Expenses” in the Consolidated Statements of Operations.

The Company provides similar account services and outsourced support to other financial institutions providing banking services to the cannabis industry.

Under our Commercial Alliance Agreement with PCCU (“PCCU CAA”), we pay 25% of the investment income as a hosting fee based on this income. In the nine months ended September 30, 2024, the income derived from investment income associated with PCCU totaled $1,601,611. In relation to this income, the Company incurred $374,591 in investment hosting fees, consistent with the stipulations of the PCCU CAA. In the nine months ended September 30, 2023, PCCU’s contribution to investment income amounted to $4,051,353, against which the Company recorded investment hosting fees of $978,671, as governed by the terms of the Loan Servicing Agreement. These expenses were categorized under “General and administrative expenses” in the Consolidated Statements of Operations.

We previously had a Loan Servicing Agreement with PCCU (related party) which has since been superseded by the PCCU CAA. The loan interest income reflects our share of loan interest on issued loans. We are obligated to pay 0.35% on the total outstanding principal of each loan that is funded and serviced by PCCU. Loan interest earned on the Company’s direct loans and the indemnified loans grew as the Company increased its focus on lending. For the nine months ended September 30, 2024, SHF serviced twenty-four loans, as compared to twelve loans in the nine months ended September 30, 2023. In nine months ended September 2024, the Company recognized $4,814,349 in loan interest income attributable to PCCU activities. The related expenses for this income included $106,946 in loan servicing fees, in compliance with both the Loan Servicing Agreement and the PCCU CAA. In nine months ended September 2023, loan interest income from PCCU operations amounted to $1,977,337, with associated loan servicing fees totaling $53,790, pursuant to the same agreements. These expenses were categorized under “General and administrative expenses” in the Consolidated Statements of Operations.

Operating expenses

Nine months ended September 30,	2024			2023		Change ($)			Change (%)
Compensation and employee benefits	$	6,384,213		$	8,269,761	$	(1,885,548	)		(22.80	)%
General and administrative expenses		2,915,390			4,874,255		(1,958,865	)		(40.19	)%
Professional services		1,428,129			1,431,785		(3,656	)		(0.26	)%
Impairment of goodwill		-			13,208,276		(13,208,276	)		(100.00	)%
Impairment of finite lived intangible assets		-			3,680,463		(3,680,463	)		(100.00	)%
Rent expense		199,805			246,694		(46,889	)		(19.01	)%
(Benefit)/provision for credit losses		(158,586	)		377,614		(536,200	)		(142.00	)%
Total operating expenses	$	10,768,951		$	32,088,848	$	(21,319,897	)		(66.44	)%

Compensation and employee benefits decreased in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 on account of stock-based compensation and also related to a reduction in force.

Rent expenses decreased in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to reduction in the number of lease properties.

(Benefit)/ Provision for credit losses increased in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to increase in loan portfolio amount .

For the nine months ended September 30, 2024, general and administrative expenses decreased across various categories including: i) approximately $ 604,080 in investment hosting fees due to a reduction in investment income, and ii) approximately $535,179 in amortization and depreciation due to the reduction in the gross value of intangible assets from impairment recorded in 2023.

Other income /(expenses)

Nine months ended September 30,	2024			2023			Change ($)		Change (%)
Change in the fair value of deferred consideration	$	327,259		$	(581,315	)	$	908,574		(156.30	)%
Interest expense		(484,718	)		(963,464	)		478,746		(49.69	)%
Change in fair value of warrant liabilities		2,756,045			(417,798	)		3,173,843		759.66	%
	$	2,598,586		$	(1,962,577	)	$	4,561,163		(232.41	)%

For the nine months ended September 30, 2024, the fair value of deferred consideration decreased by $908,574. This reduction was due to a decline in the fair value adjustment on the stock and cash consideration payable to the Abaca shareholders, as a result of payments made before the end of 2023, and a decrease in the share price as of September 30,2024, which affected the fair value of the third anniversary payment.

The interest expenses decreased by $551,135, primarily due to the elimination of the interest component on the deferred cash consideration payable to the PCCU related to the business combination, which was settled and restructured at the end of the first quarter of 2023.

The change in the fair value of warrant liabilities by $3,173,843 was attributable to the decrease in the share price.

Provision for income taxes

Nine months ended September 30,	2024			2023		Change ($)			Change (%)
Income tax benefit/ (expense), net	$	(55,579	)	$	1,199,483	$	(1,255,062	)		(104.63	)%
	$	(55,579	)	$	1,199,483	$	(1,255,062	)		(104.63	)%

Our provision for income taxes in the nine months ended September 30, 2024 increased $1,255,062, compared to the same period in 2023, due to an increase in income before provision for income taxes.

Discussion of our Results of Operations —2024 Compared to 2023 (Three Months Ended September 30)

Revenue

Three Months Ended September 30,	2024		2023		Change ($)			Change (%)
Deposit, activity, onboarding income	$	1,646,888	$	2,233,203		(586,315	)		(26.25	)%
Safe Harbor Program income		19,230		7,312		11,918			162.99	%
Investment income		475,011		1,186,246		(711,235	)		(59.96	)%
Loan interest income		1,341,501		906,213		435,288			48.03	%
Total Revenue	$	3,482,630	$	4,332,974		(850,344	)		(19.62	)%

The decrease in deposit, activity and onboarding income was primarily attributable to the decrease in the number of accounts related to the Abaca acquisition. In the three months ended September 30, 2024, PCCU accounted for $1,354,036 of the revenue generated from deposits, activities, and client onboarding. Related to this revenue, the Company recognized $131,002 in account hosting expenses, in accordance with the PCCU CAA. In the three months ended September 30, 2023, PCCU contributed $1,287,669 to the revenue from similar sources, with account hosting expenses amounting to $54,729 as per the Loan Servicing Agreement provisions. These expenses were categorized under “General and administrative expenses” in the Consolidated Statements of Operations.

The Company provides similar account services and outsourced support to other financial institutions providing banking to the cannabis industry. These services are provided under the Safe Harbor Master Program Agreement.

We have agreements with PCCU (related party) and Five Star Bank (FSB) where our financial institution clients pay us interest on the daily account balance as per the rates in the agreements. Under our Commercial Alliance Agreement with PCCU (“PCCU CAA”), we pay 25% of the investment income as a hosting fee based on this income. In the three months ended September 30, 2024, the income derived from investment income associated with PCCU totaled $434,949. In relation to this income, the Company incurred $96,870 in investment hosting fees, consistent with the stipulations of the PCCU CAA. In three months ended September 30, 2023, PCCU’s contribution to investment income amounted to $1,186,246, against which the Company recorded investment hosting fees of $273,939, as governed by the terms of the Loan Servicing Agreement. These expenses were categorized under “General and administrative expenses” in the Consolidated Statements of Operations.

We had a Loan Servicing Agreement with PCCU (related party) where our financial institution carries the loan balances on their financial statement; the Loan Servicing Agreement has since been superseded by the PCCU CAA. The loan interest income reflects our share of loan interest on issued loans. We are obligated to pay 0.35% on the total outstanding principal of each loan that is funded and serviced by PCCU. Loan interest earned on the Company’s direct loans and the indemnified loans grew as the Company increased its focus on lending. For the quarter ended September 30, 2024, SHF serviced twenty-four loans, as compared to twelve loans in the quarter ended September 30, 2023. In the quarter ended September 30, 2024, the Company recognized $1,341,501 in loan interest income attributable to PCCU activities. Related expenses for this income included $34,889 in loan servicing fees, in compliance with both the Loan Servicing Agreement and the PCCU CAA. In the quarter ended September 30, 2023, loan interest income from PCCU operations amounted to $906,213, with associated loan servicing fees totaling $25,120, pursuant to the same agreements. These expenses were categorized under “General and Administrative Expenses” in the Consolidated Statements of Operations.

Operating expenses

Three months ended September 30,	2024		2023			Change ($)			Change (%)
Compensation and employee benefits	$	1,839,244	$	2,069,910		$	(230,666	)		(11.14	)%
General and administrative expenses		929,406		1,482,792			(553,386	)		(37.32	)%
Professional services		463,452		361,804			101,648			28.09	%
Rent expense		66,170		87,951			(21,781	)		(24.76	)%
(Benefit)/provision for credit losses		7,449		(200,932	)		208,381			(103.71	)%
Total operating expenses	$	3,305,721		3,801,525			(495,804	)		(13.04	)%

Compensation and employee benefits decreased in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 on account of stock-based compensation and the decrease in the headcount.

Rent expenses decreased in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to reduction in the number of lease properties.

(Benefit)/ Provision for credit losses increased in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to increase in loan portfolio amount.

For the three months ended September 30, 2024, general and administrative expenses decreased across various categories including: i) approximately $177,069 in investment hosting fees due to a reduction in investment income, and (ii) approximately $128,014 in amortization and depreciation due to the reduction in the gross value of intangible assets from impairment recorded in 2023.

Other income /(expenses)

Three months ended September 30,	2024			2023			Change ($)			Change (%)
Change in the fair value of deferred consideration	$	(68,811	)	$	(197,307	)	$	128,496			(65.12	)%
Interest expense		(161,716	)		(159,533	)		(2,183	)		1.37	%
Change in fair value of warrant liabilities		414,272			(860,735	)		1,275,007			(148.13	)%
	$	183,745		$	(1,217,575	)	$	1,401,320			(115.09	)%

For the three months ended September 30, 2024, the fair value of deferred consideration decreased by $128,496. This reduction was due to a decline in the fair value adjustment on the stock and cash consideration payable to the Abaca shareholders, as a result of payments made before the end of 2023, which affected the fair value of the third anniversary payment.

The change in the fair value of warrant liabilities by $1,275,007 was attributable to the decrease in the share price.

Provision for income taxes

Three months ended September 30,	2024			2023			Change ($)		Change (%)
Income tax benefit/ (expense), net	$	(6,837	)	$	(61,941	)	$	55,104		(88.96	)%
	$	(6,837	)	$	(61,941	)	$	55,104		(88.96	)%

Our provision for income taxes in the three months ended September 30, 2024 decreased by $55,104, compared to the same period in 2023, due to an increase in income before provision for income taxes.

Financial Condition

Cash and cash equivalents

Cash and cash equivalents totaled $5,861,475 and $4,888,769 as of September 30, 2024 and December 31, 2023, respectively.

Cash flows

For the nine months ended September 30, 2024, the Company generated $3,207,069 in cash from operations, compared to cash used of $225,032 for the nine months ended September 30, 2023. This improvement was mainly due to lower operating expenses and the greater number of performing loans at better interest rates than the previous period.

For the nine months ended September 30, 2024, the Company generated $8,173 in cash from investing activities, compared to $783,481 for the nine months ended September 30, 2023. The decrease was primarily due to the repayment of loans by customers in the previous period.

For the nine months ended September 30, 2024, the Company used $2,242,536 in cash for financing activities, compared to zero cash flow in the corresponding period of 2023. This was mainly due to the repayments on the senior secured promissory note during 2024, which was not in place during the nine months ended September 30, 2023.

Liquidity and going concern

Liquidity refers to our capacity to fulfill anticipated cash demands, encompassing obligations to settle debt, sustain assets and operations, distribute earnings to shareholders, and cover other typical business expenditures. Our cash outflows predominantly settle towards repaying debt principal and interest, distributing dividends to shareholders, and financing our operational activities. The main contributors to our liquidity are the cash inflows from our operational performance. As of September 30, 2024, the Company reports no significant commitments to capital investments.

As of September 30, 2024, the Company had $5,861,475 in cash and net working capital deficit of $2,520,441 as compared to $4,888,769 in cash and net working capital deficit of $135,355 as at December 31, 2023. The retained deficit was $69,091,050 on September 30, 2024, and $71,569,821 on December 31, 2023. The Company has also generated operating income of $176,909 and $802,013 for the three months and nine months period ended September 30, 2024.

For the nine months ended September 30, 2024, the Company reported positive operating income. However, considering the historical data from the four preceding quarters, where the Company experienced negative operating income and negative net working capital, management acknowledges the need to closely evaluate the financial performance in upcoming quarters to mitigate any going concern risks. As of September 30, 2024, due to these historical trends, there is substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these unaudited condensed consolidated financial statements were issued.

Litigation

Critical Accounting Estimates

As of September 30, 2024, there were no significant changes in the application or the nature of accounting estimates that are considered critical in nature from those presented in our Annual Report on Form 10-K.

Emerging Growth Company Status

We are an “emerging growth company,” or “EGC,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an EGC can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period, for as long as it is available. We will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act (June 23, 2026) or (b) in which we have total annual gross revenue of at least $1.07 billion, (2) the date on which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” have the meaning provided in the JOBS Act.

Internal Control Over Financial Reporting

In connection with our management assessment of internal control over financial reporting as of and for the nine months ended September 30, 2024, the Company has identified two (2) material weaknesses within our internal controls associated with Revenue Recognition and Complex Financial Instruments. Refer to Item 4 of this Quarterly Report on Form 10-Q for additional details.

Related Party Relationships

Account Servicing Agreement

The Company had an Account Servicing Agreement with PCCU. SHF provides services as per the agreement to CRB accounts at PCCU. In addition to providing the services, SHF assumed the costs associated with the CRB accounts. These costs include employees to manage account onboarding, monitoring and compliance, rent and office expense, insurance and other operating expenses necessary to service these accounts. Under the agreement, PCCU agreed to pay SHF all revenue generated from CRB accounts. Amounts due to SHF were due monthly in arrears and upon receipt of invoice. This agreement was replaced and superseded in its entirety by PCCU CAA entered on March 29, 2023, between PCCU and the Company.

Support Services Agreement

On July 1, 2021, SHF entered into a Support Services Agreement with PCCU. In connection with PCCU hosting the depository accounts and the related loans and providing certain infrastructure support, PCCU receives (and SHF pays) a monthly fee per depository account. In addition, 25% of any investment income associated with CRB deposits is paid to PCCU. This agreement was replaced and superseded in its entirety by PCCU CAA entered on March 29, 2023, between PCCU and the Company.

Effective February 11, 2022, SHF entered into a Loan Servicing Agreement with PCCU. The agreement sets forth the application, underwriting and approval process for loans from PCCU to CRB customers and the loan servicing and monitoring responsibilities provided by both PCCU and SHF. PCCU receives a monthly servicing fee at the annual rate of 0.25% of the then-outstanding principal balance of each loan funded and serviced by PCCU. For the loans that are subject to this agreement, SHF originates the loans and performs all compliance analysis, credit analysis of the potential borrower, due diligence and underwriting and all administration, including hiring and incurring the costs of all related personnel or third-party vendors necessary to perform these services. Under the Loan Servicing Agreement, SHF has agreed to indemnify PCCU from all claims related to default-related credit losses as defined in the Loan Servicing Agreement. This agreement was replaced and superseded in its entirety by PCCU CAA entered on March 29, 2023, between PCCU and the Company.

Commercial Alliance Agreement

On March 29, 2023, the Company and PCCU entered into the Commercial Alliance Agreement (referred to as PCCU CAA). This Agreement sets forth the terms and conditions of the lending and account-related services, governing the relationship between the Company and PCCU. The PCCU CAA sets forth the application, underwriting, loan approval, and foreclosure process for loans from PCCU to borrowers that are cannabis-related businesses and the loan servicing and monitoring responsibilities provided by the Company and PCCU. In particular, the PCCU CAA provides for procedures to be followed upon the default of a loan to ensure that neither the Company nor PCCU will take title to or possession of any cannabis-related assets, including real property, that may be collateral for a loan funded by PCCU pursuant to the PCCU CAA. Under the PCCU CAA, the PCCU has the right to receive monthly fees for managing loans. For SHF-serviced loans, which are CRB loans provided by the PCCU but primarily handled by SHF, a yearly fee of 0.25% of the remaining loan balance is applied. On the other hand, loans both financed and serviced by the PCCU are charged a yearly fee of 0.35% on their outstanding balance. These fees are calculated using the average daily balance of each loan for the preceding month. In addition, the Company’s is obligated by the PCCU CAA to indemnify PCCU from certain default-related loan losses (as fully defined in the PCCU CAA).

The schedule below demonstrates the ratio of CRB related loans funded by PCCU to the relative lending limits:

	September 30, 2024 (Unaudited)			December 31, 2023 (Unaudited)
CRB related deposits	$	89,002,717		$	129,350,998
Capacity at 60%		53,401,630			77,610,599
PCCU net worth		83,053,443			81,087,746
Capacity at 1.3125		109,007,644			106,427,667
Limiting capacity		53,401,630			77,610,599
PCCU loans funded		53,935,225			55,660,039
Amounts available under lines of credit		897,170			525,000
Incremental capacity*	$	(1,430,765	)	$	21,425,560

* If the loans funded by PCCU exceed the limiting capacity, the PCCU CAA specifies that PCCU will be unable to fund additional loans until the incremental capacity is positive.

The revenue from the PCCU Agreements recognized in the statements of operations consists of the following for the periods ended September 30, 2024, and September 30, 2023:

	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Account servicing agreement	$	-	$	-	$	-	$	3,261,284
Commercial alliance agreement		3,130,486		3,380,128		10,194,593		6,791,346
Total	$	3,130,486	$	3,380,128	$	10,194,593	$	10,052,630

The operating expense from the PCCU Agreements recognized in the statements of operations consists of the following for the periods ended September 30, 2024, and September 30, 2023:

	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Support services agreement	$	-	$	-	$	-	$	378,730
Loan servicing agreement		-		25,120		-		53,790
Commercial alliance agreement		537,645		328,668		837,906		770,928
Total	$	537,645	$	353,788	$	837,906	$	1,203,448

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required with respect to market risk.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024 due to the material weaknesses described below. In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We consider the following material weaknesses to be outstanding as of September 30, 2024, which existed at previous periods:

Revenue Recognition: The Company’s revenue is earned through certain related party contracts with PCCU that define contractually the revenue earned by the Company from PCCU for account servicing. The Company has identified a material weakness in our internal control over financial reporting related to the need to enhance the design and operating effectiveness of internal controls over the review of revenue recognition from allocations that occurs on a monthly basis between the Company and PCCU.

To remediate this material weakness, the Company has implemented a monthly process with enhanced management review controls to perform and review revenue recognition. The analysis and disclosures are assessed by senior management of the Company performing review of the documentation and disclosures.

Complex Financial Instruments: The Company has had a material weakness with regard to the ineffectiveness in management review controls of the accounting, disclosure and valuation of complex financial instruments (warrants, deferred consideration, forward purchase agreement, and stock-based compensation).

To remediate this material weakness, the Company has implemented a quarterly process with enhanced management review controls to perform and review complex financial instruments. The analysis and disclosures are assessed by senior management of the Company performing review of the documentation and disclosures.

With the implementation of our remediation plans for each material weakness, we believe, in subsequent periods, these material weaknesses can be remediated.

We plan to continue to assess and improve our internal controls and procedures and to take further action as necessary or appropriate to address any other matters we identify.

Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly. A failure to maintain effective internal controls over financial reporting could result in errors in its financial statements that could require the Company to restate past financial statements, cause the Company to fail to meet its reporting obligations and cause investors to lose confidence in the Company’s reported financial information, all of which could materially and adversely affect the Company.

Changes in Internal Control over Financial Reporting

Other than as noted above in the September 30, 2024 material weaknesses, there was no changes in our internal control over financial reporting that occurred during quarterly period ended September 30, 2024 covered by this Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for their mediation of the material weaknesses and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to various other legal proceedings and claims that are routine and incidental to our business. Although some of the legal proceedings set forth herein may result in adverse decisions or settlements, Management believes that the final disposition of such matters will not have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

(a) Unregistered Sales of Equity Securities

On September 3, 2024, the Company issued 242,326 shares of its restricted Class A Common Stock, par value $0.0001 per share, to Outside The Box Capital, Inc. in exchange for services rendered.

(b) Use of Proceeds from the Public Offering

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not applicable. Without limiting the generality of the foregoing, during the quarter ended September 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements, as defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit

1.1		By Laws (incorporated by reference to the Company’s registration statement filed on June 2, 2021).
1.2		Clawback policy
2.1†		Agreement and Plan of Merger, dated October 31, 2022, by and among SHF Holdings, Inc., Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc. d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of Abaca security holders (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on October 31, 2022).
2.2		Amendment to Agreement and Plan of Merger, dated November 11, 2022, by and among SHF Holdings, Inc., Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc. d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of the Abaca security holders (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on November 16, 2022).
2.3		Second Amendment to Agreement and Plan of Merger, dated October 26, 2023, by and among SHF Holdings, Inc., Merger Sub I, Merger Sub II, Rockview Digital Solutions, Inc. d/b/a Abaca and Dan Roda, solely in such individual’s capacity as the representative of the Abaca security holders (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on October 27, 2023).
2.4		First Amendment to Second Amendment to Agreement and Plan of Merger Warrant Agreement and Lock-up Agreement (incorporated by reference to Exhibit 2.8 of the Company’s Quarterly Report on Form 10-Q, filed on May 13, 2024).
3.1		Commercial Alliance Agreement, dated March 29, 2023, between the Company and Partner Colorado Credit Unit (incorporated by reference to Exhibit 1 of the Company’s Quarterly Report on Form 10-Q, filed on May 15, 2023).
10.1		Amendment to Employment Agreement dated April 2, 2024 between the Company and James Dennedy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2024).
10.2		Amendment to Employment Agreement dated April 2, 2024 between the Company and Donald Emmi (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 8, 2024).
10.3		Amendment to Employment Agreement dated August 1, 2024, between the Company and Sundie Seefried
10.4		Amendment to Employment Agreement dated August 1, 2024, between the Company and Dan Roda
10.5		Amendment to Employment Agreement dated August 1, 2024, between the Company and Tyler Beuerlein
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.
†	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

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

Signature	Title	Date

/s/ Sundie Seefried	Chief Executive Officer (Principal Executive Officer)	November 12, 2024
Sundie Seefried

/s/ James H. Dennedy	Chief Financial Officer (Principal Financial and Accounting Officer)	November 12, 2024
James H. Dennedy