0001398344-23-011301.txt : 20230530 0001398344-23-011301.hdr.sgml : 20230530 20230530155712 ACCESSION NUMBER: 0001398344-23-011301 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230530 DATE AS OF CHANGE: 20230530 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHF Holdings, Inc. CENTRAL INDEX KEY: 0001854963 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 862409612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92627 FILM NUMBER: 23976157 BUSINESS ADDRESS: STREET 1: 1526 COLE BLVD. STREET 2: SUITE 250 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: (303) 431-3435 MAIL ADDRESS: STREET 1: 1526 COLE BLVD. STREET 2: SUITE 250 CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: Northern Lights Acquisition Corp. DATE OF NAME CHANGE: 20210402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M3 PARTNERS LP CENTRAL INDEX KEY: 0001426094 IRS NUMBER: 260838223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2070 E 2100 S STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 BUSINESS PHONE: (202) 246-9200 MAIL ADDRESS: STREET 1: 2070 E 2100 S STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 SC 13G 1 fp0083703-1_sc13g.htm

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED 

PURSUANT TO RULE 13d-2(b)

 

Shf holdings, Inc.

 

(Name of Issuer)  

 

Common Stock  

 

(Title of Class of Securities)  

 

824430102  

 

(CUSIP Number)  

 

May 17, 2023  

 

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[   ]Rule 13d-1(b)
[X] Rule 13d-1(c)
[   ]Rule 13d-1(d)

 

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

CUSIP NO. 824430102 13G Page 2 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

M3 FUNDS, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [    ]

(b) [    ] 

3

SEC USE ONLY 

4

CITIZENSHIP OR PLACE OF ORGANIZATION 

STATE OF DELAWARE, UNITED STATES OF AMERICA 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING

PERSON WITH

 5

SOLE VOTING POWER 

N/A 

6

SHARED VOTING POWER 

3,487,806 shares of Common Stock

7

SOLE DISPOSITIVE POWER

N/A 

8

SHARED DISPOSITIVE POWER 

3,487,806 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

3,487,806 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

[    ] 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

7.55% of the outstanding shares of Common Stock

12

TYPE OF REPORTING PERSON 

OO (Limited Liability Company)

       
 
 
CUSIP NO. 824430102 13G Page 3 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

M3 PARTNERS, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [    ] 

(b) [    ] 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

STATE OF DELAWARE, UNITED STATES OF AMERICA

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING

PERSON WITH 

 5

SOLE VOTING POWER

N/A

6

SHARED VOTING POWER 

3,487,806 shares of Common Stock

7

SOLE DISPOSITIVE POWER 

N/A

8

SHARED DISPOSITIVE POWER 

3,487,806 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

3,487,806 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

[    ] 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

7.55% of the outstanding shares of Common Stock

12

TYPE OF REPORTING PERSON 

PN (Limited Partnership)

       
 
 
CUSIP NO. 824430102 13G Page 4 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

M3F, INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [    ]

(b) [    ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

STATE OF UTAH, UNITED STATES OF AMERICA

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING

PERSON WITH 

 5

SOLE VOTING POWER

N/A

6

SHARED VOTING POWER 

3,487,806 shares of Common Stock

7

SOLE DISPOSITIVE POWER 

N/A

8

SHARED DISPOSITIVE POWER 

3,487,806 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

3,487,806 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

[    ] 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

7.55% of the outstanding shares of Common Stock

12

TYPE OF REPORTING PERSON 

CO, IA

       
 
 
CUSIP NO. 824430102 13G Page 5 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Jason A. Stock

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [    ]  

(b) [    ] 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING

PERSON WITH 

 5

SOLE VOTING POWER

N/A

6

SHARED VOTING POWER 

3,487,806 shares of Common Stock

7

SOLE DISPOSITIVE POWER 

N/A

8

SHARED DISPOSITIVE POWER 

3,487,806 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

3,487,806 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

[    ] 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

7.55% of the outstanding Common Stock

12

TYPE OF REPORTING PERSON 

IN

       
 
 
CUSIP NO. 824430102 13G Page 6 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

William C. Waller

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [    ] 

(b) [    ] 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING

PERSON WITH 

 5

SOLE VOTING POWER

N/A

6

SHARED VOTING POWER 

3,487,806 shares of Common Stock

7

SOLE DISPOSITIVE POWER 

N/A

8

SHARED DISPOSITIVE POWER 

3,487,806 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

3,487,806 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

[    ] 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

7.55% of the outstanding Common Stock

12

TYPE OF REPORTING PERSON 

IN

       
 
 
Item 1.(a)         Name of Issuer:

 

SHF Holdings, Inc. (the “Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices:

 

1526 Cole Boulevard, Suite 250 

Golden, CO 80401 

  

 

Item 2. (a)        Name of Persons Filing:

 

M3 Funds, LLC 

M3 Partners, LP 

M3F, Inc. 

Jason A. Stock 

William C. Waller

 

(b)Address of Principal Business Office or, if None, Residence:

 

For all persons filing:

 

2070 E 2100 S, Suite 250 

Salt Lake City, UT 84109

 

(c)Citizenship:

 

M3 Funds, LLC is a Delaware limited liability company 

M3 Partners, LP is a Delaware limited partnership 

M3F, Inc. is a Utah corporation 

Mr. Stock and Mr. Waller are United States citizens

 

(d)Title of Class of Securities:

 

Common Stock

 

(e)CUSIP Number:

 

824430102

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

Not applicable. Filed pursuant to Rule 13d-1(c).

 
 
Item 4. Ownership.

 

 

M3 Funds, LLC 

M3 Partners, LP 

M3F, Inc. 

Jason A. Stock 

William C. Waller 

(a) Amount Beneficially Owned: 3,487,806 3,487,806 3,487,806 3,487,806 3,487,806
(b) Percent of Class: 7.55% 7.55% 7.55% 7.55% 7.55%

(c) Number of Shares to Which Reporting Person Has:

  

 

      
(i) Sole Voting Power: N/A N/A N/A N/A N/A
(ii) Shared Voting Power: 3,487,806 3,487,806 3,487,806 3,487,806 3,487,806
(iii) Sole Dispositive Power: N/A N/A N/A N/A N/A
(iv) Shared Dispositive Power: 3,487,806 3,487,806 3,487,806 3,487,806 3,487,806

 

The reported shares are the Issuer’s common stock.

 

All of the reported shares are owned directly by M3 Partners, L.P. (“M3 Partners”), whose general partner is M3 Funds, LLC (the “General Partner”) and whose investment adviser is M3F, Inc. (the “Investment Adviser”). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners.

 

Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [  ].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits

 

Exhibit 1

 

Joint Filing Agreement dated May 30, 2023, among M3 Partners, LP, M3 Funds, LLC, M3F, Inc., Jason A. Stock and William C. Waller.

 
 

Signature

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

  Date: May 30, 2023  
       
  M3 PARTNERS, LP  
       
  By: M3 Funds, LLC, General Partner  
       
  By: /s/ Jason A. Stock  
  Name: Jason A. Stock  
  Title: Manager  
       
  Date: May 30, 2023  
       
  M3 FUNDS, LLC  
       
  By: /s/ Jason A. Stock  
  Name: Jason A. Stock  
  Title: Manager  
       
  Date: May 30, 2023  
       
  M3F, INC.  
       
  By: /s/ Jason A. Stock  
  Name: Jason A. Stock  
  Title: Managing Director  
       
  Date: May 30, 2023  
       
  /s/ Jason A. Stock  
  Jason A. Stock  
       
  Date: May 30, 2023  
       
  /s/ William C. Waller  
  William C. Waller  

 

 

 EX-1 2 fp0083703-1_ex1.htm JOINT FILING AGREEMENT

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of SHF Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

 

 

In witness whereof, each of the undersigned has executed this Agreement as of May 30, 2023.

 

  M3 PARTNERS, LP  
     
  By: M3 Funds, LLC, General Partner  
     
  By: /s/ Jason A. Stock  
  Name: Jason A. Stock  
  Title: Manager  
     
  M3 FUNDS, LLC  
     
  By: /s/ Jason A. Stock  
  Name: Jason A. Stock  
  Title: Manager  
     
  M3F, INC.  
  By: /s/ Jason A. Stock  
  Name: Jason A. Stock  
  Title: Managing Director  
     
  /s/ Jason A. Stock  
  Jason A. Stock  
     
  /s/ William C. Waller  
   William C. Waller