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On September 17, 2025 (the "Closing Date"), SHF Holdings, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with CREO Investments LLC ("CREO"), which provides that, subject to the terms and conditions set forth therein, the Company may sell to CREO up to the lesser of (i) $150,000,000 of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock) and (ii) until such time, if ever, that stockholder approval is received (as discussed below), 582,899 shares of Common Stock (representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement, but not counting any such sales of such Common Stock to CREO that would not count toward the 19.99% because they are "at market" under applicable trading market rules).
The Company and CREO may mutually agree to increase the Total Purchase Commitment (as defined in the Purchase Agreement) (up to an aggregate of $500,000,000), in which event for every $100,000,000 in increased Total Purchase Commitment (or pro-rata portion thereof), the Company shall issue CREO, within one business day of such increased Total Purchase Commitment being agreed to by the parties, additional CREO Commitment Shares (as defined below) with a value equal to 0.75% of such increased Total Purchase Commitment.
Additionally, on September 17, 2025, the Company and CREO entered into a registration rights agreement (the "CREO Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") covering the resale of Common Stock that may be issued to CREO under the Purchase Agreement.
Upon initial satisfaction of certain conditions contained in the Purchase Agreement, and from time to time thereafter, and on any business day selected by the Company where the closing sale price of the Company's Common Stock is equal to or greater than $1.00, the Company shall have the right, but not the obligation, to direct CREO to purchase shares of Common Stock at the applicable VWAP Purchase Price (as defined below). Such sales of Common Shares by the Company, if any, are subject to certain limitations as set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, over the period commencing on the date that all of the conditions to the Company's right to commence such sales are satisfied.
Posted In: SHFS
