SHF Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by SHF Holdings, Inc. on December 23, 2022. The filing addresses a change in the Company's independent registered public accounting firm. The Company is incorporated in Delaware and its Class A Common Stock trades on The Nasdaq Stock Market LLC under the symbol "SHFS".
Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of Auditor: The Audit Committee dismissed Elliott Davis, PLLC as the independent registered public accounting firm, effective December 23, 2022.
- Appointment of New Auditor: The Audit Committee appointed Marcum LLP as the new independent registered public accounting firm, effective December 23, 2022, to audit the consolidated financial statements for the year ending December 31, 2022.
- Historical Context: Marcum LLP previously served as the Company's auditor from its inception on February 26, 2021, through November 14, 2022.
Management Commentary and Risks
Management stated that Elliott Davis's reports on the Company's financial statements did not contain an adverse opinion, disclaimer of opinion, or qualification regarding uncertainty, audit scope, or accounting principles. There were no disagreements between the Company and Elliott Davis on accounting principles, practices, or auditing scope during the period of engagement (November 14, 2022, through December 23, 2022). No "reportable events" occurred during this period. The Company confirmed that no consultations regarding accounting principles or audit opinions were held with Marcum LLP between November 14, 2022, and December 22, 2022, other than their prior engagement.
Key Facts for Investor Verification
- Verify the content of the letter from Elliott Davis, PLLC attached as Exhibit 99.1 to confirm their stance on the dismissal.
- Confirm the effective date of the transition between accounting firms is December 23, 2022.
- Note that the new auditor, Marcum LLP, has prior experience auditing the Company for the 2021 fiscal year and part of 2022.
- Review future filings (10-K/10-Q) to assess the impact of the auditor change on the audit opinion for the fiscal year ending December 31, 2022.