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. (SHFS) on November 8, 2022. The company, incorporated in Delaware, is an emerging growth company. On September 28, 2022, the company consummated a business combination with SHF, LLC (formerly Northern Lights Acquisition Corp.) and changed its name to SHF Holdings, Inc.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a change in the company's certifying accountant.
Material Changes
The primary material change reported is the dismissal of the independent registered public accounting firm, Marcum LLP, effective November 14, 2022. The Audit Committee confirmed that Marcum's reports on financial statements through December 31, 2021, did not contain adverse opinions, disclaimers, or qualifications. There were no disagreements between the company and Marcum regarding accounting principles, practices, or audit scope during the period from inception through November 14, 2022.
Outlook, Risks, and Management Commentary
On November 8, 2022, the Audit Committee approved the engagement of Elliott Davis, PLLC as the new independent registered public accounting firm, effective November 14, 2022, to audit the consolidated financial statements for the year ending December 31, 2022. The company noted that Elliott Davis previously served as the auditor for Eagle Legacy Services, PLLC (d/b/a Safe Harbor Services) for the years ended December 31, 2021 and 2020. No other risks, contingencies, or unusual items were disclosed in this filing.
Investor Verification Checklist
- Verify the receipt and content of the response letter from Marcum LLP (Exhibit 16.1) regarding the dismissal.
- Confirm the transition timeline for the new auditor, Elliott Davis, PLLC, effective November 14, 2022.
- Review the upcoming Form 10-Q for the quarter ended September 30, 2022, and the subsequent Form 10-K for the year ended December 31, 2022, for financial performance data not included in this 8-K.
- Monitor for any future disclosures regarding the reasons for the auditor change if not fully detailed in the Marcum response letter.