Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SHF Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
824430102
(CUSIP Number)
October 5, 2022
(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 ("Act") 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).
CUSIP No.824430102
1
Names of Reporting Persons
Midtown East Management NL LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,517,924
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,517,924
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,924
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
8.1%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.824430102
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,517,924
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,517,924
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,924
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
8.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.824430102
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,517,924
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,517,924
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,924
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
8.1%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
SHF Holdings, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10 East 53rd Street, Suite 3001, New York, New York, 10022
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the "Reporting Persons"):
i. Midtown East Management NL LLC ("Midtown");
ii. Atalaya Special Purpose Investment Fund II LP ("ASPIF II"); and
iii. Atalaya Capital Management LP ("ACM").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Midtown,
ASPIF II, and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020.
Item 2(c). Citizenship:
Midtown is a Delaware limited liability company. Each of ASPIF II and
ACM is a Delaware limited partnership.
Item 2(d). Title and Class of Securities:
Class A common stock, $0.0001 par value per share (the "Shares")
Item 2(e). CUSIP Number:
824430102
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, each of ACM and ASPIF II may be deemed the
beneficial owner of 1,517,924 Shares, which amount includes 1,517,924
Shares held of record by Midtown.
Item 4(b). Percent of Class:
As of the date hereof, each of ACM and ASPIF II may be deemed the
beneficial owner of approximately 8.1% of Shares outstanding, which amount
includes the 8.1% of Shares held of record by Midtown. These percentages
are based on 18,715,912 Shares outstanding as reported in the Issuer's Form
8-K filed with the Securities and Exchange Commission on October 4, 2022.
Item 4(c). Number of shares as to which such person has:
Midtown:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,517,924
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,517,924
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,517,924
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,517,924
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,517,924
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,517,924
The Shares are directly held by Midtown. ASPIF II is the sole member of
Midtown. As ASPIF II and Midtown's investment manager, ACM has the power to
vote and direct the disposition of all Shares held by ASPIF II and Midtown.
This report shall not be deemed an admission that ACM, ASPIF II, Midtown, or
any other person is the beneficial owner of the securities reported herein
for purposes of Section 13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my 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,
other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Midtown East Management NL LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
October 6, 2022
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence
of the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 1 to the
statement on Schedule 13G with respect to shares of Class A Common Stock
of SHF Holdings, Inc. is, and any amendments thereto (including amendments
on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Midtown East Management NL LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
October 6, 2022