SHF Holdings, Inc.
5269 W. 62nd Avenue,
Arvada, Colorado 80003
December 7, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4561
Washington, D.C. 20549
Attention: John Stickel
| Re: | Acceleration Request for SHF Holdings, Inc. | |
| Registration Statement on Form S-1, as amended (File No. 333-267796) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, SHF Holdings, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-captioned Registration Statement in order that the Registration Statement shall become effective at 4:30 P.M. (ET) on December 9, 2022 or as soon thereafter as practicable.
Please contact Nina Gordon of Nelson Mullins Riley & Scarborough LLP, counsel to the Company, at (305) 373-9426 with any questions about this acceleration request. Please notify us when the delegated authority copy of the order of the Commission declaring the Registration Statement effective has been executed.
| Very truly yours, | ||
| SHF Holdings, Inc. | ||
| By: | /s/ Sundie Seefried | |
| Sundie Seefried | ||
| Chief Executive Officer | ||