Correspondence 0001493152-22-034792 from SHF Holdings, Inc. (SHFS)

SHF Holdings, Inc.
Date: Dec. 7, 2022 · CIK: 0001854963 · Accession: 0001493152-22-034792

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File numbers found in text: 333-267796

Date

Dec. 7, 2022

Author

Chief

Form

CORRESP

Company

SHF Holdings, Inc.

Letter

SHF Holdings, Inc.

W. 62nd Avenue,

Arvada, Colorado 80003

December 7, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

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.

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CORRESP
1
filename1.htm

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

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