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    Safe
                                            Harbor Financial

    1526
    Cole Blvd, #250

    Golden,
    CO 80401

October
9, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
John Spitz and Ben Phippen

  Re:
  SHF Holdings, Inc.

  Form 10-K for the Fiscal Year Ended December
  31, 2023

  File No. 001-40524

Dear
Messrs. Spitz and Phippen:

SHF
Holdings, Inc. (the “Company”) is in receipt of the letter (the “Comment Letter”) dated September
19, 2024 containing comments from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual
Report”). Below are the Company’s responses to the comments of the Staff.

For
your convenience, each of the Staff’s comments is repeated in bold italicized text below and numbered to correspond to the numbered
paragraph in the Comment Letter. The Company’s responses immediately follow each comment.

Form
10-K for Fiscal Year Ended December 31, 2023

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Revenue, page 25

 1. We
                                            note your disclosure that for the fiscal years ended December 31, 2023 and 2022 your relationship
                                            with Partner Colorado Credit Union (“PCCU”) accounted for $5.1 million and $5.6
                                            million of the total $8.6 million and $6.1 million in revenue generated from deposits, activities,
                                            and client onboarding. Please tell us and revise future filings to explain how the remainder
                                            of your deposit, activity, onboarding revenues were derived, specifically identifying and
                                            discussing any relationships with other financial institutions that have materially contributed
                                            to this revenue stream. Additionally, please tell us and revise future filings to quantify
                                            and discuss the account hosting expenses related to any material agreements with other financial
                                            institutions similar to the way in which you discuss account hosting expenses associated
                                            with your relationship with PCCU.

RESPONSE:
The table below summarizes the split of the deposit, activity, onboarding revenues across the various financial institutions (each, a
“FI”) with which we work:

For
2023:

    2023

    Financial Institution
    PCCU
    Central Bank of Arkansas
    Pacific Valley Bank
    Five Star Bank
    Others
    Total

    Revenue
    $ 5,150,397
    $ 3,193,067
    $ 21,799
    $ 78,864
    $ 170,818
    $ 8,614,945

For
2022:

    2022

    Financial Institution
    PCCU
    Central Bank of Arkansas
    Pacific Valley Bank
    Five Star Bank
    Others
    Total

    Revenue
    $ 5,554,922
    $ 491,149
    $ -
    $ -
    $ 17,868
    $ 6,063,939

“Others”
in the FI row headings above refers to revenue related to ATM fee income, other pass-through income. Our FIs charge us certain, direct
expenses associated with our business activity. These expenses are compensable from our clients. We invoice our clients, and they pay
us for these reimbursed expenses included in the column labeled Others in the tables above.

The
following table summarizes the Account Hosting Fees paid to the FIs with which we work:

    Financial Institution
    PCCU
    Central Bank of Arkansas
    Pacific Valley Bank
    Five Star Bank
    Others
    Total

    2023 Account hosting fees
    $ 529,208
    $ 878,430
    $ 8,720
    $ 11,800
    $ -
    $ 1,428,157

    2022 Account hosting fees
    $ 255,853
    $ 183,178
    $ -
    $ -
    $ -
    $ 439,031

We
maintain a commercial alliance agreement or master service agreement (collectively, the “CAA(s)”) that governs the
revenue and expense associated with the client accounts domiciled with each of our FI partners. At present, the Company has CAAs in place
with: (1) PCCU; (2) Pacific Valley Bank; and (3) Five Star Bank. As reported in the Company’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on July 21, 2023, the Company agreed to terminate
its agreement with Central Bank of Arkansas on July 20, 2023.

    Page 2 of 6

The
CAAs with both Pacific Valley Bank and Five Star Bank were agreements entered into by Rockview Digital Solutions, Inc. d/b/a Abaca (“Abaca”),
prior to Abaca being acquired by the Company.

Furthermore,
the Company acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), it will explain how all of its deposit,
activity, onboarding revenues were derived, specifically identifying and discussing any relationships with other financial institutions
that have materially contributed to such revenue stream. Additionally, beginning with the Company’s 2024 10-K, it will quantify
and discuss the account hosting expenses related to any material agreements with other financial institutions similar to the way in which
the Company discusses account hosting expenses associated with its relationship with PCCU.

 2. We
                                            note disclosure that the Company maintains relationships with Partner Colorado Credit Union
                                            (“PCCU”) and other financial institutions in which CRB funds are deposited and
                                            monetary transactions are performed. We further note your disclosure on page 5 that you have
                                            entered into a Commercial Alliance Agreement with each partner financial institution that
                                            sets forth the terms and conditions of the lending-related services governing the relationship
                                            between the Company and each partner financial institution with regard to the CRB deposit
                                            accounts. To the extent you have entered into material Commercial Alliance Agreements or
                                            similar contractual arrangements with financial institutions in addition to PCCU, please
                                            revise future filings to include these agreements as exhibits.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that the Company will include as exhibits such material Commercial
Alliance Agreements (or similar contractual arrangements) with financial institutions in future filings, beginning with the 2024 10-K.
As indicated above, the Company has entered into a CAA with (1) PCCU; (2) Pacific Valley Bank; and (3) Five Star Bank. With respect to
those agreements, there is no lending activity that has occurred with any financial institution partner other than PCCU. It is not presently
anticipated that a lending relationship will materialize with either Pacific Valley Bank or Five Star Bank.

    Page 3 of 6

Note
8. Indemnification Liability, page F-23

 3. We
                                            note your disclosure on page F-9 that the Company indemnified twenty loans as of December
                                            31, 2023; of which three of these indemnified loans were in excess of 10% of the total balance.
                                            In order to provide investors with a better understanding of your indemnified loan portfolio,
                                            please provide us with, and revise future filings to include, a further breakdown including
                                            quantification of any material property type, collateral type, or geographic concentrations
                                            within the United States as well as the weighted average and/or range of loan to value ratios
                                            for any real estate collateral.

RESPONSE:
The following table summarizes the information requested from the Staff regarding the indemnified loan portfolio:

    Collateral

    Region
    Loan balance
    Region Concentration
    Real Estate
    Business Assets
    Total Collateral
    LTV

    Southeast
    $ 6,626,915
      11.9 %
    $ 10,275,000
    $ -
    $ 10,275,000
      64.5 %

    Southwest
    $ 2,970,819
      5.3 %
    $ 4,600,000
    $ -
    $ 4,600,000
      64.6 %

    West
    $ 26,276,954
      47.2 %
    $ 73,396,354
    $ -
    $ 73,396,354
      35.8 %

    Northeast
    $ 18,343,094
      33.0 %
    $ 6,438,000
    $ 39,533,463
    $ 45,971,463
      39.9 %

    Midwest
    $ 1,428,872
      2.6 %
    $ 2,210,000
    $ -
    $ 2,210,000
      64.7 %

    Total
    $ 55,646,653

    $ 96,919,354
    $ 39,533,463
    $ 136,452,817
      40.8 %

    Page 4 of 6

We
segmented the loan portfolio by region and provided the loan amounts by region, the concentration by region and the collateral value
segmentation between real estate assets and other business assets by loans within each region. Finally, we reported the loan to value
by region based on the aggregated loans and associated collateral for each identified region. The following table identifies how we segmented
the States within the United States by Region:

    Abbreviation

    State
    Name

    Region

    Abbreviation

    State
    Name

    Region

    AL

    Alabama

    Southeast

    MT

    Montana

    West

    AK

    Alaska

    West

    NE

    Nebraska

    Midwest

    AZ

    Arizona

    Southwest

    NV

    Nevada

    West

    AR

    Arkansas

    Southeast

    NH

    New
    Hampshire

    Northeast

    CA

    California

    West

    NJ

    New
    Jersey

    Northeast

    CO

    Colorado

    West

    NM

    New
    Mexico

    Southwest

    CT

    Connecticut

    Northeast

    NY

    New
    York

    Northeast

    DE

    Delaware

    Northeast

    NC

    North
    Carolina

    Southeast

    FL

    Florida

    Southeast

    ND

    North
    Dakota

    Midwest

    GA

    Georgia

    Southeast

    OH

    Ohio

    Midwest

    HI

    Hawaii

    West

    OK

    Oklahoma

    Southwest

    ID

    Idaho

    West

    OR

    Oregon

    West

    IL

    Illinois

    Midwest

    PA

    Pennsylvania

    Northeast

    IN

    Indiana

    Midwest

    RI

    Rhode
    Island

    Northeast

    IA

    Iowa

    Midwest

    SC

    South
    Carolina

    Southeast

    KS

    Kansas

    Midwest

    SD

    South
    Dakota

    Midwest

    KY

    Kentucky

    Southeast

    TN

    Tennessee

    Southeast

    LA

    Louisiana

    Southeast

    TX

    Texas

    Southwest

    ME

    Maine

    Northeast

    UT

    Utah

    West

    MD

    Maryland

    Northeast

    VT

    Vermont

    Northeast

    MA

    Massachusetts

    Northeast

    VA

    Virginia

    Southeast

    MI

    Michigan

    Midwest

    WA

    Washington

    West

    MN

    Minnesota

    Midwest

    WV

    West
    Virginia

    Southeast

    MS

    Mississippi

    Southeast

    WI

    Wisconsin

    Midwest

    MO

    Missouri

    Midwest

    WY

    Wyoming

    West

Furthermore,
the Company acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with the 2024 10-K, the Company
will include a more detailed breakdown of any real estate collateral, including quantification of any material property type, collateral
type, or geographic concentrations within the United States as well as the weighted average and/or range of loan to value ratios for
such collateral substantially similar to the table above.

    Page 5 of 6

Note
10. Related Party Transactions page F-25

 4. We
                                            note your disclosure that the Commercial Alliance Agreement with PCCU provides for procedures
                                            to be followed upon the default of a loan to ensure that neither the Company nor PCCU will
                                            take title or possession of any cannabis-related assets, including real property, that may
                                            be collateral for a loan funded by PCCU pursuant to the Commercial Alliance Agreement. Please
                                            provide us with, and revise future filings to include, the underlying reasons for this clause,
                                            the potential ramifications of not complying with this clause, and an enhanced understanding
                                            of the collection process including a detailed discussion explaining how the liquidation
                                            or foreclosure process would occur upon default of a loan.

RESPONSE:
Since our current lending activity is conducted only with PCCU, the remainder of this response focuses on that FI. The lending agreements
ensure that any loan activity (including any action relating to collateral security) is conducted directly between the applicable FI
and the borrower. The Company partakes in the information gathering process but does not perform the loan underwriting function and loans
are ultimately underwritten by the FI funding each loan. Loan closings are conducted by an external law firm engaged to provide legal
services to the FI. The loan documents executed between the borrower and financial institution do not authorize or otherwise permit the
financial institution, the Company, or an agent engaged by the financial institution to assist with the liquidation or foreclosure process
to take possession of cannabis inventory, cannabis paraphernalia, or other cannabis-related assets, nor will they take title to real
estate used in cannabis-related businesses.

PCCU’s
loans to cannabis operators are primarily secured by real property only, however certain loans secured by various types of assets of
its borrowers, including real property and certain personal property, including licenses, equipment, receivables, and other assets to
the extent permitted by applicable laws and the regulations governing our borrowers. The loan documents do not place liens on cannabis
inventory, cannabis paraphernalia, or other cannabis-related assets, nor will there be a circumstance where PCCU takes title to real
estate used in cannabis-related businesses. Similarly, PCCU cannot foreclose on liens on state licenses as they are generally not transferable.
See the section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange
Commission on April 14, 2023 (and referenced in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2023) entitled “Risk Factors — Certain assets of CRB borrowers may not be used as collateral or transferred to us due
to applicable state laws and regulations governing the cannabis industry, and such restrictions could negatively impact our profitability.”

In
the event of default or indication that default might occur, PCCU and the Company attempt to work with the defaulting party to find a
resolution. If a resolution cannot be reached and default occurs, a third-party agent will be engaged to work with the borrower to have
the borrower sell collateral securing the loan to a third party or to institute a foreclosure proceeding to have such collateral sold
to generate funds towards the payoff of the loan. The process for third parties to collect any defaulted funds requir