NLIT Northern Lights Acquisition Corporation

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of SHF Holdings, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 10 East 53rd Street, Suite 3001, New York, New York 10022.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is filed by Partner Colorado Credit Union, a Colorado not-for profit cooperative with its principal offices at 6221 Sheridan Blvd, Arvada, CO 80003 (“Reporting Person”). During the last five years, the Reporting Person has not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On March 29, 2023 (the “Closing Date”), the Reporting Person and Issuer executed a Securities Issuance Agreement pursuant to which Issuer issued to Reporting Person 11,200,000 shares of the Issuer’s Class A Common Stock valued at $50,132,549.

ITEM 4. PURPOSE OF TRANSACTION

The information furnished in Item 3 is incorporated into this Item 4 by reference. From time to time, the Reporting Person may determine to dispose of all or a portion of the shares of Issuer Common Stock which are beneficially owned by the Reporting Person and over which the Reporting Person has investment power.

Other than as described above in this Item 4 and Item 6, the Reporting Person does not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) – (b): As of the date hereof, Reporting Person beneficially owns 22,586,139 shares of Common Stock, which represents approximately 54.93% of the Common Stock issued and outstanding, based on shares of common stock of the Issuer outstanding as reported in the Current Report on Form 8-K of the Issuer filed on March 14 and March 30, 2023.

(c): Other than with respect to the transaction described in Item 3 above, the Reporting Person has not affected any transactions in the shares of the Issuer during the past 60 days.

(d): To the best knowledge of Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of any of the shares of Common Stock reported in Item 5(a).

(e): Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information furnished in Item 3 is incorporated into this Item 6 by reference.

Registration Rights Agreement

In connection with the execution of the Securities Issuance Agreement and the consequent issuance to the Reporting Person of 11,200,000 shares of Issuer’s Class A Common Stock, the Issuer and Reporting Person entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Reporting Person may request that the Issuer register certain securities held by the Reporting Person.

Lock-Up Agreement

In connection with the execution of the Securities Issuance Agreement and the consequent issuance to the Reporting Person of 11,200,000 shares of Issuer’s Class A Common Stock, the Issuer and Reporting Person entered into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, and subject to certain exceptions, the 11,200,000 shares issued to the Reporting Person are to be locked-up for a period of six months from the Closing Date, and to be subject to certain restrictions on sale thereafter, in accordance with the terms set forth therein.

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.