September 19, 2024

James Dennedy
Chief Financial Officer
SHF Holdings, Inc.
1526 Cole Blvd., Suite 250
Golden, CO 80410

       Re: SHF Holdings, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2023
           File No. 001-40524
Dear James Dennedy:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

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.
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
 September 19, 2024
Page 2

       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.
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.
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.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact John Spitz at 202-551-3484 or Ben Phippen at 202-551-3697
with any
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance