S-1 S-1 EX-FILING FEES 0001854963 SHF Holdings, Inc. N/A Y N 0001854963 2026-07-30 2026-07-30 0001854963 1 2026-07-30 2026-07-30 0001854963 1 2026-07-30 2026-07-30 0001854963 2 2026-07-30 2026-07-30 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-1
SHF Holdings, Inc.

Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable
--- | ---

|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Newly Registered Securities
Fees to be Paid | 1 | Equity | Common Stock, $0.0001 par value | Other | 10,537,418 | $ 0.1831 | $ 1,929,401.24 | 0.0001381 | $ 266.45 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 1,929,401.24 |  | $ 266.45 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 266.45 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 0.00 |  |  |  |

Offering Note |

1 | Pursuant to Rule 416 under the Securities Act, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. Based on $0.1880, the average of the high and low prices for a share of common stock as reported on Nasdaq on July 28, 2026, which date is a date within five business days of the filing of the registration statement filed by the registrant for the registration of the securities listed in the table above.

Table 2: Fee Offset Claims and Sources | ☐Not Applicable
--- | ---

|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims |  |  |  |  |  |  |  |  |  |  |  |
Fee Offset Sources |  |  |  |  |  |  |  |  |  |  |  |
Rule 457(p)
Fee Offset Claims | 1 | SHF Holdings, Inc. | S-1 | 333-295616 | 05/06/2026 |  | $ 266.45 | Equity | Common Stock, $0.0001 par value | 1,080,807 | $ 851,135.51 |
Fee Offset Sources | 2 | SHF Holdings, Inc. | S-1 | 333-295616 |  | 05/06/2026 |  |  |  |  |  | $ 266.45

Rule 457(p) Statement of Withdrawal, Termination, or Completion: |

1 | On May 6, 2026, the registrant filed a registration statement on Form S-1 (Registration No. 333-295616), as amended (the "Prior Registration Statement"), with the Securities and Exchange Commission (the "SEC"). The Prior Registration Statement registered, among other things, (i) 1,080,807 shares of common stock of the registrant in a secondary offering (the "PCCU Common Stock Secondary Offering") with aggregate offering price not to exceed $851,135.51 and (ii) 9,456,611 shares of common stock of the registrant underlying certain common stock purchase warrants in a secondary offering (together with the PCCU Common Stock Secondary Offering, the "PCCU Secondary Offering") with an aggregate offering price to exceed $7,447,081.16. In connection with the PCCU Secondary Offering, the registrant paid a filing fee of $1,028.44. The registrant received comments from the staff of the SEC in May 2026 and July 2026, pursuant to which the registrant subsequently revised the Prior Registration Statement to remove the PCCU Secondary Offering. As of the date of this filing, the Prior Registration Statement has not yet been declared effective. As a result, $1,028.44 (the "Unused Fees") in previously paid fees remained available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the registrant hereby applies $266.45 of the Unused Fees to offset the filing fee payable in connection with this filing.

Offset Note |

2 | On May 6, 2026, the registrant filed a registration statement on Form S-1 (Registration No. 333-295616), as amended (the "Prior Registration Statement"), with the Securities and Exchange Commission (the "SEC"). The Prior Registration Statement registered, among other things, (i) 1,080,807 shares of common stock of the registrant in a secondary offering (the "PCCU Common Stock Secondary Offering") with aggregate offering price not to exceed $851,135.51 and (ii) 9,456,611 shares of common stock of the registrant underlying certain common stock purchase warrants in a secondary offering (together with the PCCU Common Stock Secondary Offering, the "PCCU Secondary Offering") with an aggregate offering price to exceed $7,447,081.16. In connection with the PCCU Secondary Offering, the registrant paid a filing fee of $1,028.44. The registrant received comments from the staff of the SEC in May 2026 and July 2026, pursuant to which the registrant subsequently revised the Prior Registration Statement to remove the PCCU Secondary Offering. As of the date of this filing, the Prior Registration Statement has not yet been declared effective. As a result, $1,028.44 (the "Unused Fees") in previously paid fees remained available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the registrant hereby applies $266.45 of the Unused Fees to offset the filing fee payable in connection with this filing.

Table 3: Combined Prospectuses | ☑Not Applicable
--- | ---

| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
--- | --- | --- | --- | --- | --- | --- | ---