SHF Holdings, Inc., operating as Safe Harbor, announced on October 26, 2026, that it has entered into a non-binding term sheet with Opifex Media Inc. for a proposed business combination. Under the terms, Opifex would merge with a newly formed subsidiary of Safe Harbor, becoming a wholly owned subsidiary of the combined entity. The transaction is intended to be accounted for as a reverse acquisition and is expected to close before April 19, 2027.
The combined company is designed to operate as a Nasdaq-listed diversified holding company with two distinct businesses. Opifex will contribute its creator-economy platform, which focuses on verified human content across publishing, music, and video. Safe Harbor will continue to operate its cannabis-focused fintech platform, which has processed over $36 billion in cannabis-related transactions across 41 states and territories.
Regarding ownership, Opifex security holders are expected to own approximately 85% of the combined company on a fully diluted basis, while Safe Harbor’s existing stakeholders would own 15%. This Safe Harbor allocation may be adjusted within a range of 12.5% to 17.5% based on an independent fairness opinion. The term sheet contemplates an Opifex valuation of not less than $50 million, subject to an independent valuation. The combined company’s board will consist of five members, with Greg Newman, a technology pioneer and serial entrepreneur, serving as Chairman.
The transaction is intended to support Safe Harbor’s plan to maintain its Nasdaq listing. As previously announced, Nasdaq granted Safe Harbor an additional 180-day compliance period through April 19, 2027, to regain compliance with the $1.00 minimum bid price requirement. The parties intend to negotiate a definitive agreement and are subject to various conditions, including the negotiation of a definitive agreement, satisfactory due diligence, completion of Opifex’s audited financial statements, and stockholder approval.
