Mergers & Acquisitions ·
SHF Holdings signs non-binding term sheet to combine with Opifex Media in reverse acquisition
SHFSSHF Holdings, Inc.
SHF Holdings, Inc. has entered into a non-binding term sheet for a proposed business combination with Opifex Media Inc., a media holding company focused on the creator economy. Under the structure, Opifex would merge into a wholly owned subsidiary of SHF and become its sole operating subsidiary in a transaction accounted for as a reverse acquisition. At closing, existing Opifex security holders are expected to own approximately 85% of the combined company, while SHF stakeholders would retain about 15%, subject to valuation adjustments between 12.5% and 17.5%. The deal aims to create a diversified holding company with two distinct businesses: Opifex’s creator-economy platforms and SHF’s cannabis financial services. The transaction is contingent on due diligence, stockholder approval, Nasdaq listing compliance, and the completion of an independent valuation for Opifex, which is valued at not less than $50 million. SHF operates as a fintech platform providing banking, lending, and payment solutions to the regulated cannabis industry.