Key facts
- Fathom Holdings and Neighborhood Intelligence Inc. terminated their merger agreement.
- Both companies stated current market valuations do not reflect their fair value.
- Neighborhood Intelligence will retain ownership of its blockchain and digital asset investments, including its stake in tZERO.
- The companies will explore strategic collaborations, including data-sharing arrangements.
- Neighborhood Intelligence previously terminated its acquisition of F9 Brands.
Fathom Holdings Inc. and Neighborhood Intelligence Inc., which was formerly known as Bed Bath and Beyond before a name change in August 2026, have mutually agreed to terminate their merger agreement. The companies announced the decision on Monday, stating that current market valuations do not accurately reflect the fair value of either entity.
This termination halts a planned combination that aimed to integrate Fathom's real estate and title operations with Neighborhood Intelligence's technology and data assets. Both company boards concluded that proceeding with the merger at current share prices would not be in the best interest of their shareholders. Scott Flanders, Fathom's chairman, noted that while the initial merger was pursued for its potential to create long-term value, current valuations do not appropriately reflect the fair value of either company.
Neighborhood Intelligence, trading on the Nasdaq under the ticker NXH, will retain ownership and control of its blockchain and digital asset investments, including its stake in tZERO. The company's chairman and CEO, Marcus Lemonis, stated that retaining these assets offers the greatest opportunity for investors to benefit from future appreciation, a decision made after consulting with shareholders and reviewing alternatives. Lemonis also characterized the decision to keep blockchain assets as independent from the merger termination.
Instead of a full merger, Fathom and Neighborhood Intelligence plan to explore strategic collaborations. These could include data-sharing arrangements and leveraging each other's complementary technology and assets. Any joint work would be subject to definitive agreements and regulatory approvals, with both companies expected to remain independent and focus on their respective operating priorities. Fathom, a cloud-based real estate brokerage, mortgage, and title platform, has been focusing on profitability and efficiency in a challenging housing market, where access to data and technology is increasingly important for competitive advantage.
This situation follows a previous pivot where the companies had agreed to a stock-for-assets transaction, which would have seen Neighborhood Intelligence contribute substantially all of its digital asset portfolio, valued at approximately $130 million, to Fathom in exchange for Fathom shares. The original all-stock deal, announced on June 16, had valued Fathom at about $53.38 million.
Neighborhood Intelligence is also involved in other merger-related disputes. In early September, the company terminated its proposed acquisition of F9 Brands, the parent company of Lumber Liquidators and Cabinets To Go. F9 Brands has since filed a lawsuit against Neighborhood Intelligence, alleging false statements were made regarding the failed merger. Neighborhood Intelligence stated that F9 Brands was unable to meet closing requirements within the agreed timeframe.