Key facts
- Fathom Holdings and Neighborhood Intelligence are shifting from a merger to a stock-for-assets deal.
- Neighborhood Intelligence will contribute digital assets valued at least $130 million to Fathom.
- Neighborhood Intelligence will receive newly issued Fathom shares in exchange for its digital assets.
- Neighborhood Intelligence is expected to become Fathom's controlling shareholder.
- Neighborhood Intelligence's digital assets include its stake in tZERO Group Inc.
- Neighborhood Intelligence previously terminated its acquisition of F9 Brands.
Fathom Holdings Inc. and Neighborhood Intelligence Inc. (formerly Bed Bath and Beyond) are restructuring their proposed combination into a stock-for-assets transaction, moving away from an all-stock merger. Under the new agreement, Neighborhood Intelligence will contribute its digital asset portfolio, valued at no less than $130 million, to Fathom in exchange for newly issued Fathom shares. This deal is expected to result in Neighborhood Intelligence holding a controlling interest in Fathom.
The original merger agreement, announced on June 16, 2026, valued Fathom at approximately $53.38 million. The revised transaction aims to provide greater visibility into the value of Neighborhood Intelligence's digital assets, which include its approximately 38.8% ownership in tZERO Group Inc., Medici-related fund assets, and an investment in GrainChain. The final valuation and share structure are subject to definitive agreements and Fathom's due diligence.
This shift signifies a strategic pivot for Fathom, integrating its traditional real estate brokerage and title services with Neighborhood Intelligence's digital assets. The companies view real estate as a natural application for tZERO's digital securities infrastructure, exploring possibilities like tokenizing real estate assets and creating new liquidity pathways. Fathom's leadership plans to collaborate with tZERO, GrainChain, and Medici portfolio companies to commercialize these use cases.
Additionally, Fathom is considering potential acquisitions of relevant operating assets to expand its core businesses, with any such moves subject to review with Neighborhood Intelligence and regulatory considerations under the Investment Company Act of 1940. The companies are also exploring a data-sharing agreement to reduce customer acquisition costs and integrate services across brokerage, title, and mortgage offerings.
Separately, Neighborhood Intelligence recently 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.