Fathom and Neighborhood Intelligence propose revised merger deal

Fathom Holdings Inc. (Nasdaq: FTHM) and Neighborhood Intelligence Inc. (Nasdaq: NXH) have announced a proposed alternative transaction that would replace their previously announced merger agreement dated June 16, 2026.

Under the revised structure, NXH would contribute its approximately 38.8% direct and indirect ownership interest in tZERO Group Inc., its Medici-related fund assets, and its direct investment in GrainChain Inc. to Fathom, in exchange for newly issued Fathom shares. The contributed digital assets would be ascribed a value of no less than $130 million, subject to Fathom's due diligence and the negotiation of definitive agreements.

NXH is expected to maintain a controlling interest in Fathom following the transaction. The original merger agreement, under which Fathom shareholders were to receive 0.2236 shares of NXH common stock for each Fathom share, would be terminated upon execution of definitive documentation.

Marcus Lemonis, Executive Chairman and Chief Executive Officer of NXH, said the structure is intended to convert digital assets "whose value can be difficult for the market to see on our balance sheet" into "a more transparent and trackable public equity stake."

Scott Flanders, Chairman of Fathom Holdings, said the proposed structure "recognizes the progress of our existing businesses while bringing significant new assets and a controlling strategic shareholder to Fathom."

The companies also contemplate a long-term data sharing and commercial agreement aimed at reducing customer acquisition costs across brokerage, title, mortgage and other home-related services.

The transaction remains subject to definitive agreements, board and stockholder approvals from Fathom, NXH board approval, an independent fairness opinion, and applicable regulatory and third-party approvals. The companies noted there is no assurance the transaction will be completed on the described terms or at all.

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