Key Highlights

● New structure: Fathom Holdings and Neighborhood Intelligence, Inc. are exploring an alternative Merger structure replacing their original June 16, 2026 agreement.

● Digital-asset contribution: Neighborhood Intelligence would contribute digital Assets valued at no less than $130 million, anchored by a roughly 38.8% stake in tZERO Group, Inc., for newly issued Fathom shares and a controlling stake.

● Former Bed Bath & Beyond: Neighborhood Intelligence is the company formerly known as Bed Bath & Beyond, Inc., now repositioning as a data and technology company.

● Still non-binding: The restructured deal remains subject to negotiation of definitive agreements, board approvals, an independent fairness opinion, and regulatory approvals, with no target signing or closing date disclosed.

Fathom Holdings (NASDAQ:FTHM) and Neighborhood Intelligence (NASDAQ:NXH) told investors on September 24, 2026 that they are exploring an alternative structure for their merger, replacing the agreement the two companies signed on June 16, 2026. The new framework would have Neighborhood Intelligence contribute a package of digital assets, anchored by a roughly 38.8% direct and indirect stake in tZERO Group, Inc., valued at no less than $130 million, in exchange for newly issued Fathom shares and a controlling interest in the combined company. The disclosure came as a joint press release attached to an 8-K filed by Fathom.

From a Stock-Swap Merger to a Digital-Asset Contribution

Under the original June 16 agreement, Neighborhood Intelligence, the company formerly known as Bed Bath & Beyond, Inc., was to combine with Fathom on the basis of an exchange ratio, with the release describing terms of roughly 0.2236 Neighborhood Intelligence shares for each Fathom share. The companies now say they are working toward a different structure altogether. Instead of a straight share-for-share combination, Neighborhood Intelligence would inject digital assets, including its interest in tZERO, a securities-infrastructure business, along with Medici-related fund assets and its direct Investment in GrainChain, Inc., into Fathom. In return, Fathom would issue new shares to Neighborhood Intelligence sufficient to give it a controlling position in the resulting company.

What Is Being Valued, and How

The companies put the value of the contributed digital assets at no less than $130 million, with the tZERO stake as the largest single component. The filing does not specify how many new Fathom shares would be issued or the exact post-transaction ownership split; those terms, the release indicates, are still to be worked out in definitive documentation. The restructuring is intended to give Neighborhood Intelligence's digital-asset holdings, which include stakes tied to blockchain-based securities trading, a more liquid, publicly tradable form as part of a Nasdaq-listed operating company.

What the Companies Said

Marcus Lemonis, Executive Chairman and Chief Executive Officer of Neighborhood Intelligence, said the goal is to "translate them into a more transparent and trackable public Equity stake," referring to the company's digital-asset holdings. Scott Flanders, Chairman of Fathom Holdings, said the combination pairs those assets with an operating business, noting that "Fathom brings a national brokerage business, a title platform and real transactions." Fathom operates as a national residential real estate brokerage and title services platform; Neighborhood Intelligence has been repositioning itself as a data and technology company following its emergence from the former Bed Bath & Beyond Bankruptcy estate.

Still Subject to Definitive Terms

Nothing in the filing is final. Both companies describe the new structure as one they are "exploring," and the release states that any restructured transaction remains subject to negotiation and execution of definitive agreements, approval by both companies' boards, an independent fairness opinion, applicable regulatory approvals, and other customary closing conditions. The 8-K does not disclose a target signing or closing date for the revised deal, nor does it address what happens to the original June 16 merger agreement if the parties do not reach new terms.

Four Milestones Before This Deal Closes

Investors should watch for: (1) execution of a definitive agreement setting the exact number of new Fathom shares to be issued and the resulting ownership split; (2) the independent fairness opinion required before any restructured deal proceeds; (3) regulatory approvals, which are not detailed in this filing; and (4) whether the original June 16, 2026 merger agreement is formally terminated or amended once new terms are reached. No closing date has been announced.