Fathom Holdings Inc. and Neighborhood Intelligence, Inc. (formerly Bed Bath & Beyond, Inc.) announced on September 24, 2026, that they have agreed to explore an alternative transaction structure to replace their previously announced merger agreement dated June 16, 2026. The new proposal aims to combine Fathom’s national residential brokerage and title business with substantially all of NXH’s digital asset holdings.
Under the proposed structure, NXH would contribute its digital asset portfolio to Fathom. This portfolio includes an approximately 38.8% direct and indirect ownership interest in tZERO Group, Inc., Medici-related fund assets, and a direct investment in GrainChain, Inc. In exchange, NXH would receive newly issued shares of Fathom common stock. The transaction is designed to ascribe no less than $130 million in value to these contributed digital assets, driven principally by the interest in tZERO, subject to Fathom’s validation of the valuation during due diligence.
The companies anticipate that the original Merger Agreement, which stipulated Fathom shareholders would receive 0.2236 shares of NXH common stock for each Fathom share, will be terminated. Under the new plan, NXH is expected to maintain a controlling interest in Fathom following the transaction. The final share count will be determined in the definitive agreements.
Fathom intends to use the transaction to identify and pursue acquisitions of relevant operating assets that complement its existing businesses, including its brokerage and title platforms. The companies also plan to enter into a long-term data sharing and commercial agreement to connect consumers across brokerage, title, and mortgage services.
The transaction remains subject to the negotiation of definitive agreements, approval from the boards of directors of both companies, an independent fairness opinion, regulatory approvals, and other customary closing conditions. There can be no assurance that the transaction will be completed on the described terms or at all.
