Netcapital Signs Non-Binding LOI to Acquire Resmac Mortgage Banking Assets from RezyFi
Rhea-AI Summary
Netcapital (Nasdaq: NCPL) signed a non-binding LOI to acquire substantially all mortgage banking assets and assumed liabilities of Resmac from RezyFi via new subsidiary SD Holdco. Consideration totals $5.0 million, payable in 2.5 million shares of SD Holdco Series A Convertible Preferred Stock.
Assets are expected to include state mortgage lending licenses, HUD Title II non-supervised direct endorsement mortgagee approval, FHA-related approvals, servicing rights, loans, technology platforms, and customer relationships. Earnouts could add up to 1.5 million preferred shares based on revenue and a future $10 million SD Holdco public offering. Netcapital contemplates a future dividend spinout of SD Holdco, creating a separate public financial services company.
Positive
- Proposed $5.0 million Resmac asset purchase via 2.5 million SD Holdco preferred shares
- Acquisition expected to include state licenses and HUD Title II mortgagee approval
- Earnout up to 1.0 million preferred shares tied to $10.0 million GAAP revenue in 24 months
- Additional 500,000 preferred shares possible if SD Holdco completes $10.0 million public offering
- Netcapital contemplates dividend spinout of SD Holdco as separate public financial services company
Negative
- Letter of Intent is non-binding and subject to required consents and approvals
- SD Holdco preferred stock not convertible into or exchangeable for Netcapital securities
- Up to 1.5 million additional SD Holdco preferred shares may be issued under earnout conditions
- Future Form S-1 filing and contemplated spinout described as efforts and intentions, not completed actions
News Market Reaction – NCPL
In the Jun 4 session, NCPL gained 0.99%, reflecting a mild positive market reaction. Argus tracked a peak move of +14.0% during that session. Argus tracked a trough of -8.5% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 09 | Portfolio acquisition | Positive | +20.5% | Zelgor acquired Mixie Web3 gaming platform with AI game tools and media reach. |
| Apr 23 | Portfolio acquisition | Positive | +2.6% | Zelgor bought Spellbook Studio, adding MMO franchise with 120,000 players. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Prior acquisition-related headlines for NCPL-linked businesses saw positive next-day moves, suggesting this news type has historically coincided with favorable price reactions.
Over the past year, Netcapital has highlighted multiple acquisition-driven expansions. In April–June 2025, portfolio company Zelgor completed two acquisitions in gaming and Web3 infrastructure, with 24-hour moves of +2.59% and +20.52%. More recently in 2026, Netcapital itself has executed asset purchases in AI and digital design, as well as a broader strategic shift toward an AI-powered capital markets platform. Today’s proposed Resmac asset deal continues this pattern of using acquisitions to add new operating platforms and revenue opportunities.
Key Terms
letter of intent financial
convertible preferred stock financial
hud title ii regulatory
mortgage servicing rights financial
gaap financial
form s-1 registration statement regulatory
public offering financial
dividend spinout financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Proposed transaction expected to establish new financial services subsidiary focused on residential mortgage origination, servicing and related financial services opportunities
BOSTON, June 04, 2026 (GLOBE NEWSWIRE) -- Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that it has entered into a non-binding Letter of Intent (“LOI”) with RezyFi, Inc. regarding the proposed acquisition by a newly formed wholly-owned South Dakota subsidiary of Netcapital (“SD Holdco”) of substantially all of the assets and assumed liabilities of Resmac, Inc., a wholly owned subsidiary of RezyFi.
Resmac is a residential mortgage bank and holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states, and maintains warehouse financing relationships.
“Entering into this LOI reflects our strategy to pursue opportunities that can add new revenue streams while leveraging our existing business, technology infrastructure and capital markets capabilities,” said Todd Violette, Chief Executive Officer of Netcapital. “The proposed Resmac asset purchase would bring an operating mortgage banking platform with established regulatory approvals, lending infrastructure and customer relationships into a structure we believe is highly complementary to Netcapital’s private capital markets ecosystem.
“By combining Resmac’s mortgage origination and servicing capabilities with Netcapital’s experience in capital formation, investor engagement and scalable financial technology, we believe SD Holdco could become a dedicated platform for growth in financial services while allowing Netcapital to remain focused on its AI-powered private capital markets strategy,” added Violette.
Contemplated Transaction Summary
The proposed transaction includes the following parameters:
- Transaction would be structured as an asset purchase by SD Holdco, a newly formed wholly owned subsidiary of Netcapital. SD Holdco would acquire substantially all of the assets and assumed liabilities of Resmac, subject to required consents and approvals.
- Total acquisition value is
$5.0 million , payable solely through the issuance of 2.5 million shares of SD Holdco Series A Convertible Preferred Stock with a stated value of$2.00 per share. The SD Holdco preferred stock would not be convertible into, or exchangeable for, securities of Netcapital. - Acquired assets are expected to include state mortgage lending licenses, HUD Title II non-supervised direct endorsement mortgagee approval, related FHA certifications and approvals, mortgage servicing rights, mortgage loans, technology systems, loan origination platforms, trade names, domain names, trademarks, customer and borrower relationships, and other operating contracts and arrangements.
- RezyFi may be eligible to receive up to 1.0 million additional shares of SD Holdco preferred stock if the Resmac business unit achieves cumulative GAAP revenue of at least
$10.0 million within 24 months after closing. - RezyFi may also be eligible to receive up to 500,000 additional shares of SD Holdco preferred stock if SD Holdco completes an SEC-declared effective Form S-1 registration statement for a public offering resulting in gross proceeds of at least
$10.0 million . - Following closing, Netcapital and SD Holdco would use commercially reasonable efforts to file a Form S-1 registration statement with the SEC to register equity securities of SD Holdco for public distribution.
- Netcapital would contemplate distributing its interest in SD Holdco to Netcapital shareholders of record as a dividend spinout.
- The contemplated spinout would create a separate public financial services company in which both Netcapital shareholders and RezyFi would hold equity interests.
About Netcapital Inc.
Netcapital Inc. (Nasdaq: NCPL) is a capital markets technology company leveraging regulatory infrastructure and proprietary market data to deliver AI-powered solutions for private capital markets. The Company is transforming its business model to provide data-driven tools, liquidity solutions, and comprehensive support for growth-stage companies. Netcapital is based in Boston, Massachusetts.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed transaction, the proposed formation of SD Holdco, the potential acquisition of Resmac assets and assumed liabilities, the potential issuance of SD Holdco preferred stock, the potential filing of a Form S-1 registration statement, the potential completion of a financing, the potential spinout or distribution of SD Holdco securities to Company shareholders, the potential development of a trading market for SD Holdco securities, and the expected benefits of the proposed transaction. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. The proposed transaction is subject to numerous conditions, including due diligence, regulatory approvals, third-party consents, board approval, and execution of a definitive agreement. The LOI is non-binding with respect to the proposed acquisition, except for specified binding provisions. There can be no assurance that the parties will enter into a definitive agreement, that the proposed transaction will be completed, that any financing will be obtained, that any registration statement will be filed or declared effective, or that any spinout, distribution, or public trading market will occur.
Investor Contact
800-460-0815
ir@netcapital.com
