Neighborhood Intelligence drops planned combination

The requested fee credit is for potential future use and remains subject to compliance with Rule 457(p).

Rhea-AI Filing Summary

Neighborhood Intelligence, Inc. requests withdrawal of its Form S-4 registration statement, effective October 5, 2026, because it no longer plans to complete the described business combination. The company requests that fees paid for the registration statement be credited for potential future use under Rule 457(p), subject to compliance with that rule, and acknowledges that the fees will not be refunded.

Key Terms

Registration Statement on Form S-4, Rule 457(p), business combination

3 terms

Registration Statement on Form S-4 regulatory

"Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Rule 457(p) regulatory

"in accordance with Rule 457(p) of the Securities Act"

business combination financial

"business combination described in the Registration Statement"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 07:22 AM Accepted by SEC EDGAR 10/05/2026 - 07:22 AM Learn about SEC filing dates

Neighborhood Intelligence, Inc.

433 W. Ascension Way, 3^rd Floor

Murray, Utah  84123

October 5, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Scott Anderegg

Donald Field

Division of Corporation Finance

Office of Trade & Services

Re: Neighborhood Intelligence, Inc.

Request for Withdrawal of Registration Statement on Form S-4

CIK No. 0001130713

File No. 333-298399

To the addressees set forth above:

Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), Neighborhood Intelligence, Inc. (the “Company”) hereby respectfully requests that the Company’s Registration Statement on Form S-4 (File No. 333-298399), together with all exhibits thereto, and as subsequently amended from time to time (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on August 18, 2026, be withdrawn, effective as of the date hereof. The Company hereby notifies the Commission that it is withdrawing the Registration Statement because it no longer plans to consummate the business combination described in the Registration Statement.

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Company requests that, in accordance with Rule 457(p) of the Securities Act and subject to compliance with the requirements thereof, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for potential future use.

Please contact Benjamin J. Cohen of Latham & Watkins LLP, counsel to the Company, at (212) 906-1623 or at benjamin.cohen@lw.com, if you have any questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Sincerely,

/s/ Marcus Lemonis

Marcus Lemonis

Chief Executive Officer