AcquisitionsJun 4, 2026, 08:41 AM
Netcapital to Acquire Resmac Mortgage Assets for $5M in Preferred Stock
AI Summary
Netcapital Inc. has entered into a non-binding Letter of Intent (LOI) to acquire substantially all of the assets and assumed liabilities of Resmac, Inc., a residential mortgage bank, from RezyFi, Inc. The proposed acquisition, valued at $5.0 million payable in convertible preferred stock of a newly formed subsidiary (SD Holdco), aims to establish a new financial services subsidiary focused on residential mortgage origination and servicing. Netcapital intends to spin out SD Holdco to its shareholders, creating a separate publicly traded financial services company.
Key Highlights
- Netcapital Inc. signs non-binding LOI to acquire Resmac Mortgage Banking Assets from RezyFi.
- The proposed transaction is valued at $5.0 million, payable in 2.5 million shares of SD Holdco Series A Convertible Preferred Stock.
- Acquired assets include state mortgage lending licenses, HUD Title II approval, and mortgage servicing rights.
- RezyFi may receive up to 1.0 million additional SD Holdco shares if Resmac achieves $10.0 million in cumulative GAAP revenue within 24 months.
- RezyFi may also receive up to 500,000 additional SD Holdco shares if SD Holdco completes an SEC-declared effective Form S-1 for a $10.0 million public offering.
- Netcapital plans to spin out SD Holdco to Netcapital shareholders as a dividend, creating a separate public financial services company.
Price Impact
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