Netcapital targets Resmac in $5 million mortgage banking asset deal

Netcapital Inc. struck a deal to acquire all of the mortgage banking assets and assumed liabilities of Resmac Inc. from parent company RezyFi Inc., a move that would create a new residential mortgage subsidiary and potential spinout.

Netcapital, a Boston-based capital markets technology firm, announced Thursday that it signed a nonbinding letter of intent (LOI) with RezyFi. Under the terms, a newly formed and wholly owned South Dakota subsidiary, SD Holdco, would purchase the Resmac assets in an all-stock deal valued at $5 million.

Resmac is a residential mortgage bank that operates in 11 states and originated about $110 million in mortgages in 2025, according to mortgage tech platform RETR. It holds active Title II nonsupervised direct endorsement lender approval through the U.S. Department of Housing and Urban Development (HUD) and maintains warehouse credit facilities.

If the deal closes, RezyFi will transfer Resmac’s state mortgage lending licenses; HUD and Federal Housing Administration (FHA) approvals; mortgage servicing rights and loans; loan origination and technology systems, trade names and trademarks; and customer and borrower relationships, the companies announced.

“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,” Todd Violette, Netcapital’s CEO, said in a statement.

“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.” 

The proposed transaction would be structured as an asset purchase by SD Holdco, which would issue 2.5 million shares of Series A convertible preferred stock with a stated value of $2 per share to RezyFi. 

RezyFi could earn up to 1 million additional preferred shares if the Resmac business unit generates at least $10 million in cumulative GAAP revenue within 24 months of closing, and a further 500,000 preferred shares if SD Holdco completes a filing for a public offering with at least $10 million in gross proceeds, Netcapital said.

Netcapital is considering distributing its SD Holdco interest to existing Netcapital shareholders as a dividend-type spinout. That structure would result in a separate public financial services company in which both Netcapital shareholders and RezyFi would hold equity stakes.