Neighborhood Intelligence Inc美股招股说明书(2026-08-18版)

Neighborhood Intelligence, Inc. Up to 46,229,056 Shares of Common Stock This prospectus relates to the offer and resale of up to 46,229,056 shares (the “Resale Shares”) of commonstock, par value $0.0001 per share (the “Common Stock”) of Neighborhood Intelligence, Inc. (formerly known asBed Bath & Beyond, Inc. (the “Company,” “we,” “our,” “us,” and like expressions), by the selling stockholdersidentified in this prospectus and in any prospectus supplement to this prospectus (collectively, the “SellingStockholders”), which shares consist of (i) 13,570,481 shares of Common Stock issued to certain SellingStockholders in connection with the Agreement and Plan of Merger, dated as of April 2, 2026, by and among theCompany, TCS Merger Sub LLC and The Container Store Holdings, LLC (“TCS”) upon consummation of thetransactions contemplated thereby (the “TCS Merger”), (ii) up to 25,458,575 shares of Common Stock issuableupon conversion of the Company’s 5.00% Convertible Senior Notes due 2033 (the “Convertible Notes”) held bycertain Selling Stockholders, including shares of Common Stock issuable as make-whole payments in connectionwithconversions of the Convertible Notes following certain fundamental changes of the Company orredemptions of Convertible Notes, issued in connection with the TCS Merger pursuant to an Indenture (the“Indenture”), by and among the Company, the guarantors from time to time party thereto and ComputershareTrust Company, N.A., as trustee, and (iii)7,200,000 shares of Common Stock issued to certain SellingStockholders pursuant to an Agreement and Plan of Merger, dated as of June30, 2026, by and among theCompany, Beyond Home Services, LLC, SFV Merger Sub, Inc., TwoPonds, Inc. (d/b/a SFV Services) (“SFVServices”) and the other parties thereto upon consummation of the transactions contemplated thereby (the “SFVMerger”). We are not selling any shares of our Common Stock under this prospectus and will not receive anyproceeds from the sale of the Resale Shares by the Selling Stockholders. Sales of the Resale Shares by the Selling Stockholders may occur at fixed prices, at market prices prevailingat the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Stockholdersmay sell their Resale Shares from time to time to or through underwriters, broker-dealers or agents, who mayreceive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, thepurchasers of the Resale Shares, or both. We are paying the cost of registering the shares of common stock covered by this prospectus as well asvarious related expenses. The Selling Stockholders are responsible for all broker or similar commissions relatedto the offer and sale of their Resale Shares. See the section titled “Plan of Distribution” on page16for moreinformation about how the Selling Stockholders may sell or dispose of their Resale Shares. Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NXH.” OnAugust17, 2026, the last reported sale price of our Common Stock on Nasdaq was $4.28 per share. Investing in our Common Stock involves a high degree of risk. You should carefully consider theinformation under the heading “Risk Factors” beginning on page6of this prospectus and in the documentsincorporated by reference into this prospectus and any applicable prospectus supplement, before buyingshares of our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiTRADEMARKSiiiSPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS6USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9SELLING STOCKHOLDERS12PLAN OF DISTRIBUTION16LEGAL MATTERS18EXPERTS18WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAINDOCUMENTS BY REFERENCE19 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the SEC utilizing a “shelf” registration process.Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities described inthis prospectus. We will not receive any proceeds from the shares of Common Stock offered by the SellingStockholders under this prospectus. In connection with the offer and sale of securities by the Selling Stockholders, the Selling Stockholders mayprovide a prospectus supplement to this prospectus that contains specific information about the securities beingoffered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectusesto be provided to you that may contain material information relating to these offerings. Any such prospectussupplement or free writing prospectus may also add, update or ch