Alameda Research Ltd — Entry #6: Schedules/Statements filed:, Stmt of Financial Affairs
Case: Alameda Research Ltd deb · 22-11067
filed November 11, 2022
What this document is
Docket entry #6 · filed March 16, 2023
Schedules/Statements filed:, Stmt of Financial Affairs,. Filed by Alameda Research Ltd. (Brown, Kimberly) (Entered: 03/16/2023)
Who is involved
- Alameda Research Ltd
- Kroll Restructuring Administration LLC
- U.S. Trustee
Why we have it
We follow this case because it names a company we track, although that company is not a party:
- IREN: its former name “Iris Energy Pty Ltd” appears in a filing in this case.
…DATED 7/26/2021 Iris Energy Pty Ltd 2.119 lease is for and the nature…
A free copy from the RECAP archive of federal court filings (mirrored at the Internet Archive), retrieved November 01, 2026. Federal court filings are public records.
Document text
55 page(s), 216,623 characters, converted from the PDF's text layer · plain text.
Full text
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 1 of 55
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
In re:
Case No. 22-11068 (JTD)
FTX Trading Ltd., et al., 1
(Jointly Administered)
Debtors.
GLOBAL NOTES AND STATEMENTS OF LIMITATIONS,
METHODOLOGY, AND DISCLAIMERS REGARDING THE
DEBTORS’ SCHEDULES OF ASSETS AND LIABILITIES
AND STATEMENTS OF FINANCIAL AFFAIRS
FTX Trading Ltd. and its affiliated debtors and debtors-in-possession (collectively, the
“Debtors”), are filing their respective Schedules of Assets and Liabilities (each, a “Schedule” and,
collectively with attachments, the “Schedules”) and Statements of Financial Affairs (each, a
“Statement” and, collectively with attachments, the “Statements”) in the United States Bankruptcy
Court for the District of Delaware (the “Court”) pursuant to section 521 of title 11 of the United
States Code (the “Bankruptcy Code”) and rule 1007 of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”).
Ms. Mary Cilia has signed the Schedules and Statements on behalf of the Debtors. Ms.
Cilia is the Chief Financial Officer of the Debtors. She has been authorized to execute the
Schedules and Statements on behalf of the Debtors. In reviewing and signing the Schedules and
Statements, Ms. Cilia necessarily has relied upon the efforts, statements and representations of the
Debtors and the Debtors’ financial, legal and other agents and advisors (collectively, the
“Advisors”). Ms. Cilia has not (and could not have) personally verified the accuracy of each
statement and representation contained in the Schedules and Statements, including statements and
representations concerning amounts or quantities owed to creditors, classification of such amounts
and quantities and creditor addresses and contact information. Additionally, Ms. Cilia has not (and
could not have) personally verified each amount, quantity or current value listed in each of the
Schedules and Statements or the classification thereof.
The Debtors prepared the Schedules and Statements with the assistance of their Advisors.
The Schedules and Statements are unaudited and subject to potential adjustment, revisions and/or
amendments, which may be material. In preparing the Schedules and Statements, the Debtors
relied on financial data derived from their books and records that was available and accessible at
1
The last four digits of FTX Trading Ltd.’s and Alameda Research LLC’s tax identification number are 3288 and
4063 respectively. Due to the large number of debtor entities in these Chapter 11 Cases, a complete list of the
Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list
of such information may be obtained on the website of the Debtors’ claims and noticing agent at
https://cases.ra.kroll.com/FTX.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 2 of 55
the time of preparation. As set forth in more detail below, the Debtors cannot confirm that the
information provided is complete and accurate, although the Debtors have made reasonable efforts
to ensure the accuracy and completeness of such financial information. Subsequent information
or discovery of additional information may result in material changes in financial and other data
contained in the Schedules and Statements and inadvertent or unintentional errors, omissions or
inaccuracies may exist. The Schedules and Statements are unaudited and remain subject to further
review and adjustment to reflect the Debtors’ ongoing reconciliation efforts. The amounts
reflected in these Statements and Schedules reflect the Debtors’ efforts to report values and
information as of the Petition Date (unless otherwise stated) through March 8, 2023. The Debtors’
investigations and reconciliations are ongoing and, as such, the results thereof may result in
revision, amendment, supplementation and/or adjustment of the Schedules and Statements.
For the avoidance of doubt, the Debtors hereby reserve all of their rights, including to
revise, amend, supplement and/or adjust the Schedules and Statements.
The Debtors and their Advisors do not guarantee or warrant the accuracy or completeness
of the data that is provided and shall not be liable for any loss or injury arising out of or caused in
whole or in part by the acts, errors, or omissions, whether negligent or otherwise, in procuring,
compiling, collecting, interpreting, reporting, communicating, or delivering the information
contained herein and in the Schedules and Statements. While reasonable efforts have been made
to provide accurate and complete information herein, inadvertent errors or omissions may exist
and other limitations described below impacted the Debtors ability to do so in certain instances.
The Debtors and their Advisors expressly do not undertake any obligation to update, modify, revise
or re-categorize the information provided, or to notify any third party should the information be
updated, modified, revised or recategorized except as required by applicable law. In no event shall
the Debtors and their Advisors be liable to any third party for any direct, indirect, incidental,
consequential and/or special damages (including, but not limited to, damages arising from the
disallowance of a potential claim against any Debtor or damages to business reputation, lost
business or lost profits), whether foreseeable or not and however caused, even if the Debtors and/or
their Advisors are advised or notified of the possibility of such damages.
Disclosure in one or more Schedules, one or more Statements, or one or more exhibits or
attachments to the Schedules or Statements, even if incorrectly placed, shall be deemed to be
disclosed in the correct Schedules, Statements, exhibits or attachments.
These Global Notes and Statements of Limitations, Methodology and Disclaimers
Regarding the Debtors’ Schedules and Statements (collectively, the “Global Notes”) pertain to,
and are incorporated by reference in, and comprise an integral part of, all of the Schedules and
Statements. The Global Notes are in addition to the specific notes set forth below with respect to
the Schedules and Statements (the “Specific Notes” and, together with the Global Notes, the
“Notes”). These Notes should be referred to, and referenced in connection with, any review of the
Schedules and Statements.
Background and Limitations
As set forth in the Declaration of John J. Ray III in Support of Chapter 11 Petitions and
First Day Pleadings [D.I. 24] (the “Ray Declaration”), solely for purposes of presentation and
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 3 of 55
organizational purposes, the Debtors and their businesses are categorized into four silos:
(a) Debtor West Realm Shires Inc. and its Debtor and non-Debtor subsidiaries (collectively, the
“WRS Silo”), (b) Debtor Alameda Research LLC and its Debtor subsidiaries (collectively, the
“Alameda Silo”), (c) Debtor Clifton Bay Investments LLC and certain of its Debtor affiliates
(collectively, the “Ventures Silo”) and (d) Debtor FTX Trading Ltd. and its Debtor and non-Debtor
subsidiaries (collectively, the “Dotcom Silo”).
With respect to the Debtors’ books and records, as discussed in the Ray Declaration, the
circumstances surrounding the commencement of the Debtors’ Chapter 11 Cases were
extraordinary and have materially impacted the Debtors’ ability to access and marshal information
about their businesses. Prior to the commencement of the Debtors’ Chapter 11 Cases, the Debtors
operated, with other direct and indirect subsidiaries, on a global, decentralized and stand-alone
basis. There has been no indication that there was formal documentation of policies, procedures,
internal controls or other common management oversight tools utilized by companies of similar
size. There were no indications of the existence of utilized global financial accounting systems,
treasury systems, risk management systems, employment/benefits databases, global contract
databases or corporate secretarial systems commonly and critically maintained and utilized by
similarly large commercial enterprises with a global presence. Records were more commonly
decentralized and maintained on more individualized cloud-based data repositories shared in
smaller groups. Under this operating format, it was normal practice for the books and records to
be maintained by third party bookkeeping providers (the “Outsourcers”) and managed by the
respective local Debtor. Additionally, the financial reporting technology varied and was typically
owned or licensed by the Outsourcers. Supporting financial accounting, treasury and employment
records were not generally kept in a single repository and were often managed in numerous cloud
environments maintained by various individuals rather than on the more traditional server-based
electronic record repositories. The Debtors relied heavily on outsourced contractors to fill several
of its key accounting, finance, and treasury roles who also maintained their own data repositories
separate from the Debtors. This infrastructure has made it extraordinarily difficult and time-
consuming to gather, review, analyze and compile the data required to prepare the Debtors’
Schedules and Statements. These efforts are ongoing. After the commencement of these Chapter
11 Cases, a number of the Outsourcers stopped providing services to the Debtors. The Debtors
reserve all rights to revise, amend, supplement and/or adjust the Schedules and Statements.
Moreover, a significant number of the Debtors’ employees and contractors resigned on or
around the Petition Date. The Debtors were significantly and adversely affected by the
discontinuation of services from the Outsourcers, the above-referenced proceedings and the
employee and contractor departures because they lost full and direct access to certain personnel, a
portion of their books and records, certain back office systems and document repositories. Since
the commencement of these Chapter 11 Cases, the Debtors’ advisors have been and continue to,
locate and reconstruct the Debtors’ books and records.
The last close of the Debtors’ books in the normal course of business was performed for
limited entities in the WRS and Dotcom Silos in their respective jurisdictions as of September 30,
2022. In order to prepare the books and records for each of the Debtors as of the Petition Dates
(as defined below), the Debtors’ reengaged certain former employees and selectively re-contracted
certain Outsourcers. The Debtors and their Advisors have attempted to bring forward the
September 30, 2022 financial statements to November 30, 2022 and have used the November 30,
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 4 of 55
2022 information prepared by Debtor employees, contractors and Outsourcers to roll back account
balances for each Debtor to the respective Petition Dates, considering known business activity and
transactions occurring from the Petition Dates through November 30, 2022. In doing so, the
Debtors were required to make certain estimates and assumptions, which are also reflected in the
information contained in the Schedules and Statements.
With respect to the Alameda and Ventures Silos, the books and records were either
improperly maintained or not prepared by the Debtors prior to the Petition Date. Additionally, the
individuals previously responsible for the Debtors’ books and records of these two Silos are
currently unavailable to provide information either due to local proceedings, unwillingness to
engage with the Debtors’ current management or are under criminal guilty pleas or indictment
(e.g., Samuel Bankman-Fried, Caroline Ellison and Gary Wang). Therefore, the Debtors’ and their
Advisors developed processes and procedures to construct the information presented in the
Schedules and Statements as of the Petition Date based on currently available and accessible
information. The Debtors reserve the right to revise, amend, supplement and/or adjust the
Schedules and Statements.
With respect to certain entities within the Dotcom Silo, the individuals previously
responsible for the Debtors’ books and records are currently unavailable to provide information
either due to local proceedings or unwillingness to engage with the Debtors’ current management.
Additionally, substantiating documentation for certain book balances and transactions was often
limited or unavailable. Therefore, the Debtors’ and their Advisors developed processes and
procedures to construct certain information presented in the Schedules and Statements as of the
Petition Date based on currently available and accessible information. The Debtors reserve the
right to revise, amend, supplement and/or adjust the Schedules and Statements.
Additionally, on or around the time of the commencement of these Chapter 11 Cases, many
of the non-Debtor entities around the world became subject to various proceedings, in which
administrators or trustees were appointed by the applicable authorities to oversee, manage and
administer the affairs of those affiliates going forward. A summary of those proceedings is below.
FTX DM Joint Provisional Liquidation and Chapter 15 Recognition
On November 10, 2022, the Securities Commission of The Bahamas filed a petition for
provisional liquidation of FTX Digital Markets Ltd. (“FTX DM”) with the Supreme Court of The
Bahamas (the “Bahamas Court”). On the same day, the Bahamas Court granted such petition and
appointed Brian C. Simms KC as provisional liquidator of FTX DM. On November 14, 2022, the
Bahamas Court appointed Kevin G. Cambridge and Peter Greaves of PricewaterhouseCoopers as
additional JPLs, to serve alongside Mr. Simms (collectively, the “JPLs”).
On November 15, 2022, the JPLs filed a Chapter 15 petition for recognition of FTX DM’s
provisional liquidation proceeding as a foreign main proceeding in the United States under Chapter
15 of the U.S. Bankruptcy Code. On February 15, 2023, the Court entered an order granting the
JPL’s recognition petition. In re FTX Digital Markets Ltd., Case No. 22-11217 (JTD) (Bankr. D.
Del.) [D.I. 129].
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 5 of 55
Bahamas Recognition Proceeding
On February 8, 2023, Mr. Kurt Knipp filed a petition with the Bahamas Court seeking entry
of an order recognizing him as the foreign representative of the following Debtors in The Bahamas
with the right to act in The Bahamas on behalf of or in the name of each of such Debtors: (a) West
Realm Shires Inc., (b) West Realm Shires Services Inc., (c) Alameda Research LLC, (d) Alameda
Research Ltd., (e) Maclaurin Investments Ltd., (f) Clifton Bay Investments LLC and (g) FTX
Trading Ltd. On February 23, 2023, the Bahamas Court entered a Declaratory Order granting the
requested relief.
Australian Voluntary Administration Proceedings
On November 11, 2022, Scott Langdon, Rahul Goyal and John Mouawad of KordaMentha
were appointed by the Board of Directors as joint and several voluntary administrators to FTX
Australia Pty Ltd and FTX Express Pty Ltd. The first meeting of creditors for these entities was
held on December 1, 2022. These proceedings are ongoing.
Finally, substantial assets of the Debtors were transferred to Related Parties and insiders
which are included in these Schedules & Statements as receivable or transfers in their respective
sections. The Debtors have located documentation related to some of these transfers but many
appear to have been undocumented. The Debtors are undertaking a process to locate and recover
these assets. The Debtors reserve the right to revise, amend, supplement and/or adjust the
Schedules and Statements
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 6 of 55
Global Notes and Overview of Methodology
The Schedules, Statements and Notes should not be relied upon by any persons for
information relating to current or future financial conditions, events or performance of any
of the Debtors, including, but not limited to, any potential recoveries or distributions related
to claims against the Debtors.
1. Description of the Cases. On November 11, 2022 and November 14, 2022 (as
applicable, the “Petition Date”), 2 the Debtors filed with the Court voluntary
petitions for relief under chapter 11 of the United States Bankruptcy Code. The
cases (the “Chapter 11 Cases”) are pending before the Honorable John T. Dorsey,
and are jointly administered for procedural purposes only under the lead case
captioned In re FTX Trading Ltd., et al., Case No. 22-11068 (JTD) (Bankr. D. Del.).
On February 13, 2023, the Court entered an order dismissing the chapter 11 cases
of FTX Turkey Teknoloji Ticaret Anonim Sirketi and SNG Investments Yatirim ve
Danismanlik Anonim Sirketi [D.I. 711].
2. Basis of Presentation. For financial reporting purposes, most of the Debtors
prepared financial statements on a legal entity basis. While consistent with their
historical practice for most Debtor entities, several of the entities within the
Alameda Silo maintained only one set of combined books. The Schedules and
Statements are unaudited and reflect the Debtors’ reasonable efforts to report
certain financial information of each Debtor on a stand-alone basis. These
Schedules and Statements do not purport to and do not represent financial
statements prepared in accordance with Generally Accepted Accounting Principles
in the United States (“GAAP”). The Debtors used what they believe to be a
reasonable basis to attribute assets and liabilities to each Debtor entity. However,
because the Debtors’ accounting systems, policies, and practices were limited and
maintained inconsistently by legal entity, or not at all, it is possible that not all
assets, liabilities, or operational activity have been recorded, or were not recorded
with the correct legal entity on the Schedules and Statements. Accordingly, the
Debtors reserve all rights to revise, amend, supplement and/or adjust the Schedules
and Statements, including with respect to reallocation of assets or liabilities to any
Debtor entity.
3. Reporting Date. Unless otherwise noted on the specific responses, the Statements
and the liabilities reflected on the Schedules generally reflect the Debtors’ books
and records as of the Petition Date except as may have been adjusted for authorized
payments made under the First Day Orders (as defined below). The cash and other
assets listed on the Schedules are as of the Petition Date unless otherwise stated,
and have not been adjusted for authorized payments made under the First Day
Orders. As set forth herein, amounts ultimately realized may vary from whatever
value was ascribed and such variance may be material. Accordingly, the Debtors
reserve all of their rights to revise, amend, supplement and/or adjust the values set
2
November 11, 2022 is the petition date for all Debtors, except for West Realm Shires Inc.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 7 of 55
forth in the Statements and the assets and liabilities reflected on the Schedules. In
addition, the amounts shown for total liabilities exclude items identified as
“unknown,” “disputed,” “contingent,” “unliquidated,” “undetermined” and “N/A”
and, thus, ultimate liabilities may differ materially from those stated in the
Schedules and Statements.
4. Allocation of Liabilities. The Debtors, in consultation with their Advisors,
have sought to allocate liabilities between prepetition and postpetition periods
based on the information and research that was conducted in connection with the
preparation of the Schedules and Statements. As additional information becomes
available and further research is conducted, the allocation of liabilities between
prepetition and postpetition may change. The Debtors reserve the rights to revise,
amend, supplement and/or adjust the Schedules and Statements.
5. Duplication. Certain of the Debtors’ assets, liabilities and prepetition payments
may properly be disclosed in response to multiple parts of the Schedules and
Statements. Except as otherwise discussed below, to the extent these disclosures
would be duplicative, the Debtors have made best efforts to only list such assets,
liabilities and prepetition payments once.
6. Entity Accounts Payable and Disbursement Systems. As described in the
Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the
Debtors to (A) Operate a Post-petition Cash Management System, (B) Maintain
Existing Business Forms, and (C) Perform Intercompany Transactions,
(II) Granting a Partial Waiver of the Deposit Guidelines Set Forth in Section
345(B), and (III) Granting Certain Related Relief, [D.I. 47], prior to the
commencement of the Chapter 11 Cases, the Debtors utilize a decentralized cash
management system. Prior to the commencement of these Chapter 11 Cases, each
Debtor generally maintained individual bank and payment service accounts to
collect, transfer and distribute funds in the ordinary course of business. The
Debtors maintained approximately 400 known bank and payment service accounts.
The Debtors have been taking the necessary efforts to obtain access to, and regain
control of, each of these known bank and payment service accounts and these
efforts remain ongoing. Payment service account providers do not always provide
information reporting consistent with reporting expected from a traditional
financial institution, which creates limitations and challenges in preparation of the
Schedules and Statements. There is a significant volume of transactions and
currency that occurred within the Debtors’ accounts on a daily basis with both third
parties and between accounts held by affiliates. While the Debtors have taken
reasonable measures to obtain the information necessary to compile the Schedules
and Statements, there is a risk that this information is inaccurate or incomplete.
Additionally, although efforts have been made to attribute open payable amounts
to the correct Debtor entity, the Debtors reserve the right to revise, amend,
supplement and/or adjust their Schedules and Statements, including to attribute
such payment to a different Debtor entity.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 8 of 55
7. Accuracy. As discussed in the Ray Declaration, the deficiencies with the Debtors’
record keeping and reporting have been well documented. The financial
information disclosed in the Schedules and Statements was not prepared in
accordance with federal or state securities laws or other applicable non-bankruptcy
law or in lieu of complying with any periodic reporting requirements thereunder.
Persons and entities trading in or otherwise purchasing, selling, or transferring any
claims against or equity interests in the Debtors should evaluate this financial
information in light of the purposes for which it was prepared and should not rely
upon such information for such or any other purposes. The Debtors are not liable
for and undertake no responsibility to indicate variations from securities laws or for
any evaluations of the Debtors based on this financial information or any other
information.
8. Valuation Generally. In certain instances, current market valuations are not
maintained by or readily available to the Debtors. Moreover, it would be
prohibitively expensive, unduly burdensome, and an inefficient use of estate assets
for the Debtors to obtain current market valuations of all of their assets solely for
purposes of the Schedules and Statements. Accordingly, unless otherwise stated,
net book values as of the Petition Date are presented. When necessary, the Debtors
have indicated that the value of certain assets is “unknown” or “undetermined.”
Amounts ultimately realized may vary materially from net book value (or spot
value or other value so ascribed). Accordingly, the Debtors reserve all rights to
revise, amend, supplement and/or adjust the asset values set forth in the Schedules
and Statements. The omission of an asset from the Schedules and Statements does
not constitute a representation regarding the ownership of such asset, and any such
omission does not constitute a waiver of any rights of the Debtors with respect to
such asset.
As noted herein, the Debtors are currently marketing certain assets for sale pursuant
to those certain Court-approved bidding procedures. See Order (A) Approving Bid
Procedures, Stalking Horse Procedures and the Form and Manner of Notices for
the Sale of Certain Businesses, (B) Approving Assumption and Assignment
Procedures and (C) Scheduling Auction(s) and Sale Hearing(s) [D.I.487] and
Order (I) Authorizing and Approving Procedures for the Sale or Transfer of
Certain De Minimis Assets and Fund Assets and (II) Approving Assumption,
Assignment and Rejection Procedures and (III) Granting Related Relief [D.I. 702].
Accordingly, the current or fair value of those assets may be determined in
connection with the sales processes. As noted herein, amounts ultimately realized
from the sale process may vary materially from net book value.
9. Valuation of Cryptocurrency. Cryptocurrency amounts are generally listed per
token rather than a conversion to price in U.S. dollars. To the extent cryptocurrency
values are presented in U.S. dollars, they reflect the valuation as set forth in the
Debtors’ books and records as of the Petition Date or the time of the relevant
transaction, as applicable, or such other pricing as set forth in these Notes. Actual
net realizable value may vary significantly. The Debtors reserve all rights to revise,
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 9 of 55
amend, supplement and/or adjust such values presented in the Schedules and
Statements.
10. Paid Claims. Pursuant to the “first day” and “second day” orders of the Court
entered in the Chapter 11 Cases (collectively, the “First Day Orders”) as well as
other orders of the Court, the Debtors have authorization to pay certain outstanding
prepetition claims. As such, outstanding liabilities have been reduced by any court-
approved postpetition payments made on prepetition payables. Where and to the
extent these liabilities have been satisfied, they are not listed in the Schedules and
Statements, unless otherwise indicated. Regardless of whether such claims are
listed in the Schedules and Statements, to the extent the Debtors later pay any
amount of the claims listed in the Schedules and Statements pursuant to any orders
entered by the Court, the Debtors reserve all rights to revise, amend, supplement
and/or adjust the Schedules and Statements or take other action, such as filing
claims objections, as is necessary and appropriate to avoid overpayment or
duplicate payments for liabilities. Nothing herein should be deemed to alter the
rights of any party-in-interest to contest a payment made pursuant to an order of the
Court where such order preserves the right to contest such payment.
11. Undetermined Amounts. Claim amounts that could not readily be quantified by
the Debtors are scheduled as “unliquidated”, “undetermined”, “unknown” or
“N/A.” The description of an amount as “unliquidated”, “undetermined”,
“unknown” or “N/A” is not intended to reflect upon the materiality or allowance
of, or distribution with respect to the amount.
12. Guarantees and Other Secondary Liability Claims. The Debtors exercised their
reasonable efforts to locate and identify guarantees and other secondary liability
claims (collectively, the “Guarantees”) in their executory contracts, unexpired
leases and other such agreements. Where such Guarantees have been identified,
they are included in the relevant Schedules and Statements. Guarantees embedded
in the Debtors’ executory contracts, unexpired leases and other agreements may
have been omitted inadvertently. The Debtors reserve their right to revise, amend,
supplement and/or adjust the Schedules and Statements to the extent that additional
Guarantees are identified. In addition, the Debtors reserve the right to amend the
Schedules and Statements to re-characterize and reclassify any such contract or
claim.
13. Excluded Liabilities and Assets. The Debtors believe that they have identified,
but did not necessarily value, all material categories of assets and liabilities in the
Schedules. As set forth in note 16 below, the Debtors have excluded intercompany
assets and liabilities from the Schedules and Statements. Additionally, certain
immaterial or de minimis liabilities and assets may have been excluded. Finally,
the Debtors have also excluded from the Schedules and Statements cryptocurrency
that was not in the Debtors’ possession or controlled by the Debtors as of the
Petition Date and any unauthorized transfers, gains or losses or other adjustments
of cryptocurrencies that occurred either before or after the Petition Date. The
Debtors reserve all rights with respect to such cryptocurrency.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 10 of 55
14. Cryptocurrency. Certain of the Debtors’ assets are cryptocurrencies or digital
tokens based on a publicly accessible blockchain. Cryptocurrencies are unique
assets. Certain laws and regulations that may be applicable to cryptocurrencies do
not contemplate or address unique issues associated with the cryptocurrency
economy, are subject to significant uncertainty, and vary widely across U.S.
federal, state, and local and international jurisdictions. The Debtors make no
representations or admissions concerning the status of cryptocurrency as a
“security” under any state, federal, or local domestic or international statute,
including United States federal securities laws, and reserve all rights with respect
to such issues and all rights to revise, amend, supplement and/or adjust the
Schedules and Statements.
15. Customers. In order to preserve the confidentiality of customer identities and in
compliance with the Final Order (I) Authorizing the Debtors to Maintain a
Consolidated List of Creditors in Lieu of Submitting a Separate Matrix for Each
Debtor, (II) Authorizing the Debtors to Redact or Withhold Certain Confidential
Information of Customers and Personal Information of Individuals and
(III) Granting Certain Related Relief [D.I. 545] (the “Redaction Order”), customers
have been scheduled utilizing an unique, individualized customer identification
number (each, a “Customer Code”) assigned to each applicable customer by the
Debtors. The Customer Code is not the same as the customer account number of
such customer that existed prior to the filing of these Chapter 11 Cases. The
Debtors will provide notice of a customer’s Customer Code by email to the email
on file for such customer.
16. Insiders. For purposes of the Schedules and Statements, the Debtors defined
“insiders” pursuant to section 101(31) of the Bankruptcy Code as: (a) directors;
(b) officers; (c) persons in control of the Debtors; (d) relatives of the Debtors’
directors, officers or persons in control of the Debtors and (e) debtor/non-debtor
affiliates of the foregoing. Additionally, an entity may be designated as an “insider”
for the purposes of the Schedules and Statements if such entity, based on the totality
of the circumstances, has a close relationship with any of the Debtors and a lack of
arm’s length dealings. Certain of the individuals or entities may not have been
insiders for the entirety of the 12-month period before the Petition Date, but the
Debtors have included them herein out of an abundance of caution. Entities or
persons listed as “insiders” have been included for informational purposes only,
and the inclusion or omission of them in the Schedules and Statements shall not
constitute an admission that those persons are or are not “insiders” for purposes of
section 101(31) of the Bankruptcy Code. The rights of the Debtors and other third
parties with respect to any determinations of “insiders” are reserved.
Information regarding the individuals or entities listed as insiders in the Schedules
and Statements may not be used for: (a) the purposes of determining (i) control of
the Debtors; (ii) the extent to which any individual or entity exercised management
responsibilities or functions; (iii) corporate decision-making authority over the
Debtors; or (iv) whether such individual or entity could successfully argue that it is
not an insider under applicable law, including the Bankruptcy Code and federal
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 11 of 55
securities laws, or with respect to any theories of liability or (b) any other purpose.
Furthermore, the listing or omission of a party as an insider for purposes of the
Schedules and Statements is not intended to be, nor should it be, construed an
admission of any fact, right, claim, or defense, and all such rights, claims, and
defenses are hereby expressly reserved.
The process to identify insiders and related payments remain ongoing, and the
Debtors reserve all rights to revise, amend, supplement and/or adjust the Schedules
and Statements.
17. Intercompany Balances. The Schedules do not include a reporting of
intercompany or certain affiliate balances. The process to reconcile and validate
all intercompany balances among the Debtors or between Debtors and certain of its
affiliates is ongoing and is incomplete and, as such, the Debtors are not in a position
currently to report such balances. The volume and magnitude of intercompany and
affiliate transactions in both digital and fiat assets are significant and pervasive
throughout the Debtors’ and their affiliates’ accounts. Identification of these
transactions is complex for numerous reasons including agent relationships or
improper labeling of transactions or accounts, and the efforts to initially identify
and verify those transactions are ongoing. The Debtors expect that the
intercompany and affiliate balances will materially impact and change the reported
assets and liabilities of many of the Debtors and the related recoveries of claims
against such Debtors. The Debtors reserve all rights, claims and defenses in
connection with any and all intercompany and affiliate receivables and payables,
including with respect to the characterization of intercompany and affiliate claims,
loans and notes.
18. Totals. All totals that are included in the Schedules and Statements represent totals
of all the known amounts. Amounts marked as “unknown”, “undetermined” or
“N/A” are not included in the calculations of the totals. To the extent there are
unknown disputed, contingent, unliquidated or otherwise undetermined amounts,
the actual total may differ materially from those stated in the Schedules and
Statements.
19. Currency. All amounts shown in the Schedules and Statements are in U.S. Dollars,
unless otherwise indicated. Foreign currency amounts have been translated to U.S.
Dollar equivalents using published exchange rates at the relevant date or for the
relevant period.
20. Setoffs. The Debtors may incur certain setoffs and other similar rights during the
ordinary course of business. Offsets in the ordinary course can result from various
items, including, without limitation, margin call or other lending-related
transaction, intercompany transactions, pricing discrepancies, returns and other
disputes between the Debtors and their account holders and/or suppliers. These
offsets and other similar rights are consistent with the ordinary course of business
in the Debtors’ industry and may not be tracked separately. Therefore, although
such offsets and other similar rights may be included in the Schedules, other offsets
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 12 of 55
are not independently accounted for, and as such, may be excluded from the
Schedules. The Debtors reserve all rights with respect to setoffs and offsets.
21. Causes of Action. Despite their reasonable efforts to identify all known assets, the
Debtors may not have listed all of their claims, causes of action, potential claims or
potential causes of action against third parties as assets in their Schedules and
Statements, including, but not limited to, preferences and avoidance actions arising
under chapter 5 of the Bankruptcy Code and actions under other relevant non-
bankruptcy laws to recover assets, controversy, right of setoff, cross claim,
counterclaim, or recoupment and any claim on contracts or for breaches of duties
imposed by law or in equity, demand, right, action, lien, indemnity, guaranty, suit,
obligation, liability, damage, judgment, account, defense, power, privilege, license,
and franchise of any kind or character whatsoever, known, unknown, fixed or
contingent, matured or unmatured, suspected or unsuspected, liquidated or
unliquidated, disputed or undisputed, secured or unsecured, assertable directly or
derivatively, whether arising before, on, or after the Petition Date, in contract or in
tort, in law or in equity, or pursuant to any other theory of law. The Debtors’
investigation efforts remain ongoing. The Debtors reserve all of their rights with
respect to any claims, causes of action, preference or avoidance actions they may
have, and neither these Notes nor the Schedules and Statements shall be deemed a
waiver of any such claims, causes of actions, preference or avoidance actions or in
any way prejudice or impair the assertion of such claims, or in any way act as an
admission of any fact or liability or the character thereof. Additionally, prior to the
Petition Date, each Debtor, as plaintiff, may have commenced various lawsuits in
the ordinary course of its business against third parties seeking monetary damages.
22. Credits and Adjustments. The claims of individual creditors for, among other
things, goods, products, services or taxes are listed as the amounts entered on the
Debtors’ books and records and may not reflect credits, allowances or other
adjustments due from such creditors to the Debtors. The Debtors reserve all of their
rights with regard to such credits, allowances and other adjustments, including the
right to assert claims objections and/or setoffs with respect to the same, or apply
such allowances in the ordinary course of business on a postpetition basis.
23. Solvency. Given the exclusion of intercompany balances and the uncertainty
surrounding the collection, valuation and ownership of certain assets, including,
among other things, net operating losses or other tax attributes, and the valuation
and nature of certain liabilities, to the extent that a Debtor shows more assets than
liabilities, nothing in the Schedules or Statement shall constitute an admission that
the Debtors were solvent as of the Petition Date or at any time before the Petition
Date. Likewise, to the extent a Debtor shows more liabilities than assets, nothing
in the Schedules or Statement shall constitute an admission that such Debtor was
insolvent as of the Petition Date or at any time before the Petition Date. For the
avoidance of doubt, nothing contained in the Schedules and Statements is indicative
of the Debtors’ enterprise value or solvency. The Debtors reserve all rights with
respect to these issues.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 13 of 55
24. Liens. Property and equipment listed in the Schedules and Statements are
presented without consideration of any liens that may attach (or have attached) to
such property and equipment.
25. Leases of Equipment and Other Assets. In the ordinary course of their business,
the Debtors lease equipment and other assets from certain third-party lessors for
use in the daily operation of their businesses. The Debtors have made commercially
reasonable efforts to list any such leases in Schedule G. Except as otherwise noted
herein, the property subject to any such leases is not reflected in Schedule A/B as
either owned property or assets of the Debtors, and neither is such property or assets
of third parties within the control of the Debtors. Nothing in the Schedules is or
shall be construed as an admission or determination as to the legal status of any
lease (including whether any lease is a true lease or a financing arrangement), and
the Debtors reserve all rights with respect to any of such issues, including the
recharacterization thereof.
26. Confidential, Sensitive or Personally Identifiable Information. There may be
instances in which certain information in the Schedules and Statements
intentionally has been redacted due to, among other things, the nature of an
agreement between a Debtor and a third party, local restrictions on disclosure,
concerns about the confidential or commercially sensitive nature of certain
information, or concerns for the privacy of an individual. Additionally, pursuant to
the Redaction Order, the Debtors have redacted certain customer and personally
identifiable information contained in the Schedules and Statements. Payments
made to individuals and certain other instances where personally identifiable
information could otherwise be disclosed have been reported without disclosing
personally identifiable information. All such redacted information shall be made
available in accordance with the terms of the Redaction Order.
27. Reservation of Rights. As noted above, reasonable efforts have been made to
prepare and file complete and accurate Schedules and Statements, however,
inadvertent errors or omissions may exist. The Debtors reserve all rights to revise,
amend, supplement and/or adjust the Schedules and Statements from time to time
in all respects. The Debtors reserve all rights with respect to issues involving or
defenses against claims, substantive consolidation, defenses, statutory or equitable
subordination, and/or causes of action arising under the Bankruptcy Code and any
other relevant non-bankruptcy laws to recover assets or avoid transfers. Any
specific reservation of rights contained elsewhere in the Notes does not limit in any
respect the general reservation of rights contained in this paragraph.
Nothing contained in the Schedules, Statements or Notes shall constitute a waiver
of rights with respect to these Chapter 11 Cases, including, but not limited to, the
following:
a) Any failure to designate a claim listed on the Debtors’ Schedules and
Statements as a) “disputed,” b) “contingent,” or c) “unliquidated” does not
constitute an admission by the Debtors that such amount is not “disputed,”
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 14 of 55
“contingent,” or “unliquidated” or a waiver of any right to later object to
any claim on any grounds. The Debtors reserve the right to dispute and to
assert setoff rights, offsets, counterclaims, and defenses to any claim
reflected on the Schedules as to amount, liability, and classification, and to
otherwise subsequently designate any claim as “disputed,” “contingent,” or
“unliquidated.” Moreover, listing a claim does not constitute an admission
of liability by the Debtors against which the claim is listed or by any of the
Debtors. The Debtors reserve all rights to object to the extent, validity,
enforceability, priority or avoidability of any claim (regardless of whether
such claim is designated in the Schedules and Statements as “disputed,”
“contingent,” or “unliquidated”). The Debtors reserve all rights to seek
disallowance of any claim, including pursuant to section 502(d) of the
Bankruptcy Code where an entity from which property is recoverable under
section 542, 543, 550 or 553 of the Bankruptcy Code unless such entity has
paid the amount or turned over such property to the Debtors. The Debtors
reserve all rights to revise, amend, supplement and/or adjust their Schedules
and Statements, including with respect to claim amounts, description,
classification and designation.
b) Nothing contained in the Schedules and Statements is intended or should be
construed as an admission or stipulation of the validity or allowance of any
claim against the Debtors, any assertion made therein or herein, or a waiver
of the right to dispute the allowance of, or any distributions in connection
with, any claim or assert any cause of action or defense against any party.
c) Notwithstanding that the Debtors have made reasonable efforts to correctly
characterize, classify, categorize or designate certain claims, assets,
executory contracts, unexpired leases and other items reported in the
Schedules and Statements, the Debtors nonetheless may have improperly
characterized, classified, categorized or designated certain items. The
Debtors reserve all rights to recharacterize, reclassify, recategorize or
redesignate items reported in the Schedules and Statements.
d) Information requested by the Schedules and Statements requires the
Debtors to make a judgment regarding the appropriate category in which
information should be presented or how certain parties, claims or other data
should be labeled. The Debtors’ decisions regarding the category or label
to use is based on the best information available as of the preparation of
these Schedules and Statements. The Debtors reserve all rights to revise,
amend, supplement and/or adjust the Schedules and Statements, including
to the extent some information currently presented should be moved to a
different category or labeled in a different way.
e) The listing of a claim (i) on Schedule D as “secured,” (ii) on Schedule E/F
(Part 1) as “priority,” (iii) on Schedule E/F (Part 2) as “unsecured” or
(iv) listing a contract or lease on Schedule G as “executory” or “unexpired”
does not constitute an admission by the Debtors of the legal rights of the
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 15 of 55
claimant or counterparty, or a waiver of the Debtors’ rights to object to such
claim or recharacterize or reclassify such claim, contract or lease, or a
waiver of the Debtors’ rights to setoff such claims. The Debtors reserve all
rights to revise, amend, supplement and/or adjust the Schedules and
Statements in this regard and reserve all rights to assert that any contract
listed on the Debtors’ Schedules and Statements does not constitute an
executory contract within the meaning of section 365 of the Bankruptcy
Code, and the right to assert that any lease so listed does not constitute an
unexpired lease within the meaning of section 365 of the Bankruptcy Code.
f) The Debtors reserve all of their rights, claims and causes of action with
respect to the contracts and agreements listed on the Schedules and
Statements, including, but not limited to, the right to dispute and challenge
the characterization or the structure of any transaction, document and
instrument related to a creditor’s claim.
g) Exclusion of certain intellectual property should not be construed to be an
admission that such intellectual property rights have been abandoned, have
been terminated or otherwise expired by their terms, or have been assigned
or otherwise transferred pursuant to a sale, acquisition, or other transaction.
Conversely, inclusion of certain intellectual property should not be
construed to be an admission that such intellectual property rights have not
been abandoned, have not been terminated or otherwise expired by their
terms, or have not been assigned or otherwise transferred pursuant to a sale,
acquisition, or other transaction.
28. Global Notes Control. In the event that the Schedules or Statements differ from
any of the foregoing Global Notes, the Global Notes shall control.
Specific Notes with Respect to the Debtors’ Schedules
29. Schedule A/B, Part 1 – Cash and Cash Equivalents. The reported bank balances
(including investments and overnight accounts) and cash on hand include cash held
in various currencies, converted into U.S. dollars as of the Petition Date. The
Debtors have attempted to independently verify the cash balances as of the Petition
Date. Where the Debtors and their Advisors have not been able to access an
account, book balances are reported. Additionally, the Debtors continue to
investigate, identify and recover additional cash assets as new information becomes
available.
30. Schedule A/B, Part 2 – Deposits and Prepayments. Deposits and prepayments
includes certain prepayments related to various advertising and sponsorship
agreements, security deposits, retainers and other miscellaneous deposits and
prepayments, which have been presented in AB7 at the net unamortized value as of
the Petition Date. The Debtors have made reasonable efforts to identify all deposits
and prepayments, but the lack of detailed historical amortization information has
resulted in a presentation of the net unamortized value as a lump sum amount rather
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 16 of 55
than by individual asset. Efforts continue to segregate the books and records
balances by individual asset. Additionally, the Schedules may not reflect an
exhaustive list of all deposits and prepayments. The amounts listed in response to
AB7 include deposits by Debtors that may have been offset and withdrawn
postpetition by the counterparty. In addition, certain retainers or deposits reflect
payments to professionals made by a certain Debtor entity that may be subject to
applicable allocation amongst the Debtors. Finally, the amount ultimately
recovered on such deposits and prepayments may vary materially from the amounts
reported herein. The Debtors reserve their rights, but are not required, to amend
the Schedules and Statements.
31. Schedule A/B Part 3 Question 11. The Debtors are in the process of evaluating
their receivables including the collectability of such receivables. All receivables
are reported in response to Question 11b (over 90 days old) notwithstanding that
certain of such receivables may have been less than 90 days old at the Petition Date.
Receivables have been reported at net book value which includes allowance for
doubtful accounts. The Debtors did not perform a full assessment of the
collectability of receivables in conjunction with the preparation of the Schedules.
Therefore, the amount ultimately recovered may vary materially from the amount
reported herein.
32. Schedule A/B Part 4 - Investments. Investments in consolidated subsidiaries have
been listed with an undetermined value. The Debtors do not believe that any book
value is indicative of the value of such assets and have not obtained a fair market
valuation of the assets. Other investments have been reported at the funded amount
or recorded cost per books and records, which may be materially different from the
current fair market value of the investment.
33. Schedule A/B Part 7 – Office furniture, fixtures and equipment; and
collectibles. Office furniture, fixtures and equipment have been reported at the net
book value, which may materially differ from the current fair market of the related
assets.
34. Schedule A/B, Part 9 – Real Property. Real property consists primarily of
properties purchased in the Bahamas and leasehold improvements on various leased
facilities, including on any leases that may have been rejected or mutually
terminated after the Petition Date. Properties owned in the Bahamas and leasehold
improvements have been reported in the Schedules at the Net Book Value, which
may materially differ from the current market value of the properties.
35. Schedule A/B, Part 10 – Intangibles and Intellectual Property. The value of
intangibles and intellectual property has been listed as undetermined, with a
notational comment that includes the existing book value of such intangibles and
intellectual property. The Debtors do not believe that the book value of the
intangibles and intellectual property is indicative of the current fair market value of
such assets and have included the book value amounts solely for informational
purposes as no valuation for impairment has been performed at this time.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 17 of 55
The Debtors may have excluded certain intellectual property. Exclusion of certain
intellectual property shall not be construed to be an admission that such intellectual
property rights have been abandoned, have been terminated, or otherwise have
expired by their terms, or have been assigned or otherwise transferred pursuant to
a sale, acquisition, or other transaction. Conversely, inclusion of certain intellectual
property shall not be construed to be an admission that such intellectual property
rights have not been abandoned, have not been terminated, or otherwise have not
expired by their terms, or have not been assigned or otherwise transferred pursuant
to a sale, acquisition, or other transaction.
36. Schedule A/B, Part 11, Question 71 – Notes Receivable. Notes Receivable
include transfers of fiat cash to both insiders and external third parties. The Debtors
and their Advisors have reviewed loan contracts and recorded loan amounts at the
contractually stated amount, adjusted for accrued interest and payments. Where
undocumented transfers of cash to insiders were identified these were classified as
notes receivable with no accrued interest. The collectible amount of Notes
Receivable is currently undetermined. Notes Receivable does not include any
transfers of cryptocurrencies or digital assets.
37. Schedule A/B, Part 11, Question 72 – Tax Refunds and Unused Net Operating
Losses (NOLs). Refunds represent dollar-for-dollar claims made with taxing
authorities to return previous overpayments of tax. Unused NOLs may be available
to offset Debtor taxable income for the period ended December 31, 2022 and
forward. Unused NOLs are presented on an individual Debtor basis for U.S.
Federal income tax purposes. Due to the complexities of certain U.S. state and
local net operating loss rules for combined/unitary groups, these amounts are
disclosed at the filing entity level. These disclosures were compiled based on
information made available to the Debtors and their advisors at the time of this
filing. The Debtors and their Advisors continue to review the underlying filing
positions to confirm accuracy, and reserve the right to revise, amend, supplement
and/or adjust the Schedules and Statements.
38. Schedule A/B, Part 11, Question 73 – Insurance Policies. The insurance policies
listed in response to question 73 are listed only for the Debtor entities that are
identified as named insureds on the respective policies and are not listed in response
to question 73 for any other Debtor entities that may fall within the respective
definitions of insured entities under such policies.
39. Schedule A/B, Part 11, Question 77 – Crypto Holdings & Collateral Assets.
Crypto assets are listed herein by their trading symbol and include the quantity held
as of the Petition Date. Where USD Spot Price Value is listed, the amounts were
derived by multiplying the quantity of tokens held with the spot price as of the
Petition Date based on preliminary information publicly available from
CoinMarketCap (www.coinmarketcap.com). If spot pricing was unavailable as of
the Petition Date at CoinMarketCap, the Debtors have reported the asset as Value
Unknown. The current value of the crypto assets is undetermined and could vary
significantly from any valuation as of the Petition Date. Additionally, all Crypto
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 18 of 55
Holdings are presumed to be held by an individual Debtor within each Silo. The
Debtors reserve all rights to revise, amend, supplement and/or adjust any reported
pricing in the Schedules and Statements.
40. Schedule A/B, Part 11, Question 77 – Tokens Receivables. The Debtors are
contractual counterparties to agreements in which certain tokens are delivered as
part of a vesting schedule. For the purposes of listing the quantities of tokens
receivable as of the Petition Date, the Debtors assumed that all tokens due prior to
the Petition Date were delivered, but efforts to verify those assumptions are ongoing
and could materially impact the amounts reported herein. The Debtors have listed
the counterparty, related token and quantity of tokens that were scheduled to be
received after the Petition Date. Where spot prices were readily available as of the
Petition Date from CoinMarketCap, an USD Spot Price Receivable Amount was
calculated and provided herein by multiplying the quantity of tokens due as of the
Petition Date with the spot price as of the Petition Date based on preliminary
information publicly available from CoinMarketCap (www.coinmarketcap.com).
If spot pricing was unavailable as of the Petition Date at CoinMarketCap, the
Debtors have reported the Funded Amount for the tokens. Contracts that include
token warrants do not have a quantifiable amount of tokens due as of the Petition
Date and have been reported at the Funded Amount. The current value of the
tokens receivable are undetermined and could vary significantly from any valuation
as of the Petition Date or the funded amounts for such assets. The Debtors reserve
all rights to revise, amend, supplement and/or adjust Token Receivables in the
Schedules and Statements.
41. Schedule A/B, Part 11, Question 77 – Fund Investments. Fund investments have
been reported at the funded amount or recorded cost per books and records, which
may be materially different from the current fair market value of the investment.
42. Schedule D. The Debtors have not included parties that may believe their claims
are secured through setoff rights, inchoate statutory lien rights, or other lien rights
created by the laws of the various jurisdictions in which the Debtors operate. The
amounts outstanding under the Debtors’ prepetition secured debt reflect
approximate amounts as of the Petition Date to the extent known. Descriptions
provided on Schedule D are intended only to be a summary. Reference to the
applicable loan agreements and related documents is necessary for a complete
description of the collateral and the nature, extent, and priority of any liens. The
Debtors reserve all rights to dispute or otherwise assert offsets, defenses or
avoidance claims to any claim reflected on the Schedule D as to amount, liability,
classification, or identity of a Debtor, or to otherwise subsequently designate any
claim as “disputed,” “contingent,” or “unliquidated.” The Debtors dispute some or
all of the liens and collateral purportedly supporting any claim reflected on
Schedule D, and reserve all rights to void or avoid any such liens or collateral, as
appropriate.
Except as otherwise agreed pursuant to a stipulation or agreed order or general order
entered by the Bankruptcy Court, the Debtors reserve the right to dispute or
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 19 of 55
challenge the validity, perfection or immunity from avoidance of any lien purported
to be granted or perfected in any specific asset to a creditor listed on Schedule D of
any Debtor. Moreover, although the Debtors may have scheduled claims of various
creditors as secured claims, the Debtors reserve all rights to dispute or challenge
the secured nature of any such creditor’s claim or the characterization of the
structure of any such transaction or any document or instrument (including, without
limitation, any intercreditor agreement) related to such creditor’s claim. In certain
instances, a Debtor may be a co-obligor or guarantor with respect to scheduled
claims of the other Debtors, and no claim set forth on Schedule D of any Debtor is
intended to acknowledge claims of creditors that are otherwise satisfied or
discharged by other entities. The descriptions provided in Schedule D are intended
only to be a summary. Reference to the applicable loan agreements and related
documents is necessary for a complete description of the collateral and the nature,
extent and priority of any liens. Nothing in these Notes or the Schedules and
Statements shall be deemed a modification or interpretation of the terms of such
agreements.
43. Schedule E/F.
a) The claims of individual creditors for, among other things, goods, products,
services or taxes are listed as the amounts entered on the Debtors’ books
and records and may not reflect credits, allowances, or other adjustments
due from such creditors to the Debtors. The Debtors reserve all of their
rights with regard to such credits, allowances, and other adjustments,
including the right to assert claims objections and/or setoffs with respect to
the same.
b) The Debtors’ prepetition tax obligations are more fully described in the
Motion for Order Authorizing (I) Debtors to Pay Certain Taxes and Fees
and (II) Financial Institutions to Honor Related Payment Requests [D.I.
267] (the “Taxes Motion”). Pursuant to the order granting the Taxes
Motion, the Debtors were authorized to pay various prepetition taxes,
regulatory fees and assessments, and related obligations that were payable
to numerous taxing authorities. To the extent such obligations have been
paid in the postpetition period pursuant to the order, the Debtors have made
efforts to exclude the related obligations from the Schedules. The Debtors
reserve all rights to further amend the Schedules or deem claims satisfied
should it later be determined that any such paid prepetition obligation has
been inadvertently reported in the Schedules.
c) The Debtors have included various governmental agencies on Schedule E/F
(Part 1) out of an abundance of caution whose obligations may not be
“taxes” pursuant to the applicable law. The Debtors reserve all rights to
dispute or challenge that these claims are not taxes and are not subject to
priority under the Bankruptcy Code.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 20 of 55
d) The Debtors’ outstanding prepetition wage obligations are more fully
described in the Motion for Order (I) Authorizing the Debtors to Pay
Certain Prepetition Wages and Compensation and Maintain and Continue
Employee Benefit Programs and (II) Authorizing and Directing Banks to
Honor and Process Checks and Transfers Related to Such Employee
Obligations [D.I. 59] (the “Wages Motion”). Pursuant to the orders
granting the Wages Motion, the Debtors were authorized to pay certain
prepetition obligations to their employees or other related third-party
recipients, remit employee 401(k) contributions, and pay or cause to be paid
all withheld employee taxes and Social Security and Medicare taxes. To
the extent such obligations have been paid in the postpetition period
pursuant to these orders, the Debtors have made efforts to exclude the
related obligations from the Schedules. The Debtors reserve all rights to
further amend the Schedules or deem claims satisfied should it later be
determined that any such paid prepetition obligation has been inadvertently
reported in the Schedules.
e) The Debtors’ outstanding prepetition critical vendor, foreign vendor,
503(b)(9) claims and lien claims are more fully described in the Motion of
Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors
to Pay Certain Prepetition Claims of Critical Vendors, Foreign Vendors,
503(B)(9) Claimants and Lien Claimants, (II) Granting Administrative
Expense Priority to all Undisputed Obligations on Account of Outstanding
Orders, (III) Authorizing all Financial Institutions to Honor all Related
Payment Requests and (IV) Granting Certain Related Relief [D.I. 46] (the
“Critical Vendors Motion”). Pursuant to the orders granting the Critical
Vendors Motion, the Debtors were authorized to pay prepetition obligations
to certain vendors. To the extent such obligations have been paid in the
postpetition period pursuant to these orders, the Debtors have made
reasonable efforts to exclude the related obligations from the Schedules.
The Debtors reserve all rights to further amend the Schedules or deem
claims satisfied should it later be determined that any such paid prepetition
obligation has been inadvertently reported in the Schedules.
f) The liabilities identified in Schedule E/F (Part 2) are derived from the
Debtors’ books and records. The Debtors made a reasonable attempt to set
forth their unsecured obligations, although the amount of claims against the
Debtors may vary from those liabilities represented on Schedule E/F (Part
2). The listed liabilities may not reflect the correct amount of any unsecured
creditor’s allowed claims or the correct amount of all unsecured claims.
Certain creditors listed on Schedule E/F may owe amounts to the Debtors
and, as such, the Debtors may have valid setoff or recoupment rights with
respect to such amounts, including on account of outstanding
cryptocurrency or other loans. The amounts listed on Schedule E/F do not
reflect any such right of setoff or recoupment and the Debtors reserve all
rights to assert any such setoff or recoupment rights.
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g) The Debtors have made reasonable attempts to identify legal actions,
administrative proceedings, court actions, executions, attachments or
governmental audits including the review of available books and records,
conducting lien searches, conducting searches of court and judicial records
in relevant jurisdictions, and otherwise reviewing publicly available
information. Despite the efforts conducted to identify all such actions, it is
likely that there are other ending actions not yet identified or reported
herein. The Debtors reserve all rights to revise, amend, supplement and/or
adjust Schedule E/F in this regard. Additionally, certain lawsuits alleging
prepetition conduct have been filed after the Petition Date. Such lawsuits
are likely in violation of the automatic stay pursuant to section 362 of the
Bankruptcy and are not included in the Debtor’ responses. Schedule E/F
does not include threatened litigation involving the Debtors.
44. Schedule G. Although the Debtors have undertaken significant efforts to identify
all of the Debtors’ contracts, agreements, and leases, it is possible and even likely
that there may be unidentified items not reported on Schedule G. Additionally, the
contracts, agreements, and leases listed on Schedule G may have expired, may have
been rejected or mutually terminated after the Petition Date, or may have been
modified, amended, or supplemented from time to time by various amendments,
restatements, waivers, estoppel certificates, letters, memoranda, and other
documents, instruments, and agreements that may not be listed therein despite the
Debtors’ use of reasonable efforts to identify such documents. Further, unless
otherwise specified on Schedule G, it is the Debtors’ intent that each executory
contract or unexpired lease listed thereon shall include all exhibits, schedules,
riders, modifications, declarations, amendments, supplements, attachments,
restatements or other agreements made directly or indirectly by any agreement,
instrument, or other document that in any manner affects such executory contract
or unexpired lease, without respect to whether such agreement, instrument, or other
document is listed thereon.
Certain confidentiality, non-disclosure, and non-compete agreements may not be
listed on Schedule G.
Certain of the contracts and agreements listed on Schedule G may consist of several
parts, including purchase orders, amendments, restatements, waivers, letters and
other documents that may not be listed on Schedule G or that may be listed as a
single entry. The Debtors expressly reserve their rights to challenge whether such
related materials constitute an executory contract, a single contract or agreement,
or multiple, severable or separate contracts.
Although the Debtors made diligent efforts to attribute an executory contract to its
rightful Debtor, in certain instances, contracts do not specify a particular Debtor or
include an incorrect legal entity as to the contractual counterparty and therefore the
Debtors may have inadvertently failed to do so. Accordingly, the Debtors reserve
all of their rights with respect to the named parties of any and all executory
contracts, including the right to amend Schedule G. Additionally, contracts listed
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 22 of 55
in the Schedules and Statements may be umbrella or master agreements that cover
relationships with some or all of the Debtors. Where relevant, such agreements
have been listed in Schedule G only of the Debtor that signed the original umbrella
or master agreement.
Certain of the leases and contracts listed on Schedule G may contain renewal
options, guarantees of payment, indemnifications, options to purchase, rights of
first refusal or other miscellaneous rights. Such rights, powers, duties, and
obligations are not set forth separately on Schedule G or Schedule F.
In addition, the Debtors may have entered into various other types of agreements
in the ordinary course of their business, such as subordination, non-disturbance,
and attornment agreements, supplemental agreements, settlement agreements,
amendments/letter agreements, title agreements, and confidentiality agreements.
Such documents may not be set forth on Schedule G. Certain of the executory
agreements may not have been memorialized and could be subject to dispute.
Executory agreements that are oral in nature, if any, have not been included on the
Schedule G.
The Debtors reserve all rights to dispute or challenge the characterization of any
transaction or any document or instrument related to a creditor’s claim. The listing
of any contract on Schedule G does not constitute an admission by the Debtors as
to the validity of any such contract. The Debtors reserve the right to dispute the
effectiveness of any such contract listed on Schedule G or to amend Schedule G at
any time to remove any contract. Omission of a contract or agreement from
Schedule G does not constitute an admission that such omitted contract or
agreement is not an executory contract or unexpired lease. The Debtors’ rights
under the Bankruptcy Code with respect to any such omitted contracts or
agreements are not impaired by the omission.
Schedule G also does not include any agreements or contracts relating to any past
acquisitions, mergers or transfers of entities by, to or between the Debtors. For the
avoidance of doubt, the Debtors reserve all rights with respect to the
characterization of any such agreements or contracts. The Debtors reserve the right
to revise, amend, supplement and/or adjust Schedule G.
Specific Notes with Respect to the Debtors’ Statements
45. Statement 1 and 2 - Income. Revenue reported is based solely upon historical
income statements prepared by the Debtors’ employees and the Outsourcers. This
may include intercompany revenue. These historical incomes have not been
verified by the Debtors or their Advisors. Based on a review of available historical
records and discussions with available FTX resources, unless otherwise indicated,
the Debtors have not identified any income responsive to Statement Question 2.
All identified income is reported in response to Statement Question 1.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 23 of 55
46. Statement 3 – Certain Payments or Transfers to Creditors within 90 Days
before Filing this Case. Any payments made to the Debtors’ bankruptcy
professionals, charitable organizations and/or insiders within the 90 days prior to
the Petition Date are disclosed in responses to SOFA 11, SOFA 9 and SOFA 4,
respectively, and therefore are not listed in response to SOFA 3. Additionally, as
provided for in the SOFA instructions, wage and compensation payments and
related withholding and employer tax payments made to the Debtors’ non-insider
employees in the ordinary course of business are not listed herein. SOFA 3 only
includes transfer made in cash and does not include transfers of cryptocurrency or
other digital assets.
47. Statement 4 – Payments or Other Transfers of Property made within 1 Year
before Filing this Case that Benefited any Insider. The Debtors have disclosed
all known payments to insiders identified to date and have made reasonable efforts
to make such identifications, but ongoing efforts to make such identifications
continue and the Debtors expect that such efforts may identify additional transfers
not reported at this time. Additionally, the reported payments do not reflect any
prior or subsequent transfers from such insiders to the Debtors. The Debtors
reserve all rights to revise, amend, supplement and/or adjust SOFA 4 to reflect
transfers subsequently identified, and the failure to include any such transfer shall
not be deemed a waiver of any claims, causes of actions, preference or avoidance
actions or in any way prejudice or impair the assertion of any claims in this respect.
48. Statement 6 - Setoffs. See paragraph 20 for Setoffs.
49. Statement 7 – Legal Actions. The Debtors have made reasonable attempts to
identify legal actions, administrative proceedings, court actions, executions,
attachments or governmental audits including the review of available books and
records, conducting lien searches, conducting searches of court and judicial records
in relevant jurisdictions, and otherwise reviewing publicly available information.
Despite the efforts conducted to identify all such actions, it is likely that there are
other ending actions not yet identified or reported herein. The Debtors reserve all
rights to revise, amend, supplement and/or adjust SOFA 7 in this regard.
Additionally, certain lawsuits alleging prepetition conduct have been filed after the
Petition Date. Such lawsuits are likely in violation of the automatic stay pursuant
to section 362 of the Bankruptcy Code and, in any event, are not responsive to
Statement Question 7 and, as such, are not included in the Debtor’ responses.
SOFA 7 does not include threatened litigation involving the Debtors.
50. Statement 9 – Gifts and Charitable Contributions. Donations are currently
reported as indicated and supported in the Debtors’ books and records. Efforts are
ongoing to review the Debtors’ books and records to (1) confirm that payments and
transfers denoted as gifts or donations qualify as such and (2) identify additional
payments or transfers not currently identified as gifts or donations that qualify as
such. Certain Debtors made donations on behalf of themselves and other Debtors.
The Debtors’ research regarding donations made by one Debtor on behalf of
another is not yet complete and as such these donations are not included in the
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 24 of 55
amounts reported in response to Statement Question 9. The Debtors’ investigation
into cryptocurrency and other non-cash donations is also ongoing.
51. Statement 11 – Payments related to Bankruptcy. The Debtors have listed
payments to professionals retained pursuant to section 327(a) of the Bankruptcy
Code and related to these Chapter 11 Cases. Additional information regarding the
Debtors’ retention of professional services firms is more fully described in the
individual retention applications, declarations, and/or related orders. Although the
Debtors have made reasonable efforts to distinguish between payments made for
professional services related and unrelated to their restructuring efforts, some
amounts listed in response to Statement 11 may include amounts for professional
services unrelated to bankruptcy.
52. Statement 14 – Previous Locations. The Debtors have made extensive attempts
to review available documentation and to query available Debtor resources in an
effort to identify all previous addresses and locations utilized by the Debtors
(including registered addresses where identified). However, through these efforts,
it has been determined that the Debtors operated out of many decentralized office
locations and there is no known database tracking such information on a global
basis. Therefore, it is likely that there may be other addresses and locations
previously utilized by the Debtors that may not be listed herein.
53. Statement 16 – Personally Identifiable Information of Customers. See
paragraph 26 for Confidential, Sensitive or Personally Identifiable Information.
54. Statement 17 – Employee Pension or Profit-Sharing Plans. The Debtors and
their Advisors have researched and reviewed payroll and plan contribution
activities across all known Debtor entities, but due to the decentralized nature of
the Debtors books and records, it is possible that this information is incomplete.
55. Statement 18 – Closed Financial Accounts. The Debtors have listed all known
closed financial accounts that they have been identified through the course of their
efforts to identify and secure the Debtors’ assets to date. However, due to the large
number of accounts, the lack of a centralized prepetition cash management system
and the large number of business acquisitions by the Debtors in recent years, it is
possible that the list provided herein may be incomplete.
56. Statement 20 – Off-Premises Storage. The Debtors have listed all known off-
premises storage locations that it has identified through the course of its efforts to
identify and secure the Debtors’ assets to date. However, due to the lack of a
centralized property management system and the large number of decentralized
offices maintained by the Debtors in recent years, it is possible that the list provided
herein may be incomplete.
57. Statement 21 – Property Held for Another. The Debtors take the position that,
consistent with the applicable terms of use between the Debtors and their account
holders, certain cryptocurrency held on the Debtors’ platform is property of the
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 25 of 55
Debtors’ estate pursuant to section 541 of the Bankruptcy Code. Conversely, the
Debtors take the position that, consistent with the applicable terms of use, certain
other cryptocurrency held on the Debtors’ platform is not property of the Debtors’
estate pursuant to section 541 of the Bankruptcy Code.
58. Statement 25 – Other Businesses in which the Debtor has or has had an
Interest. In addition to business interests listed in Statement 25, the Debtors also
have or had interests in various token investments for publicly traded tokens and
pre-ICO (Initial Coin Offering) tokens. These have been excluded from Statement
25.
59. Statement 26 – Books, Records and Financial Statements. The Debtors relied
heavily on contractors and Outsourcers to maintain their books and records. There
was no centralized financial accounting system or document repository for the
books and records. Many records were found to be stored in numerous individual
e-mail accounts and related cloud-based storage drives. The Debtors and their
Advisors have undertaken significant efforts after the Petition Dates to locate all
available books and records and to identify centrally located copies of all of the
historical books and records. The Debtors have disclosed all known responsive
information in the Statement, but it is likely that this information may be
incomplete.
60. Statements 28 and 29 – Officers, Directors, Managing Members, General
Partners, Members in Control, Controlling Shareholders/ Prior Officers,
Directors, Managing Members, General Partners, Members in Control,
Controlling Shareholders. The Debtors and their Advisors relied on available
corporate documents and books and records to determine officer, director,
managing member, general partner, member and controlling shareholder statuses.
While reasonable efforts have been made to provide accurate and complete
information, inadvertent errors and omissions may exist and the Debtors reserve all
rights to revise, amend, supplement and/or adjust the Schedules and Statements.
Officer and Directors reported in response to Statement 28 are as of the Petition
Date and do not reflect any changes made postpetition.
61. Statement 30 – Payments, Distributions, or Withdrawals Credited or Given to
Insiders. See paragraph 47 – Statement 4 – Payments or Other Transfers of
Property made within 1 Year before Filing this Case that Benefited any Insider.
62. Statement 31 – Consolidated Groups for Tax Purposes. The Debtors have
disclosed the consolidated group for U.S. Federal, state and local income tax
purposes only, and are not currently aware of any consolidated filings outside of
the U.S. These Schedules and Statements were compiled based on information
made available to the Debtors and their Advisors at the time of this filing. The
Debtors and their advisors continue to review the underlying filing positions to
confirm accuracy, and reserve the right to revise, amend, supplement and/or
adjust the Schedules and Statements.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 26 of 55
63. Statement 32 – Contributions to a Pension Fund. The Debtors and their
Advisors have researched and reviewed payroll and plan contribution activities
across all known Debtor entities, but due to the decentralized nature of the Debtors’
books and records it is possible that this information is incomplete. The Debtors
contributions to pension plans is also addressed on Statement Question 17.
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 27 of 55
Fill in this information to identify the case:
Debtor name Alameda Research Ltd
United States Bankruptcy Court for the: District of Delaware
Case number (If known) 22-11067 (JTD)
¨ Check if this is an
amended filing
Official Form 207
Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 04/22
The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s
name and case number (if known).
Part 1: Income
1. Gross revenue from business
¨ None
Gross revenue
Identify the beginning and ending dates of the debtor’s fiscal Sources of revenue
(before deductions and
year, which may be a calendar year Check all that apply
exclusions)
From the beginning of ¨ Operating a business
the fiscal year to From 01/01/2022 to 11/11/2022 $
þ Other Currently Unavailable
filing date: MM/DD/YYYY
For prior year: From 01/01/2021 to 12/31/2021 þ Operating a business
MM/DD/YYYY MM/DD/YYYY ¨ Other $ 0.00
For the year before that: From 01/01/2020 to 12/31/2020 þ Operating a business
MM/DD/YYYY MM/DD/YYYY ¨ Other $ 0.00
2. Non-business revenue
Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected
from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.
þ None
Gross revenue from
Description of sources of each source
revenue (before deductions and
exclusions)
From the beginning of
the fiscal year to From to $
filing date: MM/DD/YYYY
For prior year: From to $
MM/DD/YYYY MM/DD/YYYY
For the year before that: From to $
MM/DD/YYYY MM/DD/YYYY
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 1
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 28 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 2: List Certain Transfers Made Before Filing for Bankruptcy
3. Certain payments or transfers to creditors within 90 days before filing this case
List payments or transfers including expense reimbursements to any creditor, other than regular employee compensation, within 90
days before filing this case unless the aggregate value of all property transferred to that creditor is less than $7, 575. (This amount may be adjusted
on 4/01/2025 and every 3 years after that with respect to cases filed on or after the date of adjustment.)
¨ None See Attached Rider
Creditor’s name and address Dates Total amount or value Reasons for payment or transfer
Check all that apply
3.1
____________________________________________________________
$ ¨ Secured debt
____________________________________________________________ ¨ Unsecured loan repayments
Street
____________________________________________________________
¨ Suppliers or vendors
____________________________________________________________
City State Zip Code ¨ Services
¨ Other
3.2
____________________________________________________________
$ ¨ Secured debt
____________________________________________________________ ¨ Unsecured loan repayments
Street
____________________________________________________________
¨ Suppliers or vendors
____________________________________________________________
City State Zip Code ¨ Services
¨ Other
4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider
List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or
guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than
$7, 575. (This amount may be adjusted on 4/01/2025 and every 3 years after that with respect to cases filed on or after the date of adjustment.)
Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives;
general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of
the debtor. 11 U.S.C. § 101(31).
¨ None See Attached Rider
Insider’s name and address Dates Total amount or value Reasons for payment or transfer
4.1 $ _______________________________________________________
_______________________________________________________
_______________________________________________________ _______________________________________________________
Street
_______________________________________________________
_______________________________________________________
City State Zip Code
Relationship to debtor
4.2 $
_______________________________________________________ _______________________________________________________
_______________________________________________________ _______________________________________________________
Street
_______________________________________________________
_______________________________________________________
City State Zip Code
Relationship to debtor
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 2
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 29 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
5. Repossessions, foreclosures, and returns
List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor,
sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.
þ None
Creditor’s name and address Description of the property Date Value of property
5.1 ____________________________________________________________ _______________________________________________________ $
____________________________________________________________ _______________________________________________________
Street
____________________________________________________________
____________________________________________________________
City State Zip Code
5.2 ____________________________________________________________ _______________________________________________________ $
____________________________________________________________ _______________________________________________________
Street
____________________________________________________________
____________________________________________________________
City State Zip Code
6. Setoffs
List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of
the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt.
þ None
Creditor’s name and address Description of the action creditor took Date action was Amount
taken
____________________________________________________________ _______________________________________________________
$
____________________________________________________________ _______________________________________________________
Street
____________________________________________________________
____________________________________________________________
City State Zip Code
Last 4 digits of account number: XXXX -
Part 3: Legal Actions or Assignments
7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits
List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor
was involved in any capacity-within 1 year before filing this case.
þ None
Case title Nature of case Court or agency’s name and address Status of case
7.1 ____________________________ ____________________________ _______________________________________________________________ ¨ Pending
_______________________________________________________________
Street
¨ On appeal
Case number
_______________________________________________________________
City State Zip Code ¨ Concluded
Case title Nature of case Court or agency’s name and address Status of case
7.2 ____________________________ ____________________________ ¨ Pending
_______________________________________________________________
_______________________________________________________________
Street
¨ On appeal
_______________________________________________________________
Case number City State Zip Code ¨ Concluded
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 3
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 30 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
8. Assignments and receivership
List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the
hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.
þ None
Custodian’s name and address Description of the property Value
_______________________________________________________________ $
_______________________________________________________________
Street Case title Court name and address
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Case number
Date of order or assignment
Part 4: Certain Gifts and Charitable Contributions
9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate
value of the gifts to that recipient is less than $1,000
¨ None See Attached Rider
Recipient’s name and address Description of the gifts or contributions Dates given Value
9.1
_______________________________________________________________ _______________________________________________________
$
_______________________________________________________________ _______________________________________________________
Street
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Recipient’s relationship to debtor
9.2 _______________________________________________________________ _______________________________________________________ $
_______________________________________________________________ _______________________________________________________
Street
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Recipient’s relationship to debtor
Part 5: Certain Losses
10. All losses from fire, theft, or other casualty within 1 year before filing this case.
þ None
Description of the property lost and Amount of payments received for the loss Date of loss Value of property
how the loss occurred If you have received payments to cover the loss, for lost
example, from insurance, government compensation,
or tort liability, list the total received.
List unpaid claims on Official Form 106A/B
(Schedule A/B: Assets - Real and Personal Property).
_______________________________________________________ _______________________________________________________ $
_______________________________________________________
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 4
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 31 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 6: Certain Payments or Transfers
11. Payments related to bankruptcy
List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before
the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring,
seeking bankruptcy relief, or filing a bankruptcy case.
¨ None Disbursements were made by and reported in response to SOFA Q#11 for West Realm Shires, Inc. and FTX Trading Ltd.
Who was paid or who received the If not money, describe any property Dates Total amount or
transfer? transferred value
11.1 _______________________________________________________ $
_______________________________________________________
Address
_______________________________________________________________
_______________________________________________________________
Street
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Email or website address
Who made the payment, if not debtor?
Who was paid or who received the If not money, describe any property Dates Total amount or
transfer? transferred value
11.2
_______________________________________________________
$
_______________________________________________________
Address
_______________________________________________________________
_______________________________________________________________
Street
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Email or website address
Who made the payment, if not debtor?
12. Self-settled trusts of which the debtor is a beneficiary
List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of
this case to a self-settled trust or similar device.
Do not include transfers already listed on this statement.
þ None
Name of trust or device Describe any property transferred Dates transfers Total amount or
were made value
_______________________________________________________
$
_______________________________________________________
Trustee
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 5
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 32 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
13. Transfers not already listed on this statement
List any transfers of money or other property-by sale, trade, or any other means-made by the debtor or a person acting on behalf of the debtor within 2
years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs. Include both
outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.
¨ None See Attached Rider
Who received transfer? Description of property transferred or Date transfer Total amount or
payments received or debts paid in exchange was made value
13.1
_______________________________________________________
$
_______________________________________________________
Address
_______________________________________________________________
_______________________________________________________________
Street
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Relationship to debtor
Who received transfer? Description of property transferred or Date transfer Total amount or
payments received or debts paid in exchange was made value
13.2 _______________________________________________________
$
_______________________________________________________
Address
_______________________________________________________________
_______________________________________________________________
Street
_______________________________________________________________
_______________________________________________________________
City State Zip Code
Relationship to debtor
Part 7: Previous Locations
14. Previous addresses
List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.
þ Does not apply
Address Dates of Occupancy
14.1 _______________________________________________________________________________________________________________________________ From To
Street
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
City State Zip Code
14.2 _______________________________________________________________________________________________________________________________ From To
Street
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
City State Zip Code
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 6
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 33 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 8: Health Care Bankruptcies
15. Health Care bankruptcies
Is the debtor primarily engaged in offering services and facilities for:
- diagnosing or treating injury, deformity, or disease, or
- providing any surgical, psychiatric, drug treatment, or obstetric care?
þ No. Go to Part 9.
¨ Yes. Fill in the information below.
Facility name and address Nature of the business operation, including type of If debtor provides meals
services the debtor provides and housing, number of
patients in debtor’s care
15.1
_______________________________________________________ _______________________________________________________
_______________________________________________________ _______________________________________________________
Street
_______________________________________________________
_______________________________________________________
City State Zip Code Location where patient records are maintained How are records kept?
(if different from facility address). If electronic, identify any
service provider.
_______________________________________________________
Check all that apply:
_______________________________________________________ ¨ Electronically
¨ Paper
Facility name and address Nature of the business operation, including type of If debtor provides meals
services the debtor provides and housing, number of
patients in debtor’s care
15.2
_______________________________________________________ _______________________________________________________
_______________________________________________________ _______________________________________________________
Street
_______________________________________________________
_______________________________________________________
City State Zip Code Location where patient records are maintained How are records kept?
(if different from facility address). If electronic, identify any
service provider.
Check all that apply:
_______________________________________________________
_______________________________________________________ ¨ Electronically
¨ Paper
Part 9: Personally Identifiable Information
16. Does the debtor collect and retain personally identifiable information of customers?
þ No.
¨ Yes. State the nature of the information collected and retained.
Does the debtor have a privacy policy about that information?
¨ No
¨ Yes
17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403( b), or other
pension or profit-sharing plan made available by the debtor as an employee benefit?
þ No. Go to Part 10.
Yes. Does the debtor serve as plan administrator?
¨ No. Go to Part 10.
¨ Yes. Fill in below
Name of plan Employer identification number of the plan
EIN:
Has the plan been terminated?
¨ No
¨ Yes
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 7
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 34 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units
18. Closed financial accounts
Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed,
old, moved, or transferred?
Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions,
brokerage houses, cooperatives, associations, and other financial institutions.
þ None
Financial institution name and address Last 4 digits of Type of account Date account was Last balance
account number closed, sold, moved, before closing or
or transferred transfer
18.1
_______________________________________________________
XXXX- ¨ Checking $
_______________________________________________________
¨ Savings
Street
_______________________________________________________ ¨ Money Market
_______________________________________________________
City State Zip Code
¨ Brokerage
¨ Other
18.2 XXXX- ¨ Checking $
_______________________________________________________
_______________________________________________________
¨ Savings
Street
_______________________________________________________ ¨ Money Market
_______________________________________________________
City State Zip Code
¨ Brokerage
¨ Other
19. Safe deposit boxes
List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case.
þ None
Depository institution name and Names of anyone with access to it Description of the contents Does debtor
address still have it?
_______________________________________________________ ____________________________________________________ ____________________________________________________
¨ No
_______________________________________________________ ____________________________________________________ ____________________________________________________ ¨
Yes
Street
_______________________________________________________
_______________________________________________________
City State Zip Code
Address
____________________________________________________
____________________________________________________
20. Off-premises storage
List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building
in which the debtor does business.
þ None
Facility name and address Names of anyone with access to it Description of the contents Does debtor
still have it?
_______________________________________________________ ____________________________________________________ ____________________________________________________ ¨ No
_______________________________________________________
Street
____________________________________________________ ____________________________________________________ ¨ Yes
_______________________________________________________
_______________________________________________________
City State Zip Code
Address
____________________________________________________
____________________________________________________
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 8
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 35 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own
21. Property held for another
List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in
trust. Do not list leased or rented property.
þ None
Owner’s name and address Location of the property Description of the property Value
$
_______________________________________________________ ____________________________________________________ _______________________________________________
_______________________________________________________ ____________________________________________________ _______________________________________________
Street
_______________________________________________________
_______________________________________________________
City State Zip Code
Part 12: Details About Environmental Information
For the purpose of Part 12, the following definitions apply:
Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material,
regardless of the medium affected (air, land, water, or any other medium).
Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor
formerly owned, operated, or utilized.
Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant,
or a similarly harmful substance.
Report all notices, releases, and proceedings known, regardless of when they occurred.
22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law ? Include settlements and orders.
þ No
¨ Yes. Provide details below.
Case title Court or agency name and address Nature of the case Status of case
_______________________________________________________ _______________________________________________ ¨ Pending
_______________________________________________________
Street
_______________________________________________ ¨ On appeal
Case Number _______________________________________________________
¨ Concluded
_______________________________________________________
City State Zip Code
23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an
environmental law?
þ No
¨ Yes. Provide details below.
Site name and address Governmental unit name and address Environmental law, if known Date of notice
_______________________________________________________ _______________________________________________________ _______________________________________________
_______________________________________________________ _______________________________________________________ _______________________________________________
Street Street
_______________________________________________________ _______________________________________________________
_______________________________________________________ _______________________________________________________
City State Zip Code City State Zip Code
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 9
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 36 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
24. Has the debtor notified any governmental unit of any release of hazardous material?
þ No
¨ Yes. Provide details below.
Site name and address Governmental unit name and address Environmental law, if known Date of notice
_______________________________________________________ _______________________________________________________ ________________________________________________
_______________________________________________________ _______________________________________________________ ________________________________________________
Street Street
_______________________________________________________ _______________________________________________________
_______________________________________________________ _______________________________________________________
City State Zip Code City State Zip Code
Part 13: Details About the Debtor’s Business or Connections to Any Business
25. Other businesses in which the debtor has or has had an interest
List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.
Include this information even if already listed in the Schedules.
¨ None See Attached Rider
Business name and address Describe the nature of the business Employer Identification number
Do not include Social Security number or ITIN.
25.1 _______________________________________________________ ____________________________________________________ EIN:
_______________________________________________________ ____________________________________________________
Street
_______________________________________________________
Dates business existed
_______________________________________________________
City State Zip Code From To
Business name and address Describe the nature of the business Employer Identification number
Do not include Social Security number or ITIN.
25.2 EIN:
_______________________________________________________ ____________________________________________________
_______________________________________________________ ____________________________________________________ Dates business existed
Street
_______________________________________________________
_______________________________________________________
City State Zip Code
From To
Business name and address Describe the nature of the business Employer Identification number
Do not include Social Security number or ITIN.
25.3 EIN:
_______________________________________________________ ____________________________________________________
_______________________________________________________ ____________________________________________________
Street Dates business existed
_______________________________________________________
_______________________________________________________
City State Zip Code From To
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 10
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 37 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
26. Books, records, and financial statements
26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.
¨ None See Attached Rider
Name and address Dates of service
26a.1 _________________________________________________________________________________________________________________________ From To
_________________________________________________________________________________________________________________________
Street
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
City State Zip Code
Name and address Dates of service
26a.2 _________________________________________________________________________________________________________________________ From To
_________________________________________________________________________________________________________________________
Street
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
City State Zip Code
26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial
statement within 2 years before filing this case.
¨ None
Name and address Dates of service
26b.1 NAME ON FILE From 11/11/2020 To Current
ADDRESS ON FILE
Name and address Dates of service
26b.2 Robert Lee & Associates, LLP From 11/11/2020 To Transitioning
999 W. Taylor Street
Suite A
San Jose, CA 95126
26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.
¨ None
Name and address if any books of account and records are
unavailable, explain why
26c.1 NAME ON FILE N/A
ADDRESS ON FILE
Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 11
Case 22-11067-JTD Doc 6 Filed 03/16/23 Page 38 of 55
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Name and address if any books of account and records are
unavailable, explain why
26c.2 Robert Lee & Associates, LLP N/A
999 W. Taylor Street
Suite A
San Jose, CA 95126
26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial
statement within 2 years before filing this case.
þ None
Name and address
26d.1 _________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
Street
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
City State Zip Code
Name and address
26d.2 _________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
Street
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
City State Zip Code
27. Inventories
Have any inventories of the debtor’s property been taken within 2 years before filing this case?
þ No
¨ Yes. Give the details about the two most recent inventories.
Name of the person who supervised the taking of the inventory Date of The dollar amount and basis (cost,
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