Alameda Research Ltd — Entry #5: Schedules/Statements filed: Sch A-B, Sch D, Sch E-F, Sch G, Sch H,, Sum of Assets and Liabilities, Decl Concerning Debtors Schs
Case: Alameda Research Ltd deb · 22-11067
filed November 11, 2022
What this document is
Docket entry #5 · filed March 16, 2023
Schedules/Statements filed: Sch A-B, Sch D, Sch E-F, Sch G, Sch H,, Sum of Assets and Liabilities, Decl Concerning Debtors Schs,. 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
156 page(s), 674,943 characters, converted from the PDF's text layer · plain text.
Full text
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 1 of 156
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 5 Filed 03/16/23 Page 2 of 156
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 5 Filed 03/16/23 Page 3 of 156
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 5 Filed 03/16/23 Page 4 of 156
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 5 Filed 03/16/23 Page 5 of 156
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 5 Filed 03/16/23 Page 6 of 156
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 5 Filed 03/16/23 Page 7 of 156
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 5 Filed 03/16/23 Page 8 of 156
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 5 Filed 03/16/23 Page 9 of 156
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 5 Filed 03/16/23 Page 10 of 156
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 5 Filed 03/16/23 Page 11 of 156
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 5 Filed 03/16/23 Page 12 of 156
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.
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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 5 Filed 03/16/23 Page 14 of 156
“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 5 Filed 03/16/23 Page 15 of 156
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 5 Filed 03/16/23 Page 16 of 156
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 5 Filed 03/16/23 Page 17 of 156
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
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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 5 Filed 03/16/23 Page 19 of 156
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.
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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 5 Filed 03/16/23 Page 22 of 156
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 5 Filed 03/16/23 Page 23 of 156
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 5 Filed 03/16/23 Page 24 of 156
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 5 Filed 03/16/23 Page 25 of 156
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 5 Filed 03/16/23 Page 26 of 156
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 5 Filed 03/16/23 Page 27 of 156
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 206Sum
Summary of Assets and Liabilities for Non-Individuals 12/15
Part 1: Summary of Assets
1. Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)
1a. Real property:
Copy line 88 from Schedule A/B ................................................................................................................................
$ 0.00
1b. Total personal property:
$ 1,117,704,972.25*
Copy line 91A from Schedule A/B ..............................................................................................................................
1c. Total of all property:
$ 1,117,704,972.25*
Copy line 92 from Schedule A/B ................................................................................................................................
Part 2: Summary of Liabilities
2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
$ Undetermined
Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D ..........................................
3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
3a. Total claim amounts of priority unsecured claims:
$ 0.00
Copy the total claims from Part 1 from line 5a of Schedule E/F .................................................................................
3b. Total amount of claims of nonpriority amount of unsecured claims:
+ $ 298,445.86*
Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F .......................................................
4. Total liabilities ...............................................................................................................................................................
$ 298,445.86*
Lines 2 + 3a + 3b
*Plus Undetermined Amounts
Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals page 1
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 28 of 156
Fill in this information to identify the case:
Debtor name Alameda Research Ltd
United States Bankruptcy Court for the: District of Delaware
¨ Check if this is an
Case number (If known) 22-11067 (JTD) amended filing
Official Form 206A/B
Schedule A/B: Assets - Real and Personal Property 12/15
Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest. Include all property in
which the debtor holds rights and powers exercisable for the debtor 's own benefit. Also include assets and properties which have no book value, such as fully
depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts or unexpired leases. Also list them on Schedule G:
Executory Contracts and Unexpired Leases (Official Form 206G).
Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write the debtor’s
name and case number (if known). Also identify the form and line number to which the additional information applies. If an additional sheet is attached,
include the amounts from the attachment in the total for the pertinent part.
For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset schedule or
depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the debtor’s interest, do not deduct
the value of secured claims. See the instructions to understand the terms used in this form.
Part 1: Cash and cash equivalents
1. Does the debtor have any cash or cash equivalents?
¨ No. Go to Part 2.
þ Yes. Fill in the information below.
Current value of debtor's
All cash or cash equivalents owned or controlled by the debtor
interest
2. Cash on hand $ 0.00
3. Checking, savings, money market, or financial brokerage accounts (Identify all)
Name of institution (bank or brokerage firm) Type of account Last 4 digits of account number
3.1 See Attached Rider $ 486,942,818.27
3.2 $
4. Other cash equivalents (Identify all)
4.1 None $ 0.00
4.2 $
5. Total of Part 1
$ 486,942,818.27
Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.
Part 2: Deposits and prepayments
6. Does the debtor have any deposits or prepayments?
þ No.Go to Part 3.
Current value of debtor's
¨ Yes. Fill in the information below. interest
7. Deposits, including security deposits and utility deposits
Description, including name of holder of deposit
7.1 $
7.2 $
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 1
Debtor Alameda Research Ltd Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 29 of(If 156
Case number known) 22-11067 (JTD)
Name
8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent
Description, including name of holder of prepayment
8.1 $
8.2 $
9. Total of Part 2.
$ 0.00
Add lines 7 through 8. Copy the total to line 81.
Part 3: Accounts receivable
10. Does the debtor have any accounts receivable?
þ No. Go to Part 4.
¨ Yes. Fill in the information below.
Current value of debtor's
interest
11. Accounts receivable
11a. 90 days old or less: = ...... $
face amount doubtful or uncollectible accounts
11b. Over 90 days old: = ...... $
face amount doubtful or uncollectible accounts
12. Total of Part 3
$ 0.00
Current value on lines 11a + 11b = line 12. Copy the total to line 82.
Part 4: Investments
13. Does the debtor own any investments?
¨ No. Go to Part 5.
þ Yes. Fill in the information below. Valuation method Current value of debtor's
used for current value interest
14. Mutual funds or publicly traded stocks not included in Part 1
Name of fund or stock:
14.1 See Attached Rider $ 267,761,484.48
14.2 $
15. Non-publicly traded stock and interests in incorporated and unincorporated businesses,
including any interest in an LLC, partnership, or joint venture
Name of entity: % of ownership:
15.1 See Attached Rider % $ 4,940,115.63*
15.2 % $
16. Government bonds, corporate bonds, and other negotiable and non-negotiable
instruments not included in Part 1
Describe:
16.1 See Attached Rider $ 358,060,553.87
16.2 $
17. Total of Part 4 $ 630,762,153.98*
Add lines 14 through 16. Copy the total to line 83.
*Plus Undetermined Amounts
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 2
Debtor Alameda Research Ltd Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 30 of(If156
Case number known) 22-11067 (JTD)
Name
Part 5: Inventory, excluding agriculture assets
18. Does the debtor own any inventory (excluding agriculture assets)?
þ No. Go to Part 6.
¨ Yes. Fill in the information below.
General Description Date of the last Net book value of Valuation method Current value of
physical inventory debtor's interest used for current debtor's interest
(Where available) value
19. Raw materials
$ $
MM / DD / YYYY
20. Work in progress
$ $
MM / DD / YYYY
21. Finished goods, including goods held for resale
$ $
MM / DD / YYYY
22. Other inventory or supplies
$ $
MM / DD / YYYY
23. Total of Part 5.
$ 0.00
Add lines 19 through 22. Copy the total to line 84.
24. Is any of the property listed in Part 5 perishable?
¨ No
¨ Yes
25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed ?
¨ No
¨ Yes. Book value $ Valuation method Current value $
26. Has any of the property listed in Part 5 been appraised by a professional within the last year ?
¨ No
¨ Yes
Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)
27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?
þ No. Go to Part 7.
¨ Yes. Fill in the information below.
General Description Net book value of Valuation method Current value of debtor's
debtor's interest used for current interest
(Where available) value
28. Crops-either planted or harvested
$ $
29. Farm animals Examples: Livestock, poultry, farm-raised fish
$ $
30. Farm machinery and equipment (Other than titled motor vehicles)
$ $
31. Farm and fishing supplies, chemicals, and feed
$ $
32. Other farming and fishing-related property not already listed in Part 6
$ $
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 3
Debtor Alameda Research Ltd Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 31 of(If 156
Case number known) 22-11067 (JTD)
Name
33. Total of Part 6.
$ 0.00
Add lines 28 through 32. Copy the total to line 85.
34. Is the debtor a member of an agricultural cooperative?
¨ No
¨ Yes. Is any of the debtor’s property stored at the cooperative?
¨ No
¨ Yes
35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?
¨ No
¨ Yes. Book value $ Valuation method Current value $
36. Is a depreciation schedule available for any of the property listed in Part 6?
¨ No
¨ Yes
37. Has any of the property listed in Part 6 been appraised by a professional within the last year ?
¨ No
¨ Yes
Part 7: Office furniture, fixtures, and equipment; and collectibles
38 Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?
þ No. Go to Part 8.
¨ Yes. Fill in the information below.
General Description Net book value of Valuation method Current value of debtor's
debtor's interest used for current interest
(Where available) value
39. Office furniture
$ $
40. Office fixtures
$ $
41. Office equipment, including all computer equipment and
communication systems equipment and software
$ $
42. Collectibles Examples: Antiques and figurines; paintings, prints, or other
artwork; books, pictures, or other art objects; china and crystal; stamp, coin,
or baseball card collections; other collections, memorabilia, or collectibles
42.1 $ $
42.2 $ $
42.3 $ $
43. Total of Part 7.
$ 0.00
Add lines 39 through 42. Copy the total to line 86.
44. Is a depreciation schedule available for any of the property listed in Part 7?
¨ No
¨ Yes
45. Has any of the property listed in Part 7 been appraised by a professional within the last year ?
¨ No
¨ Yes
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 4
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 32 of 156
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 8: Machinery, equipment, and vehicles
46. Does the debtor own or lease any machinery, equipment, or vehicles?
þ No. Go to Part 9.
¨ Yes. Fill in the information below.
General Description Net book value of Valuation method Current value of debtor's
Include year, make, model, and identification numbers ( i.e., VIN, debtor's interest used for current interest
HIN, or N-number) (Where available) value
47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles
47.1 $ $
47.2 $ $
47.3 $ $
47.4 $ $
48. Watercraft, trailers, motors, and related accessories Examples: Boats,
trailers, motors, floating homes, personal watercraft, and fishing vessels
48.1 $ $
48.2 $ $
49. Aircraft and accessories
49.1 $ $
49.2 $ $
50. Other machinery, fixtures, and equipment (excluding farm
machinery and equipment)
$ $
51. Total of Part 8.
$ 0.00
Add lines 47 through 50. Copy the total to line 87.
52. Is a depreciation schedule available for any of the property listed in Part 8?
¨ No
¨ Yes
53. Has any of the property listed in Part 8 been appraised by a professional within the last year?
¨ No
¨ Yes
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 5
Debtor Alameda Research Ltd Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 33 of(If156
Case number known) 22-11067 (JTD)
Name
Part 9: Real property
54. Does the debtor own or lease any real property?
þ No. Go to Part 10.
¨ Yes. Fill in the information below.
55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest
Description and location of property Nature and extent Net book value of Valuation method Current value of
Include street address or other description such as of debtor’s interest debtor's interest used for current debtor's interest
Assessor Parcel Number (APN), and type of property in property (Where available) value
(for example, acreage, factory, warehouse, apartment
or office building), if available.
55.1 $ $
55.2 $ $
55.3 $ $
55.4 $ $
55.5 $ $
55.6 $ $
56. Total of Part 9.
$ 0.00
Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line 88.
57. Is a depreciation schedule available for any of the property listed in Part 9?
¨ No
¨ Yes
58. Has any of the property listed in Part 9 been appraised by a professional within the last year ?
¨ No
¨ Yes
Part 10: Intangibles and intellectual property
59. Does the debtor have any interests in intangibles or intellectual property?
þ No. Go to Part 11.
¨ Yes. Fill in the information below.
General Description Net book value of Valuation method Current value of debtor's
debtor's interest used for current interest
(Where available) value
60. Patents, copyrights, trademarks, and trade secrets
$ $
61. Internet domain names and websites
$ $
62. Licenses, franchises, and royalties
$ $
63. Customer lists, mailing lists, or other compilations
$ $
64. Other intangibles, or intellectual property
$ $
65. Goodwill
$ $
66. Total of Part 10.
$ 0.00
Add lines 60 through 65. Copy the total to line 89.
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 6
Debtor Alameda Research Ltd Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 34 of(If 156
Case number known) 22-11067 (JTD)
Name
67. Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C. §§ 101(41A) and 107)?
¨ No
¨ Yes
68. Is there an amortization or other similar schedule available for any of the property listed in Part 10 ?
¨ No
¨ Yes
69. Has any of the property listed in Part 10 been appraised by a professional within the last year ?
¨ No
¨ Yes
Part 11: All other assets
70. Does the debtor own any other assets that have not yet been reported on this form?
Include all interests in executory contracts and unexpired leases not previously reported on this form.
¨ No. Go to Part 12.
þ Yes. Fill in the information below. Current value of
debtor's interest
71. Notes receivable
Description (include name of obligor)
See Attached Rider 3,233,844,451.25 Undetermined = $ Undetermined
Total Face Amount Doubtful or uncollectible Amount
72. Tax refunds and unused net operating losses (NOLs)
Description (for example, federal, state, local)
None Tax Year $ 0.00
Tax Year $
Tax Year $
73. Interests in insurance policies or annuities
None $ 0.00
74. Causes of action against third parties (whether or not a lawsuit
has been filed)
$ Undetermined
Nature of Claim Avoidance and Recovery of Preferential Transfers Against Voyager Digital, LLC & HTC Trading Inc.
Amount Requested $ Undetermined
75. Other contingent and unliquidated claims or causes of action of
every nature, including counterclaims of the debtor and rights to
set off claims
None $ 0.00
Nature of Claim
Amount Requested $
76. Trusts, equitable or future interests in property
None $ 0.00
77. Other property of any kind not already listed Examples: Season tickets,
country club membership
See Attached Rider $ Undetermined
$
78. Total of Part 11.
$ Undetermined
Add lines 71 through 77. Copy the total to line 90.
79. Has any of the property listed in Part 11 been appraised by a professional within the last year ?
þ No
¨ Yes
*Plus Undetermined Amounts
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 7
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 35 of 156
Debtor Alameda Research Ltd Case number (If known) 22-11067 (JTD)
Name
Part 12: Summary
In Part 12 copy all of the totals from the earlier parts of the form.
Current value of Current value
Type of Property
personal property of real property
80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1. $ 486,942,818.27
81. Deposits and prepayments. Copy line 9, Part 2. $ 0.00
82. Accounts receivable. Copy line 12, Part 3. $ 0.00
83. Investments. Copy line 17, Part 4. $ 630,762,153.98*
84. Inventory. Copy line 23, Part 5. $ 0.00
85. Farming and fishing-related assets. Copy line 33, Part 6. $ 0.00
86. Office furniture, fixtures, and equipment; and collectibles. $ 0.00
Copy line 43, Part 7.
87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $ 0.00
88. Real property. Copy line 56, Part 9. . ............................................................................... $0.00
89. Intangibles and intellectual property. Copy line 66, Part 10. $ 0.00
90. All other assets. Copy line 78, Part 11. $ Undetermined
91. Total. Add lines 80 through 90 for each column..............................91a. $ 1,117,704,972.25* + 91b. $0.00
92. Total of all property on Schedule A/B. Lines 91a + 91b = 92................................................................................................ $1,117,704,972.25*
*Plus Undetermined Amounts
Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Page 8
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 36 of 156
Debtor Name: Alameda Research Ltd Case Number: 22-11067 (JTD)
Assets - Real and Personal Property
Part 1, Question 3: Checking, savings, money market, or financial brokerage accounts
Name of institution (bank or brokerage firm) Type of account Last 4 digits of account Current value of debtor's
number interest
Deltec FBO 1115 $13,091,488.97
ED&F Man Brokerage Account 0055 $79,453,105.18
ED&F Man Brokers 0270 $19,769,101.00
Interactive Brokers Brokers 1808 $341,697,157.89
Prime Trust Corporate 2505 $0.00
Prime Trust Corporate 4016 $1,224,675.68
Prime Trust Unknown 1980 $0.00
Prime Trust Unknown 8382 $1,000,001.00
San Juan Mercantile Bank & Trust Unknown 1592 $0.00
San Juan Mercantile Bank & Trust Unknown 7198 $0.00
Signature Bank Corporate 9485 $0.00
Signet FBO 9485 $3,880,616.07
Silvergate Bank Corporate 4464 $1,253,443.84
Silvergate Bank FBO 4456 $95,923.13
Silvergate Bank FBO 4605 $10,415,259.31
Silvergate Bank Unknown 0006 $15,062,046.20
Stanford Federal Credit Union Unknown 9832 $0.00
Western Alliance FBO 2394 $0.00
Western Alliance FBO 3722 $0.00
TOTAL $486,942,818.27
Page 1 of 1
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 37 of 156
Debtor Name: Alameda Research Ltd Case Number: 22-11067 (JTD)
Assets - Real and Personal Property
Part 4, Question 14: Mutual funds or publicly traded stocks not included in Part 1
Mutual funds or publicly traded stocks not included in Part 1 Valuation method Current value of debtor's
(Name of fund or stock:) used for current value interest
BITW: Bitwise 10 Crypto Index Fund Market Price $21,419,443.50
BLK: BlackRock Inc Market Price $77,475.00
GBTC: Grayscale Bitcoin Trust (BTC) Market Price $196,618,806.40
GDLCF: Grayscale Digital Large Cap Fund LLC Market Price $803,521.00
ETCG: Grayscale Ethereum Classic Trust (ETC) Market Price $2,191,714.30
ETHE: Grayscale Ethereum Trust ETF Market Price $45,365,997.12
LTCN: Grayscale Litecoin Trust (LTC) Market Price $1,284,527.16
TOTAL $267,761,484.48
Page 1 of 1
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 38 of 156
Debtor Name: Alameda Research Ltd Case Number: 22-11067 (JTD)
Assets - Real and Personal Property
Part 4, Question 15: Non-publicly traded stock interests in incorporated and unincorporated businesses, including any interest in an LLC, partnership, or joint venture.
Non-publicly traded stock and interests in incorporated and % of Valuation method Current value of debtor's
unincorporated businesses, including any interest in an LLC, Ownership used for current value interest
partnership, or joint venture (Name of entity:)
ALAMEDA AUS PTY LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
ALAMEDA RESEARCH (BAHAMAS) LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
ALAMEDA RESEARCH PTE LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
ALAMEDA RESEARCH YANKARI LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
ALAMEDA TR SYSTEMS S. DE R. L. 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
BLUE RIDGE LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
CARDINAL VENTURES LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
CEDAR BAY LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
COTTONWOOD GROVE LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
COTTONWOOD TECHNOLOGIES LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
EUCLID WAY LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
HIVE EMPIRE TRADING PTY LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
MACLAURIN INVESTMENTS LTD. 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
NORTH DIMENSION LTD 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
SNG INVESTMENTS YATIRIM VE DANIŞMANLIK ANONİM ŞİRKETİ 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
STRATEGY ARK COLLECTIVE LTD. 100% % Ownership Per Undetermined
Corporate Org Structure
[DI: #92]
3COMMAS TECHNOLOGIES OÜ Undetermined Funded Amount $4,940,115.63
TOTAL $4,940,115.63
+ Undetermined Amounts
Page 1 of 1
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 39 of 156
Debtor Name: Alameda Research Ltd Case Number: 22-11067 (JTD)
Assets - Real and Personal Property
Part 4, Question 16: Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1
Government bonds, corporate bonds, and other negotiable and Valuation method Current value of debtor's
non-negotiable instruments not included in Part 1 (Describe:) used for current value interest
ED&F Account - United States Treasury Bills Net Book Value $97,833,097.20
ED&F Account - United States Treasury Bonds Net Book Value $81,396,875.01
ED&F Account - United States Treasury Notes Net Book Value $178,830,581.66
TOTAL $358,060,553.87
Page 1 of 1
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 40 of 156
Debtor Name: Alameda Research Ltd Case Number: 22-11067 (JTD)
Assets - Real and Personal Property
Part 11, Question 71: Notes receivable
Notes receivable Total face amount Doubtful or uncollectible Current value of debtor's
Description (include name of obligor) amount interest
Loan Receivable: Name On File - Various Loans 250,000.00 Undetermined Undetermined
Loan Receivable: BTC Africa S.A. - Promissory Note, 10,000,000.00 Undetermined Undetermined
August 29, 2022
Loan Receivable: BTC Africa S.A. - Promissory Note, 25,000,000.00 Undetermined Undetermined
December 30, 2021
Loan Receivable: BTC Africa S.A. - Promissory Note, 11,000,000.00 Undetermined Undetermined
March 14, 2022
Loan Receivable: Can Sun - Promissory Note: December 2,339,590.86 Undetermined Undetermined
31, 2021
Loan Receivable: Caroline Ellison - Draw Notice, 3,500,000.00 Undetermined Undetermined
September 9, 2022
Loan Receivable: Caroline Ellison - Various Loans 122,000.00 Undetermined Undetermined
Loan Receivable: Consensys Software - Convertible Note, 750,000.00 Undetermined Undetermined
February 18, 2021
Loan Receivable: Constance Wang - Various Loans 8,217,658.94 Undetermined Undetermined
Loan Receivable: Name On File - Various Loans 2,694,019.97 Undetermined Undetermined
Loan Receivable: Nishad Singh - Promissory Note July 3,073,815.57 Undetermined Undetermined
15, 2021
Loan Receivable: Nishad Singh - Promissory Note July 25,174,029.05 Undetermined Undetermined
18, 2021
Loan Receivable: Nishad Singh - Promissory Note, 14,031,447.62 Undetermined Undetermined
January 28, 2022
Loan Receivable: Nishad Singh - Promissory Note, July 20,000,000.00 Undetermined Undetermined
22, 2022
Loan Receivable: Nishad Singh - Promissory Note, July 5, 180,000.00 Undetermined Undetermined
2022
Loan Receivable: Nishad Singh - Promissory Note, May 3, 16,500.00 Undetermined Undetermined
2021
Loan Receivable: Nishad Singh - Promissory Note, 477,840,000.00 Undetermined Undetermined
November 15, 2021
Loan Receivable: Nishad Singh - Promissory Note, 31,000,000.00 Undetermined Undetermined
October 1, 2021
Loan Receivable: Nishad Singh - Promissory Note, 6,226,750.00 Undetermined Undetermined
September 28, 2022
Loan Receivable: Nishad Singh - Various Loans 4,091,137.04 Undetermined Undetermined
Loan Receivable: Ryan Salame - Promissory Note: 8,164,068.71 Undetermined Undetermined
December 31, 2021
Loan Receivable: Ryan Salame - Promissory Note: 4,993,520.55 Undetermined Undetermined
January 28, 2022 (OpEx)
Loan Receivable: Ryan Salame - Promissory Note: 50,000,000.00 Undetermined Undetermined
October 25, 2021 (Norton Hall)
Loan Receivable: Ryan Salame - Various Loans 6,926,000.00 Undetermined Undetermined
Page 1 of 3
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 41 of 156
Debtor Name: Alameda Research Ltd Case Number: 22-11067 (JTD)
Assets - Real and Personal Property
Part 11, Question 71: Notes receivable
Notes receivable Total face amount Doubtful or uncollectible Current value of debtor's
Description (include name of obligor) amount interest
Loan Receivable: Sam Trabucco - Various Loans 22,024,851.50 Undetermined Undetermined
Loan Receivable: Samuel Bankman-Fried - Latona 68,300,002.00 Undetermined Undetermined
Bioscience Group Intercompany Loan Agreement, August
8 and 11, 2022
Loan Receivable: Samuel Bankman-Fried - Promissory 20,805,911.08 Undetermined Undetermined
Note July 15, 2021
Loan Receivable: Samuel Bankman-Fried - Promissory 316,667,182.50 Undetermined Undetermined
Note, April 30, 2022
Loan Receivable: Samuel Bankman-Fried - Promissory 250,000,000.00 Undetermined Undetermined
Note, December 1, 2021
Loan Receivable: Samuel Bankman-Fried - Promissory 14,968,501.91 Undetermined Undetermined
Note, January 28, 2022
Loan Receivable: Samuel Bankman-Fried - Promissory 170,394,453.07 Undetermined Undetermined
Note, July 18, 2021
Loan Receivable: Samuel Bankman-Fried - Promissory 141,000,000.00 Undetermined Undetermined
Note, July 22, 2022
Loan Receivable: Samuel Bankman-Fried - Promissory 1,206,000.00 Undetermined Undetermined
Note, July 5, 2022
Loan Receivable: Samuel Bankman-Fried - Promissory 500,000.00 Undetermined Undetermined
Note, March 18, 2020
Loan Receivable: Samuel Bankman-Fried - Promissory 175,076,380.89 Undetermined Undetermined
Note, May 11, 2022
Loan Receivable: Samuel Bankman-Fried - Promissory 210,800,000.00 Undetermined Undetermined
Note, October 1, 2021
Loan Receivable: Samuel Bankman-Fried - Promissory 42,341,900.00 Undetermined Undetermined
Note, September 28, 2022
Loan Receivable: Samuel Bankman-Fried - Various Loans 836,424,685.73 Undetermined Undetermined
Loan Receivable: Name On File - Various Loans 1,068,530.72 Undetermined Undetermined
Loan Receivable: Zixiao Wang - Promissory Note July 15, 6,646,273.35 Undetermined Undetermined
2021
Loan Receivable: Zixiao Wang - Promissory Note July 18, 54,431,521.12 Undetermined Undetermined
2021
Loan Receivable: Zixiao Wang - Promissory Note, April 35,185,242.50 Undetermined Undetermined
30, 2022
Loan Receivable: Zixiao Wang - Promissory Note, 2,685,867.25 Undetermined Undetermined
January 28, 2022
Loan Receivable: Zixiao Wang - Promissory Note, July 22, 44,000,000.00 Undetermined Undetermined
2022
Loan Receivable: Zixiao Wang - Promissory Note, July 5, 414,000.00 Undetermined Undetermined
2022
Loan Receivable: Zixiao Wang - Promissory Note, May 11, 19,452,931.21 Undetermined Undetermined
2022
Loan Receivable: Zixiao Wang - Promissory Note, 68,200,000.00 Undetermined Undetermined
October 1, 2021
Loan Receivable: Zixiao Wang - Promissory Note, 13,698,850.00 Undetermined Undetermined
September 22, 2022
Page 2 of 3
Case 22-11067-JTD Doc 5 Filed 03/16/23 Page 42 of 156
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