Ascend Elements - Chapter 11 Plan Terms

Plan Terms

Overview

• Ascend Elements, Inc. and Ascend Elements US, LLC (collectively, the "Debtors") commenced these jointly administered chapter 11 cases, Case No. 26-90440 (CML), on April 9, 2026 in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, and operated their businesses and managed their properties as debtors in possession under sections 1107(a) and 1108.
  • The Debtors were engaged in recovering critical minerals from used lithium-ion batteries and battery manufacturing scrap and processing those materials into Black Mass, lithium carbonate, precursor cathode active material ("pCAM"), and related products for the electric vehicle battery supply chain.
  • Prior to the Petition Date, the Debtors operated a research and development facility in Westborough, Massachusetts, a commercial recycling facility known as Apex 0 in Covington, Georgia, and a joint venture facility in Zawiercie, Poland, while constructing Apex 1, a large-scale battery materials manufacturing facility in Hopkinsville, Kentucky, and pursuing development of the Apex 2 Project in Poland.
  • The Debtors raised approximately $650 million during 2023 and 2024 and obtained commitments for approximately $480 million of Department of Energy ("DOE") funding to support construction and commercialization of their battery recycling platform.
  • As of the Petition Date, the Debtors had approximately 102 employees and 14 independent contractors and sub-contractors in the United States, with the largest concentrations in Georgia, Kentucky, Massachusetts, and Texas, and an intellectual property portfolio consisting of more than 150 issued and pending patents worldwide.
  • Ascend Elements, Inc. is a Delaware corporation headquartered in Westborough, Massachusetts, and is the direct parent of Ascend Elements US, LLC, a Texas limited liability company organized in 2025, and the direct or indirect parent of the Debtors' non-Debtor affiliates, including Ascend Elements UK, Ltd., Ascend Elements France, Ascend Elements Poland Holdco, and Ascend Elements Poland SP Z.O.O., which together with non-Debtor Elemental Strategic Metals each holds a 50% interest in AE Elemental SP Z.O.O., the Poland joint venture.
  • The approximately 154,000-square-foot Apex 0 facility became, during 2025, the first facility in the United States to produce lithium carbonate from 100% recycled battery content at commercial scale, but required additional utility upgrades and capital expenditures to increase capacity and achieve sustained commercial operations. The approximately 500,000-square-foot Apex 1 facility was roughly 60% complete as of the Petition Date, with construction suspended following cost overruns, contractor disputes, and liquidity constraints, and was neither operational nor generating revenue. The Apex 2 Project remained in the development stage, with a site secured but construction not commenced, and was supported by Polish government grant funding and financing commitments from the European Bank for Reconstruction and Development.
• The Debtors filed the Combined Disclosure Statement and Plan of Liquidation on July 8, 2026, providing for the liquidation of the Debtors' remaining assets and resolution of the outstanding Claims against and Interests in the Debtors.
  • On August 17, 2026, the Court confirmed the Plan under section 1129 of the Bankruptcy Code and approved the Disclosure Statement on a final basis as containing adequate information within the meaning of section 1125(a).
  • In accordance with section 1141(d)(3), because the Plan provides for the liquidation of all or substantially all of the Debtors' property, the Debtors will not continue in business after consummation of the Plan, and the Debtors are not individuals, the Plan does not discharge the Debtors, and no provision of the Plan or the Confirmation Order shall be construed as effecting a discharge under section 1141(d)(1). The confirmed plan is the Second Amended Combined Disclosure Statement and Joint Plan of Liquidation attached to the Confirmation Order as Exhibit A.

Events Leading to the Chapter 11 Filing

• The Debtors commenced these cases after experiencing significant liquidity constraints driven by construction delays and cost overruns at Apex 1, operational challenges at Apex 0, declining battery materials prices, and limited access to additional capital.
  • As construction of Apex 1 progressed, the Debtors encountered substantial delays, escalating costs, contractor disputes, and supply chain disruptions that materially exceeded their original budgets and construction timelines.
  • Turner-Kokosing Joint Venture ("TKJV") recorded an amended mechanic's lien against the Hopkinsville project in the asserted amount of approximately $138.4 million and commenced a lien-foreclosure action in Christian County, Kentucky, which was stayed and the parties' disputes compelled to arbitration. In the arbitration, TKJV asserts claims for unpaid amounts under its design-build contract, and the Debtors have asserted defenses and counterclaims against TKJV and certain of its subcontractors, including allegations of overbilling, breach of contract, and failure to perform in accordance with contractual standards. Additional lien claims by subcontractors were asserted in the Kentucky state court action; the state court declined to stay those claims pending arbitration, and Ascend Elements appealed that decision. The arbitration and the related state court proceedings were stayed upon the commencement of these cases.
  • The Apex 0 facility required additional capital expenditures and operational improvements before reaching anticipated production levels, further straining liquidity, while prices for Black Mass, lithium carbonate, pCAM, and other battery materials declined and demand from battery manufacturers weakened.
  • After evaluating numerous strategic alternatives, the Debtors determined that a court-supervised sale process and orderly wind down represented the best available path to maximize and preserve value for their stakeholders.

Prepetition Capital Structure

• As of the Petition Date, the Debtors reported approximately $107.1 million of funded debt and mortgage-related obligations on a consolidated basis, excluding accrued and unpaid interest, obligations under various hedging arrangements, letters of credit, and other charges, consisting of:
  • Approximately $20.0 million of Senior Secured Convertible Notes issued under the Senior Notes Agreement dated December 22, 2025, secured by first-priority liens on substantially all personal property of the Debtors.
  • Approximately $83.1 million of Junior Secured Convertible Notes issued under the Junior Notes Agreement dated June 13, 2025, secured by second-priority liens on substantially all personal property of the Debtors.
  • A Commercial Term Promissory Note originally issued in the amount of $2.9 million to Hopkinsville Industrial Foundation, Inc. and collaterally assigned to Planters Bank, Inc., with approximately $0.4 million outstanding, and a November 15, 2022 City of Hopkinsville grant obligation secured by a mortgage on the Hopkinsville property in the amount of $3.6 million.
• The Debtors also faced real and personal property tax obligations with respect to Hopkinsville to the extent secured by applicable law, and asserted mechanics', warehouse, and materialman's lien claims exceeding approximately $145 million arising from work and materials provided for Apex 0 and Apex 1. The Debtors estimated approximately $40 million in unsecured debt obligations owed to trade creditors, suppliers, vendors, and contract counterparties, all subject to reconciliation and the Debtors' rights to dispute.
• The Debtors had received approximately $207 million under the DOE grant for Apex 1, and DOE asserted an undivided reversionary interest in equipment acquired with grant funds.

Cash Collateral

• Rather than obtain debtor-in-possession financing, the Debtors funded these cases through the authorized use of cash collateral pursuant to the Final Cash Collateral Order.
  • The Court entered the Interim Cash Collateral Order on April 10, 2026 and the Final Cash Collateral Order on May 22, 2026.
  • Cash Collateral excludes funds held in the Bank of America letter-of-credit account ending in 6440 and the Professional Fee Escrow Account.

Case Administration and Retention of Professionals

• On April 10, 2026, the Court authorized Kurtzman Carson Consultants, LLC d/b/a Verita Global to serve as the Debtors' claims, noticing, and solicitation agent, to maintain the official claims register, act as the authorized repository for proofs of claim, and provide noticing, solicitation, and related case administration services.
• The Debtors retained Norton Rose Fulbright US LLP as counsel (order entered May 21, 2026), Alvarez & Marsal North America, LLC as restructuring advisor with Adam Titus designated as Chief Restructuring Officer (order entered June 24, 2026), and Jefferies LLC as investment banker (order entered June 17, 2026), in each case effective as of the Petition Date. On April 29, 2026, the Committee selected McDermott Will & Schulte LLP as counsel, and thereafter selected Province, LLC as its financial advisor.
• First-day relief included joint administration and complex chapter 11 case treatment; authority to pay prepetition wages, salaries, reimbursable expenses, contractor obligations, and employee benefits; continued use of the existing cash management system, bank accounts, corporate card program, and intercompany transactions (interim April 10, 2026; final May 7, 2026); adequate assurance procedures for utility services; authority to pay critical vendor claims in an aggregate amount not to exceed $1.35 million; and authority to pay taxes and fees, maintain the insurance, surety bond, and letter-of-credit programs, and establish procedures to protect the Debtors' net operating losses and other tax attributes.
• The Debtors filed a motion on May 3, 2026 seeking approval of a key employee incentive plan for certain members of senior management but did not pursue it, because the proposed incentive metric was tied to a qualifying sale of substantially all of the Debtors' assets by a specified deadline and became unattainable once the Debtors pursued separate transactions.

Sale Transactions

• On April 10, 2026, the Debtors filed the Bid Procedures Motion seeking approval of procedures to market and sell substantially all of their assets, including auction, notice, and assumption and assignment procedures, with no stalking horse bidder designated at the time of filing, and the Court entered the Bid Procedures Order on April 17, 2026. The Debtors and Jefferies thereafter conducted the marketing and sale process, and, as that process progressed, the Debtors determined that the highest or otherwise best value for the estates would be achieved through a series of separate asset sales rather than a single going-concern sale of substantially all of the Debtors' assets.
• Poland/IP Sale to Bluegrass Infrastructure Partners Holdings, LLC:
  • Approved on May 22, 2026 for $3.0 million in cash, the assumption of specified liabilities, and a $98 million credit bid of secured note obligations; the transaction closed on May 26, 2026.
• Hopkinsville Sale to TKJV, following a competitive auction:
  • Before closing, the Debtors filed the Credit Bid Motion on May 7, 2026 seeking to deny or limit the credit bid rights asserted by TKJV, RMF Nooter, LLC, and United Electric Company, Inc. based on substantial disputes regarding the validity, amount, and enforceability of the asserted mechanic's lien claims, including allegations of overbilling, defective work, project mismanagement, and overlapping lien claims. After TKJV was selected as the successful bidder, the parties resolved that dispute through the sale process rather than continued litigation.
  • Approved on June 5, 2026 and closed on June 10, 2026.
  • The sale addressed the City of Hopkinsville mortgage and related obligations, preserved the Committee's rights to object to the purchaser's proof of claim, and included the purchaser's agreement at closing to waive an additional $40 million of its asserted secured claim, which, together with the amount credit bid under the asset purchase agreement, reduced TKJV's claim against the estates by a total of $50 million.
• Covington Sale to R3 Lithium, Inc.:
  • After no other Qualified Bid was received, the Debtors designated R3 Lithium as the successful bidder for $3.0 million in cash, the assumption of specified liabilities, and payment of the purchaser's allocated portion of cure costs. The Court approved the sale on June 30, 2026.
• On June 30, 2026, the Court also approved De Minimis Asset Procedures to monetize or abandon residual, non-core assets and to assume and assign related executory contracts where appropriate. The remaining assets consist primarily of equipment, machinery, tools, spare parts, laboratory supplies, office furniture, information technology equipment, vehicles, containers, scrap materials, maintenance inventory, and other miscellaneous personal property.
• To the extent executory, the APAs and any other documents related to the Sale shall be assumed. Pursuant to section 1146(a), the issuance, transfer, or exchange of any property under or in connection with the Plan — including any transfers to or by the GUC Trust and any transfers effectuated under the Poland/IP Sale, the Hopkinsville Sale, and the Covington Sale in furtherance of the Plan — is not subject to any stamp tax, real estate transfer tax, mortgage recording tax, or other similar tax, and each recorder of deeds or similar official is directed to accept the applicable instruments without payment of any such tax.

Committee Settlement

• The Final Cash Collateral Order approved the Committee Settlement among the Debtors, the Secured Noteholders, and the Committee, which, together with the Poland/IP Sale Order, provided that obligations outstanding under the Senior Notes Agreement and substantially all obligations under the Junior Notes Agreement would be satisfied through a credit bid in connection with the Poland/IP Sale.
  • Only a $5 million portion of the Junior Secured Convertible Notes was reserved for the limited purpose of a potential credit bid in connection with the proposed Covington sale; because the Junior Secured Noteholders were not the successful bidder for Covington, that amount was deemed applied to the Poland/IP Sale transaction and reduced to zero.
  • Upon consummation of the Poland/IP Sale, the Senior Secured Noteholders and Junior Secured Noteholders agreed to waive any asserted interest in the Debtors' cash and cash accounts.
  • Following consummation of the Poland/IP Sale and the Covington Sale, no obligations remain outstanding under the Senior Notes Agreement or the Junior Notes Agreement.

Settlement with the United States (DOE)

• The settlement — entered into with the United States of America, acting through the Department of Justice on behalf of DOE — arises from reimbursement requests submitted under the Grant Agreement (Assistance Agreement DE-MS0000002) for construction and commissioning of the Apex 1 Facility. After receiving information from a former employer of a subcontractor, the Debtors conducted an internal review and audit, determined that certain reimbursed contractor and subcontractor charges were excessive, duplicative, or otherwise improper, voluntarily disclosed the issues to the United States on February 18, 2025, and cooperated with DOE and the Department of Justice.
• Under the DOE Settlement Agreement, approved by the Court on July 29, 2026, the Debtors resolve a potential liability of $15,948,453 for $7,497,555.65, of which $5,316,145.00 constitutes restitution.
  • The settlement amount is to be satisfied through setoff or recoupment of DOE funds otherwise owed to Ascend in connection with the closeout audit, rather than an out-of-pocket cash payment by the Estates.
  • Upon satisfaction of the settlement amount, the United States would release specified civil claims, and Ascend would release the United States and its agencies from related claims concerning the covered conduct, investigation, and grant closeout process.
  • The Debtors contend the settlement is a sound exercise of business judgment because it avoids complex and expensive litigation, resolves the Apex 1 grant closeout issues, and preserves estate resources for creditors.

AMCON Lien Dispute

• Prior to the Petition Date, AMCON commenced litigation on or about August 8, 2025 asserting claims for unpaid construction costs at Apex 0 and seeking to foreclose on a mechanics' lien recorded against the Debtors' leasehold and other real property interests at the Covington facility. The parties subsequently agreed to stay that litigation and submit the dispute to private arbitration, which was itself stayed upon the commencement of these cases. AMCON thereafter filed Proof of Claim No. 12 asserting a claim of approximately $9.9 million, including an asserted mechanics' lien of approximately $6.23 million.
  • The Debtors disputed the validity, priority, extent, and enforceability of the asserted lien and further asserted that any valid lien attached only to the Debtors' leasehold and other real property interests at Covington and not to the personal property assets sold in the transaction.
  • Consistent with the Covington Sale Order, the Debtors agreed to hold $1.9 million of the sale proceeds in the Covington Proceeds Escrow pending resolution of the dispute, without prejudice to either party's rights, claims, or defenses.
  • Pursuant to a stipulated and agreed scheduling order, the Court approved a schedule for the Debtors, AMCON, and the Committee to litigate issues concerning the attachment of AMCON's asserted lien in advance of the Confirmation Hearing.
• On August 10, 2026, the Court entered a stipulation and agreed order resolving all disputes between the Debtors and AMCON on the following terms:
  • AMCON shall have an allowed secured claim in the amount of $1,175,000.00, and a general unsecured claim in the amount of $8,706,478.48 that is allowed solely for purposes of voting on the Plan.
  • The Debtors shall pay the allowed secured claim within three business days of Court approval of the stipulation from the Covington Proceeds Escrow, following which the balance of the escrow shall be released to the Debtors.
  • AMCON's general unsecured claim shall be deemed waived in its entirety on the Effective Date.
  • The parties shall exchange mutual releases.

GUC Trust

• On the Effective Date, the GUC Trust shall be established pursuant to the GUC Trust Agreement for the purpose of maximizing the value of the GUC Trust Assets and effectuating Distributions to the GUC Trust Beneficiaries, and is intended to qualify as a liquidating trust pursuant to Treasury Regulations section 301.7701-4(d).
  • Pursuant to sections 1141(b) and (c), all of the Debtors' assets, including the Retained Causes of Action and any Avoidance Actions, shall vest in the GUC Trust free and clear of all Claims, Liens, and encumbrances, except as otherwise provided in the Plan or the Confirmation Order.
  • GUC Trust Assets initially consist of any Cash remaining in the Estates after funding or reserving for amounts required under the Plan, the Debtors' retained Causes of Action (including commercial tort claims and Avoidance Actions), the Debtors' current and prior directors' and officers' insurance policies and any rights thereunder, and any other assets not sold, transferred, abandoned, or otherwise disposed of pursuant to the Sale Orders or other orders of the Court.
  • GUC Trust Beneficiaries are the Holders of Allowed General Unsecured Claims (including Deficiency Claims), who shall be treated as the grantors and owners of the GUC Trust and shall receive GUC Trust Interests evidenced solely by the book entry system.
• The GUC Trustee, selected by the Committee in its sole discretion and identified in the Plan Supplement, shall serve as the Estates' representative under section 1123(b)(3)(B) and shall have authority over the wind-down of the Debtors' affairs, the administration of the GUC Trust, and the making of Distributions, without further action or order of the Court.
  • The GUC Trustee has the exclusive authority to prosecute, settle, or abandon the Retained Causes of Action, and standing to investigate, commence, prosecute, or settle such actions in any court of competent jurisdiction without regard to the dissolution of any Debtor and without the need to reopen any of the Chapter 11 Cases.
  • In pursuing Retained Causes of Action, the GUC Trustee is entitled to the tolling provisions under sections 108 and 546, which continue to apply notwithstanding the dissolution of any Debtor, the entry of a final decree, or the closing of the Chapter 11 Cases. No applicable statute of limitations, statute of repose, or other time-based defense shall be deemed to have been triggered, restarted, or shortened by reason of the transfer of the Retained Causes of Action to the GUC Trust, the dissolution of any Debtor, or the closing of any of the Chapter 11 Cases.
  • Subject to payment in full of all Allowed Administrative Claims, GUC Trust Expenses incurred on or after the Effective Date shall be paid in accordance with the GUC Trust Agreement without further order of the Court.
  • GUC Trust Assets reserved for Holders of Disputed Claims shall be treated as one or more Disputed Claims Reserves, each governed as a "disputed ownership fund" under Treasury Regulation § 1.468B-9, with the GUC Trustee serving as administrator under Treasury Regulation § 1.468B-9(b)(2) and responsible for all related tax reporting and withholding. No Holder of a Claim will be treated as the grantor or deemed owner of any asset reserved for Disputed Claims until such Holder receives or is allocated an interest in that asset.
  • After the Effective Date, the GUC Trustee shall file tax returns for the GUC Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a), and may seek a determination of tax liability under section 505, file any required tax and information returns, make tax elections on behalf of the GUC Trust, and pay any taxes payable for and on behalf of the GUC Trust.
  • Unless a different date is set by the Court, all Claim Objections must be served and filed no later than one hundred eighty days after the Effective Date or twenty days after a particular Proof of Claim is filed, whichever is later, subject to extension on motion by the GUC Trustee. Prior to the Effective Date, all parties identified by the Bankruptcy Rules may object to Claims; from and after the Effective Date, the GUC Trustee has the exclusive authority to file, settle, compromise, withdraw, or litigate to judgment any objections to Claims, including objections filed by the Debtors before the Effective Date. Any Proof of Claim filed after the Bar Date is of no force and effect and is deemed disallowed and expunged without the need for an objection.
  • The GUC Trustee may resign upon thirty days' written notice to the Court, effective only upon appointment of a successor unless the GUC Trustee determines the GUC Trust lacks sufficient assets and financial resources to complete its assigned duties, and may be removed by the Court upon motion of any party in interest after notice and a hearing.
  • The GUC Trust shall terminate when all GUC Trust Assets have been liquidated or Allowed Claims satisfied, all duties fulfilled, and all required Distributions made, or when the GUC Trustee determines the GUC Trust lacks sufficient assets and financial resources to complete its duties.
• To the extent the terms of the Plan or Confirmation Order with respect to the GUC Trust are inconsistent with the GUC Trust Agreement, the terms of the Plan or Confirmation Order shall govern.

Limited Substantive Consolidation

• The Plan constitutes a motion for the limited consolidation of the Debtors and their Estates solely for purposes of voting on the Plan, confirming the Plan, objecting to the allowance of Claims provided for under the Plan, and making Distributions, with voting on the Plan counted on a consolidated basis. On the Effective Date, and solely for such purposes:
  • The assets of the Debtors will be pooled for the purpose of paying Allowed Claims against the Debtors.
  • Any Claim filed or asserted against any Debtor will be deemed a Claim against all of the Debtors.
  • All Claims of each Debtor against any other Debtor will be eliminated.
  • Any obligation of any Debtor and all guarantees thereof executed by any Debtor will be deemed an obligation of each Debtor.
  • Holders of Allowed Claims asserting identical Claims against multiple Debtors shall be entitled to only a single satisfaction, with duplicate Claims deemed disallowed, expunged, and void without need for a Claim Objection or further order.
• The limited consolidation shall not affect the legal and corporate structures of the Debtors and shall not constitute a waiver of the mutuality requirement for setoff under section 553.

Classification and Treatment of Claims and Interests

• Class 1 – Other Priority Claims (estimated $0.2 million; projected recovery 100%): Unimpaired; conclusively deemed to have accepted the Plan and not entitled to vote.
• Class 2 – Other Secured Claims (estimated $0–1.9 million; projected recovery 100%): consists of all Other Secured Claims, if any, including any secured claim later determined to exist or any other lien not otherwise satisfied, released, assumed, or resolved in connection with the Sale Orders or other orders in these cases.
  • Each Holder shall receive one of the following: (i) payment in full in Cash; (ii) delivery of the collateral securing such Claim; or (iii) treatment in any other manner that renders the Claim Unimpaired.
  • Class 2 is Unimpaired and conclusively deemed to have accepted the Plan.
• Class 3 – General Unsecured Claims (estimated $149.6 million; projected recovery 0.0% to 0.4%): each Holder shall receive a Pro Rata Share of GUC Trust Interests and, as a GUC Trust Beneficiary, its Pro Rata Share of net Cash derived from the GUC Trust Assets available for Distribution until all Allowed General Unsecured Claims are paid in full or the GUC Trust Assets are exhausted.
  • All Distributions to Holders of Allowed General Unsecured Claims are subject to the GUC Trustee first paying in full, or reserving for, all GUC Trust Expenses.
  • Class 3 is Impaired, is the sole Class entitled to vote, and has voted to accept the Plan.
• Class 4 – Intercompany Claims (estimated $9.1 million; no recovery): settled, discharged, cancelled, or released without any Distribution and of no further force or effect. Impaired and deemed to reject.
• Class 5 – Intercompany Interests (estimated $0.0 million; no recovery): extinguished without any Distribution and of no further force or effect. Impaired and deemed to reject.
• Class 6 – Interests in Ascend Elements (estimated $0.0 million; no recovery): automatically cancelled, released, extinguished, and of no further force or effect, with Holders neither retaining nor receiving any property. Impaired and deemed to reject.
• Because the sole Impaired voting Class accepted the Plan and Classes 4, 5, and 6 are deemed to reject, Confirmation under section 1129(b) was required as to such Classes; the Court found the Plan does not discriminate unfairly and is fair and equitable as to each.
• On the Effective Date, except as otherwise provided in the Plan, the Plan Supplement, or the Confirmation Order, all notes, instruments, certificates, and other documents evidencing Claims against or Interests in the Debtors shall be cancelled and the obligations of the Debtors thereunder discharged, provided that any such instrument shall continue in effect solely to the extent necessary to allow Holders to receive Distributions and to preserve any surviving indemnification, reimbursement, or similar obligations expressly preserved under the Confirmation Order or the applicable Sale Orders. Concurrently with the applicable Distributions or other treatment under the Plan, and except as otherwise provided in the Plan or the Confirmation Order, all mortgages, deeds of trust, Liens, pledges, and other security interests against the property of the Estates shall be fully released, terminated, and discharged, with all right, title, and interest of any Holder of such Lien reverting to the GUC Trust and its successors and assigns, without any further order of the Court and without any action or filing being required of the Debtors or the GUC Trustee.

Unclassified Claims

• Administrative Claims: except with respect to Professional Fee Claims, and except to the extent an Administrative Claim has been assumed by a Purchaser under an APA, has already been paid, or the Holder agrees to less favorable treatment, each Holder shall receive Cash equal to the Allowed amount without interest, on or as soon as practicable after the later of the Effective Date or entry of a Final Order determining or approving such Claim, or in accordance with any agreement between the Holder and the Debtors or the GUC Trust.
  • The Administrative Claims Bar Date is thirty days after the Effective Date. Under the Plan, the requirement to file a request for payment does not apply to Professional Fee Claims or Section 503(b)(9) Claims, which were instead subject to the Bar Date; the Confirmation Order describes the requirement as applying to all Administrative Claims other than Professional Fee Claims. Objections to requests for payment of Administrative Claims must be filed and served no later than twenty-one days after service of the respective request. Holders that are required to, but fail to, timely file and serve such a request shall be forever barred, estopped, and enjoined from asserting such Claims against the Debtors, the GUC Trustee, the Estates, or the property of any of the foregoing.
  • XALT Energy MI, LLC has an allowed claim under section 503(b)(9) in the amount of $25,999.60, to be paid in full on the Effective Date.
• Priority Tax Claims: except to the extent a Holder agrees to less favorable treatment, each Holder shall receive Cash equal to the amount of such Allowed Claim, with Claims due and payable as of the Effective Date paid by the Debtors on the Effective Date. To the extent an Allowed Priority Tax Claim is not due and owing on the Effective Date, it shall be paid in accordance with any agreement between the Debtors or the GUC Trustee and the Holder, as may be due and payable under applicable nonbankruptcy law, or in the ordinary course of business.
• Professional Fee Claims: final requests must be filed by the Professional Fee Claims Bar Date, thirty days after the Effective Date, with Allowed amounts determined by the Court. Objections must be filed and served on the Debtors or the GUC Trustee, the Committee, and the U.S. Trustee no later than twenty-one days after the filing of the final applications. Professionals must deliver their estimates of unpaid fees and expenses, including estimated fees for preparing final fee applications, to the Debtors no later than five days before the Effective Date; if a Professional does not provide an estimate, the Debtors or the GUC Trustee may estimate them.
  • On or prior to the Effective Date, the Debtors shall fund the Professional Fee Escrow Account in an amount equal to the Professional Fee Reserve Amount, to be used solely to pay Allowed Professional Fee Claims, with any remaining amount transferred to the GUC Trust for Distribution.
• U.S. Trustee Fees: all fees payable on or before the Effective Date shall be paid in full by the Debtors on the Effective Date, with fees coming due thereafter paid by the GUC Trustee until entry of a final decree closing the cases or an order converting or dismissing them.
• The Bar Date for non-governmental entities is July 20, 2026 at 5:00 p.m. (prevailing Central Time), and for Governmental Units is October 6, 2026 at 5:00 p.m. (prevailing Central Time).

Executory Contracts and Unexpired Leases

• On the Effective Date, all executory contracts and unexpired leases not previously rejected pursuant to the First, Second, or Third Rejection Notices or another order or notice of the Court, and not expressly assumed or assumed and assigned to a Purchaser pursuant to the APAs, will be deemed rejected under sections 365 and 1123.
  • Nothing in the Plan or Confirmation Order shall cause the rejection, breach, or termination of any Insurance Policies benefiting the Debtors and the Estates, the Debtors' current and former officers, managers and directors, and/or the GUC Trust, and Confirmation shall not discharge, impair, or otherwise modify any rights or obligations under the Debtors' Insurance Policies, including directors' and officers' policies, except as expressly set forth in the Plan.
  • Contracts and leases to be assumed on the Effective Date are identified on the Schedule of Assumed Contracts included in the Plan Supplement, which the Debtors may amend at any time prior to the Effective Date.
  • If a Contract Counterparty objects to asserted Cure Costs or to the Debtors' ability to assume or reject, and the objection is unresolved by the Effective Date, the Debtors or the GUC Trustee may elect to reject the contract or lease or postpone its assumption until the objection is resolved.
• Rejection damages Claims shall be treated as if the contracts or leases had been breached on the date immediately preceding the Petition Date and, to the extent timely filed, classified as Class 3 General Unsecured Claims.
  • Claims arising from the First, Second, or Third Rejection Notices or any other rejection notice under the Rejection Procedures Order must be filed by the later of the applicable Bar Date, 35 days after filing of the applicable rejection notice, or, if a Rejection Objection is timely filed, 30 days after such objection is resolved, overruled, withdrawn, or adjudicated. Because the Second Rejection Notice was filed on July 3, 2026 and the Third Rejection Notice on July 10, 2026, any Claim arising therefrom shall be due no earlier than August 7, 2026 and August 14, 2026, respectively, unless a Rejection Objection is timely and properly filed.
  • Claims arising from rejection under the Plan must be filed by the Rejection Damages Bar Date. Any rejection damages Claim not timely filed shall be forever barred and unenforceable against the Debtors, their Estates, and the property of the foregoing.

Distributions

• Distributions shall be funded from the Debtors' assets, including the proceeds of the Poland/IP Sale and the Covington Sale and the assets vesting in the GUC Trust. The record date for Distributions shall be the Effective Date, and neither the Debtors nor the GUC Trustee shall have any obligation to recognize any transfer of a Claim or Interest occurring after that date.
  • On the Effective Date, the Debtors or GUC Trustee shall fund Distributions and satisfy applicable Allowed Claims other than Allowed General Unsecured Claims, and the Debtors shall then transfer to the GUC Trust all remaining Cash and other GUC Trust Assets.
  • After the Effective Date, the GUC Trustee shall fund the Disputed Claims Reserve and make Distributions to Holders of Allowed General Unsecured Claims from the GUC Trust Assets.
  • The GUC Trustee will serve without bond and shall make all Distributions under the Plan, subject to all applicable tax withholding and reporting requirements.
• Mechanics of Distributions:
  • The GUC Trustee may require any Holder to furnish its taxpayer identification number and may condition any Distribution on receipt thereof; failure to provide a requested TIN within thirty days shall be deemed a waiver of such Holder's interest in the Distribution, including the right to receive future Distributions.
  • The GUC Trustee may, but is not required to, make any Distribution of less than $100.00.
  • Undeliverable Distributions shall be returned to and held in trust by the GUC Trust until claimed or deemed Unclaimed Property under section 347(b) at the expiration of ninety days from the date the Distribution is made, at which point they revert to the GUC Trust as an asset thereof.
  • Checks issued by the GUC Trust shall be null and void if not negotiated within 120 days after issuance. Requests for reissuance must be made in writing to the GUC Trustee on or before the later of the first anniversary of the Effective Date or the first anniversary of the date the Claim became an Allowed Claim; thereafter, all Allowed Claims in respect of voided checks are discharged and forever barred, and the proceeds revest in and become property of the GUC Trust as Unclaimed Property.
  • No partial payments or partial Distributions shall be made with respect to any Disputed Claim, other than Professional Fee Claims, until all Disputed Claims held by such Holder have become Allowed Claims or been resolved by settlement or Final Order, and no payment or Distribution shall be made with respect to any Claim until it becomes an Allowed Claim. If the GUC Trustee makes a Distribution while a Claim is subject to a pending Claim Objection, the GUC Trustee shall hold that Holder's pro rata portion in reserve, and shall distribute the reserved amount to the Holder if the Claim is allowed by the Court or by agreement, or pro rata to all other applicable Holders of Allowed Claims if the Claim is disallowed.
  • The GUC Trustee may, but is not required to, setoff against or recoup from any Claim any claim of any nature that the Debtors may have had against the Holder, without waiver or release of any such claim.

Releases

• Debtor Release: on and after the Effective Date, each Released Party is released and discharged by the Debtors, the GUC Trust, and their respective Estates from all Causes of Action, whether known or unknown, arising from or relating to the Debtors, their capital structure, restructuring efforts, intercompany transactions, the Chapter 11 Cases, the Cash Collateral Orders, the Prepetition Note Documents, the applicable asset purchase agreements, the sale transactions, the Disclosure Statement, the Plan, and the Plan Supplement, among other matters, taking place on or before the Effective Date.
• Third-Party Release: as of the Effective Date, each Releasing Party releases and discharges each Debtor and other Released Party from all such Causes of Action.
  • The Third-Party Release is consensual and binds only those Holders of Claims and Interests who affirmatively elected to grant it by opting in, and was conspicuously disclosed in the Plan, the Disclosure Statement, the Ballots, and the notices of non-voting status.
  • Ballots included an option for Holders to check a box to opt in, and Holders not entitled to vote received a notice of non-voting status including an optional opt-in form. Holders of Class 3 Claims that vote to accept, vote to reject, or do not vote, and do not affirmatively make the opt-in election, shall not be deemed to have consented to the releases.
  • A Holder will not be a Releasing Party if it timely files an objection to the releases that is not resolved before Confirmation.
• Carve-outs: neither release covers (a) obligations arising on or after the Effective Date under the Plan, the Confirmation Order, any applicable asset purchase agreement, any restructuring transaction, any assumed executory contract or unexpired lease, or any document executed to implement the Plan or an applicable section 363 asset sale, or (b) any claim or Cause of Action related to an act or omission determined by Final Order to have constituted actual fraud, willful misconduct, or gross negligence. The Third-Party Release additionally does not release (c) any of the Debtors' commercial tort claims and Avoidance Actions transferred to the GUC Trust, or (d) the Debtors of their obligations under the Cash Collateral Orders to the Prepetition Secured Parties.
• Released Parties comprise, each solely in its capacity as such: (i) each of the Debtors; (ii) the CRO; (iii) the members of the Special Committee; (iv) the Professionals; (v) the Committee; (vi) each member of the Committee; (vii) each of the Prepetition Secured Parties; and (viii) each of the foregoing Entities' Related Parties, in each case other than the Non-Released Parties. For the avoidance of doubt, Professionals constitute Released Parties.
• Releasing Parties comprise the Released Parties, each Consenting Creditor, and their respective Related Parties that such Entity is legally entitled to bind; provided that the Prepetition Secured Parties and their Related Parties are Releasing Parties only to the extent they timely and affirmatively opt in and do not timely object to the releases in a manner not withdrawn or resolved before Confirmation.
• Non-Released Parties — each current and former director, manager, and officer of any Debtor, other than the CRO, the members of the Special Committee, and any director, manager, or officer previously released pursuant to a prior Order of the Court — are not Released Parties, and no Claim or Cause of Action against any Non-Released Party is released, exculpated, discharged, or enjoined under the Plan or the Confirmation Order.
• Nothing in the Plan, the Plan Supplement, or the Confirmation Order modifies, supersedes, or impacts the releases granted in the Final Cash Collateral Order, including paragraph 15 thereof, or the Poland/IP APA and Poland/IP Sale Order, including paragraphs 36 and 37 thereof.

Exculpation and Injunction

• Exculpation: no Exculpated Party will have or incur any liability for any act or omission in connection with the solicitation of votes to accept the Plan, the Chapter 11 Cases, any section 363 asset sale, the pursuit of Confirmation or Consummation, or the administration of the Plan or the property to be distributed thereunder, except for actual fraud, gross negligence, or willful misconduct.
  • The Court found the Exculpation appropriately tailored and enforceable to the maximum extent allowed by In re Highland Capital Mgmt., L.P., 48 F.4th 419 (5th Cir. 2022) and In re Highland Capital Mgmt., L.P., 132 F.4th 353 (5th Cir. 2025).
  • Per the Confirmation Order, the Exculpated Parties are limited to (a) the Debtors, (b) the members of the Special Committee, (c) the CRO, (d) the Committee, and (e) the members of the Committee, each of the foregoing in items (b) through (e) solely in their capacities as such. The Plan's own definition of "Exculpated Parties" does not include the CRO; the Confirmation Order governs in the event of any inconsistency.
• Injunction: all entities holding Claims against or Interests in the Debtors, the Estates, or the GUC Trust arising prior to the Effective Date are permanently enjoined from commencing or continuing any action against the Debtors, the Estates, the GUC Trust, or the GUC Trust Assets; enforcing, attaching, collecting, or recovering any judgment, award, decree, or order against the foregoing; creating, perfecting, or enforcing any Lien or encumbrance against the foregoing; and taking any act that does not conform to or comply with the provisions of the Plan.
  • Nothing in the injunction prohibits the Holder of a timely filed Proof of Claim from litigating its right to have such Claim declared Allowed and paid in accordance with the Plan's distribution provisions, or from enforcing the obligations of the Debtors or the GUC Trust under the Plan.
  • All injunctions or stays in effect under sections 105 or 362 and in existence on the Confirmation Date shall remain in full force and effect until the Effective Date.
• Preserved setoff and recoupment rights: notwithstanding anything to the contrary in the Plan, the Disclosure Statement, or the Confirmation Order, nothing waives, releases, discharges, impairs, enjoins, or otherwise affects any right of setoff or recoupment held by RMF Nooter, LLC, United Electric Company, Inc., and TKJV, including the right to assert setoff or recoupment as a defense to any claim, Cause of Action, or Retained Cause of Action that the GUC Trust or GUC Trustee may bring against them.

Preservation of Causes of Action

• Except as expressly released under the Plan or a prior order of the Court, all Causes of Action of the Debtors and their Estates are preserved and vest exclusively in the GUC Trust, along with the exclusive right to enforce them.
  • All rights to enforce, commence, prosecute, pursue, settle, or take any action with respect to any Causes of Action are preserved for the sole benefit of the GUC Trust, including any Causes of Action against the Debtors' current and former directors and officers, regardless of whether specifically referenced in the Plan or Plan Supplement.
  • Retained Causes of Action do not include (i) Causes of Action against any Released Party to the extent released under the Plan, or (ii) Causes of Action released by the Debtors pursuant to an order of the Court, including the Cash Collateral Orders and the Sale Orders. The Retained Causes of Action Schedule is included in the Plan Supplement, and the inclusion or failure to include any Cause of Action therein shall not be deemed an admission, denial, or waiver of any claims, rights, or Causes of Action that the Debtors, the Estates, or the GUC Trust may hold.
  • No res judicata, collateral estoppel, laches, or other defense shall attach to any Retained Cause of Action as a result of Confirmation, the Effective Date, or the failure to identify any Cause of Action in the Plan, the Disclosure Statement, or the Schedules, and no Person may rely on the absence of a specific reference as an indication that such Cause of Action will not be pursued.
  • On the Effective Date, the GUC Trust or GUC Trustee shall be deemed substituted as a party to any Retained Causes of Action litigation to which a Debtor is a party, including contested matters or adversary proceedings, appeals of Court orders, and any state court or federal or state administrative proceedings.

Wind Down and Corporate Governance

• The Poland/IP Sale, the Hopkinsville Sale, the Covington Sale, and the proposed disposition of residual assets under the De Minimis Asset Procedures monetized substantially all of the Debtors' operating assets and generated the principal sources of funding for the wind down and the distributions contemplated by the Plan. Following those transactions, the Debtors ceased substantially all business operations.
• Remaining wind-down activities include completing environmental and facility decommissioning matters, disposing of residual assets, rejecting remaining executory contracts and unexpired leases as appropriate, resolving claims, and implementing the GUC Trust structure.
• On the Effective Date, the Debtors shall be deemed dissolved without further action under applicable law of the jurisdictions in which they are formed and without any requirement of action by their shareholders, directors, or managers, except solely for the filing of a certificate of dissolution, cancellation, or other applicable notice as may be required. Such dissolution shall not impair, diminish, or terminate any rights, claims, or Causes of Action transferred to and vested in the GUC Trust, or affect the standing or authority of the GUC Trustee to investigate, commence, prosecute, settle, or otherwise dispose of Retained Causes of Action. All matters provided for under the Plan that would otherwise require shareholder, director, or manager approval, including any dissolution or merger of a Debtor, are deemed to have occurred and to be effective on the Effective Date.
• Upon the Effective Date, the directors and/or managers and officers of the Debtors shall be deemed to have resigned, and the GUC Trustee shall be empowered to act in the place and stead of the Debtors as successor-in-interest with respect to the GUC Trust Assets.
• During the period from the Confirmation Date through the Effective Date, the Debtors may continue to operate their businesses as debtors-in-possession in the ordinary course in a manner consistent with past practice in all material respects and as otherwise necessary to consummate the Plan, subject to all applicable orders of the Court.
• On the Effective Date, the Committee shall automatically dissolve and the members of the Committee and the Committee's Professionals, and the Debtors' Professionals, shall be released and discharged from all duties relating to the Chapter 11 Cases, except with respect to applications for Professional Fee Claims or Committee member expense reimbursements and any motions or actions seeking enforcement or implementation of the Plan or Confirmation Order.
• After the Confirmation Date, the Debtors shall have no obligation to provide reports otherwise required under orders entered in the cases; provided that the GUC Trustee shall timely file all required monthly operating reports and post-confirmation quarterly reports in a form prescribed by the U.S. Trustee until the cases are converted, dismissed, or closed.
• Prepetition governance: on September 17, 2025, the Debtors retained A&M to assist with liquidity management, operational planning, and evaluation of restructuring alternatives. Adam Titus, a Senior Director at A&M, was appointed interim Chief Financial Officer in January 2026 following the former CFO's resignation, and, after Ahmed Allouache was appointed Chief Financial Officer on March 21, 2026, was appointed Chief Restructuring Officer on April 3, 2026.
  • On March 24, 2026, the Board of Directors established a Special Committee consisting solely of Bill Transier, an independent director, to oversee the Debtors' restructuring efforts, address potential conflicts of interest, and coordinate among the Board, management, and the Debtors' legal, financial, and restructuring advisors.
  • The Special Committee's authority included reviewing, evaluating, negotiating, and approving potential restructuring transactions, including financings, asset sales, restructurings, liquidations, wind-downs, and chapter 11 proceedings; overseeing negotiations with all restructuring constituencies; recommending that the Board authorize the commencement of these cases; and supervising management's implementation of approved restructuring transactions. The Board retained exclusive authority to authorize the filing of the voluntary chapter 11 petitions.

Conditions Precedent to the Effective Date

• Under the Confirmation Order, the Effective Date shall occur on the date determined by the Debtors in accordance with the Plan on which all conditions precedent have been satisfied or waived; the Plan defines the Effective Date as the first Business Day after the later of the date all such conditions are satisfied or waived and the date on which no stay of the Confirmation Order is in effect. The conditions precedent are:
  • The final version of the Plan Supplement and all schedules, documents, and exhibits contained therein, including the GUC Trust Agreement, shall have been filed.
  • The Court shall have entered the Confirmation Order, and it shall be a Final Order in full force and effect with no stay or vacation then in effect.
  • All U.S. Trustee Fees shall have been paid in full.
  • All other actions, documents, and agreements necessary to implement and consummate the Plan shall have been effectuated or executed.
• The conditions may be waived in whole or in part with the prior written consent of the Debtors and the Committee, without notice to or approval of other parties in interest or the Court. Substantial consummation within the meaning of section 1101(2) shall be deemed to occur on the Effective Date.
• If Consummation does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or Disclosure Statement shall constitute a waiver or release of any Claims, prejudice any party's rights, or constitute an admission, acknowledgment, offer, or undertaking.
  • If the conditions are not satisfied or waived within ninety days after the Confirmation Date, the Confirmation Order shall be vacated, no Distributions shall be made, the Debtors and all Holders shall be restored to the status quo as of the day immediately preceding the Confirmation Date, all obligations with respect to Claims and Interests shall remain unaffected, and the Plan shall be deemed withdrawn.
• Within five Business Days after the Effective Date, the Debtors or the GUC Trustee shall file and serve notice of the entry of the Confirmation Order, the occurrence of the Effective Date, the Administrative Claims Bar Date, and the deadline for filing rejection damages Claims under the Plan; the Plan additionally requires the notice to include the Professional Fee Claims Bar Date and such other matters as the GUC Trustee deems appropriate or the Court may order. Such service constitutes good and sufficient notice thereof.

Modifications

• The Debtors may alter, amend, or modify the Plan or any exhibits or schedules under section 1127(a) at any time prior to the Confirmation Date. After the Confirmation Date but prior to substantial Consummation, any material or substantive alteration, amendment, or modification requires the prior written consent of the Committee or, after the Effective Date, the GUC Trustee.
  • Any Holder that has accepted the Plan shall be deemed to have accepted the Plan as altered, amended, or modified if the change does not materially and adversely change the treatment of such Holder's Claim, and the Court found that all Holders who voted to accept the Plan or who are conclusively presumed to have accepted it are deemed to have accepted the Plan as modified.
  • The Court found that modifications since the commencement of solicitation comply with section 1127 and Bankruptcy Rule 3019, do not adversely change the treatment of any non-accepting Holder, and do not require additional disclosure or re-solicitation; Holders in the Voting Class are not permitted to change their acceptances to rejections as a consequence of such modifications.
• The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Hearing.

Governmental Reservations

• Nothing in the Plan or Confirmation Order shall discharge, release, or enjoin any liability to a Governmental Unit that is not a Claim, any Claim of a Governmental Unit arising on or after the Confirmation Date, any valid police or regulatory obligation, or any liability of a non-Debtor to a Governmental Unit, and nothing affects any setoff or recoupment rights of a Governmental Unit.
• As to the United States, its agencies, and instrumentalities, nothing in the Plan Documents or Confirmation Order shall, among other things:
  • Discharge, release, exculpate, impair, or preclude any obligation or liability that is not a "claim" within the meaning of section 101(5); any Claim arising on or after the Confirmation Date; any liability under police or regulatory statutes or regulations as owner, lessor, lessee, or operator of property after the Effective Date; or any obligation, liability, or claim owed to the United States by any non-Debtor, including the Released Parties and Exculpated Parties, provided that the foregoing shall not diminish the scope of any exculpation under section 1125(e).
  • Enjoin or bar the United States from asserting or enforcing such obligations or liabilities outside the Bankruptcy Court, with the non-bankruptcy rights and defenses of all Entities likewise fully preserved.
  • Affect any right of setoff or recoupment of the United States against any Debtor or the GUC Trustee, with the rights and defenses of the Debtors or GUC Trustee fully preserved.
  • Confer exclusive jurisdiction upon the Bankruptcy Court except to the extent set forth in 28 U.S.C. § 1334.
  • Authorize the assumption, assignment, sale, or other transfer of any federal or state Governmental Interests — including grants, grant funds, grant-funded property, contracts, awards, intellectual property, patents, leases, licenses, permits, data, and records — without compliance with all terms of such Governmental Interests and applicable non-bankruptcy law, or be interpreted to set cure amounts or require the United States to novate, approve, or consent to any such transfer.
  • Constitute an approval or consent by the United States or any state; waive, alter, or limit the United States' or any state's property rights; be construed as a compromise or settlement of any liability, Claim, Cause of Action, or interest of the United States; modify the scope of section 525; limit or bar the pursuit of any police or regulatory action or any criminal action; or cause Rejection Damage Claims to be filed before the Governmental Bar Date or alter their priority and treatment.
• Separately, nothing in the Plan or the Confirmation Order effects a release of any claim by the United States Government, any of its agencies, or any state or local authority — including, without limitation, any claim arising under the Internal Revenue Code, the environmental laws, or any criminal laws — against any party or person; enjoins any such authority from bringing any claim, suit, action, or other proceeding against any party or person for any liability; or exculpates any party or person from any such liability.
• The United States does not opt in to the Third-Party Release and shall not be a Releasing Party. In the event of an inconsistency between the Plan Documents and the Confirmation Order, as to the United States the Confirmation Order and federal law shall control, and as to any state, the Confirmation Order and state law shall control.

Best Interests Test and Liquidation Analysis

• The Liquidation Analysis assumes conversion of each of the Debtors' cases to chapter 7 on or about August [14], 2026, which the Debtors treat as a reasonable proxy for the anticipated Effective Date, with a liquidation occurring over a two-to-four month period and the Chapter 7 Trustee marketing assets on an accelerated timeline and consummating sale transactions within one month of conversion.
  • Trustee fees are assumed at 3% of Gross Distribution Proceeds, and chapter 7 professional fees are estimated for two months in the low scenario and four months in the high scenario.
  • Solely for purposes of the analysis, AMCON's asserted lien claims are treated as secured claims in the amount of $1.9 million, with any remaining amounts treated as general unsecured deficiency claims; if the Debtors prevail, AMCON's claims would be reclassified in their entirety as general unsecured claims and the $1.9 million in the Covington Proceeds Escrow would be released to the estates and recovered at 100%.
  • No recoveries are assumed on approximately $9.1 million of intercompany receivables owed by non-Debtor affiliates as of May 31, 2026, as those affiliates are assumed to have insufficient assets to satisfy amounts owed after satisfying their own obligations. No recovery is attributed in either scenario to the Debtors' 50% interest in the Poland joint venture, AE Elemental SP Z.O.O. — described elsewhere in the Plan as an indirect interest held through non-Debtor Ascend Elements Poland SP Z.O.O. — whether through dividend, equity redemption, or otherwise; Bluegrass Infrastructure Partners Holdings LLC held an option to acquire that interest for no additional consideration that expired by its terms on July 10, 2026, and the Plan does not disclose whether the option was exercised.
• Net Distribution Proceeds available for distribution range from approximately $16.2 million to $16.7 million in the chapter 11 scenario and $15.7 million to $16.2 million in the chapter 7 scenario.
  • Class 3 consists of $149.6 million of General Unsecured Claims as of the Conversion Date, comprising $96.9 million of unsecured deficiency claims, $39.8 million of non-priority prepetition vendor claims, $12.6 million of 502(b)(6) lease rejection claims, and $0.3 million of unsecured employee claims and accrued employee PTO benefit plans.
  • Class 1 consists of $0.2 million of Allowed Other Priority Claims, including non-administrative accrued employee PTO obligations, and Class 2 consists of $1.9 million of Secured Claims related to AMCON's lien.
• Comparative recoveries: Classes 1 and 2 recover 100% under the Plan across the low, mid, and high scenarios, versus approximately 78% (low), 89% (mid), and 100% (high) in a chapter 7 liquidation; Class 3 recovers 0.0% to 0.4% under the Plan versus 0.0% in chapter 7. Classes 4, 5, and 6 recover nothing in either scenario.
• Estimated unclassified and priority claims as of the Conversion Date include approximately $40 thousand of Section 503(b)(9) Claims, $13.8 million of Professional Fee Claims (including accrued and unpaid monthly fees for Professionals through Confirmation), $0.1 million of Priority Tax Claims for state and franchise taxes, $0.3 million of U.S. Trustee Fees, and $0.2 million of other Administrative Claims for accrued and unpaid payroll and employee PTO obligations.
• The Liquidation Analysis excludes any recoveries from, and any litigation costs of, potential preference, fraudulent transfer, or other avoidance actions; assumes all unexpired leases and executory contracts are terminated on the Conversion Date, with rejection damages Claims estimated; and does not estimate the tax consequences that may be triggered by the liquidation and sale of assets, which could be material. It also assumes that recoveries from the sale of remaining assets and critical minerals inventory are consistent across the chapter 11 and chapter 7 scenarios, because the Debtors had received near-final bids expected to be consummated in advance of or concurrent with the Conversion Date, such that the accelerated timeline, loss of institutional knowledge, and forced nature of a chapter 7 liquidation would not materially reduce those recoveries.
• The Debtors believe that costs of a chapter 7 liquidation — including trustee compensation and the costs of counsel and other professionals retained by the trustee — would exceed the expenses incurred in implementing the Plan and winding up the Debtors' affairs, and that conversion would likely delay the liquidation process and ultimate Distribution to Holders of Allowed Claims. A chapter 7 case would also trigger a new bar date more than ninety days following conversion, raising the prospect of additional Claims not asserted in these cases, and the Estates would remain obligated to pay unpaid chapter 11 expenses allowed in the chapter 7 cases.
• The Court separately found the Plan feasible under section 1129(a)(11): the Plan provides for the orderly liquidation of the Debtors' remaining assets through the GUC Trust and the distribution of proceeds to Holders of Allowed Claims, and Confirmation is not likely to be followed by liquidation or the need for further financial reorganization not contemplated by the Plan. The Debtors project that the GUC Trust Assets will be sufficient for the Debtors and the GUC Trustee to fulfill their respective obligations under the Plan.

Risk Factors

• The Debtors identify certain risks to the Plan and its implementation, including:
  • Parties in interest may object to the Plan's classification of Claims and Interests, and there can be no assurance the Court will reach the same conclusion as the Debtors regarding compliance with the Bankruptcy Code.
  • The Effective Date is subject to a number of conditions precedent that, if not satisfied or waived, would prevent the Effective Date from occurring.
  • Distributions to Holders of Allowed Claims can be affected by a variety of contingencies, including whether the Court orders certain Allowed Claims to be subordinated, and the actual Allowed amounts of Claims may differ significantly from the estimates.
  • The releases, injunctions, and exculpations in Article XIII may be subject to objection by parties in interest and may not be approved.
  • If the Plan is not confirmed and consummated, there is no assurance that an alternative plan would be confirmed, that the cases would not be converted to chapter 7, or that any alternative would be on terms as favorable to creditors. Holders of Interests will receive no recovery under the Plan or in a chapter 7 liquidation, and in a chapter 7 liquidation there is a risk that little, if any, value would be available for distribution to Holders of Allowed Claims.

Voting and Solicitation

• The Voting Deadline was August 14, 2026 at 4:00 p.m. (prevailing Central Time), and the Combined Hearing on final approval of the Disclosure Statement and Confirmation of the Plan was held on August 17, 2026 at 1:00 p.m. (prevailing Central Time).
  • The Debtors provided at least twenty-eight days' notice of the Combined Hearing and at least twenty-eight days' notice of the objection deadline, each meeting or exceeding the minimum required under Bankruptcy Rule 2002(b).
  • The Court entered the Solicitation Procedures Order granting interim approval of the adequacy of the disclosures in the Combined Disclosure Statement and Plan, scheduling the Combined Hearing, and approving solicitation packages, procedures, and forms of ballots. The deadline to object to final approval of the Disclosure Statement and Confirmation of the Plan was August 14, 2026 at 4:00 p.m. (prevailing Central Time). All objections, responses, and reservations of rights not withdrawn, waived, resolved, or settled were overruled on the merits and denied. The Court further found that the Debtors and their professionals acted in good faith within the meaning of section 1125(e) and are entitled to its protections.
  • An Impaired Class of Claims accepts the Plan if accepted by Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class that timely and properly voted, with at least one voting Class, excluding insiders, required to accept.
  • As evidenced by the Voting Declaration, votes were solicited and tabulated fairly, in good faith, and consistent with the Bankruptcy Code, the Bankruptcy Rules, and the Solicitation Procedures Order.
• The United States Trustee conducted the meeting of creditors under section 341 on May 18, 2026. No trustee or examiner has been appointed.
• On April 26, 2026, the United States Trustee appointed the Official Committee of Unsecured Creditors, composed of representatives of AMCON Industrial, Endress + Hauser Inc., Foundation Steel LLC, H2O Innovation USA Inc., RMF Nooter, LLC, Suzhou Botree Cycling SCI and Tech Co. Ltd., and URT Umwelt-und Recyclingtechnik.

Miscellaneous Provisions

• Upon the Effective Date, the Plan and Confirmation Order bind the Debtors, the GUC Trust, the GUC Trustee, all Holders of Claims and Interests, and all other parties in interest, whether or not such Holder accepted the Plan, filed a Proof of Claim or Interest, or is Impaired.
• Entry of the Confirmation Order constitutes the Court's approval, under section 1123(b)(3)(A) and Bankruptcy Rule 9019, of a good faith compromise and settlement of all Claims, Interests, and controversies resolved under the Plan, and a finding that such settlement is fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and Holders of Claims and Interests. It further operates as a general resolution with prejudice, as of the Effective Date, of all pending legal proceedings, if any, against the Debtors and their assets and properties, and of any proceedings not yet instituted against them, except as otherwise provided in the Plan or the Confirmation Order.
• Except as expressly provided in the Plan or the Confirmation Order, all prior orders entered in the Chapter 11 Cases and all documents and agreements executed by the Debtors as authorized thereunder remain in full force and effect and are binding on, and inure to the benefit of, the GUC Trust and the GUC Trustee. The rights, benefits, and obligations of any Person named or referred to in the Plan or the Confirmation Order bind and inure to the benefit of that Person's successors and assigns.
• The Confirmation Order constitutes all approvals and consents required by the laws, rules, or regulations of any Governmental Unit with respect to implementation or consummation of the Plan and the Plan Documents, and each federal, state, and local governmental agency or department is directed to accept and record any documents and instruments necessary to effectuate the transactions contemplated thereby.
• Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 6006(d), and 7062, the Confirmation Order is effective and enforceable immediately upon entry, is a final order with the appeal period commencing upon entry, and the Debtors and the GUC Trustee are authorized to consummate the Plan immediately. If any provision is later reversed, modified, vacated, or stayed, such action shall not affect the validity or enforceability of any act or obligation incurred in reliance on the Confirmation Order prior to the effective date of such reversal, modification, vacatur, or stay.
• The provisions of the Plan and the Confirmation Order are nonseverable and mutually dependent. In the event of any inconsistency between the Plan and the Disclosure Statement, the Plan governs; between the Plan and any document, schedule, or exhibit contained in the Plan Supplement, the Plan governs unless the Confirmation Order or such document provides otherwise; and between the Plan and the Confirmation Order, the Confirmation Order governs. The Confirmation Order supersedes any prior inconsistent order solely to the extent of such inconsistency.
• The Court retains exclusive jurisdiction over the Chapter 11 Cases and all matters arising out of or related to the cases and the Plan pursuant to sections 105(a) and 1142 and 28 U.S.C. § 1334, to the fullest extent permitted by law, including to allow, disallow, estimate, subordinate, or determine the priority of Claims and Interests, resolve assumption, assignment, rejection, and Cure disputes, enforce the release, exculpation, and injunction provisions, hear GUC Trust Claims, and enter a final decree closing the cases. If the Court abstains from exercising, or declines to exercise, jurisdiction over any matter, the Plan's retention-of-jurisdiction provisions do not control, limit, or prohibit the exercise of jurisdiction by any other court of competent jurisdiction.
• Unless supplied by federal law or otherwise specifically stated, the laws of the State of Texas govern the rights, obligations, construction, and implementation of the Plan and related agreements, provided that corporate or limited liability company governance matters relating to the Debtors or the GUC Trust are governed by the laws of the relevant jurisdiction of incorporation or formation.
• Nothing contained in the Confirmation Order, the Plan Documents, the Declarations, or related documents constitutes a waiver by the Debtors, their Estates, or any successors in interest, including the GUC Trust, of any relevant privilege or rule, including the attorney-client privilege, the common-interest privilege, and the attorney work-product rule.