Float Alaska - Chapter 11 Plan Terms

Plan Terms

Overview

• On Aug. 18, the Debtors — FLOAT Alaska LLC, Corvus Alaska Holdings Inc., FLOAT Alaska Holdings LLC, FLOAT Alaska IP LLC, New Pacific Airlines, Inc. (“NPA”), FlyCoin, Inc., and FLOAT Shuttle Inc. — filed a second amended combined Disclosure Statement and Chapter 11 Plan providing for the reorganization of Debtor NPA and the liquidation of the Debtors’ assets remaining after the sales of substantially all of their assets, with the proceeds of the remaining assets to be distributed to holders of allowed claims.
  • The Debtors are a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code.
  • The Plan is a joint chapter 11 plan for each Debtor, non-severable and mutually dependent on the Plan for each other Debtor, except to the extent the Debtors elect to sever one or more Debtors.
  • The Debtors commenced their chapter 11 cases on Jan. 26, 2026, which are jointly administered for procedural purposes only. The U.S. Trustee appointed the Committee on Feb. 11, 2026; its members are Intelsat Inflight LLC and Regent Aerospace Corp.
  • The Effective Date shall be no later than Aug. 20, 2026.
• The Plan’s principal components are:
  • Transfer of the Reorganization Assets to plan sponsor New NPA Holdings, LLC (the “Plan Sponsor”), which is not an insider of any Debtor under section 101(31) of the Bankruptcy Code, in exchange for the Plan Sponsor Contribution, which is payable to the DIP lender rather than to the estates.
  • Establishment of a Liquidating Trust to hold and monetize the Debtors’ remaining assets, resolve claims and make distributions.
  • Issuance of an Exit Note to Jones Holding LLC, the Debtors’ prepetition lender and DIP lender, secured by a first priority lien on the Liquidating Trust Assets.

Prepetition Capital Structure

• Before the petition date, NPA was party to a Secured Promissory Note dated Dec. 27, 2024 in favor of Jones Holding LLC (the “Prepetition Lender”), and FLOAT was party to a Secured Promissory Note dated Sept. 29, 2025 in favor of the Prepetition Lender, as supplemented by letter agreements dated Oct. 31, 2025, Nov. 19, 2025, Dec. 12, 2025, and Jan. 13, 2026 regarding additional discretionary loans (collectively, the “Jones Loan Documents,” and the loans thereunder, the “Jones Prepetition Loans”).
  • As of the petition date, the Debtors were indebted under the Jones Loan Documents in an aggregate principal amount of no less than $11,327,786.69.
• Debtors NPA and FLOAT Holdings, as borrowers, FLOAT, as guarantor, and NFS Capital, LLC (“NFS”), as lender, were parties to a Term Loan Agreement effective as of May 16, 2025 and related loan documents (the “NFS Credit Documents”).
  • Prior to the chapter 11 cases, NFS irrevocably assigned all of its rights and obligations under the NFS Credit Documents to the Prepetition Lender pursuant to an Assignment and Assumption Agreement dated Jan. 23, 2026.
  • In connection with the assignment, NFS, the Prepetition Lender, certain affiliates and Debtors FLOAT, FLOAT Holdings and NPA entered into the NFS Side Letter Agreement dated Jan. 23, 2026, under which the parties agreed that obligations under the NFS Credit Documents equaled $18,334,644.26 as of Jan. 21, 2026.
• As of May 1, 2026, the Debtors estimate unsecured claims against the estates total between $76 million and $98 million, comprising trade claims and unsecured convertible note holders, including approximately $51 million in Jones Prepetition Unsecured Claims.

Sale Transactions

• The Debtors filed the chapter 11 cases to sell substantially all of their assets free and clear of liabilities under section 363. As of the petition date, the Debtors’ assets consisted primarily of (a) three Boeing 757 aircraft (two aircraft with engines and one airframe), (b) various aircraft spare parts and equipment, (c) the FAA Certificate and DOT Certificate, both issued to NPA, (d) the np.com domain name and (e) ownership interests in Aleutian Airways LLC.
• The Debtors filed the sale motion on Jan. 28, 2026; the court entered the bidding procedures order on Feb. 25, 2026, and the Debtors held an auction on March 20, 2026. The successful bidders and purchase prices announced at the conclusion of the auction were:
  • Elevate Aviation Group, LLC — Aircraft N627NP (Serial No. 27808) and accompanying engines, for $4 million, and Aircraft N628NP (Serial No. 27809) and accompanying engines, for $7 million.
    • To resolve a dispute over whether certain assets were included among the assets purchased, the Debtors, after consultation with the Consultation Parties, agreed to a purchase price reduction of $25,000 for the sale of Aircraft N627NP.
  • AMTRA Aero Component Solutions, LLC — Aircraft N629NP (Serial No. 27810), for $1.1 million.
  • Wexford Capital, LP — aircraft spare parts, for $1 million.
  • Owners Jet, LLC — equity interests in NPA, for $3.1 million.
  • Jones Holding LLC — equity interests in Aleutian Airways LLC held by FLOAT and NPA, for a credit bid of $7,179,866.20.
    • The credit bid has been reduced, upon agreement of the Debtors, Jones Holding LLC and the Committee, to $5,771,407, inclusive of (a) $3,973,930.92 in secured obligations arising from the Jones Prepetition Loans and (b) $1,797,476.08 in Roll Up Loans.
    • The difference between the original and reduced credit bid, which makes up a portion of the Jones Deficiency Claim, shall be excluded when determining pro rata distributions to holders of allowed general unsecured claims in Class 6 and shall not be repaid until payment in full of all allowed Class 6 claims.
• In accordance with the sale orders, the Debtors will apply the net cash proceeds of the sales as follows:
  • Net cash proceeds from the sale of the aircraft spare parts to Wexford Capital, LP shall be applied first to satisfy the outstanding DIP term loans and, second, to the Roll Up Loans.
  • $4,907,500 of the cash proceeds from the sales of the aircraft and accompanying engines and airframe will be applied to reduce outstanding obligations under the Aircraft Prepetition Loans.
  • $7 million of the cash proceeds will be held by the Debtors in a segregated account constituting the Prepetition Lender’s cash collateral, and will not be used by the Debtors or the estates without further court order.
• Following the sales of the Debtors’ physical assets, the Debtors have focused on liquidating the remaining assets and maximizing value for the Reorganization Assets. The Debtors’ remaining assets are the cash proceeds from the sales, causes of action, the domain name and the FlyCoin token platform, in addition to the Reorganization Assets.

Reorganization Transaction

• Through the postpetition sale process, Owners Jet was designated the successful bidder for the equity in NPA, the Debtor that holds the Reorganization Assets — collectively, (i) the DOT Certificate, (ii) the FAA Certificate (to the maximum extent permitted by applicable law) and (iii) the Manuals and Materials. Confirmation of the Plan will effectuate the transfer of the Reorganization Assets to the Plan Sponsor.
• On the Effective Date, the Reorganization Assets shall vest in Reorganized NPA free and clear of all liens, claims, encumbrances and other interests of holders of claims and interests, and Reorganized NPA shall be deemed fully bound by the terms of the Plan and the confirmation order.
• All existing equity interests, other than FLOAT’s equity interests in non-debtor FLOAT Alaska Real Estate LLC (“FARE”), shall be cancelled on the Effective Date, and the New Equity Interests in NPA shall be issued to the Plan Sponsor or another entity at the Plan Sponsor’s sole discretion. The New Equity Interests when issued will be duly authorized, validly issued and, if applicable, fully paid and nonassessable.
• Before, on and after the Effective Date, the Debtors or Reorganized NPA shall take all actions necessary or appropriate to effectuate the reorganization of NPA, including:
  • Execution and delivery of appropriate agreements or documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution or liquidation on terms consistent with the Plan.
  • Execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any Reorganization Assets.
  • Filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion or dissolution under applicable state law.
  • Such other transactions required, or that the applicable parties, including the Plan Sponsor, determine to be necessary or appropriate, to effectuate the reorganization.
• NPA shall continue to exist after the Effective Date as a separate corporation with all the powers of a corporation under Delaware law and its existing organizational documents, except as amended by the Plan or otherwise. The identity of any directors, officers or managers of Reorganized NPA, and the transaction and corporate documents necessary to consummate the Reorganization Transaction, will be disclosed in the Plan Supplement.
• The Debtors can make no assurances that the Reorganization Transaction will close; the Plan Sponsor’s delay in or failure to consummate the proposed transaction may delay consummation of the Plan or result in a plan of reorganization or liquidation that differs materially from the Plan.
  • To the extent regulatory or governmental approvals are required, the Debtors make no assurances that such approvals will be obtained. Failure to obtain required approvals may delay consummation of the Plan, result in a materially different plan of reorganization or liquidation, and/or cause a loss of value of the Reorganization Assets.

Plan Sponsor Contribution

• The Plan Sponsor Contribution consists of penny warrants to acquire stock in the Plan Sponsor’s owner valued at $3 million, based on a per share value of $19.28 per share — the share price used for the last external equity raise, which closed in 2022.
• On or before the Effective Date, the Plan Sponsor shall provide the Plan Sponsor Contribution to the DIP Lender in exchange for 100% of the New Equity Interests of Reorganized NPA, and Reorganized NPA will receive a discharge of all claims against it on the Effective Date, except as expressly stated otherwise in the Plan, the Plan Documents or the confirmation order.
• Other than the Plan Sponsor Contribution, the Plan Sponsor shall not be required to make, and shall not make, any other payments or contributions to the Debtors or any other party, and shall not be responsible to pay any allowed claims or interests in the Debtors, including any distributions required on account of allowed claims under the Plan.
• The Debtors’ remaining assets and the Plan Sponsor Contribution will be distributed to holders of allowed claims in accordance with the Plan.
• The Debtors assert that the absolute priority rule is not implicated, as the existing equity interests will be canceled and, in the case of NPA, reissued to a third party in exchange for new value, such that holders of existing equity interests are not receiving or retaining any value on account of those interests.

DIP Financing

• In the weeks leading up to the petition date, the Debtors, through Sherwood Partners, Inc., solicited offers for and negotiated a DIP financing facility, including inquiries to the Prepetition Lender.
  • In November 2025, the Debtors appointed Thomas Allison as an independent director and as the sole member of a special committee of the Debtors’ boards (the “Special Committee”) with exclusive authority over any matters regarding transactions with insiders, including any debtor-in-possession financing or sale of assets involving an insider. The Debtors retained Sherwood Partners, Inc. on Dec. 1, 2025 to provide financial advisory services; despite its efforts, the Debtors received no actionable proposals for an out-of-court transaction or a stalking horse bid.
  • With the exception of the Prepetition Lender, none of the potential lenders expressed interest in participating in a DIP facility. Many of the parties contacted reported that they were unwilling to extend financing due to a number of factors, including the company’s capital structure, insufficient unencumbered assets to provide as collateral, and perceived current challenges in the aviation industry.
  • In response to the only formal DIP proposal received, the Debtors engaged in good faith, arm’s-length negotiations with the Prepetition Lender. The Special Committee subsequently reviewed the proposed facility with the Debtors’ advisors and approved the Debtors’ entry into the DIP facility.
• Under the DIP Credit Agreement, dated as of Feb. 3, 2026, by and among the Debtors and Jones Holding LLC as DIP lender, the Debtors have access to a term loan facility of up to $3,230,000 (the “DIP Term Loan”), with a dollar-for-dollar roll up of the debt under the Prepetition Lender Loan Documents (the “Roll-Up Loans”). The DIP loans were secured by superpriority liens on substantially all of the Debtors’ assets.
• The Committee objected to final approval of the DIP Credit Agreement on a number of grounds. As a result, certain modifications were made to the proposed DIP order, which the court entered on Feb. 25, 2026.
• As of the Effective Date, the DIP claims shall be allowed and deemed allowed in the full amount outstanding under the DIP Credit Agreement. Except to the extent the DIP lender agrees to less favorable treatment, the DIP lender shall receive cash equal to the unpaid portion of the allowed DIP claim on the Effective Date or as soon as reasonably practicable thereafter.
  • Upon indefeasible payment or satisfaction in full of the allowed DIP claims, all liens and security interests granted to secure such obligations shall be automatically terminated on the Effective Date without further notice, action, order or court approval.
• Unfunded DIP Term Loans — the amount of DIP term loans added to the Revised DIP Budget that remain unfunded as of the Effective Date — shall not exceed $170,000. The Revised DIP Budget, as agreed to by the DIP lender, was to be filed with the court on or before May 13, 2026, includes, among other things, the expected amount of Unfunded DIP Term Loans, and constitutes the Approved DIP Budget as defined in the DIP order.

Committee DIP Resolution

• In connection with the resolution of the Committee’s DIP objection, the DIP lender, the Debtors and the Committee agreed to, among other things, the following terms:
  • The new money portion of the DIP facility increased by $100,000 (the “Additional DIP Funding”), available to the estates to fund, without duplication, either the Committee’s professional fees or other administrative costs, as determined by the Committee in consultation with the Debtors and in accordance with the Bankruptcy Code.
  • The Committee’s professional fees set forth in the budget increased by $25,000.
  • The domain name is excluded from the DIP collateral, with net proceeds of any sale allocated (i) first, to repay the Additional DIP Funding to the DIP lender; (ii) second, up to $1.1 million of remaining net proceeds to the estates, provided that the Jones Prepetition Unsecured Claims shall not share in any recovery of the first $1.1 million; and (iii) third, any net proceeds in excess of $1.1 million pro rata among holders of allowed claims in accordance with the Bankruptcy Code, including the Jones Prepetition Unsecured Claims.
  • All Chapter 5 causes of action are excluded from the DIP collateral and preserved for the benefit of the estates. Proceeds of Chapter 5 causes of action constitute DIP collateral, but the DIP lender’s recovery rights are limited such that (i) the first $300,000 in proceeds shall be distributed to the estates, with neither the DIP lender nor holders of Jones Prepetition Unsecured Claims entitled to recover against such proceeds; (ii) proceeds in excess of $300,000 shall be used to satisfy unpaid DIP claims, including Roll Up Loans, but the DIP lender must look to such proceeds as the last form of collateral; and (iii) any remaining proceeds after satisfaction of DIP claims shall be distributed to the estates, provided that holders of Jones Prepetition Unsecured Claims shall not share in such proceeds if there has not been a successful Challenge, the Committee expressly waives its Challenge rights, or the Challenge Period has expired without a Challenge commenced by the Committee.
  • If a chapter 11 plan is confirmed and a liquidating trust is established, and the Committee has not commenced a Challenge, the Committee shall have sole authority to select the Liquidating Trustee.
  • The Debtors and their estates shall have no obligation under the DIP documents to pay any fees or expenses of the DIP lender’s professionals incurred on or after the petition date; such fees and expenses shall be obligations solely of non-debtor affiliate FARE, which guaranteed the Debtors’ obligations under the DIP Credit Agreement.
• Under the Second Amended Plan, the Debtors, the DIP lender and the Committee have agreed to modify the Committee DIP Resolution to, among other things, permit the use of sale proceeds constituting the DIP lender’s cash collateral to fund certain administrative expenses that exceeded the amounts set forth in the Approved Budget under the DIP order, by making the Unfunded DIP Term Loans available to the Debtors with such cash collateral.
• The Committee DIP Resolution with respect to the sale of the domain name, as set forth in paragraph 43(b) of the DIP order, is further supplemented as follows:
  • If the Exit Note remains outstanding at the time the sale of the domain name closes, the $1.1 million threshold in paragraph 43(b)(ii) of the DIP order shall be reduced dollar for dollar by the total amount of outstanding obligations under the Exit Note. If no obligations are outstanding under the Exit Note at closing, the threshold shall remain at $1.1 million.
  • The Liquidating Trustee shall not consummate any sale of the domain name that would result in net sale proceeds of less than $300,000 without the prior written approval of the DIP lender.

Adversary Proceeding

• On April 13, 2026, Bischoff Aerospace, Inc. and Associated Energy Group, LLC — two of the Mechanics Lienholders — commenced an adversary proceeding against Jones Holding LLC and Josh Jones, Adv. Proc. No. 26-50235 (CTG).
  • The complaint asserts a single count for equitable subordination of Jones Holding LLC’s claims against the estates to those of Bischoff and AEG.
  • The deadline to answer or otherwise respond to the complaint was May 28, 2026.

Exit Note

• In exchange for the use of the DIP lender’s and Prepetition Lender’s collateral to pay certain administrative expenses of the estates in excess of the initial DIP Term Loan commitment under the Approved Budget, Jones Holding LLC will receive an Exit Note to be issued by the Liquidating Trust on the Effective Date in a principal amount equal to the sum of (a) the Unfunded DIP Term Loans plus (b) the Plan Claim Reserve amount.
• The Exit Note shall accrue interest at 10% per annum, payable in kind, capitalized and added to the outstanding principal balance on a monthly basis. The Exit Note and related documentation shall be filed with the court as part of the Plan Supplement, in a form reasonably acceptable to the DIP lender, the Debtors and the Committee.
• Obligations under the Exit Note shall be secured by a first priority security interest in the Liquidating Trust Assets and their proceeds, other than the Trust Administration Reserve, fully perfected upon entry of the confirmation order.
  • Proceeds of any sale, disposition or liquidation of Liquidating Trust Assets (other than the Trust Administration Reserve) shall first be applied to satisfy all outstanding Exit Note obligations before any payments or distributions are made to any other party, including the Committee’s professionals, the Liquidating Trust beneficiaries, the Liquidating Trustee or any professionals employed by the Liquidating Trustee.
  • Once all disputed administrative claims, other priority claims and priority tax claims have been resolved, any remaining cash in the Plan Claim Reserve shall be remitted to Jones Holding LLC to repay the Exit Note obligations.
  • The aggregate fee claims of the Committee’s professionals incurred as of the Effective Date for the budgeted period may not exceed the amount set forth in the Revised DIP Budget for Committee professional fees. Any Committee fees incurred before the Effective Date in excess of the budgeted amount shall be deferred and satisfied from the proceeds of the Liquidating Trust Assets, subject to the Exit Note’s priority; no other fee claims may be paid from those proceeds.

Liquidating Trust

• On the Effective Date, a Liquidating Trust will be established, and the Debtors’ assets other than the Reorganization Assets and certain surrendered assets identified in the Plan will vest in the Liquidating Trust free and clear of all liens, claims and interests other than those granted under the Exit Note. Upon transfer, the Debtors shall have no further duties or responsibilities in connection with implementation of the Plan.
• The Liquidating Trust Assets comprise (i) the Trust Administration Reserve, (ii) all causes of action other than those expressly waived or released under the Plan and excluding the Atlantic Aviation Action, (iii) the domain name, (iv) any intellectual property assets of the Debtors as of the Effective Date, (v) any tax refunds or other refunds that are not DIP collateral or prepetition collateral, and (vi) any other remaining assets of the Debtors as of the Effective Date.
• The Liquidating Trust will be established under the Liquidating Trust Agreement — to be filed with the Plan Supplement in form and substance reasonably acceptable to the Debtors, the Committee and the DIP lender — to administer post-Effective Date responsibilities of the Debtors and the Wind-Down Estates, including:
  • Being vested with, and liquidating, the Liquidating Trust Assets, and making distributions to holders of allowed claims.
  • Resolving all disputed claims and effectuating the claims reconciliation process.
  • Prosecuting, settling and resolving causes of action that are Liquidating Trust Assets, and recovering assets on behalf of the trust through enforcement, resolution, settlement or collection.
  • Winding down the affairs of the Debtors, including terminating the corporate or organizational existence of each Debtor, and performing all actions and executing all documents necessary to effectuate the purpose of the trust.
• The Wind-Down Estates are the estates of FLOAT Alaska LLC, Corvus Alaska Holdings Inc., FLOAT Alaska Holdings LLC, FLOAT Alaska IP LLC, FlyCoin, Inc. and FLOAT Shuttle Inc. Liquidating Trust beneficiaries are holders of allowed claims to the extent entitled to a distribution under the Plan, provided that holders of convenience claims will not be beneficiaries.
• All distributions to holders of (i) allowed mechanics lienholder claims and general unsecured claims and (ii) administrative claims, priority tax claims, other secured claims, other priority claims and Jones Holding secured claims that are not allowed as of the Effective Date but subsequently allowed shall be made from the Liquidating Trust.
• The Liquidating Trust shall have an initial term of three years, which the Liquidating Trustee is authorized to extend for additional one-year extensions as permitted under applicable law if warranted by the facts and circumstances. The trust may terminate earlier if the Liquidating Trustee has administered all Liquidating Trust Assets and performed all other duties required under the Plan and the Liquidating Trust Agreement.
• On the Effective Date, the Committee shall be dissolved and its members released and discharged from all further authority, duties and obligations, and the retention or employment of its professionals shall terminate, except for purposes of filing, prosecuting and responding to final fee applications and any appeal of the confirmation order.

Liquidating Trustee

• The initial Liquidating Trustee shall be selected by the Committee, subject to the DIP lender’s consent (not to be unreasonably withheld), approved in the confirmation order and effective as of the Effective Date. The identity of the initial Liquidating Trustee will be disclosed in the Plan Supplement, and successor trustees shall be appointed as set forth in the Liquidating Trust Agreement.
  • The Liquidating Trustee shall have no duties until the Effective Date and, on and after the Effective Date, shall be a fiduciary of each of the Wind-Down Estates.
• On the Effective Date, each of the Debtors’ members, directors, officers and other authorized persons shall be deemed to have resigned without the need for any corporate action, approval or filing and, unless subject to a separate agreement with the Liquidating Trustee or the Plan Sponsor, shall have no continuing obligations to the Debtors. The Liquidating Trustee shall thereafter have sole and exclusive corporate authority over the Wind-Down Estates.
• The Liquidating Trustee will pursue or settle causes of action and liquidate any remaining assets in his, her or its discretion, administer and object to or settle claims against the Debtors, as appropriate, and make distributions to holders of allowed claims.
• From and after the Effective Date, Liquidating Trust expenses shall be paid from the Liquidating Trust Assets in the ordinary course of business in accordance with the Plan and the Liquidating Trust Agreement.
• The Liquidating Trustee shall provide the DIP lender (i) copies of any bona fide offers received for the domain name and any other material updates, promptly following receipt or notice thereof, and (ii) quarterly reports regarding the marketing, disposition and sale of Liquidating Trust Assets, to be delivered within 30 days after the end of each calendar quarter and to include a summary of marketing activities for any sales or dispositions consummated during the quarter and proceeds received.

FARE Equity Surrender and Prepetition Lender Claim Recovery

• Non-debtor FARE is the wholly owned subsidiary of Debtor FLOAT and a guarantor under the DIP Credit Agreement. FARE owns a hangar and adjacent building in Anchorage, Alaska, and is negotiating the sale of that real property; there is currently no anticipated closing date, and net proceeds from any sale will first be used to pay FARE’s creditors, including Jones Holding LLC as FARE’s secured lender.
  • FLOAT’s equity in FARE is prepetition collateral under a Pledge Agreement between FLOAT and Jones Holding LLC dated Sept. 29, 2025. On the Effective Date, FLOAT’s equity interests in FARE shall be surrendered to the DIP lender in partial satisfaction of the Prepetition Lender’s allowed Jones Holding secured claim, any adequate protection claim arising under the DIP order, and any claim arising under section 507(b), up to an amount equal to the net sale proceeds of any sale of the underlying real property owned by FARE.
  • The DIP lender shall provide the Committee — and, after the Effective Date, the Liquidating Trustee — (i) copies of any bona fide offers received for the real property and any other material updates, promptly following receipt or notice thereof, (ii) any other information reasonably requested related to the marketing or sale of the real property, and (iii) an accounting of the proceeds of the sale(s) of FARE’s real property as soon as reasonably practicable after the sale closing.
• The Prepetition Lender Claim Recovery consists of:
  • Cash in the amount of the remaining sales proceeds held by the Debtors as of the Effective Date, including any non-refundable deposits or escrowed funds received from Owners Jet, LLC or Kamboj Ventures Inc., after, without duplication, (i) payment of the DIP claims and convenience claims and (ii) funding of the Plan Claim Reserve and the Professional Fee Escrow Amount, in accordance with the Plan and the Revised DIP Budget.
  • The Plan Sponsor Contribution.
  • All other cash proceeds derived from the sale, liquidation or disposition of any other prepetition collateral, whether occurring before or after the Effective Date.
  • The surrender of FLOAT’s equity interests in FARE to the DIP lender on the Effective Date.
  • To the extent any prepetition collateral (other than the FARE equity interests) remains unliquidated after the confirmation date, the Debtors will, at the request of the holder of the Jones Holding secured claim, surrender such unliquidated collateral to the Prepetition Lender prior to or on the Effective Date. The Prepetition Lender shall notify the Committee or Liquidating Trustee of any prepetition collateral surrendered.

Reserves

• On the Effective Date and prior to making any distributions, the Liquidating Trustee shall establish:
  • The Trust Administration Reserve, funded in the amount of $100,000, for payment of (i) costs and expenses of the Liquidating Trust and (ii) expenses to wind down the Debtors’ estates.
  • The Plan Claim Reserve, funded in the amount of $25,000 from the remaining sales proceeds held by the Debtors as of the Effective Date, for payment of disputed administrative claims, priority tax claims and other priority claims that become allowed. The reserve may be held in the same account as the Trust Administration Reserve and, in the Liquidating Trustee’s discretion, increased as needed, provided that any amount in excess of $25,000 shall be funded by proceeds of the Liquidating Trust Assets or the Trust Administration Reserve.
    • The Liquidating Trustee may utilize the Plan Claim Reserve to pay other expenses of the Liquidating Trust only with the DIP lender’s express written consent.
• Before making any distributions from the General Unsecured Claim Trust, the Liquidating Trustee shall establish a reserve for disputed general unsecured claims, funded with cash from the General Unsecured Claim Trust as deemed necessary to provide pro rata distributions to holders of allowed general unsecured claims if the disputed claims become allowed.
• As soon as reasonably practicable after the confirmation date and no later than the Effective Date, the Debtors shall fund the Professional Fee Escrow Account with cash equal to the Professional Fee Escrow Amount — the total amount of professional fees and expenses estimated pursuant to section 8.1(ii) of the Plan, which shall be consistent with an agreed-upon budget between the Debtors and the DIP lender — funded in accordance with the Revised DIP Budget.

Classification and Treatment of Claims

• All claims and interests, other than administrative claims, fee claims, DIP claims and priority tax claims, are placed in classes; in accordance with section 1123(a)(1), those four categories are unclassified.
• Class 1 (Other Priority Claims) and Class 2 (Other Secured Claims) are unimpaired and deemed to accept the Plan. Class 1 claims are estimated at $0 and Class 2 claims at $700, each with a 100% recovery.
  • On the later of the Effective Date and 10 business days after such claim becomes allowed, each holder of an allowed Class 2 claim will receive, absent agreement to different treatment, (a) cash equal to the allowed amount, (b) reinstatement, (c) other treatment sufficient to render the claim unimpaired, or (d) return of the applicable collateral.
• Class 3 (Jones Holding Secured Claim) is impaired and entitled to vote. Estimated allowed claims of $29,300,681, with an estimated 76% recovery.
  • On the Effective Date, the Jones Holding secured claims shall be deemed allowed in an amount up to the Prepetition Lender Secured Obligations, as defined in the DIP order, to the extent of the value of the prepetition collateral. Except to the extent the Prepetition Lender agrees to less favorable treatment, it shall receive payment of the Prepetition Lender Claim Recovery in full and final satisfaction of its allowed Class 3 claim.
  • The Jones Deficiency Claim shall receive the same treatment as allowed general unsecured claims in Class 6, subject to the Committee DIP Resolution.
• Class 4 (Mechanics Lienholder Claims) is impaired and entitled to vote. Estimated allowed claims of $2.8 million, with an estimated 1.1% to 11.2% recovery.
  • Except to the extent a holder agrees to less favorable treatment, on the later of the Effective Date and 10 business days after such claim becomes allowed, each holder shall receive (i) cash equal to the allowed secured amount of its claim and (ii) its pro rata share of 100% of the General Unsecured Claim Trust Interests on account of the allowed unsecured amount.
  • Each mechanics lienholder claim secured by a lien on collateral different from that securing a different mechanics lienholder claim shall be treated as being in a separate sub-class for voting and distribution purposes.
  • The Mechanics Lienholders are AeroDesign Services, LLC, Associated Energy Group, LLC, Bischoff Aerospace, Inc., STE San Antonio Aerospace, Inc., Xtreme Aviation LLC and any other party that recorded a mechanics’ lien against estate property as of the petition date.
  • The Debtors believe each Mechanics Lienholder in fact holds only a general unsecured claim, and accordingly would recover its pro rata share of 100% of the General Unsecured Claim Trust Interests. The Debtors or the Liquidating Trustee will object to any mechanics lienholder claim to the extent it asserts a secured claim.
• Class 5 (Convenience Claims) is impaired and entitled to vote. Estimated allowed claims of $130,000, with a 15% recovery.
  • Each holder of an allowed convenience claim will receive cash equal to 15% of such claim on the Effective Date or as soon as reasonably practicable thereafter, in lieu of any treatment as a Class 6 holder.
  • Class 5 initially consists of all general unsecured claims totaling $5,000 or less. Any unsecured creditor with a general unsecured claim above $5,000 electing convenience claim treatment — which reduces the claim to $5,000 by agreement on or before the voting deadline — must affirmatively do so on its Class 6 ballot.
• Class 6 (General Unsecured Claims) is impaired and entitled to vote. Estimated allowed claims of $76 million to $98 million, with an estimated 1.1% to 11.2% recovery.
  • Except to the extent a holder agrees to less favorable treatment, each holder shall receive, subject to the Committee DIP Resolution, its pro rata share of 100% of the General Unsecured Claim Trust Interests — the non-transferrable interests in the General Unsecured Claim Trust, a sub-trust of the Liquidating Trust established for holders of allowed general unsecured claims and allowed mechanics lienholder claims to the extent unsecured.
  • The estimated recovery excludes recovery of the Jones Prepetition Unsecured Claims — the unsecured claims of Jones Holding LLC, Josh Jones or his family trusts, or any of their affiliates other than the Debtors, including any Jones Deficiency Claim — which the Debtors project will recover between 0% and 3%.
• Class 7 (Subordinated Claims), Class 8 (Equity Interests) and Classes 9A and 9B (Intercompany Claims and Interests) are impaired but, because they will neither receive nor retain any property under the Plan, are deemed to reject the Plan and are not entitled to vote.
  • Holders of Class 7 subordinated claims and Class 8 equity interests shall receive no distribution; all existing equity interests shall be deemed canceled, extinguished and discharged on the Effective Date.
  • Class 9A intercompany claims are estimated at $70 million with a 0% recovery. On or after the Effective Date, all allowed intercompany claims and interests shall be adjusted, continued, settled, reinstated, discharged or eliminated, in each case to the extent determined appropriate by the Debtors or the Liquidating Trustee.

Executory Contracts

• Except as set forth in section 12.3 of the Plan, all of the Debtors’ executory contracts and unexpired leases will be deemed rejected as of the Effective Date, other than any contract or lease that (a) the Debtors previously assumed, assumed and assigned or rejected, or (b) for which, prior to the Effective Date, the Debtors filed a motion to assume, assume and assign, or reject on which the court has not ruled.
• Unless otherwise specified in the Plan or Plan Supplement, and subject to payment of any applicable cure amounts, all executory contracts relating to the Reorganization Assets that have not expired by their own terms on or prior to the confirmation date shall be deemed assumed on the Effective Date, other than any contract that (a) the Debtors previously assumed, assumed and assigned or rejected, or (b) for which, prior to the Effective Date, the Debtors filed a motion to assume or assume and assign on which the court has not ruled.
  • Each executory contract assumed shall vest in, and be fully enforceable by, Reorganized NPA in accordance with its terms, except as modified by the Plan, any court order authorizing assumption, or applicable law.
• Any claim arising from rejection shall be classified in Class 6, provided that such claim may be forever barred and unenforceable against the Debtors, the Wind-Down Estates, the Liquidating Trust, the Liquidating Trustee or their successors or properties unless a proof of claim is filed and served on the Liquidating Trustee within 30 days after the date of notice of entry of the order rejecting the contract or lease, which may include the confirmation order.

Releases

• “Released Parties” include, each in its capacity as such: (a) the Debtors and Reorganized NPA; (b) the current managers, directors, officers, authorized persons and members of management of the Debtors, for conduct occurring on and after the petition date; (c) the Plan Sponsor; (d) the DIP lender; (e) the Prepetition Lender; (f) the Committee and its members, solely in their capacity as such; and (g) the related parties of each of the foregoing.
• “Releasing Parties” include (a) the Released Parties; (b) all holders of claims and interests deemed to either accept or reject the Plan who return a form affirmatively opting in to the third-party releases; (c) all holders of claims entitled to vote that return a ballot and do not check the opt-out box; and (d) any related persons of the foregoing, to the extent the releasing party has the capacity or authority under nonbankruptcy law to grant the release on their behalf.
• On the Effective Date, the Debtors and their estates shall release the Released Parties from all claims, causes of action, obligations, suits, judgments, damages, debts, rights, remedies and liabilities of any nature, whether known or unknown, based in whole or in part on any act, omission, transaction, event or circumstance taking place on or prior to the Effective Date, including prior to the petition date, in connection with or related to the Debtors, including:
  • The chapter 11 cases; the combined Plan and Disclosure Statement; the subject matter of, or the transaction or events giving rise to, any claim or equity interest treated in the Plan; the business or contractual arrangements between the Debtors and any Released Party.
  • The negotiation, formulation or preparation of the combined Plan and Disclosure Statement, the Plan Supplement or related documents.
  • The sales or their related transaction documents, and the negotiation, formulation or preparation thereof.
  • The confirmation or consummation of the Plan or the solicitation of votes on the Plan.
• On the Effective Date, each of the Releasing Parties shall grant the Released Parties a release on substantially the same terms with respect to claims such Releasing Party would have been legally entitled to assert, whether individually or collectively.
• The foregoing releases shall not extend to acts constituting willful misconduct, bad faith or gross negligence.
• The Debtors caution that there can be no assurance that the releases provided in Article XI of the Plan will be granted; failure of the court to grant such relief may result in a plan that differs from the Plan or the Plan not being confirmed.

Exculpation and Injunctions

• “Exculpated Parties” means (a) the Debtors, (b) each of the Debtors’ current officers and directors, and former officers and directors who served in such capacity during any portion of the chapter 11 cases following the petition date, (c) the Committee and each of its current members, (d) the Professionals, and (e) the related persons of each of the foregoing, each in their capacity as such and solely to the extent they are, or are acting, as agents for estate fiduciaries at any time between the petition date and the Effective Date.
  • The Exculpated Parties shall not have or incur any liability to any entity for any act taken or omitted from the petition date through the Effective Date in connection with the formulation, negotiation, preparation, dissemination, implementation or administration of the Plan, the Solicitation Materials, the Disclosure Statement or related documents, or in contemplation of the reorganization or liquidation of the Debtors, the chapter 11 cases, or the confirmation or consummation of the Plan, or any distributions made under the Plan, except for acts constituting willful misconduct, bad faith or gross negligence; the Exculpated Parties are entitled to rely on advice of counsel as to their duties under the Plan.
  • The exculpation does not release the Exculpated Parties from anything beyond the acts expressly identified, does not limit the ability of the Debtors or the Liquidating Trustee to object to an Exculpated Party’s claim on any other basis, and does not limit their ability to object to or defend against any administrative claim of an Exculpated Party for substantial contribution.
• On and after the Effective Date, the rights afforded in the Plan and the treatment of all claims and interests shall be in exchange for and in complete satisfaction, discharge and release of all claims and interests of any nature against NPA, Reorganized NPA or any of their assets, property or estate, including any interest accrued from and after the petition date, and NPA’s and Reorganized NPA’s liability shall be extinguished completely, including any liability of the kind specified under section 502(g).
  • The Plan shall bind all holders of claims and interests regardless of whether they failed to vote or voted to reject, and all entities shall be precluded from asserting against NPA, Reorganized NPA, their estates, the Liquidating Trust, the Liquidating Trustee, their successors and assigns and their assets any other claims or interests based on any act, omission, transaction or activity occurring prior to the Effective Date.
  • The discharge shall not apply to the ability of holders of allowed claims to recover from the Liquidating Trust on account of such claims and/or interests in accordance with the Plan and the Liquidating Trust Agreement.
• As of the Effective Date, all persons holding or alleging a claim, interest or other debt or liability against NPA that is satisfied, released and discharged under the Plan are permanently enjoined from taking the following actions against NPA, Reorganized NPA, the Liquidating Trust, the Liquidating Trustee and their respective subsidiaries or property on account of such discharged claims: (i) commencing or continuing any action or proceeding; (ii) enforcing, attaching, collecting or recovering any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment against any debt, liability or obligation due to NPA or Reorganized NPA; or (v) commencing or continuing any action or proceeding that does not comply with or is inconsistent with the Plan.
• No entity holding a claim against or equity interest in the Debtors may receive any payment from, or seek recourse against, any assets to be distributed under the Plan other than assets required to be distributed to that entity under the Plan. From and after the Effective Date, holders of claims against or equity interests in the Debtors are likewise enjoined from commencing or continuing any action, enforcing any judgment, creating or enforcing any lien, asserting setoff not timely preserved in a filed proof of claim or pleading, or otherwise proceeding against the Wind-Down Estates, the Liquidating Trust, the Liquidating Trustee, their successors and assigns and their assets — provided that they may still exercise rights consistent with the Plan and the confirmation order, including the right to appeal the confirmation order.
• Persons and entities that have provided a release or are subject to the exculpation provision are enjoined and precluded, from and after the Effective Date, from taking the same categories of action against any Released Party or Exculpated Party to whom a release was given.
• Upon entry of the confirmation order, all holders of claims and interests, and other parties in interest, along with their related parties, shall be enjoined from taking any actions to interfere with the implementation or substantial consummation of the Plan by the Debtors, the Liquidating Trust, the Liquidating Trustee and their respective related parties.
• Any and all indemnification obligations of the Debtors arising under contract, organizational documents or applicable law shall be rejected as of the Effective Date, to the extent executory, and with respect to NPA discharged, provided that (i) all rights of the Debtors, their current officers and directors, the estates, Reorganized NPA and the Liquidating Trustee in and to any of the Debtors’ insurance policies are expressly reserved, and (ii) nothing in the Plan shall modify any indemnification obligations arising under a court order concerning the retention or employment of a professional.
• Nothing in the Plan diminishes or impairs the enforceability of any insurance policies or related agreements that may cover claims and causes of action against the Debtors, their current or former officers, directors and managers, or any other entity, or limits any insured from obtaining coverage thereunder, subject to other court orders and to the policies’ own terms, conditions, limitations, exclusions and endorsements.

Conditions Precedent

• The Plan provides for certain conditions that must be satisfied or waived prior to confirmation and certain other conditions that must be satisfied or waived prior to the Effective Date. Conditions to confirmation include:
  • Entry of a final order finding that the Disclosure Statement contains adequate information under section 1125.
  • Entry of a confirmation order reasonably acceptable to the Debtors, the DIP lender, the Committee and the Plan Sponsor, containing approval of all provisions, terms and conditions of the Plan.
• Conditions to the Effective Date, each of which must be satisfied or waived in writing, include:
  • Entry of a confirmation order providing that the Debtors, the DIP lender and the Liquidating Trustee are authorized to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Plan.
  • The confirmation order, the Plan and all exhibits shall be, in form and substance, reasonably acceptable to the Debtors, the Committee, the DIP lender and the Plan Sponsor, and shall have been executed and delivered by all parties signatory thereto.
  • Execution of the Reorganization Transaction documents by the Debtors and the Plan Sponsor; execution of the Liquidating Trust Agreement; issuance of the Exit Note and any necessary ancillary documents; funding of the Additional DIP Funding into the trust; and the Plan Sponsor’s provision of the Plan Sponsor Contribution.
  • Completion of all other actions, documents and agreements necessary to implement the Plan.
  • The Debtors shall have filed a notice of Effective Date.
• The Debtors may modify the Plan at any time prior to entry of the confirmation order, provided the Plan as modified and the related disclosure statement meet applicable Bankruptcy Code requirements; any amendment or modification regarding the Plan Sponsor Contribution requires the Plan Sponsor’s consent in its reasonable discretion.

Plan Support and Voting

• Only holders of claims in Classes 3, 4, 5 and 6 are entitled to vote on the Plan, because they are impaired and will receive or retain property or an interest in property under the Plan; Classes 7, 8, 9A and 9B are also impaired but are deemed to reject because they receive nothing.
  • For the Plan to be accepted by an impaired class, a majority in number and two-thirds in dollar amount of the claims voting in such class must vote to accept, and at least one voting class, excluding the votes of insiders, must vote to accept.
  • Because holders of claims and interests in Classes 7, 8, 9A and 9B are deemed to reject, the Debtors will seek confirmation by satisfying the cramdown requirements of section 1129(b).
• The Debtors believe the Plan is in the best interest of all holders of claims and interests and urge all holders of impaired claims to vote to accept the Plan and to evidence such acceptance by returning their ballots in accordance with the accompanying instructions. Holders are also directed to indicate on their ballots, if applicable, whether they elect to opt out of the releases contained in section 11.8 of the Plan.

Key Dates and Milestones

• The court entered the Interim Approval and Procedures Order on May 14, 2026, conditionally approving the combined Disclosure Statement and Plan for solicitation purposes only and authorizing the Debtors to solicit votes.
• Voting record date: May 11, 2026.
• General bar date: April 6, 2026, at 11:59 p.m. ET, for all non-governmental prepetition claims, including secured, 503(b)(9), priority and non-priority unsecured claims. The general bar date is also the deadline for filing requests for payment of 503(b)(9) claims.
• First administrative claim bar date: April 6, 2026, at 11:59 p.m. ET, for administrative claims arising between the petition date and March 9, 2026, excluding professional fees and expenses.
• Governmental bar date: July 27, 2026.
• Plan Supplement filing deadline: not less than seven calendar days before the voting deadline. The supplement may contain, among other things, (a) the identity of, and compensation for, the Liquidating Trustee, (b) the Liquidating Trust Agreement, (c) transaction and/or corporate documents necessary to implement the reorganization of NPA, (d) the Exit Note and any ancillary documents, and (e) any other schedules, lists or documents that supplement or clarify aspects of the Plan.
• Voting deadline and plan objection deadline: June 8, 2026, at 4 p.m. ET.
• Confirmation hearing: June 18, 2026, at 10 a.m. ET, to consider final approval of the combined Disclosure Statement and Plan as providing adequate information under section 1125 and confirmation of the Plan under section 1129.
• Final administrative claim bar date: 30 days after the Effective Date, for administrative claims other than fee claims arising on or after March 10, 2026 through the Effective Date.
• Fee claim deadline: 30 days after the Effective Date. A fee application not filed within that period is deemed waived and the holder forever barred from payment.
• Claims objection deadline: 180 days after the Effective Date, or such later date as ordered by the court, provided that the Liquidating Trustee may seek extensions.