Poolin Technology PTE. Ltd - Chapter 11 Bidding Procedures Summary

Poolin obtained approval of bidding procedures to sell substantially all of their assets, designating Thor CALAP, LLC as the stalking horse bidder under separate asset purchase agreements covering the Tarbush and Pyote assets, ahead of a Sept. 8 bid deadline, a Sept. 10 auction, and a Sept. 18 sale hearing, with the order authorizing an expense reimbursement as the stalking horse's only bid protection.

Sale Order Summary

Parties Involved

Sellers: Lonestar Dream Inc. and Lonestar Taproot LLC, as debtors and debtors in possession. Poolin Technology Pte. Ltd., the third debtor, is not a seller party under either APA.
Purchasers, both affiliates of Hut 8 Corp.:
- Raptor Basin LLC, for the Tarbush sale.
- Mesquite Falcon LLC, for the Pyote sale.
Back-Up Bidders:
- Pecos Industrial Development, LLC, for Tarbush.
- Digipower X Inc., for Pyote.
The Debtors filed voluntary chapter 11 petitions on July 22, 2026 in the U.S. Bankruptcy Court for the District of New Jersey. The cases are jointly administered under Case No. 26-18325 (EJO) before the Honorable Eamonn J. O'Hagan.
Professionals:
- Archer & Greiner, P.C., counsel to the Debtors.
- Michael DuFrayne, CRO.
- Pachulski Stang Ziehl & Jones LLP, proposed counsel to the Official Committee of Unsecured Creditors.
On October 2, 2026, the Court entered the Sale Order [Docket No. 280]. The Sale Order:
- grants the Motion [Docket No. 30];
- approves both APAs and the Sale in all respects;
- approves the Purchasers as Winning Bidders and the Back-Up Bidders as Back-Up Bidders; and
- overrules on the merits all objections not withdrawn, waived, or otherwise resolved.

Sale Process

Bidding Procedures Order [Docket No. 138], entered August 17, 2026:
- Designated Thor CALAP, LLC as Stalking Horse Bidder under separate Tarbush and Pyote stalking horse APAs.
- Authorized an Expense Reimbursement for the Stalking Horse Bidder. The amount was not stated.
- Did not authorize a break-up fee.
Auction, held September 10, 2026 in consultation with the Committee:
- The Debtors received one or more timely Qualified Bids.
- The Debtors identified the Purchasers as Winning Bidders, displacing the Stalking Horse Bidder, and identified the Back-Up Bidders.
- The Amended Bid Procedures Order recites the auction date as August 10, 2026. The Sale Order states September 10, 2026.
Objections to the Sale were filed and raised on the record. After a hearing on September 29, 2026, the Court entered the Amended Bid Procedures Order [Docket No. 272] on September 30, 2026. That order:
- Deemed Hut 8 Corp., the Purchasers, and Thor Equities to be Qualified Bidders.
- Provided that a bid of CES Acquisitions and/or Pecos Industrial Development, LLC would be qualified upon full compliance with the Bidding Procedures.
- Set a supplemental bid deadline of October 1, 2026 at 12:00 p.m. (ET).
- Required competing bids to include APAs marked against the Purchaser APAs, on terms at least as favorable to the estates.
- Barred any party other than the Purchasers that failed to bid from bidding. Consistent with agreements placed on the record, any such party also waived its Sale objections with prejudice.
- Scheduled a further auction in open court for October 2, 2026 at 10:00 a.m. (ET), with the Sale Hearing to follow immediately.
- Held the Purchasers' bids binding and irrevocable through the conclusion of the Sale Hearing.
Hut 8 Bid Protections, authorized by the Amended Bid Procedures Order:
- A break-up fee of 3% of the $100.0 million aggregate cash purchase price under the two Purchaser APAs, or $3.0 million.
- An expense reimbursement of $250,000.
- Both were payable only if the Purchasers were not the ultimate Winning Bidder, and both were in addition to the Stalking Horse Expense Reimbursement.
- Because the Purchasers prevailed, neither became payable.
No party other than the Purchasers bid by the October 1 deadline. As a result, the October 2, 2026 auction did not proceed, and the Sale Hearing was held that day.
The Sale Order does not separately address payment of the Stalking Horse Expense Reimbursement to Thor CALAP, LLC.
The Court found that:
- the sale process was fair, open, transparent, and non-collusive;
- qualifying additional parties for the October 2 auction was a reasonable, good-faith exercise of business judgment; and
- the results of the process are the best evidence of value.

Structure of the Sale and Aggregate Consideration

The Sale Order approves two separate APAs, each dated as of September 21, 2026. They are approved substantially in the forms attached as Exhibits A and B to the Debtors' letter to the Court dated October 1, 2026 [Docket No. 276].
- The Tarbush APA, with Raptor Basin LLC.
- The Pyote APA, with Mesquite Falcon LLC.
The prior APAs between the Sellers and the Purchasers are rescinded and superseded. These were attached to the Supplemental Declaration of Michael DuFrayne Regarding Auction Result [Docket No. 240, as amended at Docket No. 247].
Aggregate Winning Bid of up to $180.0 million, consisting of:
- $100.0 million paid at the closings: $74.0 million for Tarbush and $26.0 million for Pyote.
- Milestone Payments of up to $80.0 million: $59.2 million for Tarbush and $20.8 million for Pyote.
The Court found that the Sale Order, the APAs, and the transactions are inextricably linked and collectively constitute a single, integrated transaction.
Each sale is conditioned on the other:
- The Pyote APA requires the Tarbush closing to occur substantially contemporaneously.
- The Tarbush APA requires that the sale order approving the Pyote APA be entered and remain in effect.
The APA terms below are drawn from the Purchaser APAs attached as Exhibits A (Pyote) and B (Tarbush) to the Amended Bid Procedures Order. The purchase price figures match the Sale Order. The final forms at Docket No. 276 were not reviewed.
The APAs may be modified in writing without further Court order if the change has no material adverse effect on the estates. Notice must be given to any statutory committee and the U.S. Trustee.

DBR Stipulation Modification

The Sale Order modifies the DBR Stipulation and Agreed Order with DBR Land LLC [Docket No. 190]. The modification permits limited extensions of the closing date beyond November 30, 2026, including the nine-month period in paragraph 4 of the stipulation, and of the Settlement Payment deadline.
Extension schedule:
- To December 31, 2026: $400,000 by November 30, 2026, made up of a $100,000 deposit on the Settlement Payment and a $300,000 extension fee.
- To January 31, 2027: an additional $400,000 by December 31, 2026, made up of a $100,000 deposit and a $300,000 extension fee.
- To March 15, 2027: an additional $550,000 by January 31, 2027, made up of a $100,000 deposit and a $450,000 extension fee.
- The remainder of the Settlement Payment, less deposits received, is payable at Closing.
All other provisions of the DBR Stipulation remain in effect. The Settlement Payment amount is not stated in the Sale Order.

Use of Proceeds

At or after Closing, upon notice to the Committee, the Debtors are authorized and directed to pay the following from Sale proceeds. Each payment is limited to the extent necessary to deliver free and clear title.
- Reasonable and documented sale costs, including brokerage, escrow, title, and recording charges.
- Permitted Liens and other valid, perfected, and unavoidable liens.
- The DBR Settlement Payment.
All other Claims and Interests attach to net proceeds with the same validity and priority.
No other proceeds may be distributed absent further Court order upon notice to the Committee. The exception is distributions under an Approved Budget, which must be prepared by the Debtors, provided to the U.S. Trustee, and approved in writing by the Committee.
The Sale Order does not dictate distribution among creditor classes.
All claims and causes of action of the estates, including chapter 5 avoidance actions, are retained by the estates.

Sale Free and Clear; Purchaser Protections

Upon Closing, the Purchased Assets and Assigned Contracts transfer free and clear of all Claims and Interests other than Permitted Liens and Assumed Liabilities.
- Claims and Interests attach to the proceeds, subject to compliance with the DBR Stipulation.
- Non-objecting holders are deemed to consent under section 363(f)(2).
The Court found that:
- the Purchasers are good-faith purchasers under section 363(m);
- no grounds exist for avoidance or damages under section 363(n);
- the Purchasers are not insiders or affiliates of the Debtors;
- the sale is not a sub rosa plan; and
- the consideration is fair and reasonably equivalent value.
The Purchasers bear no successor, transferee, de facto merger, or continuity-of-enterprise liability, including for pre-closing taxes or employee benefit obligations. All persons are permanently enjoined from asserting Claims and Interests against the Purchasers or the Purchased Assets.
Durability of the order:
- The Sale Order survives plan confirmation, conversion, or dismissal.
- The APAs are not subject to rejection or avoidance.
- The Bankruptcy Rule 6004(h) and 6006(d) stays are waived, and the parties may close immediately.
Licenses and permits:
- To the extent available under applicable law, the Purchasers may operate under the Debtors' licenses and permits pending transfer or reissuance.
- To the extent provided by section 525, governmental units may not revoke them on account of the cases or the Sale.
After Closing, the Purchasers must give the Debtors or any estate representative reasonable access to transferred books and records for estate administration and wind-down, subject to a non-disclosure agreement.

Assumption and Assignment

Subject to closing, the Debtors are authorized to assume and assign to the Purchasers the Assigned Contracts listed on Exhibit A to the Sale Order.
The Cure Amounts on the Assumption and Assignment Notices are the sole amounts required to cure defaults. Counterparties are barred from asserting additional amounts after the Assumption Objection Deadline.
The Purchasers may designate contracts as Assigned Contracts or Excluded Contracts by written notice before Closing, without further order.
A contract with an unresolved cure dispute may be assumed and assigned once the undisputed portion is paid. The disputed portion is to be paid pending resolution, if required.
Anti-assignment and change-of-control provisions are unenforceable. No rent acceleration, assignment fees, or similar charges may be imposed.
Within five business days after Closing, the Debtors must file a Final Assumption Notice listing the Assigned Contracts.

Disclosed Litigation (APA Exhibit E, both APAs)

Gao v. Pan et al., Cause No. D-1-GN-24-003302 (98th District Court, Travis County, Texas)
Saturn Data LLC v. Lonestar Dream et al., Case No. 493-08827-2025 (493rd District Court, Collin County, Texas)
DBR Land LLC v. Lonestar Taproot LLC and Lonestar Dream Inc., Case No. P-13332-112-CV (112th District Court, Pecos County, Texas)
SIAC Arbitration No. 532 of 2025: Liang, Lin v. Poolin Technology Pte. Ltd.
SIAC Arbitration No. 245 of 2022: Li Bei v. Poolin Technology Pte. Ltd.

Tarbush Sale

Parties

Sellers: Lonestar Dream Inc. and Lonestar Taproot LLC.
Buyer: Raptor Basin LLC, an affiliate of Hut 8 Corp.
Back-Up Bidder: Pecos Industrial Development, LLC, at $100.5 million.
- The Back-Up Bid is a Qualified Bid. It must remain open until the earlier of the Tarbush closing and the date specified in Article II of the Back-Up Bidder's APA.
- If Raptor Basin fails to close by that date, the Debtors may close with Pecos Industrial Development without further order. Pecos Industrial Development would receive the same Sale Order protections.
Brokers disclosed by Sellers: DuFrayne LLC, and Manning Land and Manning Mineral LLC.

Assets Being Sold

Equipment and other assets located at the Tarbush Property, 4143 US Hwy 285, Fort Stockton, Texas (Pecos County).
- The Sellers occupy the property.
- The Sellers used it for crypto mining and hosting operations through July 10, 2026.
Exhibit A assets include:
- a Jiangsu Huapeng 193MVA transformer, plus 2.5MVA and 500 kVA transformers;
- the Tarbush substation;
- Bitmain Antbox units;
- electrical systems;
- a water well and tanks;
- construction-in-progress materials; and
- vehicles.
Also included:
- the Power Rights associated with the Tarbush Property;
- assumed contracts;
- insurance claims;
- transferable permits; and
- copies of related documents.
Assumed contracts (Exhibit B):
- the Master Services Agreement with Tejas Extreme Logistics, dated effective January 30, 2026;
- the FiberLight dedicated internet access orders; and
- the Option Assignment Agreement dated June 11, 2026 (as amended July 1, 2026) between the Sellers and Manning Minerals, LLC.
Pecos Tarbush Land Lease ("Pecos Tarbush Land Lease 20 Years," asset number R001):
- The Sale Order provides that the lease is not estate property and is not an executory contract or lease capable of assumption or assignment.
- The stated reason is that the lease was terminated before entry of the Sale Order under the DBR Stipulation.
- The lease is treated as an Excluded Asset, and no transfer of it is authorized.
Excluded Assets:
- cash and digital currency;
- prepaid expenses and deposits, including Regional Electricity Provider deposits;
- accounts receivable;
- the fixed assets on the "LDI_LDT Excluded Asset List 12/31/2025";
- claims and causes of action, including avoidance actions;
- pre-closing tax refunds;
- corporate and accounting books and records; and
- all assets not purchased.
Assumed Liabilities are limited to Cure Costs on assumed contracts. Exhibit D lists none. The Buyer may remove assumed contracts or liabilities before Closing.

Purchase Price and Deposit

Purchase Price of up to $133.2 million:
- a $74.0 million Closing Purchase Price; and
- a $59.2 million Milestone Payment.
Good Faith Deposit: $7.8 million, equal to 10.5% of the Closing Purchase Price, crediting $1,981,625 previously deposited.
- Payable within five days of signing.
- Held in an interest-bearing escrow account by Sellers' counsel.
- Credited against the Closing Purchase Price at Closing.
Deposit treatment:
- The deposit is not property of the estate.
- It is refundable with interest, except on termination by the Sellers for the Buyer's default. In that case it is forfeited to the estate as liquidated damages.
Taxes and allocation:
- The Buyer pays sales tax.
- Transfer taxes are borne by the party required by law.
- The Buyer determines the purchase price allocation within 180 days after Closing.

Milestone Payment

The $59.2 million Milestone Payment is triggered when the Buyer or any of its Affiliates does either of the following:
- enters into a Data Center Lease; or
- transfers the Adjacent Property and associated Power Rights to a third party that acquires them expressly to construct or operate a Data Center (a "Qualifying Transfer").
Any other transfer does not trigger payment.
Key definitions:
- "Data Center" covers high-performance computing, AI, machine learning, cloud, hosting, or colocation facilities. It excludes facilities operated primarily for cryptocurrency or digital asset mining.
- A qualifying Data Center Lease covers a Data Center to be built on the Adjacent Property, the Pyote Property, or any other property, powered by the Power Rights conveyed under the Tarbush APA.
The payment is reduced only by damages determined in a pre-trigger Final Order of the Bankruptcy Court finding Seller gross negligence, fraud, or willful misconduct. The Buyer may hold back only the amount claimed in good faith in a Bankruptcy Court proceeding commenced before the trigger date.
Buyer obligations:
- Use commercially reasonable efforts to enter into a Data Center Lease within six months of Closing.
- Provide quarterly progress reports and allow inspections of the Adjacent Property.
- Give notice within five business days of satisfaction of the trigger, and pay within five business days after that notice.
- Not structure transactions primarily to avoid the payment.
Security:
- At Closing, the Buyer executes a conditional deed of trust on the Adjacent Property, held in escrow by the title company and recordable on nonpayment.
- A deed of trust is also required on the Tarbush Property if the Buyer or an Affiliate acquires or leases it before the Data Center Lease Date.
The Sale Order approves the Milestone Payment as integral to the transaction. It makes Raptor Basin's payment obligations binding on its successors and assigns and on any transferee of the Adjacent Property or the Power Rights. The Court retains jurisdiction to enforce.

Closing

Scheduled Closing Date and Outside Date: December 15, 2026.
The Sellers may extend Closing by written notice, with cumulative price reductions:
- to January 14, 2027, reducing the Closing Purchase Price by $175,000;
- to February 13, 2027, reducing it by a further $350,000; and
- to March 15, 2027, reducing it by a further $500,000.
No extension beyond March 15, 2027 is permitted absent written agreement.

Buyer Closing Conditions

Adjacent Property: The purchase of the Adjacent Property must close substantially concurrently. The parcels are Reeves County Parcel ID No. 0014468 and Pecos County Parcel ID No. 00049-08031-00100-000000.
- At the Buyer's election, the purchase may be effected by assignment of the Option Assignment Agreement.
- In that case, the Buyer must receive confirmations that the Option Assignment Agreement and the underlying Amended and Restated Option Agreement are in full force. The underlying agreement is between Jeff Lindsay and Manning Minerals, LLC, dated July 28, 2026 and effective July 1, 2026.
- The Buyer must also receive an estoppel certificate from the optioner.
Power Rights approvals: The Buyer must receive approvals to:
- transfer the Power Rights of 176MW, with potential future increase up to 300MW; and
- construct and energize the substation and related infrastructure on the Adjacent Property, including any Texas-New Mexico Power facilities extension agreement.
Power confirmation:
- Written confirmation from ERCOT and Texas-New Mexico Power, following the Batch Zero eligibility verification process, that the project load limit is 176MW as of the Closing Date.
- A future ramp of up to 300MW by December 31, 2029, if permitted, without posting financial security for system upgrades.
Other conditions:
- The sale order approving the Pyote APA has been entered and remains in effect.
- No Material Adverse Effect has occurred, including on the Buyer's intended data center use of the Adjacent Property.
- All required governmental and third-party consents have been obtained.
The Buyer bears all costs of electrical and data center infrastructure needed to use increased power. These are not Seller liabilities or purchase price offsets.
The Sellers make no representation regarding future ERCOT, TNMP, or utility requirements for expansion beyond 176MW.
The Buyer waives title objections on the Adjacent Property based on mineral rights.

Termination

The Due Diligence Expiration Date was 10:00 a.m., September 10, 2026. Before that date, the Buyer could terminate for unsatisfactory diligence.
The Buyer may terminate if any of the following occurs:
- the cases are dismissed or converted;
- a trustee or examiner with expanded powers is appointed;
- the Sellers withdraw the sale motion; or
- a material casualty or condemnation occurs.
Either party may terminate if Closing has not occurred by the Outside Date, unless the failure was caused by that party.
Seller representations and warranties do not survive Closing. The assets are otherwise sold "as is, where is."
The APA is governed by New York law, with exclusive Bankruptcy Court jurisdiction.
Section XI.14 references a "first amended asset purchase agreement" at Exhibit H. Its content is not legible in the filing.

Pyote Sale