Poolin Technology PTE. Ltd - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Debtors: Poolin Technology Pte. Ltd. (a Singapore private limited company) and its affiliated debtors Lonestar Dream Inc. and Lonestar Taproot LLC, as debtors-in-possession in chapter 11 cases in the District of New Jersey.
• Sellers under the APAs: Lonestar Dream Inc. and Lonestar Taproot LLC (Poolin Technology is not a party to the APAs).
• Purchaser: Thor CALAP LLC, for itself and any designees, as Stalking Horse Bidder
• The Stalking Horse Bidder does not share common ownership with, and is not otherwise affiliated with, the Debtors or their officers and directors.
• The Stalking Horse APAs were negotiated in good faith and at arm's length, and the parties are represented by separate and independent counsel.

Marketing and Sale Process

• Before ceasing operations on July 10, 2026, the Debtors conducted crypto-mining and large-scale mining-equipment hosting (using air, hydro, and proprietary immersion cooling) at two Texas mining facilities — the leased Tarbush Facility and the owned Pyote Facility. They commenced the chapter 11 cases on July 22, 2026, to pursue a sale of all or substantially all of their assets.
• Beginning in March 2026, DuFrayne LLC conducted a sale process lasting more than three months that included:
  • Preparing an introductory teaser and confidential information memorandum and populating a confidential data room;
  • Contacting more than 330 strategic, financial, and hybrid parties, with an emphasis on participants in the AI/HPC data center, crypto mining, data center infrastructure, REIT, and private equity sectors; and
  • Coordinating management presentations, responses to buyer inquiries, and negotiations concerning letters of intent.
• After evaluating multiple offers, the Debtors determined that Thor CALAP submitted the highest or otherwise best offers for the assets.
• The Debtors and Thor CALAP executed letters of intent on July 13, 2026, effective July 10, 2026, and entered into separate Tarbush and Pyote APAs on July 22, 2026.
• Although the two APAs collectively contemplate the sale of substantially all of the Debtors’ assets, each APA constitutes a separate and independent transaction that will proceed under its own terms.
• The Debtors will continue marketing the assets and soliciting competing offers through the Bid Deadline and may sell assets to multiple Qualified Bidders in separate lots or link Qualified Bids together.

Assets Being Sold

• Tarbush Assets generally include:
  • Personal property, equipment, and other assets identified in the Tarbush APA;
  • Power rights associated with the Tarbush Property;
  • Designated executory contracts and personal-property and commercial-real-property leases;
  • Insurance claims relating to the purchased assets;
  • Transferable governmental permits, authorizations, and approvals relating to the purchased assets; and
  • Copies of documents relating to the purchased assets.
• Pyote Assets generally include:
  • The Debtors’ owned real property in Ward County, Texas, and the personal property, equipment, and other assets identified in the Pyote APA;
  • Power rights associated with the Pyote Property;
  • Designated executory contracts and personal-property and commercial-real-property leases;
  • Insurance claims relating to the purchased assets;
  • Transferable governmental permits, authorizations, and approvals relating to the purchased assets; and
  • Copies of documents relating to the purchased assets.
• The Pyote APA excludes the Amended Surface Use Agreement identified in the First Day Declaration.
• Each APA also excludes the assets and interests identified on its respective Excluded Assets schedule.
• Thor may remove an Assumed Contract from the applicable APA’s schedule at any time before closing.

Stalking Horse Bid and Purchase Price

• The Stalking Horse Bid comprises two separate transactions:
  • Tarbush APA: $37 million, plus the assumed liabilities provided under the APA.
  • Pyote APA: $15 million for the Pyote Assets, excluding the Amended Surface Use Agreement.
• The balance of each purchase price is payable at closing.
• The Stalking Horse Bidder is automatically deemed a Qualified Bidder, and each Stalking Horse Bid, including any increase submitted at an auction, is automatically deemed a Qualified Bid.

Stalking Horse Deposits

• Thor is required to fund the following deposits within five days after execution of the applicable APA:
  • Tarbush APA: $1.85 million, equal to 5% of the $37 million purchase price.
  • Pyote APA: $750,000, equal to 5% of the $15 million purchase price.
• Each deposit will be held in an interest-bearing escrow account by the Sellers’ counsel and, if the applicable sale closes, will be credited against the purchase price together with accrued interest.
• The deposits generally are refundable with interest, except that a deposit will be forfeited as liquidated damages if the applicable APA is terminated by the Sellers because Thor defaults and fails to consummate the closing.

Bid Protections

• Each Stalking Horse APA provides Thor with:
  • A break-up fee equal to 3% of the cash and non-cash consideration payable under the applicable APA; and
  • Reimbursement of reasonable and documented out-of-pocket expenses, capped at $250,000 under the Tarbush APA and $150,000 under the Pyote APA (which the motion characterizes as approximately 1% of the cash portion of each APA).
• According to the motion, the protections are triggered if the Debtors enter into an Alternative Transaction or terminate the applicable APA for a reason other than Thor’s breach, or if the APA is otherwise terminated in accordance with its terms while Thor is not in default.
• The protections are subject to Bankruptcy Court approval, survive termination of the applicable APA, and are entitled to administrative-expense status under sections 503(b) and 507(a)(2) of the Bankruptcy Code.
• The protections are payable from the proceeds of, and as a condition to closing, the applicable Competing Transaction.
• No bidder other than Thor may receive a break-up fee, expense reimbursement, topping fee, termination fee, or similar payment. By submitting a bid, each competing bidder waives any related substantial-contribution or expense-reimbursement claim.

Due Diligence and Bidder Qualification

• Potential Bidders that execute an acceptable confidentiality agreement will receive access to the Debtors’ confidential electronic data room and may request reasonable additional diligence through the Bid Deadline.
• Preliminary Bid Documents must include:
  • An executed confidentiality agreement;
  • Evidence of sufficient cash or noncontingent debt or equity commitments to consummate the proposed transaction; and
  • Disclosure of any joint-bid arrangement, including the identity of each participating party and the nature of the arrangement.
• Thor is not required to submit Preliminary Bid Documents.
• Potential Bidders must acknowledge that they had an opportunity to conduct all diligence and relied solely on their independent review and investigation when submitting a bid.
• Thor has until Aug. 9, 2026, to complete its diligence under the APAs and may terminate an APA before that deadline if, in its sole and absolute discretion, its diligence results are unsatisfactory or unacceptable for any reason or no reason.

Bid Requirements

• To qualify for consideration and participate in an auction, a competing bid must, among other requirements:
  • Identify the assets to be acquired and state whether the bid is conditioned on acquiring all identified assets or constitutes separate bids for specified asset groups.
  • Include a binding, definitive, and fully executed APA substantially similar to the applicable Stalking Horse APA, together with a comparison against that APA.
  • Specify all cash and non-cash consideration, assumed liabilities, and Executory Contracts proposed to be assumed and assigned.
  • Contain terms more favorable to the Debtors than the applicable Stalking Horse APA and provide no break-up fee, expense reimbursement, or other bid protection.
  • Include a 5% Good Faith Deposit.
  • Contain no financing, internal-approval, due-diligence, governmental-approval, regulatory-approval, or other third-party-approval contingency.
  • Include evidence of required internal authorizations and the bidder’s ability to consummate the transaction upon entry of the Sale Order.
  • Provide adequate-assurance information regarding the bidder’s ability to perform obligations under any Executory Contracts included in the bid.
  • Certify that the bidder has not engaged, and will not engage, in collusion concerning the bids, auction, or sale.
  • Waive any substantial-contribution claim arising from submission of the bid or participation in an auction.
  • Acknowledge that the bidder will serve as the Back-Up Bidder if selected.
  • Permit the Debtors to pursue all available damages for the bidder’s breach or failure to perform under its APA.
• A Qualified Bid must be binding, unconditional, and irrevocable for the period prescribed by the Bidding Procedures.

Overbid

• A competing bid must constitute a Topping Bid providing consideration at closing equal to or exceeding:
  • The applicable Stalking Horse Bid;
  • The applicable Expense Reimbursement; and
  • An initial overbid increment of $500,000 for the Tarbush Assets or $250,000 for the Pyote Assets.
• Bidding at an auction will begin with the Baseline Bid. Each subsequent Overbid must exceed the Baseline Bid or preceding Overbid by at least the applicable Minimum Increment.
• The Debtors may increase or reduce the Minimum Increment during an auction.
• Thor may use the amount of its Bid Protections as a credit when determining whether a higher Thor bid exceeds the preceding bid by the required increment.

Good Faith Deposit

• Each competing bid must include a Good Faith Deposit equal to 5% of its cash consideration, payable by wire transfer or certified check.
• If a bid is increased at or before an auction, the Debtors may require the bidder to increase its deposit to 5% of the increased aggregate purchase price no later than one business day after the auction concludes.
• Deposits of unsuccessful bidders, other than the Back-Up Bidder, will be returned within five business days after entry of an order approving the sale to the Winning Bidder.
• The Winning Bidder’s deposit will be credited against the purchase price. A Winning Bidder or Back-Up Bidder that fails to consummate the applicable sale will forfeit its deposit as liquidated damages, in addition to any other rights or remedies available to the Debtors under the applicable APA.
• The Back-Up Bidder’s deposit will be returned within five business days after its bid is no longer required to remain open and irrevocable.

Bid Evaluation

• The Debtors will evaluate Qualified Bids based on factors they consider pertinent in their reasonable business judgment, including:
  • The amount of the bid;
  • The risks and timing associated with consummation;
  • Excluded assets and proposed Assumed Contracts;
  • The number, type, and nature of changes to the Stalking Horse APAs;
  • The net benefit to the estates;
  • Tax consequences; and
  • Any other relevant factors.
• Before entry of an order approving a Winning Bid, the Debtors may reject any bid other than the Stalking Horse Bid that they determine is inadequate, noncompliant, contrary to stakeholder interests, unlikely to obtain stakeholder support, or inconsistent with their fiduciary duties.

Auction Details

• An auction will be held if the Debtors receive more than one Qualified Bid for a particular asset or group of assets. If no competing Qualified Bid is received for an asset, the Debtors may cancel the auction for that asset and designate the applicable Stalking Horse Bid as the Winning Bid.
• The auction, if required, will begin Sept. 10, 2026, at 10 a.m. EST at the offices of Archer & Greiner P.C. in Voorhees, New Jersey, virtually, or at another location designated by the Debtors.
• Only the Debtors, the U.S. Trustee, any appointed committee, Qualified Bidders, and their respective representatives and professionals may participate unless the Debtors determine otherwise.
• After each Overbid, the Debtors will inform Qualified Bidders of the preceding bid’s terms and identify the bid or bids they view as highest or otherwise best.
• The auction will be conducted openly and documented, recorded, or videotaped. Bids submitted after the auction closes will not be considered.
• The Debtors may adjourn, cancel, or modify the auction procedures, including the auction’s time, place, attendance, and format, consistent with their fiduciary duties.

Winning and Back-Up Bids

• The auction will continue until the Debtors determine that one Qualified Bid for all assets, or multiple non-overlapping bids for subsets of assets, constitutes the highest or otherwise best bid and that further bidding is unlikely to produce a higher or better result.
• The Debtors will designate the next highest or otherwise best Qualified Bid as the Back-Up Bid.
• If a Winning Bidder cannot or refuses to consummate its sale because of a breach or failure to perform, the applicable Back-Up Bidder may be deemed the new Winning Bidder, and the Debtors may close on the Back-Up Bid without a further Court order.

Assumption and Assignment

• The Debtors will serve an Assumption and Assignment Notice identifying Executory Contracts that may be assigned, the proposed Cure Amounts, and any proposed adequate assurance of future performance.
• Thor or another Winning Bidder may designate Executory Contracts for assumption and assignment. Under the Stalking Horse APAs, Thor is responsible for the Cure Costs associated with Assumed Contracts selected by Thor.
• Contract Counterparties must file timely objections specifying the basis for any dispute regarding assumption, assignment, Cure Amounts, or adequate assurance and must provide supporting documentation.
• Unresolved objections will be heard at the Sale Hearing. If an objection is resolved in a manner unsatisfactory to the Winning Bidder, the Winning Bidder may remove the applicable contract and will not be responsible for its Cure Amount or adequate assurance.
• A counterparty that does not timely object will be deemed to consent to assumption and assignment and will be barred from challenging the stated Cure Amount, adequate assurance, or assignment.
• Only contracts included on a schedule attached to the Sale Order will be assumed and assigned. The Winning Bidder will have no responsibility for unassigned contracts.

Sale Free and Clear

• The Debtors seek to sell the assets free and clear of liens, claims, interests, encumbrances, and successor-liability claims to the fullest extent permitted under section 363 of the Bankruptcy Code, subject to Permitted Liens and the terms of the applicable Winning Bidder APA.
• Any liens existing immediately before closing will attach to the net sale proceeds with the same validity, priority, force, and effect, subject to the rights and defenses of the Debtors, their estates, and other parties in interest.
• A lienholder that receives notice and fails to object will be deemed to consent to the sale for purposes of section 363(f) of the Bankruptcy Code.

Assumed and Excluded Liabilities

• Thor will assume Cure Costs for Assumed Contracts and any other liabilities expressly assumed in writing under the applicable APA.
• Each APA’s Assumed Liabilities schedule identifies no additional assumed liabilities.
• All liabilities not expressly assumed remain Excluded Liabilities of the Sellers, including:
  • Pre-closing business liabilities and obligations owed to lenders or creditors;
  • Seller taxes and liabilities arising from violations of law, contractual breaches, or environmental, health, and safety requirements;
  • Pre-closing personal-injury, property-damage, employment, compensation, and benefit liabilities;
  • Seller transaction expenses; and
  • Liabilities arising from pre-closing conduct by the Sellers or their officers, directors, shareholders, employees, consultants, contractors, agents, or advisors.

Key APA Closing Conditions

• Each transaction is conditioned on entry of a Sale Approval Order that remains in full force and effect and has not been stayed, vacated, or reversed.
• The Sale Approval Order must, among other matters, approve the applicable APA, authorize the transfer free and clear of liens other than Permitted Liens, approve assumption and assignment of Assumed Contracts, find that Thor is a good-faith purchaser, and waive the stays under Bankruptcy Rules 6004(h) and 6006(d).
• Closing also requires no injunction or order prohibiting the transaction, material performance by both parties, accurate representations and warranties, and receipt of required governmental and material third-party approvals.
• Tarbush-specific conditions include:
  • Closing of the Adjacent Property purchase agreement substantially concurrently with the Tarbush closing on terms satisfactory to Thor in its sole discretion.
  • Approvals to transfer the electrical power allocation and related power rights associated with the Tarbush Property (up to 176 MW, with a potential future increase up to 300 MW) without material reduction or restriction, and to interconnect and receive an allocation of 176 MW of electrical load at the Adjacent Property by Dec. 31, 2028, with a potential future allocation of up to 300 MW by Dec. 31, 2029.
  • Approvals necessary to construct, interconnect, energize, operate, and maintain electrical infrastructure for Thor’s intended development and operation of an AI data center.
  • Resolution of mineral-rights matters affecting the Adjacent Property in a manner satisfactory to Thor.
  • No Material Adverse Effect affecting the purchased assets, utility rights, or Thor’s intended use of the Adjacent Property as an AI data center.
• Pyote-specific conditions include:
  • Written confirmation satisfactory to Thor that the Pyote Property has a firm allocated and available electrical capacity of not less than 54 MW at the applicable voltage and approved point of interconnection.
  • Approvals necessary to transfer the Pyote Property’s power allocation and related power rights without material reduction or restriction.
  • Resolution of mineral-rights matters affecting the Pyote Property in a manner satisfactory to Thor.
  • An unconditional commitment from the title company to issue an owner’s title insurance policy for the full purchase price, subject only to Permitted Liens and matters accepted by Thor.
  • No Material Adverse Effect affecting the purchased assets, utility rights, or Thor’s intended use of the Pyote Property as an AI data center.

As-Is Sale and Risk of Loss

• Except for the express representations and warranties in the applicable APA, the assets will be sold “as is,” “where is,” and “with all faults.”
• The Sellers bear the risk of loss through the date title is conveyed to Thor.
• If equipment is materially damaged, lost, or destroyed before conveyance, or if a material condemnation affects the assets, Thor may accept the applicable proceeds and deductible, agree to a purchase-price reduction based on the mutually agreed value, or terminate the applicable APA and receive its deposit with interest.

Transfer Taxes and Transaction Costs

• The Sellers are responsible for Transfer Taxes and must reimburse Thor for any such taxes imposed on and paid by Thor.
• Thor is responsible for post-closing taxes and assessments, sales taxes arising from the transactions, deed-recording costs, title-insurance costs, and the title company’s closing fee.
• Except as otherwise provided in the APAs, each party will bear its own legal, accounting, and other professional expenses.

Sale Hearing and Post-Closing Matters

• At the Sale Hearing, the Debtors will seek approval of the Winning Bid and any Back-Up Bid. Unless the Court orders otherwise, the hearing will be evidentiary and no further bidding will occur.
• The Debtors seek authority to close immediately after all closing conditions are satisfied or waived and request waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d).
• Following closing, the parties will cooperate and execute further documents reasonably necessary to provide Thor with title, access, and control over the purchased assets.

Key Dates

• Thor Due Diligence Expiration Date: Aug. 9, 2026
• Bidding Procedures Hearing: Aug. 12, 2026
• Assumption and Assignment Notice Deadline: Aug. 21, 2026
• Nonbinding Indications of Interest / Preliminary Bid Documents Deadline: Aug. 27, 2026, at 5 p.m. EST
• Bid Deadline: Sept. 8, 2026, at 5 p.m. EST
• Good Faith Deposit Deadline: Sept. 8, 2026, at 5 p.m. EST
• Qualified Bidder Notification Deadline: Sept. 9, 2026, at 5 p.m. EST
• Auction, if required: Sept. 10, 2026, at 10 a.m. EST
• Notice of Winning and Back-Up Bids: Sept. 11, 2026
• Sale Objection Deadline: Sept. 14, 2026, at 5 p.m. EST
• Assumption and Assignment Objection Deadline: Sept. 14, 2026, at 5 p.m. EST
• Sale Hearing: Sept. 16, 2026
• Closing / Outside Date: Nov. 30, 2026