Reliz Technology Group Holdings - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers (under the APA):
  • Reliz Technology Group Holdings Inc., a Delaware corporation (the "Parent")
  • Reliz Technologies LLC, an Illinois limited liability company
  • Basis Group Holdings Inc. ("BGH"), a Delaware corporation (so described in the APA; described as a United Kingdom private company in the Disclosure Schedule)
  • Reliz LTD, an exempted company incorporated under the laws of the Cayman Islands
  • Reliz CI LTD, an exempted company incorporated under the laws of the Cayman Islands
• Debtors (as listed in the Sale Order's footnote, with the last four digits of their federal tax identification numbers): Reliz Technology Group Holdings Inc. (6265); Reliz Technologies LLC (1968); Reliz LTD (N/A); and Reliz CI LTD (N/A). BGH, although a Seller under the APA, is not listed among the Debtors in the Sale Order's footnote.
• The Debtors' service address is 401 West Ontario St., Suite 400, Chicago, IL 60654. The Chapter 11 Cases are jointly administered under Case No. 26-10371 (TMH) in the U.S. Bankruptcy Court for the District of Delaware.
• Purchaser: Keyrock S.A., a public limited liability company (naamloze vennootschap/société anonyme) incorporated and existing under the laws of the Kingdom of Belgium (the "Buyer"), having submitted the highest or best bid for the Transferred Assets.
• The Buyer is not an "insider" of the Debtors, as that term is defined in section 101(31) of the Bankruptcy Code.

Business Description

• The Sellers own and operate a crypto trading solutions and financial technology firm dedicated to the provision of bespoke end-to-end solutions to participants in the cryptocurrency market worldwide (the "Business").
• The Parent owns all of the issued and outstanding shares of BlockFills Digital Markets Ltd (the "Cayman Regulated Entity") (the "Transferred Cayman Equity Interests"), and BGH owns approximately 92% of the issued and outstanding shares of Basis Capital Markets UK Ltd (the "UK Regulated Entity," and together with the Cayman Regulated Entity, the "Transferred Entities") (the "Transferred UK Equity Interests").
• The remaining approximately 8% of the UK Regulated Entity is held by two minority shareholders — Anders Henrikson (168 shares) and Philip Millar (168 shares) — who have agreed to transfer their shares to the Buyer via the Minority Sale Documents (stock transfer forms at Exhibit E, Part 1), automatically effective upon the UK Equity Closing. As a result, upon the UK Equity Closing the Buyer will acquire 100% of the UK Regulated Entity.

Assets Being Sold

• Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the Sellers will sell, transfer and assign to the Buyer, on an "as is, where is" basis, all of the Sellers' rights, title and interests in and to the tangible and intangible real and personal property assets used or held for use in the operation of the Business (the "Transferred Assets"), excluding the Excluded Assets, free and clear of all Liens (other than Permitted Liens) and Liabilities (other than the Assumed Liabilities). The Transferred Assets include:
  • Assigned Contracts designated as assigned to the Buyer, including contracts associated with the Sellers' active customer lists and trading books, along with all relevant compliance and onboarding files required to migrate such customers to the Buyer (provided that no contract to which a Transferred Entity is a party may be an Assigned Contract);
  • Personal Property, including furniture, fixtures, equipment and other personal property used in connection with the Business (excluding the Excluded Personal Property);
  • Intangibles, including all trademarks, trade names, logos, patents, copyrights, applications and other similar intellectual property rights, but excluding the BlockFills brand and BLOCKFILLS trademarks; and
  • Data, including copies of all customer lists, banking relationships and any data relating to the Transferred Assets (the "Transferred Data").
• The transaction is structured across two closings: at the Initial Closing, the Buyer will acquire the Transferred Assets and the Transferred Cayman Equity Interests; at the UK Equity Closing, the Buyer will acquire the Transferred UK Equity Interests.
• The Transferred Assets constitute property of the Debtors' estates within the meaning of section 541(a) of the Bankruptcy Code.

Excluded Assets

• The Excluded Assets include, among other things:
  • Cash and Cash equivalents;
  • All bank accounts, safety deposit boxes, lock boxes and other cash management accounts of the Sellers;
  • All Accounts Receivable;
  • Vested Causes of Action (as defined in the Plan);
  • All Excluded Contracts;
  • The Excluded Personal Property;
  • All retainers held by the Debtors' professionals;
  • Cerus Digital Asset Management LLC, its associated Cayman SPC funds and its CFTC/NFA registrations; and
  • The "BlockFills" brand and trademarks. The "BlockFills" trade name, logo, and all associated "BlockFills" domain names are explicitly excluded from the Transferred Assets (although, notwithstanding this exclusion, the Buyer receives a license to use the BLOCKFILLS trademark under the BLOCKFILLS Trademark License Agreement (Exhibit F), executed at the Initial Closing).

Assumed Liabilities

• The Buyer shall only assume Liabilities arising from, related to or associated with the Transferred Assets or the Business that arise on or after the Closing Date, including:
  • All Liabilities arising under the Assigned Contracts that become due and payable from and after Closing;
  • All Cure Costs, if any, payable with respect to the Assigned Contracts;
  • Any and all costs and expenses necessary in connection with providing "adequate assurance of future performance" with respect to the Assigned Contracts (as contemplated by section 365 of the Bankruptcy Code);
  • All Taxes owed to any Tax authority assessed with respect to the Transferred Assets for any period ending after the Closing Date; and
  • Any applicable transfer Tax in respect of the acquisition of the UK Regulated Entity under applicable law.

Excluded Liabilities

• Except for the Assumed Liabilities, the Buyer shall not assume any Liabilities of the Sellers, including, among others:
  • All Taxes owed by the Sellers for any period ending on or prior to the Initial Closing Date (except to the extent expressly provided as Assumed Liabilities);
  • All Liabilities related to the Excluded Assets, whether arising before or after the Closing Date;
  • All Liabilities or obligations under any Indebtedness, including Indebtedness owed to any stockholder, member, Affiliate or Subsidiary of the Sellers, unless the relevant contract is an Assigned Contract;
  • All Liabilities under the WARN Act or any similar law relating to any termination of Key Employees (or other Seller employees who may become employed by the Buyer) occurring prior to the Initial Closing Date;
  • All Liabilities with respect to Seller Transaction Expenses; and
  • All Liabilities under the Assumed Permits arising from or related to the period prior to the Initial Closing Date.

Consideration

• The Initial Purchase Price (for the Transferred Assets and Cayman Equity Interests) is composed of:
  • $2,150,000 in cash; plus
  • The Cure Costs, if any; plus
  • The assumption of the Assumed Liabilities; minus
  • Any Indebtedness of the Cayman Equity.
• The UK Equity Purchase Price (for the Transferred UK Equity Interests) is equal to $1,100,000, minus any VASP Act Liabilities (which shall in no event exceed $125,000), plus the positive difference between the UK Equity Closing Minimum Cash and the Initial Closing Minimum Cash in an amount of up to a maximum of $270,000 (converted from UK Sterling to US Dollars), from cash contributed by the Seller to the UK Regulated Entity after June 3, 2026. The Initial Purchase Price and the UK Equity Purchase Price together constitute the "Purchase Price."
• Prior to the execution and delivery of the APA, the Buyer delivered to the Sellers a deposit of $300,000 (the "Deposit"), held subject to the terms of the APA.
• The Debtors determined, in their reasonable business judgment and consistent with their fiduciary duties, that the Buyer's Qualified Bid, as documented in the APA, was the highest or otherwise best Qualified Bid for the Transferred Assets, and that consummating the Sale will yield greater value to the Debtors' estates than any other available alternative transaction. The consideration constitutes fair and reasonable consideration and reasonably equivalent value under the Bankruptcy Code and applicable fraudulent transfer laws.
• Allocation: The Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Transferred Assets for all purposes in accordance with Section 1060 of the Code, as shown on the Allocation Schedule (Exhibit D). Except as provided in the APA or the Sale Order, all rights of the Debtors' estates with respect to the allocation of consideration received from the Buyer (including the value of the assumption of the Assumed Liabilities) are expressly reserved for later determination by the Court.

Good-Faith Purchaser

• The Debtors, the Buyer and their respective advisors negotiated and entered into the APA and each of the transactions contemplated thereby in good faith, without collusion and from arm's-length bargaining positions.
• The Buyer is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to all of the protections afforded thereby. The Debtors were free to deal with any other party interested in acquiring all or some of the Transferred Assets.
• The Buyer has not violated section 363(n) of the Bankruptcy Code and has not acted in a collusive manner; the APA was not controlled by an agreement between potential bidders within the meaning of section 363(n), and the Sale is not subject to avoidance or any recovery of damages thereunder.

Sale Free and Clear

• The Debtors may sell the Transferred Assets free and clear of all Interests (other than any Permitted Liens and Assumed Liabilities expressly assumed under, or expressly permitted by, the APA or the Sale Order), because one or more of the standards set forth in section 363(f)(1)–(5) of the Bankruptcy Code has been satisfied.
• Any Interest holders that did not object, or that withdrew their objections, are deemed to have consented to the Sale free and clear of their respective Interests pursuant to section 363(f)(2) of the Bankruptcy Code.
• Upon the Initial Closing Date, the Debtors are authorized, pursuant to sections 105, 363(b), 363(f) and 363(k), to sell and transfer the Transferred Assets (other than the Transferred UK Equity Interests) to the Buyer; upon the UK Equity Closing Date, the Debtors are authorized to sell and transfer the Transferred UK Equity Interests to the Buyer.
• The Buyer would not have entered into the APA or consummated the Sale if the sale were not free and clear of all Interests or if the Buyer could be liable for any such Interests.
• No bulk sales law, bulk transfer law or similar law of any state or other jurisdiction shall apply in any way to the Sale.

Successor Liability

• By consummating the Sale, the Buyer is not a mere continuation of the Debtors or any enterprise of the Debtors, there is no common identity between them, and the Sale does not amount to a consolidation, merger or de facto merger.
• The Buyer Related Persons are not and shall not be deemed a successor to the Debtors or their estates under any theory of law or equity, deemed to have merged or consolidated with the Debtors, deemed an alter ego of or to have a continuity of enterprise with the Debtors, or liable for any acts or omissions of the Debtors, except as expressly provided in the APA.
• The Buyer would not have acquired the Transferred Assets but for these protections against potential claims based upon "successor liability," de facto merger, or theories of similar effect.

Assumption and Assignment of Contracts

• The assumption and assignment of the Assigned Contracts is an integral part of the Sale and represents a valid and reasonable exercise of the Debtors' sound business judgment. The Debtors' assumption and assignment of the Assigned Contracts to the Buyer, free and clear of all Interests (other than Permitted Liens and Assumed Liabilities), is approved, and the requirements of sections 365(b) and 365(f)(2) are deemed satisfied.
• Pursuant to Section 2.6(a) of the APA, the Buyer may modify the list of Assigned Contracts after entry of the Sale Order but no later than the Closing Date, including by designating a contract for assumption and assignment or for exclusion as an Excluded Contract. By written notice to the Debtors, the Buyer may, in its sole and absolute discretion, amend or revise Schedule 3.6 of the APA at any time prior to the Closing Date (as stated in the Sale Order; note that the Assigned Contracts are listed on Schedule 3.7).
• No provision of any Assigned Contract that purports to prohibit, restrict or condition assignment, authorize termination upon a bankruptcy filing or the Debtors' financial condition, declare a default upon a change in control, or provide for additional payments or financial accommodations in favor of the counterparty shall have any force or effect, constituting an unenforceable anti-assignment provision under sections 365(e), 365(f) or 365(l) of the Bankruptcy Code.
• There shall be no rent accelerations, assignment fees, increases or any other fees charged to the Buyer, its successors or assigns, or the Debtors as a result of the assumption and assignment of the Assigned Contracts.
• Within five (5) business days of the Closing, the Debtors shall file a notice of the Closing attaching the list of Assigned Contracts assumed and assigned to the Buyer (the "Final Assumption Notice").

Cure Costs

• Any defaults or other obligations under the Assigned Contracts shall be deemed cured by the Buyer's payment or other satisfaction of the cure amounts (the "Cure Costs"). Except as otherwise provided, all Cure Objections have been overruled, withdrawn, waived, settled or otherwise resolved; any unresolved Cure Objections may be heard at a later date as set by the Court. The Cure Costs shall not be subject to further dispute or audit, including any based on performance prior to the Closing Date.
• Identified Cure Costs:
  • CROSSx Technologies Ltd (Trading Platform): $945.79
  • P3K (Software License): $0.00
  • Total: $945.79

Adequate Assurance

• The Buyer has demonstrated and provided adequate assurance of future performance of and under the Assigned Contracts within the meaning of sections 365(b) and 365(f)(2)(B) of the Bankruptcy Code.
• The Buyer will use commercially reasonable efforts to assure that, as of the Closing, it will be capable of satisfying the conditions contained in sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assigned Contracts.

Key Employees and Non-Competition

• "Key Employees" means up to 15 current employees of the Sellers, including the individuals set forth on Schedule 6.7. The Sellers shall use commercially reasonable efforts, and cooperate with the Buyer, to cause the Key Employees to commence employment with the Buyer pursuant to the Key Employee Offer Letters, including providing necessary information regarding transfers of visas and visa applications.
• For a period of one year following the Closing Date, each Seller agrees not to solicit for employment or hire any of the Key Employees, subject to customary exceptions for general solicitations and persons who initiate contact.
• During the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, the Sellers shall not, and shall cause their Affiliates not to, directly or indirectly engage in the Business, render competitive services to any Person engaged in the Business, or provide information about the Transferred Assets to a Person engaged in the Business, subject to customary exceptions (including passive ownership of less than 5% of a publicly listed company and the ownership or operation of the Excluded Assets).
• Until the UK Equity Closing Date or earlier termination of the APA, the Seller shall not solicit, initiate or knowingly encourage any Alternate Transaction, or furnish non-public information or participate in discussions regarding any Alternate Transaction.

Conditions to Closing

• The Parties' obligations to consummate the Initial Closing and the UK Equity Closing are subject to, among other conditions:
  • No Governmental Authority having enacted or entered any Order in effect making such Closing illegal or otherwise prohibiting its consummation;
  • The Sale Order having been entered by the Bankruptcy Court and being a Final Order; and
  • All required approvals of Governmental Authorities having been obtained without conditions (or subject only to conditions acceptable to the Buyer), or waived by the Buyer in its sole discretion.
• The UK Equity Closing is further subject to and conditional upon the Change in Control Condition, namely the FCA giving notice that it approves the Buyer's acquisition of control of the UK Regulated Entity (under section 189(4)(a) or 189(5) of FSMA), or being treated under section 189(6) of FSMA as having approved such acquisition, and the UK Regulated Entity being able to conduct its business in all material respects under applicable law immediately following the UK Equity Closing. The Buyer shall use reasonable endeavors at its own cost to procure satisfaction of the Change in Control Condition as soon as possible and, in any event, by the Outside Date.

Termination

• The APA may be terminated and the Contemplated Transactions abandoned at any time prior to the UK Equity Closing:
  • By the mutual written consent of the Buyer and the Sellers;
  • By either the Buyer or the Sellers if any applicable Law makes consummation illegal or prohibited, or if consummation would violate any Final Order of a Governmental Authority;
  • By the Buyer if (i) the Chapter 11 Cases are dismissed or converted to Chapter 7, (ii) any Seller consummates a Plan that does not authorize or approve the Contemplated Transactions, or (iii) any Seller executes an Alternate Agreement; and
  • By the Sellers if the Buyer has breached any representation, warranty, covenant or agreement such that a condition in Section 7.2 or 7.3 becomes incapable of satisfaction and is not cured within ten (10) business days after notice (or such condition otherwise becomes incapable of satisfaction);
  • By the Buyer if any Seller has breached any representation, warranty, covenant or agreement such that a condition in Section 7.1 or 7.3 becomes incapable of satisfaction and is not cured within ten (10) business days after notice (or such condition otherwise becomes incapable of satisfaction); and
  • By the Buyer, at any time prior to the UK Equity Closing, if it identifies (between the Initial Closing Date and the UK Equity Closing Date) any fact or circumstance relating to the UK Regulated Entity that constitutes a Material Adverse Event or a UK Regulatory Material Adverse Event — such termination affecting only the UK Equity Closing obligations and not unwinding the Initial Closing.
  • In the period from the Initial Closing Date up to the UK Equity Closing Date, by either the Buyer or the Sellers if the UK Equity Closing has not occurred on or before twelve (12) months from the date of the APA (the "Outside Date").
• Any termination relating to the UK Equity Closing shall only terminate the Parties' obligations with respect to the UK Equity Closing and shall have no effect on, and shall not result in the unwinding, rescission or reversal of, any transactions consummated at the Initial Closing, including the sale and transfer of the Transferred Assets and Transferred Cayman Equity Interests and the assumption of the Assumed Liabilities.

Licenses and Permits

• To the extent provided in the APA and permitted by applicable law, the Buyer is authorized as of the Closing Date to operate under the Debtors' licenses, permits, registrations and governmental authorizations relating to the Transferred Assets and Assigned Contracts, which are directed to be transferred to the Buyer; where a license or permit is not an assignable executory contract, the Buyer shall apply for a new one promptly after Closing and the Debtors' license/permit remains in place for the Buyer's benefit until the new one issues.
• To the extent provided by section 525 of the Bankruptcy Code, no governmental unit may revoke or suspend any permit or license relating to the operation of the Transferred Assets on account of the filing or pendency of the Chapter 11 Cases or the consummation of the Sale.

Jurisdiction and Governing Law

• The Court has jurisdiction over the Chapter 11 Cases, the Motion and the affected parties and property pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the U.S. District Court for the District of Delaware, dated February 29, 2012. This is a core proceeding under 28 U.S.C. § 157(b), venue is proper under 28 U.S.C. §§ 1408 and 1409, and the Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
• The statutory and legal predicates for the relief are sections 105, 363 and 365 of the Bankruptcy Code; Bankruptcy Rules 2002, 6004 and 6006; and Local Rules 2002-1 and 6004-1.
• The APA shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without giving effect to any conflict-of-law provision that would cause the application of the laws of any other jurisdiction.
• The Court shall retain exclusive jurisdiction to interpret, implement and enforce the terms of the Sale Order and the APA, and to decide any issues or disputes concerning or related to the Sale Order, the APA or the rights and duties of the parties thereunder.

No Stay of Order

• Time is of the essence to implement the APA and consummate the Sale, which must be approved and consummated promptly to preserve the value of the Transferred Assets and maximize value to the Debtors, their estates, their creditors and all other parties in interest.
• Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062 or any applicable Local Rules, the Sale Order shall not be stayed and shall be effective and enforceable immediately upon entry. The transactions may be consummated immediately upon entry of the Sale Order, and the sale of the Transferred Assets is not stayed pending the expiration of fourteen (14) days from the date of entry of the Sale Order.

Key Dates

• Petition Date: March 15, 2026
• Notice Cancelling Auction Filed: March 26, 2026
• Bidding Procedures Order Entered: April 14, 2026 [Docket No. 177]
• Sale Notice Published (The New York Times National Edition): April 20, 2026; (CoinDesk): April 20 through April 24, 2026 [Docket No. 295]
• APA Effective Date: June 16, 2026
• Sale Hearing: June 16, 2026
• Sale Order Dated: June 16, 2026
• Final Assumption Notice: within five (5) business days of the Closing
• Outside Date: twelve (12) months from the date of the APA