Reliz Technology Group Holdings - Chapter 11 Plan Terms

Plan Terms

Overview

• Reliz Technology Group Holdings Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”) propose a joint chapter 11 plan (the “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of the Bankruptcy Code.
  • The Debtors are Reliz Technology Group Holdings Inc. (“TopCo”), a Delaware corporation; Reliz Technologies LLC (“Reliz Tech”); Reliz LTD; and Reliz CI Ltd (“Reliz CI”).
  • Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor and does not contemplate the substantive consolidation of any of the Debtors.
  • The Petition Date was March 15, 2026.
• The Plan has been amended over the course of the Chapter 11 Cases:
  • The Debtors filed the initial Plan on April 7, 2026 [Docket No. 128].
  • The Debtors filed the Amended Plan on May 28, 2026 [Docket No. 391].
  • The Debtors filed the Second Amended Plan on July 2, 2026 [Docket No. 488-1].
  • The Debtors thereafter made certain technical modifications reflected in the Modified Second Amended Plan.
• A Confirmation Hearing to consider entry of an order confirming the Modified Second Amended Plan will be held on July 13, 2026, at 10:00 a.m. (Eastern Time) before the Honorable Thomas M. Horan, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware.
• Key parties referenced in the Plan include Mark Renzi, the Chief Restructuring Officer (“CRO”); James Wilson, the Interim CFO; Joseph Perry, the Interim Chief Executive Officer; Matthew Kahn, the Independent Director, solely in his capacity as disinterested director of TopCo; and Adam Krauszer, Daniel Schak, Ross Kleiman, and Brian King (the “Other Officers”).

Sale Transaction

• The “Sale Transaction” means the sale of all or substantially all of the Debtors’ assets pursuant to the Bidding Procedures, or any combination of sales of subsets of the Debtors’ assets, whether through the Bidding Procedures or private sales.
  • The Bidding Procedures are attached as Exhibit 1 to the Bidding Procedures Order, which approved bidding procedures for the sale of substantially all of the Debtors’ assets, scheduled an auction, approved assumption and assignment procedures, and scheduled a sale hearing.
  • The Purchaser will acquire the Acquired Assets under an Asset Purchase Agreement, a definitive purchase agreement for all or substantially all of the Debtors’ assets.
• On or before the Effective Date, the applicable Debtors will take any action necessary or advisable to effectuate the Sale Transaction and the other transactions described in the Plan, including the execution and delivery of appropriate agreements and instruments of transfer, the transfer or distribution of any Cryptocurrency or Cash, the execution of the Liquidation Trust Agreement, the formation of the GUC Trust, and all transactions necessary to provide for the purchase of the Acquired Assets by the Purchaser.
• Pursuant to sections 1123 and 363 of the Bankruptcy Code, the Confirmation Order shall authorize all actions necessary or appropriate to effectuate any transaction contemplated by or necessary to effectuate the Plan, including the Sale Transaction.

Cash Collateral

• The Cash Collateral Order [Docket No. 379] is the Final Order authorizing postpetition use of Cash Collateral and granting adequate protection to the Prepetition Secured Party.
• Cash proceeds from the sale of the Debtors’ assets pursuant to the Bidding Procedures shall be paid in accordance with the Bidding Procedures Order and subject to the Cash Collateral Order.

Celsius Settlement

• The “Celsius Note” is a promissory note between Celsius (defined as Celsius Network Ltd. and any of its Affiliates) and TopCo, Reliz Tech, Reliz LTD, and certain non-Debtors, entered into on June 14, 2024 with a maturity date of March 31, 2026. A separate Celsius promissory note, with a maturity date of September 30, 2024, was timely paid off and satisfied.
• The Celsius Secured Claim is any portion of the Celsius Claim that is a Secured Claim.
• The Holder of the Allowed Celsius Secured Claim shall receive, in full and final satisfaction of such Claim, treatment consistent with the Order (I) Approving Settlement With Celsius Network Ltd.; (II) Approving Assumption and Assignment to Celsius of the Investifi Safe Note; and (III) Granting Related Relief [Docket No. 478] and the settlement agreement attached thereto.

Classification and Treatment of Claims and Interests

• Except for the Claims addressed in Article II of the Plan, all Claims against and Interests in the Debtors are classified in the following Classes in accordance with sections 1122 and 1123(a)(1) of the Bankruptcy Code:
  • Class 1 (Secured Tax Claims), Class 2 (Other Secured Claims), and Class 3 (Other Priority Claims) are Unimpaired and conclusively presumed to have accepted the Plan.
  • Class 4 (Celsius Secured Claim) is Impaired, and the Holder is entitled to vote.
  • Class 5 (Convenience Claims) is Impaired and entitled to vote. Each Holder of an Allowed Convenience Claim will receive its Pro Rata share of the Convenience Class Recovery Pool, a pool of $850,000.
    • A “Convenience Claim” is any General Unsecured Claim valued at less than or equal to the Convenience Claim Threshold of $45,000; Holders of Allowed General Unsecured Claims exceeding the threshold may irrevocably elect through the Convenience Claim Election to reduce their Claims to the threshold and be treated as Convenience Claims.
  • Classes 6A, 6B, 6C, and 6D (General Unsecured Claims against TopCo, Reliz Tech, Reliz CI, and Reliz LTD, respectively) are Impaired and entitled to vote. Each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the applicable Distributable Assets and the corresponding series of GUC Trust Interests (Series A for TopCo, Series B for Reliz Tech, Series C for Reliz CI, and Series D for Reliz LTD).
  • Class 7 (Section 510(b) Claims) is Impaired. Each Section 510(b) Claim will be cancelled, released, and extinguished as of the Effective Date, with no distribution to Holders.
  • Class 8 (Intercompany Claims): each Allowed Intercompany Claim shall be Reinstated, distributed, contributed, set off, settled, cancelled or released, or otherwise addressed at the option of the GUC Trustee.
  • Class 9 (Intercompany Interests): on the Effective Date, all Intercompany Interests shall be, at the option of the Debtors, either Reinstated or set off, settled, addressed, distributed, contributed, merged, or cancelled.
  • Class 10 (Existing Equity Interests) is Impaired. All Existing Equity Interests shall be cancelled, released, and extinguished without any distribution, and each Holder shall not receive or retain any distribution, property, or other value.
• Each Holder of an Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code, except to the extent such Holder agrees to less favorable treatment.

GUC Trust

• On the Effective Date, the GUC Trust shall be formed for the benefit of the GUC Trust Beneficiaries, and each of the Debtors shall transfer the GUC Trust Assets for distribution in accordance with the terms of the Plan.
  • The GUC Trust is established to, among other things, commence, litigate, and settle the Vested Causes of Action and make distributions pursuant to the Plan and the Liquidation Trust Agreement.
  • The GUC Trust Assets consist of (a) the GUC Trust Reserve, (b) the Vested Causes of Action, and (c) any of the Debtors’ assets that are not transferred to the Purchaser.
  • The GUC Trust Beneficiaries are the Holders of Allowed Claims in Classes 6A, 6B, 6C, and 6D, which are entitled to receive GUC Trust Interests.
  • The GUC Trust shall be a successor to the Debtors’ rights, title, and interest to the GUC Trust Assets and shall be administered in a manner consistent with the SEC’s published guidance on liquidating trusts.
• The GUC Trust shall be managed by the GUC Trustee and shall be subject to the GUC Trust Oversight Committee.
  • The GUC Trustee shall be selected by the Debtors, in consultation with the Committee, and identified in the Plan Supplement. The appointment shall be approved in the Confirmation Order, and the GUC Trustee’s duties shall commence as of the Effective Date.
  • As of the Effective Date, the GUC Trustee shall serve as the sole shareholder of TopCo and as the sole officer, director, and manager, as applicable, of each of the Post Effective Date Debtors.
  • The GUC Trust Oversight Committee shall consist of parties selected by the Committee, after consultation with the Debtors, and identified in the Plan Supplement, and shall at no time consist of greater than three members.
• Prior to the Effective Date, the Debtors shall establish the GUC Trust Reserve funded with Cash, and the GUC Trust Expenses shall be paid from the GUC Trust Assets.

Vested Causes of Action

• The “Vested Causes of Action” are the Causes of Action that will vest in the GUC Trust, including, but not limited to, those enumerated on the Schedule of Retained Causes of Action to be included in the Plan Supplement and consistent with the terms of the Asset Purchase Agreement.
• On the Effective Date, any Cause of Action not settled, released, discharged, enjoined, or exculpated under the Plan shall vest in the GUC Trust and be subject to administration by the GUC Trustee.
• In accordance with section 1123(b) of the Bankruptcy Code, the GUC Trust shall succeed to all rights to commence and pursue any and all Vested Causes of Action of the Debtors, whether arising before or after the Petition Date, other than Causes of Action released, waived, settled, compromised, or transferred.

Cryptocurrency Rebalancing and Distributions

• Prior to the Effective Date, the Debtors are authorized to rebalance their Cryptocurrency portfolio to ensure that they can effectuate pro rata in-kind distributions of the Distributable Cryptocurrency to the extent possible and practicable.
  • Creditors entitled to receive distributions in cryptocurrency will have their claims valued in USD as of the Petition Date, and each creditor’s pro rata share of Distributable Assets will be determined based on that Petition Date valuation.
  • As necessary to effectuate distributions, the Debtors or GUC Trust will rebalance the portfolio as of a date certain, which may be accomplished by buying and selling Cryptocurrency and engaging in any other necessary transaction.
  • Creditors entitled to receive Cryptocurrency will receive it in the same form(s) that comprise their Claim to the extent possible and practicable. If the Debtors or Distribution Agent are unable to transact with any Cryptocurrency that comprises a Claim, such Claim and any distribution on it will be made in Cash.
• The decision whether to make distributions on account of Allowed Claims in cryptocurrency or U.S. Dollars shall be in the sole discretion of the GUC Trustee in his or her business judgment.
• A Claim asserted in currency other than U.S. Dollars will be deemed converted to the equivalent U.S. Dollar value using prevailing market prices as of 4:00 p.m. (prevailing Central Time) on the Petition Date—for foreign currency, using the applicable conversion rate, and for digital assets or Cryptocurrency, using the prevailing market prices listed as of that time.

Special Committee Investigation

• The “Special Committee” is the special committee established at TopCo, comprised of the Independent Director, and the “Special Committee Investigation” is that certain investigation undertaken by the Special Committee into certain historical transactions and conduct.
• The Special Committee Investigation continues to be referenced in the Plan’s Exculpation provision (Article VIII.C). Notably, the technical modification reflected in the Modified Second Amended Plan struck the prior language that had made the Debtor releases “subject to and dependent on the outcome of the ongoing Special Committee Investigation”; accordingly, under the operative Plan the Debtor releases in Article VIII.A are no longer expressly conditioned on the Special Committee Investigation.

Releases by the Debtors

• The “Released Parties” include, in each case in its capacity as such: (a) the Debtors; (b) the Committee and each of its members; (c) the Debtor Professionals; (d) the Committee Professionals; (e) Joseph Perry, Interim Chief Executive Officer; (f) the Interim CFO and the CRO; (g) the Independent Director; (h) the Other Officers, provided such Other Officers enter into a Cooperation Agreement or otherwise agree to cooperate with the Committee and/or the GUC Trustee; and (i) employees of the Debtors as of the Petition Date, provided that any such employee (1) was not and is not an officer or director of any Debtor, and (2) did not receive a bonus payment exceeding $300,000 in the aggregate between 2023-2026.
  • The release of any such employee shall be only as to claims under Chapter 5 of the Bankruptcy Code related solely to such bonus payments.
• On and after the Effective Date, each Released Party is conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, the Post Effective Date Debtors, and their Estates from any and all Causes of Action, including derivative claims, based on or relating to, among other things, the Debtors and their capital structure, any Claim or Interest treated in the Plan, the Chapter 11 Cases, the Debtors’ out-of-court restructuring efforts, intercompany transactions, the Definitive Documents, and the Sale Transaction, taking place on or before the Effective Date.
• Nothing in the Plan shall release, waive, or otherwise limit the rights, duties, or obligations of the Purchaser under the Asset Purchase Agreement or the Definitive Documents.

Releases by Holders of Claims and Interests

• The “Releasing Parties” include: (a) the Debtors; (b) the Committee and each of its members; (c) all Holders of Claims that vote to accept the Plan and do not affirmatively opt out; (d) all Holders of Claims that vote to reject the Plan and do not affirmatively opt out; and (e) to the maximum extent permitted by Law, each Related Party of each Entity in clauses (c) through (d).
  • An Entity shall not be a Releasing Party if it elects to opt out of the releases or timely objects to the releases and such objection is not resolved before Confirmation.
• Effective on the Effective Date, each Released Party is conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each of the Releasing Parties from any and all Causes of Action, including derivative claims, based on or relating to the Debtors, their capital structure, any Claim or Interest treated in the Plan, the Debtors’ out-of-court restructuring efforts, intercompany transactions, the Definitive Documents, the Sale Transaction, and related acts or omissions taking place on or before the Effective Date.
  • Nothing in this release shall be construed to release the Released Parties from actual fraud, willful misconduct, or gross negligence as determined by a Final Order.

Exculpation

• The “Exculpated Parties” include, in each case in its capacity as such: (a) each of the Debtors and their current directors and officers; (b) the Committee and each of its members; (c) each Professional employed in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court under sections 327, 363, or 1103 of the Bankruptcy Code; and (d) the Independent Director.
• Effective as of the Effective Date, no Exculpated Party shall have or incur, and each is exculpated from, any Cause of Action for any act or omission arising on or after the Petition Date and on or prior to the Effective Date based on the Chapter 11 Cases and related matters, including the Disclosure Statement, the Plan, the Special Committee Investigation, any Definitive Documents or Sale Transaction, and the pursuit of Confirmation and consummation of the Plan.
  • Exculpation does not extend to any act or omission determined in a Final Order to have constituted actual fraud, willful misconduct, malpractice, or gross negligence, and such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

Injunction

• The assets of the Post Effective Date Debtors and of the GUC Trust shall be used for the satisfaction of expense obligations and the payment of Claims and Interests only in the manner set forth in the Plan and shall not be available for any other purpose.
• All Persons and Entities that have held, hold, or may hold Claims or Interests related to the Debtors, the Post Effective Date Debtors, the GUC Trust, or the Chapter 11 Cases occurring prior to the Effective Date, other than as expressly provided in the Plan or the Confirmation Order, shall be precluded and permanently enjoined on and after the Effective Date from interfering with the use and distribution of the Debtors’ assets in the manner contemplated by the Plan.

Conditions Precedent to the Effective Date

• The Effective Date is subject to the satisfaction or waiver of the following conditions, among others:
  • The Bankruptcy Court shall have entered the Confirmation Order, in form and substance reasonably satisfactory to the Debtors and the Committee, and such order shall be a Final Order in full force and effect.
  • If a Sale Transaction pursuant to the Bidding Procedures occurs, all conditions precedent to effectiveness of the Asset Purchase Agreement shall have been satisfied or duly waived.
  • The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents necessary to implement and effectuate the Plan and the other transactions contemplated by the Definitive Documents.
  • The Professional Fee Escrow Account shall have been established and funded with Cash and, to the extent that all Allowed Administrative Claims, Priority Tax Claims, Secured Tax Claims, Other Secured Claims, and Other Priority Claims are not to be paid in full on the Effective Date, the Debtors shall have established an account funded with Cash to pay such amounts.
  • The GUC Trust Reserve shall have been established and funded based upon the GUC Trust Budget with Cash.
  • The Plan shall have been substantially consummated or shall be anticipated to be substantially consummated concurrently with the occurrence of the Effective Date.
• Except as otherwise specified, any one or more of the conditions to the Effective Date may be waived by the Debtors, in consultation with the Committee, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan.