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Page 1 Case 22-11067
Doc 1
Filed 11/11/22
Page 1 of 23
Fill in this information to identify the case:
United States Bankruptcy Court for the:
____________________ District of _________________
(State)
Case number (If known): _________________________ Chapter _____
Check if this is an
amended filing
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
06/22
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
1.
Debtor’s name
2.
All other names debtor used
in the last 8 years
Include any assumed names,
trade names, and doing business
as names
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
3.
Debtor’s federal Employer
Identification Number (EIN)
___ ___ – ___ ___ ___ ___ ___ ___ ___
4.
Debtor’s address
Principal place of business
Mailing address, if different from principal place
of business
______________________________________________
Number
Street
_______________________________________________
Number
Street
______________________________________________
_______________________________________________
P.O. Box
______________________________________________
City
State
ZIP Code
_______________________________________________
City
State
ZIP Code
Location of principal assets, if different from
principal place of business
______________________________________________
County
_______________________________________________
Number
Street
_______________________________________________
_______________________________________________
City
State
ZIP Code
5.
Debtor’s website (URL)
Official Form 201
____________________________________________________________________________________________________
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 1Page 2 Case 22-11067
Debtor
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_______________________________________________________
Page 2 of 23
Case number (if known)_____________________________________
Name
6.
Type of debtor
Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
Partnership (excluding LLP)
Other. Specify: __________________________________________________________________
7.
Describe debtor’s business
A. Check one:
Health Care Business (as defined in 11 U.S.C. § 101(27A))
Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
Railroad (as defined in 11 U.S.C. § 101(44))
Stockbroker (as defined in 11 U.S.C. § 101(53A))
Commodity Broker (as defined in 11 U.S.C. § 101(6))
Clearing Bank (as defined in 11 U.S.C. § 781(3))
None of the above
B. Check all that apply:
Tax-exempt entity (as described in 26 U.S.C. § 501)
Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
___ ___ ___ ___
8.
Under which chapter of the
Bankruptcy Code is the
debtor filing?
Check one:
Chapter 7
Chapter 9
A debtor who is a “small business
debtor” must check the first subbox. A debtor as defined in
§ 1182(1) who elects to proceed
under subchapter V of chapter 11
(whether or not the debtor is a
“small business debtor”) must
check the second sub-box.
Chapter 11. Check all that apply:
The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
aggregate noncontingent liquidated debts (excluding debts owed to insiders or
affiliates) are less than $3,024,725. If this sub-box is selected, attach the most
recent balance sheet, statement of operations, cash-flow statement, and federal
income tax return or if any of these documents do not exist, follow the procedure in
11 U.S.C. § 1116(1)(B).
The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate
noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are
less than $7,500,000, and it chooses to proceed under Subchapter V of
Chapter 11. If this sub-box is selected, attach the most recent balance sheet,
statement of operations, cash-flow statement, and federal income tax return, or if
any of these documents do not exist, follow the procedure in 11 U.S.C.
§ 1116(1)(B).
A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing
for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
Chapter 12
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 2Page 3 Case 22-11067
Debtor
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_______________________________________________________
Page 3 of 23
Case number (if known)_____________________________________
Name
9.
Were prior bankruptcy cases
filed by or against the debtor
within the last 8 years?
No
Yes. District _______________________ When _______________ Case number _________________________
MM / DD / YYYY
If more than 2 cases, attach a
separate list.
10.
Are any bankruptcy cases
pending or being filed by a
business partner or an
affiliate of the debtor?
District _______________________ When _______________ Case number _________________________
MM / DD / YYYY
No
Yes. Debtor _____________________________________________ Relationship _________________________
District _____________________________________________ When
List all cases. If more than 1,
attach a separate list.
11.
Why is the case filed in this
district?
__________________
MM / DD / YYYY
Case number, if known ________________________________
Check all that apply:
Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.
12.
Does the debtor own or have
possession of any real
property or personal property
that needs immediate
attention?
No
Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
Why does the property need immediate attention? (Check all that apply.)
It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.
What is the hazard? _____________________________________________________________________
It needs to be physically secured or protected from the weather.
It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
Other _______________________________________________________________________________
Where is the property?_____________________________________________________________________
Number
Street
____________________________________________________________________
_______________________________________
City
_______ ________________
State ZIP Code
Is the property insured?
No
Yes. Insurance agency ____________________________________________________________________
Contact name
____________________________________________________________________
Phone
________________________________
Statistical and administrative information
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 3Page 4 Case 22-11067
Debtor
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_______________________________________________________
Page 4 of 23
Case number (if known)_____________________________________
Name
13.
Debtor’s estimation of
available funds
Check one:
Funds will be available for distribution to unsecured creditors.
After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
14.
Estimated number of
creditors
15.
Estimated assets
16.
Estimated liabilities
1-49
50-99
100-199
200-999
1,000-5,000
5,001-10,000
10,001-25,000
25,001-50,000
50,001-100,000
More than 100,000
$0-$50,000
$50,001-$100,000
$100,001-$500,000
$500,001-$1 million
$1,000,001-$10 million
$10,000,001-$50 million
$50,000,001-$100 million
$100,000,001-$500 million
$500,000,001-$1 billion
$1,000,000,001-$10 billion
$10,000,000,001-$50 billion
More than $50 billion
$0-$50,000
$50,001-$100,000
$100,001-$500,000
$500,001-$1 million
$1,000,001-$10 million
$10,000,001-$50 million
$50,000,001-$100 million
$100,000,001-$500 million
$500,000,001-$1 billion
$1,000,000,001-$10 billion
$10,000,000,001-$50 billion
More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17.
Declaration and signature of
authorized representative of
debtor
The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
petition.
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on _________________
MM / DD / YYYY
/s/ John J. Ray
_____________________________________________
_______________________________________________
Signature of authorized representative of debtor
Printed name
Title _________________________________________
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 4Page 5 Case 22-11067
Debtor
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_______________________________________________________
Page 5 of 23
Case number (if known)_____________________________________
Name
18.
Signature of attorney
/s/ Adam G. Landis
_____________________________________________
Date
Signature of attorney for debtor
_________________
MM
/ DD / YYYY
_________________________________________________________________________________________________
Printed name
_________________________________________________________________________________________________
Firm name
, Suite 1800
_________________________________________________________________________________________________
Number
Street
____________________________________________________
City
____________ ______________________________
State
ZIP Code
(302) 467-4400
____________________________________
Contact phone
__________________________________________
landis@lrclaw.com
Email address
______________________________________________________ ____________
Bar number
State
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 5Page 6 Case 22-11067
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Page 6 of 23
Fill in this information to identify the case and this filing:
Debtor Name __________________________________________________________________
United States Bankruptcy Court for the: ______________________ District of __________
(State)
Case number (If known):
_________________________
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors
12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit
this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document,
and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the
document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,
1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or
another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
Schedule H: Codebtors (Official Form 206H)
Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
Amended Schedule ____
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the
Largest Unsecured Claims and Are Not Insiders (Official Form 204)
Other document that requires a declaration__________________________________________________________________________________
I declare under penalty of perjury that the foregoing is true and correct.
Executed on ______________
MM / DD / YYYY
/s/ John J. Ray
_________________________________________________________________________
Signature of individual signing on behalf of debtor
________________________________________________________________________
Printed name
______________________________________
Position or relationship to debtor
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual DebtorsPage 7 Case 22-11067
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ANNEX 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”)
filed a petition in the U.S. Bankruptcy Court for the District of Delaware for relief under Title 11
of the United States Code. The Debtors intend to move for joint administration of these cases
under the case number assigned to the Chapter 11 case of FTX Trading Ltd.
1.
Alameda Aus Pty Ltd
2.
Alameda Global Services Ltd.
3.
Alameda Research (Bahamas) Ltd
4.
Alameda Research Holdings Inc.
5.
Alameda Research KK
6.
Alameda Research LLC
7.
Alameda Research Ltd
8.
Alameda Research Pte Ltd
9.
Alameda Research Yankari Ltd
10.
Alameda TR Ltd
11.
Alameda TR Systems S. de R. L.
12.
Allston Way Ltd
13.
Altalix Ltd
14.
Analisya Pte Ltd
15.
Atlantis Technology Ltd.
16.
B for Transfer Egypt
17.
B Payment Services Nigeria
18.
B Transfer Services Ltd
19.
B Transfer Services Ltd. UAE
20.
B Transfer Services Uganda
21.
Bancroft Way Ltd
22.
BitPesa Kenya Ltd.
23.
BitPesa RDC SARL
24.
BitPesa Senegal Ltd.
25.
BitPesa South AfricaPage 8 Case 22-11067
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26.
BitPesa Tanzania Ltd.
27.
BitPesa Uganda Ltd.
28.
Bitvo, Inc.
29.
Blockfolio Holdings, Inc.
30.
Blockfolio, Inc.
31.
Blue Ridge Ltd
32.
BT Payment Services Ghana
33.
BT Payment Services South Africa
34.
BT Payments Uganda
35.
BT Pesa Nigeria Ltd.
36.
BTC Africa S.A.
37.
BTLS Limited Tanzania
38.
Cardinal Ventures Ltd
39.
Cedar Bay Ltd
40.
Cedar Grove Technology Services, Ltd
41.
Clifton Bay Investments LLC
42.
Clifton Bay Investments Ltd
43.
CM-Equity AG
44.
Corner Stone Staffing
45.
Cottonwood Grove Ltd
46.
Cottonwood Technologies Ltd.
47.
Crypto Bahamas LLC
48.
DAAG Trading, DMCC
49.
Deck Technologies Holdings LLC
50.
Deck Technologies Inc.
51.
Deep Creek Ltd
52.
Digital Custody Inc.
53.
Euclid Way Ltd
54.
Exchange 4 Free Seychellen
55.
Exchange 4Free Australia Br.
56.
Exchange 4Free Ltd.
Page 8 of 23Page 9 Case 22-11067
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57.
Exchange 4Free South Africa Br.
58.
Exchange 4Free Swiss Branch
59.
Finfax Company
60.
FTX (Gibraltar) Ltd
61.
FTX Canada Inc
62.
FTX Certificates GmbH
63.
FTX Crypto Services Ltd.
64.
FTX Digital Assets LLC
65.
FTX Digital Holdings (Singapore) Pte Ltd
66.
FTX EMEA Ltd.
67.
FTX Equity Record Holdings Ltd
68.
FTX Europe AG
69.
FTX Exchange FZE
70.
FTX Hong Kong Ltd
71.
FTX Japan Holdings K.K.
72.
FTX Japan K.K.
73.
FTX Japan Services KK
74.
FTX Lend Inc.
75.
FTX Marketplace, Inc.
76.
FTX Products (Singapore) Pte Ltd
77.
FTX Property Holdings Ltd
78.
FTX Services Solutions Ltd.
79.
FTX Structured Products AG
80.
FTX Switzerland GmbH
81.
FTX Trading GmbH
82.
FTX Trading Ltd
83.
FTX TURKEY TEKNOLOJİ VE TİCARET ANONİM ŞİRKET
84.
FTX US Derivatives LLC
85.
FTX US Services, Inc.
86.
FTX US Trading, Inc
87.
FTX Vault Trust CompanyPage 10 Case 22-11067
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Page 10 of 23
88.
FTX Ventures Ltd
89.
FTX Ventures Partnership
90.
FTX Zuma Ltd
91.
GG Trading Terminal Ltd
92.
Global Compass Dynamics Ltd.
93.
Good Luck Games, LLC
94.
Goodman Investments Ltd.
95.
Hannam Group Inc
96.
Hawaii Digital Assets Inc.
97.
Hilltop Technology Services LLC
98.
Hive Empire Trading Pty Ltd
99.
Innovatia Ltd
100.
Island Bay Ventures Inc
101.
K-DNA Financial Services Ltd
102.
Killarney Lake Investments Ltd
103.
Ledger Holdings Inc.
104.
LedgerPrime Bitcoin Yield Enhancement Fund, LLC
105.
LedgerPrime Bitcoin Yield Enhancement Master Fund LP
106.
LedgerPrime Digital Asset Opportunities Fund, LLC
107.
LedgerPrime Digital Asset Opportunities Master Fund LP
108.
Ledger Prime LLC
109.
LedgerPrime Ventures, LP
110.
Liquid Financial USA Inc.
111.
LiquidEX LLC
112.
Liquid Securities Singapore Pte Ltd
113.
LT Baskets Ltd.
114.
Maclaurin Investments Ltd.
115.
Mangrove Cay Ltd
116.
North Dimension Inc
117.
North Dimension Ltd
118.
North Wireless Dimension IncPage 11 Case 22-11067
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119.
Paper Bird Inc
120.
Pioneer Street Inc.
121.
Quoine India Pte Ltd
122.
Quoine Pte Ltd
123.
Quoine Vietnam Co. Ltd
124.
SNG INVESTMENTS YATIRIM VE DANIŞMANLIK ANONİM ŞİRKETİ
125.
Strategy Ark Collective Ltd.
126.
Technology Services Bahamas Limited
127.
Tigetwit Ltd
128.
TransferZero
129.
Verdant Canyon Capital LLC
130.
West Innovative Barista Ltd.
131.
West Realm Shires Financial Services Inc.
132.
West Realm Shires Services Inc.
133.
Western Concord Enterprises Ltd.
134.
Zubr Exchange LtdPage 12 DocuSign Envelope ID: 245C6A4E-CB65-4118-9D31-D6631AE86C9A
Case 22-11067
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Page 12 of 23
Omnibus Corporate Authority
I, Samuel Benjamin Bankman-Fried, as controlling owner, director, officer, manager or
other authorized person with respect to West Realm Shires Inc., Paper Bird Inc., Hilltop
Technology Services LLC, Cedar Grove Technologies Services, Ltd., FTX Trading Ltd,
Alameda Research LLC and Clifton Bay Investments LLC (the “Top Companies”), and all of
their directly and indirectly owned subsidiaries (together with the Top Companies, the “FTX
Group”), hereby authorize, instruct and consent to the following corporate actions with respect to
all members of the FTX Group:
(i)
the appointment of John J. Ray III (the “CEO”) as Chief Executive Officer with
plenary authority to exercise all powers and authority capable of delegation to an officer under
applicable law, including without limitation in connection with a voluntary filing for protection
from creditors under Title 11 of the United States Code and any restructuring and insolvencyrelated proceeding that may be appropriate or necessary, or may be commenced by third parties,
with respect to all members of the FTX Group;
(ii)
the execution and delivery of any agreements, documents or instruments the CEO
determines to be appropriate in connection with the foregoing;
(iii)
the retention of counsel and other advisors, and the execution and delivery of any
agreements, documents or instruments in connection with the foregoing;
(iv) the appointment of Stephen Neal (if willing to serve) as Chairman of the Board, to the
extent applicable law permits me to so designate him as such, and one to three other individuals chosen
by the CEO and not affiliated with me or the CEO as new directors of FTX Trading Ltd.;
(v)
the appointment of Stephen Neal (if willing to serve) as Chairman of the Board, to the
extent applicable law permits me to so designate him as such, and one to three other individuals chosen
by the CEO and not affiliated with me or the CEO as new directors of Alameda Research Ltd.;
(vi)
the appointment of Stephen Neal (if willing to serve) as Chairman of the Board, to the
extent applicable law permits me to so designate him as such, and one to three other individuals
chosen by the CEO and not affiliated with me or the CEO as new directors of West Realm Shires
Inc.;
(vii) if the CEO shall so determine, the appointment of one or more individuals chosen
by the CEO and not affiliated with me as director of other members of the FTX Group;
(iv)
the performance of any and all such acts as are reasonable, advisable, expedient,
convenient, proper or necessary to effect the foregoing.
It is my wish that the CEO consult with my counsel at Paul, Weiss, Rifkind, Wharton &
Garrison LLP with respect to the foregoing director appointments.
Date: November 10, 2022
____________________________
Samuel Benjamin Bankman-FriedPage 13 Case 22-11067
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CORPORATE OWNERSHIP STATEMENT
Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy
Procedure, FTX Trading Ltd., on behalf of itself and certain of its affiliates as debtors and
debtors-in-possession (collectively, the “Debtors”), respectfully represents:
1.
100% of the equity of Alameda Aus Pty Ltd is owned by Alameda
2.
100% of the equity of Alameda Global Services Ltd. is owned by
Research Ltd.
Alameda Research LLC.
3.
100% of the equity of Alameda Research (Bahamas) Ltd is owned by
Alameda Research Ltd.
4.
100% of the equity of Alameda Research Holdings Inc. is owned by
Alameda Research LLC.
5.
100% of the equity of Alameda Research KK is owned by Alameda
Research LLC.
6.
There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Alameda Research LLC.
7.
100% of the equity of Alameda Research Ltd is owned by Alameda
Research LLC.
8.
100% of the equity of Alameda Research Pte Ltd is owned by Alameda
9.
100% of the equity of Alameda Research Yankari Ltd is owned by
Research Ltd.
Alameda Research Ltd.Page 14 Case 22-11067
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Page 14 of 23
10.
100% of the equity of Alameda TR Ltd is owned by Alameda Research
11.
100% of the equity of Alameda TR Systems S. de R. L. is owned by
Ltd.
Alameda Research Ltd.
12.
100% of the equity of Allston Way Ltd is owned by FTX Trading Ltd.
13.
100% of the equity of Altalix Ltd is owned by FTX Europe AG.
14.
100% of the equity of Analisya Pte Ltd is owned by FTX Trading Ltd.
15.
100% of the equity of Atlantis Technology Ltd. is owned by Alameda
Research Holdings Inc.
16.
100% of the equity of B For Transfer Egypt is owned by B Transfer
17.
Approximately 90% of B Payment Services Nigeria is owned by B
Services Ltd.
Transfer Services Ltd, and approximately 10% is owned by third party investors.
18.
100% of the equity of B Transfer Services Ltd is owned by BTC Africa
19.
100% of the equity of B Transfer Services Ltd. UAE is owned by B
S.A.
Transfer Services Ltd.
20.
100% of the equity of B Transfer Services Uganda is owned by B Transfer
21.
100% of the equity of Bancroft Way Ltd is owned by FTX Trading Ltd.
22.
100% of the equity of BitPesa Kenya Ltd. is owned by BTC Africa S.A.
23.
100% of the equity of BitPesa RDC SARL is owned by BTC Africa S.A.
24.
100% of the equity of BitPesa Senegal Ltd. is owned by BTC Africa S.A.
Services Ltd.
-2-Page 15 Case 22-11067
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25.
100% of the equity of BitPesa South Africa is owned by BTC Africa S.A.
26.
100% of the equity of BitPesa Tanzania Ltd. is owned by BTC Africa S.A.
27.
100% of the equity of BitPesa Uganda Ltd. is owned by BTC Africa S.A.
28.
100% of the equity of Bitvo, Inc is owned by FTX Canada Inc.
29.
100% of the equity of Blockfolio Holdings, Inc. is owned by FTX Trading
30.
Approximately 52% of the equity of Blockfolio, Inc. is owned by
Ltd.
Blockfolio Holdings, Inc., and approximately 48% is owned by third party investors.
31.
100% of the equity of Blue Ridge Ltd is owned by Alameda Research Ltd.
32.
Approximately 70% of BT Payment Services Ghana is owned by B
Transfer Services Ltd, and approximately 10% is owned by third party investors.
33.
100% of the equity of BT Payment Services South Africa is owned by B
Transfer Services Ltd.
34.
100% of the equity of BT Payments Uganda is owned by B Transfer
35.
100% of the equity of BT Pesa Nigeria Ltd. is owned by BTC Africa S.A.
36.
100% of the equity of BTC Africa S.A. is owned by FTX Europe AG.
37.
100% of the equity of BTLS Limited Tanzania is owned by B Transfer
38.
100% of the equity of Cardinal Ventures Ltd is owned by Alameda
39.
100% of the equity of Cedar Bay Ltd is owned by Alameda Research Ltd.
Services Ltd.
Services Ltd.
Research Ltd.
-3-Page 16 Case 22-11067
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There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Cedar Grove Technology Services, Ltd.
41.
There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Clifton Bay Investments LLC.
42.
100% of the equity of Clifton Bay Investments Ltd is owned by Clifton
Bay Investments LLC.
43.
Approximately 10% of the equity of CM-Equity AG is owned by FTX
Europe AG, and approximately 90% is owned by third party investors.
44.
100% of the equity of Corner Stone Staffing is owned by BTC Africa S.A.
45.
100% of the equity of Cottonwood Grove Ltd is owned by Alameda
46.
100% of the equity of Cottonwood Technologies Ltd is owned by
Research Ltd.
Alameda Research Ltd.
47.
100% of the equity of Crypto Bahamas LLC is owned by FTX Trading
48.
100% of the equity of DAAG Trading, DMCC is owned by FTX Europe
49.
There is no parent corporation or publically held corporation that has been
Ltd.
AG.
identified owning 10% or more of the equity of Deck Technologies Holdings LLC.
50.
100% of the equity of Deck Technologies Inc.is owned by Deck
Technologies Holdings LLC.
51.
100% of the equity of Deep Creek Ltd is owned by FTX Trading Ltd.
-4-Page 17 Case 22-11067
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52.
100% of the equity of Digital Custody Inc. is owned by West Realm
53.
100% of the equity of Euclid Way Ltd is owned by Alameda Research
54.
100% of the equity of Exchange 4 Free Seychellen is owned by Exchange
55.
100% of the equity of Exchange 4Free Australia Br is owned by Exchange
Shires Inc.
Ltd.
4Free Ltd.
4Free South Africa Br.
56.
100% of the equity of Exchange 4Free Ltd. is owned by BTC Africa S.A.
57.
100% of the equity of Exchange 4Free South Africa Br. is owned by
Exchange 4Free Ltd.
58.
100% of the equity of Exchange 4Free Swiss Branch is owned by
Exchange 4Free Australia Br.
59.
100% of the equity of Finfax Company is owned by BTC Africa S.A.
60.
100% of the equity of FTX (Gibraltar) Ltd is owned by FTX Trading Ltd.
61.
100% of the equity of FTX Canada Inc is owned by FTX Trading Ltd.
62.
100% of the equity of FTX Certificates GmbH is owned by FTX Europe
63.
100% of the equity of FTX Crypto Services Ltd. is owned by FTX
64.
100% of the equity of FTX Digital Assets LLC is owned by West Realm
AG.
Trading Ltd.
Shires Financial Services Inc.
-5-Page 18 Case 22-11067
65.
Doc 1
Filed 11/11/22
Page 18 of 23
100% of the equity of FTX Digital Holdings (Singapore) Pte Ltd is owned
by FTX Trading Ltd.
66.
100% of the equity of FTX EMEA Ltd. is owned by FTX Trading Ltd.
67.
100% of the equity of FTX Equity Record Holdings Ltd is owned by FTX
68.
100% of the equity of FTX Europe AG is owned by FTX Trading Ltd.
69.
100% of the equity of FTX Exchange FZE is owned by FTX Europe AG.
70.
100% of the equity of FTX Hong Kong Ltd is owned by FTX Trading Ltd.
71.
100% of the equity of FTX Japan Holdings K.K. is owned by FTX
72.
100% of the equity of FTX Japan K.K. is owned by FTX Japan Holdings
73.
100% of the equity of FTX Japan Services KK is owned by FTX Japan
74.
100% of the equity of FTX Lend Inc. is owned by West Realm Shires Inc.
75.
100% of the equity of FTX Marketplace, Inc. is owned by West Realm
76.
100% of the equity of FTX Products (Singapore) Pte Ltd is owned by FTX
77.
100% of the equity of FTX Property Holdings Ltd is owned by FTX
78.
100% of the equity of FTX Services Solutions Ltd. is owned by FTX
Trading Ltd.
Trading Ltd.
K.K.
Holdings K.K.
Shires Inc.
Trading Ltd.
Trading Ltd.
Trading Ltd.
-6-Page 19 Case 22-11067
Doc 1
Filed 11/11/22
Page 19 of 23
79.
100% of the equity of FTX Structured Products AG is owned by FTX
80.
100% of the equity of FTX Switzerland GmbH is owned by FTX Europe
81.
100% of the equity of FTX Trading GmbH is owned by FTX Trading Ltd.
82.
Approximately 75% of FTX Trading Ltd. is owned by Paper Bird Inc.,
Europe AG.
AG.
and approximately 25% is owned by third party investors.
83.
100% of the equity of FTX TURKEY TEKNOLOJİ VE TİCARET
ANONİM ŞİRKET is owned by FTX Trading Ltd.
84.
100% of the equity of FTX US Derivatives LLC is owned by Ledger
85.
100% of the equity of FTX US Services, Inc. is owned by West Realm
Holdings Inc.
Shires Services Inc.
86.
100% of the equity of FTX US Trading, Inc. is owned by West Realm
Shires Services Inc.
87.
100% of the interest in FTX Vault Trust Company is held by Digital
88.
100% of the equity of FTX Ventures Ltd is owned by Paper Bird Inc.
89.
100% of the equity of FTX Ventures Partnership is owned by FTX
90.
100% of the equity of FTX Zuma Ltd is owned by FTX Trading Ltd.
91.
100% of the equity of GG Trading Terminal Ltd is owned by FTX
Custody Inc.
Ventures Ltd.
Trading Ltd.
-7-Page 20 Case 22-11067
Doc 1
Filed 11/11/22
Page 20 of 23
92.
100% of the equity of Global Compass Dynamics Ltd. is owned by FTX
93.
100% of the equity of Good Luck Games, LLC. is owned by West Realm
94.
100% of the equity of Goodman Investments Ltd is owned by Alameda
Trading Ltd.
Shires Inc.
Research Holdings Inc.
95.
100% of the equity of Hannam Group Inc is owned by Alameda Research
96.
100% of the equity of Hawaii Digital Assets Inc. is owned by West Realm
97.
There is no parent corporation or publically held corporation that has been
LLC.
Shires Inc.
identified owning 10% or more of the equity of Hilltop Technology Services LLC.
98.
100% of the equity of Hive Empire Trading Pty Ltd is owned by FTX
99.
100% of the equity of Innovatia Ltd. is owned by FTX Trading Ltd.
100.
100% of the equity of Island Bay Ventures Inc is owned by Paper Bird
101.
100% of the equity of K-DNA Financial Services Ltd is owned by FTX
102.
100% of the equity of Killarney Lake Investments Ltd is owned by
Trading Ltd.
Inc.
Europe AG.
Alameda Research Holdings Inc.
103.
100% of the equity of Ledger Holdings Inc. is owned by West Realm
Shires Inc.
-8-Page 21 Case 22-11067
104.
Doc 1
Filed 11/11/22
Page 21 of 23
100% of the equity of LedgerPrime Bitcoin Yield Enhancement Fund,
LLC is owned by Ledger Prime LLC.
105.
100% of the equity of LedgerPrime Bitcoin Yield Enhancement Master
Fund LP is owned by LedgerPrime Bitcoin Yield Enhancement Fund, LLC.
106.
100% of the equity of LedgerPrime Digital Asset Opportunities Fund,
LLC is owned by Ledger Prime LLC.
107.
100% of the equity of LedgerPrime Digital Asset Opportunities Master
Fund LP is owned by LedgerPrime Digital Asset Opportunities Fund, LLC.
108.
100% of the equity of Ledger Prime LLC is owned by Alameda Research
109.
100% of the equity of LedgerPrime Ventures, LP is owned by Ledger
110.
Approximately 50% of the equity of Liquid Financial USA Inc. is owned
LLC.
Prime LLC.
by FTX Japan Holdings K.K. and approximately 50% is owned by third party investors.
111.
100% of the equity of LiquidEX LLC is owned by Liquid Financial USA
112.
100% of the equity of Liquid Securities Singapore Pte Ltd is owned by
Inc.
FTX Trading Ltd.
113.
100% of the equity of LT Baskets Ltd. is owned by FTX Trading Ltd.
114.
100% of the equity of Maclaurin Investments Ltd. is owned by Alameda
115.
100% of the equity of Mangrove Cay Ltd is owned by FTX Trading Ltd.
Research Ltd.
-9-Page 22 Case 22-11067
116.
Doc 1
Filed 11/11/22
Page 22 of 23
100% of the equity of North Dimension Inc is owned by Alameda
Research LLC.
117.
100% of the equity of North Dimension Ltd is owned by Alameda
118.
100% of the equity of North Wireless Dimension Inc is owned by
Research Ltd.
Alameda Research LLC.
119.
There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Paper Bird Inc.
120.
100% of the equity of Pioneer Street Inc. is owned by West Realm Shires
121.
100% of the equity of Quoine India Pte Ltd is owned by FTX Japan K.K.
122.
100% of the equity of Quoine Pte Ltd is owned by FTX Japan Holdings
123.
100% of the equity of Quoine Vietnam Co. Ltd is owned by FTX Japan
124.
100% of the equity of SNG INVESTMENTS YATIRIM VE
Inc.
K.K.
K.K.
DANIŞMANLIK ANONİM ŞİRKETİ is owned by Alameda Research Ltd.
125.
100% of the equity of Strategy Ark Collective Ltd. is owned by Alameda
126.
100% of the equity of Technology Services Bahamas Limited is owned by
Research Ltd.
FTX Trading Ltd.
127.
100% of the equity of Tigetwit Ltd is owned by FTX Europe AG.
128.
100% of the equity of TransferZero is owned by BTC Africa S.A.
-10-Page 23 Case 22-11067
129.
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Filed 11/11/22
Page 23 of 23
100% of the equity of Verdant Canyon Capital LLC is owned by Alameda
Research LLC.
130.
100% of the equity of West Innovative Barista Ltd. is owned by FTX
131.
100% of the equity of West Realm Shires Financial Services Inc. is owned
Trading Ltd.
by West Realm Shires Inc.
132.
100% of the equity of West Realm Shires Services Inc. is owned by West
Realm Shires Inc.
133.
100% of the equity of Western Concord Enterprises Ltd. is owned by FTX
134.
100% of the equity of Zubr Exchange Ltd is owned by Innovatia Ltd.
Trading Ltd.
-11-
PDF Page 1
PlainSite Cover Page
PDF Page 2
Case 22-11067
Doc 1
Filed 11/11/22
Page 1 of 23
Fill in this information to identify the case:
United States Bankruptcy Court for the:
____________________ District of _________________
(State)
Case number (If known): _________________________ Chapter _____
Check if this is an
amended filing
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
06/22
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
1.
Debtor’s name
2.
All other names debtor used
in the last 8 years
Include any assumed names,
trade names, and doing business
as names
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
______________________________________________________________________________________________________
3.
Debtor’s federal Employer
Identification Number (EIN)
___ ___ – ___ ___ ___ ___ ___ ___ ___
4.
Debtor’s address
Principal place of business
Mailing address, if different from principal place
of business
______________________________________________
Number
Street
_______________________________________________
Number
Street
______________________________________________
_______________________________________________
P.O. Box
______________________________________________
City
State
ZIP Code
_______________________________________________
City
State
ZIP Code
Location of principal assets, if different from
principal place of business
______________________________________________
County
_______________________________________________
Number
Street
_______________________________________________
_______________________________________________
City
State
ZIP Code
5.
Debtor’s website (URL)
Official Form 201
____________________________________________________________________________________________________
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 1
PDF Page 3
Case 22-11067
Debtor
Doc 1
Filed 11/11/22
_______________________________________________________
Page 2 of 23
Case number (if known)_____________________________________
Name
6.
Type of debtor
Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
Partnership (excluding LLP)
Other. Specify: __________________________________________________________________
7.
Describe debtor’s business
A. Check one:
Health Care Business (as defined in 11 U.S.C. § 101(27A))
Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
Railroad (as defined in 11 U.S.C. § 101(44))
Stockbroker (as defined in 11 U.S.C. § 101(53A))
Commodity Broker (as defined in 11 U.S.C. § 101(6))
Clearing Bank (as defined in 11 U.S.C. § 781(3))
None of the above
B. Check all that apply:
Tax-exempt entity (as described in 26 U.S.C. § 501)
Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
___ ___ ___ ___
8.
Under which chapter of the
Bankruptcy Code is the
debtor filing?
Check one:
Chapter 7
Chapter 9
A debtor who is a “small business
debtor” must check the first subbox. A debtor as defined in
§ 1182(1) who elects to proceed
under subchapter V of chapter 11
(whether or not the debtor is a
“small business debtor”) must
check the second sub-box.
Chapter 11. Check all that apply:
The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
aggregate noncontingent liquidated debts (excluding debts owed to insiders or
affiliates) are less than $3,024,725. If this sub-box is selected, attach the most
recent balance sheet, statement of operations, cash-flow statement, and federal
income tax return or if any of these documents do not exist, follow the procedure in
11 U.S.C. § 1116(1)(B).
The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate
noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are
less than $7,500,000, and it chooses to proceed under Subchapter V of
Chapter 11. If this sub-box is selected, attach the most recent balance sheet,
statement of operations, cash-flow statement, and federal income tax return, or if
any of these documents do not exist, follow the procedure in 11 U.S.C.
§ 1116(1)(B).
A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing
for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
Chapter 12
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 2
PDF Page 4
Case 22-11067
Debtor
Doc 1
Filed 11/11/22
_______________________________________________________
Page 3 of 23
Case number (if known)_____________________________________
Name
9.
Were prior bankruptcy cases
filed by or against the debtor
within the last 8 years?
No
Yes. District _______________________ When _______________ Case number _________________________
MM / DD / YYYY
If more than 2 cases, attach a
separate list.
10.
Are any bankruptcy cases
pending or being filed by a
business partner or an
affiliate of the debtor?
District _______________________ When _______________ Case number _________________________
MM / DD / YYYY
No
Yes. Debtor _____________________________________________ Relationship _________________________
District _____________________________________________ When
List all cases. If more than 1,
attach a separate list.
11.
Why is the case filed in this
district?
__________________
MM / DD / YYYY
Case number, if known ________________________________
Check all that apply:
Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.
12.
Does the debtor own or have
possession of any real
property or personal property
that needs immediate
attention?
No
Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
Why does the property need immediate attention? (Check all that apply.)
It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.
What is the hazard? _____________________________________________________________________
It needs to be physically secured or protected from the weather.
It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
Other _______________________________________________________________________________
Where is the property?_____________________________________________________________________
Number
Street
____________________________________________________________________
_______________________________________
City
_______ ________________
State ZIP Code
Is the property insured?
No
Yes. Insurance agency ____________________________________________________________________
Contact name
____________________________________________________________________
Phone
________________________________
Statistical and administrative information
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 3
PDF Page 5
Case 22-11067
Debtor
Doc 1
Filed 11/11/22
_______________________________________________________
Page 4 of 23
Case number (if known)_____________________________________
Name
13.
Debtor’s estimation of
available funds
Check one:
Funds will be available for distribution to unsecured creditors.
After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
14.
Estimated number of
creditors
15.
Estimated assets
16.
Estimated liabilities
1-49
50-99
100-199
200-999
1,000-5,000
5,001-10,000
10,001-25,000
25,001-50,000
50,001-100,000
More than 100,000
$0-$50,000
$50,001-$100,000
$100,001-$500,000
$500,001-$1 million
$1,000,001-$10 million
$10,000,001-$50 million
$50,000,001-$100 million
$100,000,001-$500 million
$500,000,001-$1 billion
$1,000,000,001-$10 billion
$10,000,000,001-$50 billion
More than $50 billion
$0-$50,000
$50,001-$100,000
$100,001-$500,000
$500,001-$1 million
$1,000,001-$10 million
$10,000,001-$50 million
$50,000,001-$100 million
$100,000,001-$500 million
$500,000,001-$1 billion
$1,000,000,001-$10 billion
$10,000,000,001-$50 billion
More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17.
Declaration and signature of
authorized representative of
debtor
The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
petition.
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on _________________
MM / DD / YYYY
/s/ John J. Ray
_____________________________________________
_______________________________________________
Signature of authorized representative of debtor
Printed name
Title _________________________________________
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 4
PDF Page 6
Case 22-11067
Debtor
Doc 1
Filed 11/11/22
_______________________________________________________
Page 5 of 23
Case number (if known)_____________________________________
Name
18.
Signature of attorney
/s/ Adam G. Landis
_____________________________________________
Date
Signature of attorney for debtor
_________________
MM
/ DD / YYYY
_________________________________________________________________________________________________
Printed name
_________________________________________________________________________________________________
Firm name
, Suite 1800
_________________________________________________________________________________________________
Number
Street
____________________________________________________
City
____________ ______________________________
State
ZIP Code
(302) 467-4400
____________________________________
Contact phone
__________________________________________
landis@lrclaw.com
Email address
______________________________________________________ ____________
Bar number
State
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 5
PDF Page 7
Case 22-11067
Doc 1
Filed 11/11/22
Page 6 of 23
Fill in this information to identify the case and this filing:
Debtor Name __________________________________________________________________
United States Bankruptcy Court for the: ______________________ District of __________
(State)
Case number (If known):
_________________________
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors
12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit
this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document,
and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the
document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,
1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or
another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
Schedule H: Codebtors (Official Form 206H)
Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
Amended Schedule ____
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the
Largest Unsecured Claims and Are Not Insiders (Official Form 204)
Other document that requires a declaration__________________________________________________________________________________
I declare under penalty of perjury that the foregoing is true and correct.
Executed on ______________
MM / DD / YYYY
/s/ John J. Ray
_________________________________________________________________________
Signature of individual signing on behalf of debtor
________________________________________________________________________
Printed name
______________________________________
Position or relationship to debtor
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors
PDF Page 8
Case 22-11067
Doc 1
Filed 11/11/22
Page 7 of 23
ANNEX 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”)
filed a petition in the U.S. Bankruptcy Court for the District of Delaware for relief under Title 11
of the United States Code. The Debtors intend to move for joint administration of these cases
under the case number assigned to the Chapter 11 case of FTX Trading Ltd.
1.
Alameda Aus Pty Ltd
2.
Alameda Global Services Ltd.
3.
Alameda Research (Bahamas) Ltd
4.
Alameda Research Holdings Inc.
5.
Alameda Research KK
6.
Alameda Research LLC
7.
Alameda Research Ltd
8.
Alameda Research Pte Ltd
9.
Alameda Research Yankari Ltd
10.
Alameda TR Ltd
11.
Alameda TR Systems S. de R. L.
12.
Allston Way Ltd
13.
Altalix Ltd
14.
Analisya Pte Ltd
15.
Atlantis Technology Ltd.
16.
B for Transfer Egypt
17.
B Payment Services Nigeria
18.
B Transfer Services Ltd
19.
B Transfer Services Ltd. UAE
20.
B Transfer Services Uganda
21.
Bancroft Way Ltd
22.
BitPesa Kenya Ltd.
23.
BitPesa RDC SARL
24.
BitPesa Senegal Ltd.
25.
BitPesa South Africa
PDF Page 9
Case 22-11067
Doc 1
Filed 11/11/22
26.
BitPesa Tanzania Ltd.
27.
BitPesa Uganda Ltd.
28.
Bitvo, Inc.
29.
Blockfolio Holdings, Inc.
30.
Blockfolio, Inc.
31.
Blue Ridge Ltd
32.
BT Payment Services Ghana
33.
BT Payment Services South Africa
34.
BT Payments Uganda
35.
BT Pesa Nigeria Ltd.
36.
BTC Africa S.A.
37.
BTLS Limited Tanzania
38.
Cardinal Ventures Ltd
39.
Cedar Bay Ltd
40.
Cedar Grove Technology Services, Ltd
41.
Clifton Bay Investments LLC
42.
Clifton Bay Investments Ltd
43.
CM-Equity AG
44.
Corner Stone Staffing
45.
Cottonwood Grove Ltd
46.
Cottonwood Technologies Ltd.
47.
Crypto Bahamas LLC
48.
DAAG Trading, DMCC
49.
Deck Technologies Holdings LLC
50.
Deck Technologies Inc.
51.
Deep Creek Ltd
52.
Digital Custody Inc.
53.
Euclid Way Ltd
54.
Exchange 4 Free Seychellen
55.
Exchange 4Free Australia Br.
56.
Exchange 4Free Ltd.
Page 8 of 23
PDF Page 10
Case 22-11067
Doc 1
Filed 11/11/22
Page 9 of 23
57.
Exchange 4Free South Africa Br.
58.
Exchange 4Free Swiss Branch
59.
Finfax Company
60.
FTX (Gibraltar) Ltd
61.
FTX Canada Inc
62.
FTX Certificates GmbH
63.
FTX Crypto Services Ltd.
64.
FTX Digital Assets LLC
65.
FTX Digital Holdings (Singapore) Pte Ltd
66.
FTX EMEA Ltd.
67.
FTX Equity Record Holdings Ltd
68.
FTX Europe AG
69.
FTX Exchange FZE
70.
FTX Hong Kong Ltd
71.
FTX Japan Holdings K.K.
72.
FTX Japan K.K.
73.
FTX Japan Services KK
74.
FTX Lend Inc.
75.
FTX Marketplace, Inc.
76.
FTX Products (Singapore) Pte Ltd
77.
FTX Property Holdings Ltd
78.
FTX Services Solutions Ltd.
79.
FTX Structured Products AG
80.
FTX Switzerland GmbH
81.
FTX Trading GmbH
82.
FTX Trading Ltd
83.
FTX TURKEY TEKNOLOJİ VE TİCARET ANONİM ŞİRKET
84.
FTX US Derivatives LLC
85.
FTX US Services, Inc.
86.
FTX US Trading, Inc
87.
FTX Vault Trust Company
PDF Page 11
Case 22-11067
Doc 1
Filed 11/11/22
Page 10 of 23
88.
FTX Ventures Ltd
89.
FTX Ventures Partnership
90.
FTX Zuma Ltd
91.
GG Trading Terminal Ltd
92.
Global Compass Dynamics Ltd.
93.
Good Luck Games, LLC
94.
Goodman Investments Ltd.
95.
Hannam Group Inc
96.
Hawaii Digital Assets Inc.
97.
Hilltop Technology Services LLC
98.
Hive Empire Trading Pty Ltd
99.
Innovatia Ltd
100.
Island Bay Ventures Inc
101.
K-DNA Financial Services Ltd
102.
Killarney Lake Investments Ltd
103.
Ledger Holdings Inc.
104.
LedgerPrime Bitcoin Yield Enhancement Fund, LLC
105.
LedgerPrime Bitcoin Yield Enhancement Master Fund LP
106.
LedgerPrime Digital Asset Opportunities Fund, LLC
107.
LedgerPrime Digital Asset Opportunities Master Fund LP
108.
Ledger Prime LLC
109.
LedgerPrime Ventures, LP
110.
Liquid Financial USA Inc.
111.
LiquidEX LLC
112.
Liquid Securities Singapore Pte Ltd
113.
LT Baskets Ltd.
114.
Maclaurin Investments Ltd.
115.
Mangrove Cay Ltd
116.
North Dimension Inc
117.
North Dimension Ltd
118.
North Wireless Dimension Inc
PDF Page 12
Case 22-11067
Doc 1
Filed 11/11/22
Page 11 of 23
119.
Paper Bird Inc
120.
Pioneer Street Inc.
121.
Quoine India Pte Ltd
122.
Quoine Pte Ltd
123.
Quoine Vietnam Co. Ltd
124.
SNG INVESTMENTS YATIRIM VE DANIŞMANLIK ANONİM ŞİRKETİ
125.
Strategy Ark Collective Ltd.
126.
Technology Services Bahamas Limited
127.
Tigetwit Ltd
128.
TransferZero
129.
Verdant Canyon Capital LLC
130.
West Innovative Barista Ltd.
131.
West Realm Shires Financial Services Inc.
132.
West Realm Shires Services Inc.
133.
Western Concord Enterprises Ltd.
134.
Zubr Exchange Ltd
PDF Page 13
DocuSign Envelope ID: 245C6A4E-CB65-4118-9D31-D6631AE86C9A
Case 22-11067
Doc 1
Filed 11/11/22
Page 12 of 23
Omnibus Corporate Authority
I, Samuel Benjamin Bankman-Fried, as controlling owner, director, officer, manager or
other authorized person with respect to West Realm Shires Inc., Paper Bird Inc., Hilltop
Technology Services LLC, Cedar Grove Technologies Services, Ltd., FTX Trading Ltd,
Alameda Research LLC and Clifton Bay Investments LLC (the “Top Companies”), and all of
their directly and indirectly owned subsidiaries (together with the Top Companies, the “FTX
Group”), hereby authorize, instruct and consent to the following corporate actions with respect to
all members of the FTX Group:
(i)
the appointment of John J. Ray III (the “CEO”) as Chief Executive Officer with
plenary authority to exercise all powers and authority capable of delegation to an officer under
applicable law, including without limitation in connection with a voluntary filing for protection
from creditors under Title 11 of the United States Code and any restructuring and insolvencyrelated proceeding that may be appropriate or necessary, or may be commenced by third parties,
with respect to all members of the FTX Group;
(ii)
the execution and delivery of any agreements, documents or instruments the CEO
determines to be appropriate in connection with the foregoing;
(iii)
the retention of counsel and other advisors, and the execution and delivery of any
agreements, documents or instruments in connection with the foregoing;
(iv) the appointment of Stephen Neal (if willing to serve) as Chairman of the Board, to the
extent applicable law permits me to so designate him as such, and one to three other individuals chosen
by the CEO and not affiliated with me or the CEO as new directors of FTX Trading Ltd.;
(v)
the appointment of Stephen Neal (if willing to serve) as Chairman of the Board, to the
extent applicable law permits me to so designate him as such, and one to three other individuals chosen
by the CEO and not affiliated with me or the CEO as new directors of Alameda Research Ltd.;
(vi)
the appointment of Stephen Neal (if willing to serve) as Chairman of the Board, to the
extent applicable law permits me to so designate him as such, and one to three other individuals
chosen by the CEO and not affiliated with me or the CEO as new directors of West Realm Shires
Inc.;
(vii) if the CEO shall so determine, the appointment of one or more individuals chosen
by the CEO and not affiliated with me as director of other members of the FTX Group;
(iv)
the performance of any and all such acts as are reasonable, advisable, expedient,
convenient, proper or necessary to effect the foregoing.
It is my wish that the CEO consult with my counsel at Paul, Weiss, Rifkind, Wharton &
Garrison LLP with respect to the foregoing director appointments.
Date: November 10, 2022
____________________________
Samuel Benjamin Bankman-Fried
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CORPORATE OWNERSHIP STATEMENT
Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy
Procedure, FTX Trading Ltd., on behalf of itself and certain of its affiliates as debtors and
debtors-in-possession (collectively, the “Debtors”), respectfully represents:
1.
100% of the equity of Alameda Aus Pty Ltd is owned by Alameda
2.
100% of the equity of Alameda Global Services Ltd. is owned by
Research Ltd.
Alameda Research LLC.
3.
100% of the equity of Alameda Research (Bahamas) Ltd is owned by
Alameda Research Ltd.
4.
100% of the equity of Alameda Research Holdings Inc. is owned by
Alameda Research LLC.
5.
100% of the equity of Alameda Research KK is owned by Alameda
Research LLC.
6.
There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Alameda Research LLC.
7.
100% of the equity of Alameda Research Ltd is owned by Alameda
Research LLC.
8.
100% of the equity of Alameda Research Pte Ltd is owned by Alameda
9.
100% of the equity of Alameda Research Yankari Ltd is owned by
Research Ltd.
Alameda Research Ltd.
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10.
100% of the equity of Alameda TR Ltd is owned by Alameda Research
11.
100% of the equity of Alameda TR Systems S. de R. L. is owned by
Ltd.
Alameda Research Ltd.
12.
100% of the equity of Allston Way Ltd is owned by FTX Trading Ltd.
13.
100% of the equity of Altalix Ltd is owned by FTX Europe AG.
14.
100% of the equity of Analisya Pte Ltd is owned by FTX Trading Ltd.
15.
100% of the equity of Atlantis Technology Ltd. is owned by Alameda
Research Holdings Inc.
16.
100% of the equity of B For Transfer Egypt is owned by B Transfer
17.
Approximately 90% of B Payment Services Nigeria is owned by B
Services Ltd.
Transfer Services Ltd, and approximately 10% is owned by third party investors.
18.
100% of the equity of B Transfer Services Ltd is owned by BTC Africa
19.
100% of the equity of B Transfer Services Ltd. UAE is owned by B
S.A.
Transfer Services Ltd.
20.
100% of the equity of B Transfer Services Uganda is owned by B Transfer
21.
100% of the equity of Bancroft Way Ltd is owned by FTX Trading Ltd.
22.
100% of the equity of BitPesa Kenya Ltd. is owned by BTC Africa S.A.
23.
100% of the equity of BitPesa RDC SARL is owned by BTC Africa S.A.
24.
100% of the equity of BitPesa Senegal Ltd. is owned by BTC Africa S.A.
Services Ltd.
-2-
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25.
100% of the equity of BitPesa South Africa is owned by BTC Africa S.A.
26.
100% of the equity of BitPesa Tanzania Ltd. is owned by BTC Africa S.A.
27.
100% of the equity of BitPesa Uganda Ltd. is owned by BTC Africa S.A.
28.
100% of the equity of Bitvo, Inc is owned by FTX Canada Inc.
29.
100% of the equity of Blockfolio Holdings, Inc. is owned by FTX Trading
30.
Approximately 52% of the equity of Blockfolio, Inc. is owned by
Ltd.
Blockfolio Holdings, Inc., and approximately 48% is owned by third party investors.
31.
100% of the equity of Blue Ridge Ltd is owned by Alameda Research Ltd.
32.
Approximately 70% of BT Payment Services Ghana is owned by B
Transfer Services Ltd, and approximately 10% is owned by third party investors.
33.
100% of the equity of BT Payment Services South Africa is owned by B
Transfer Services Ltd.
34.
100% of the equity of BT Payments Uganda is owned by B Transfer
35.
100% of the equity of BT Pesa Nigeria Ltd. is owned by BTC Africa S.A.
36.
100% of the equity of BTC Africa S.A. is owned by FTX Europe AG.
37.
100% of the equity of BTLS Limited Tanzania is owned by B Transfer
38.
100% of the equity of Cardinal Ventures Ltd is owned by Alameda
39.
100% of the equity of Cedar Bay Ltd is owned by Alameda Research Ltd.
Services Ltd.
Services Ltd.
Research Ltd.
-3-
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There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Cedar Grove Technology Services, Ltd.
41.
There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Clifton Bay Investments LLC.
42.
100% of the equity of Clifton Bay Investments Ltd is owned by Clifton
Bay Investments LLC.
43.
Approximately 10% of the equity of CM-Equity AG is owned by FTX
Europe AG, and approximately 90% is owned by third party investors.
44.
100% of the equity of Corner Stone Staffing is owned by BTC Africa S.A.
45.
100% of the equity of Cottonwood Grove Ltd is owned by Alameda
46.
100% of the equity of Cottonwood Technologies Ltd is owned by
Research Ltd.
Alameda Research Ltd.
47.
100% of the equity of Crypto Bahamas LLC is owned by FTX Trading
48.
100% of the equity of DAAG Trading, DMCC is owned by FTX Europe
49.
There is no parent corporation or publically held corporation that has been
Ltd.
AG.
identified owning 10% or more of the equity of Deck Technologies Holdings LLC.
50.
100% of the equity of Deck Technologies Inc.is owned by Deck
Technologies Holdings LLC.
51.
100% of the equity of Deep Creek Ltd is owned by FTX Trading Ltd.
-4-
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52.
100% of the equity of Digital Custody Inc. is owned by West Realm
53.
100% of the equity of Euclid Way Ltd is owned by Alameda Research
54.
100% of the equity of Exchange 4 Free Seychellen is owned by Exchange
55.
100% of the equity of Exchange 4Free Australia Br is owned by Exchange
Shires Inc.
Ltd.
4Free Ltd.
4Free South Africa Br.
56.
100% of the equity of Exchange 4Free Ltd. is owned by BTC Africa S.A.
57.
100% of the equity of Exchange 4Free South Africa Br. is owned by
Exchange 4Free Ltd.
58.
100% of the equity of Exchange 4Free Swiss Branch is owned by
Exchange 4Free Australia Br.
59.
100% of the equity of Finfax Company is owned by BTC Africa S.A.
60.
100% of the equity of FTX (Gibraltar) Ltd is owned by FTX Trading Ltd.
61.
100% of the equity of FTX Canada Inc is owned by FTX Trading Ltd.
62.
100% of the equity of FTX Certificates GmbH is owned by FTX Europe
63.
100% of the equity of FTX Crypto Services Ltd. is owned by FTX
64.
100% of the equity of FTX Digital Assets LLC is owned by West Realm
AG.
Trading Ltd.
Shires Financial Services Inc.
-5-
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100% of the equity of FTX Digital Holdings (Singapore) Pte Ltd is owned
by FTX Trading Ltd.
66.
100% of the equity of FTX EMEA Ltd. is owned by FTX Trading Ltd.
67.
100% of the equity of FTX Equity Record Holdings Ltd is owned by FTX
68.
100% of the equity of FTX Europe AG is owned by FTX Trading Ltd.
69.
100% of the equity of FTX Exchange FZE is owned by FTX Europe AG.
70.
100% of the equity of FTX Hong Kong Ltd is owned by FTX Trading Ltd.
71.
100% of the equity of FTX Japan Holdings K.K. is owned by FTX
72.
100% of the equity of FTX Japan K.K. is owned by FTX Japan Holdings
73.
100% of the equity of FTX Japan Services KK is owned by FTX Japan
74.
100% of the equity of FTX Lend Inc. is owned by West Realm Shires Inc.
75.
100% of the equity of FTX Marketplace, Inc. is owned by West Realm
76.
100% of the equity of FTX Products (Singapore) Pte Ltd is owned by FTX
77.
100% of the equity of FTX Property Holdings Ltd is owned by FTX
78.
100% of the equity of FTX Services Solutions Ltd. is owned by FTX
Trading Ltd.
Trading Ltd.
K.K.
Holdings K.K.
Shires Inc.
Trading Ltd.
Trading Ltd.
Trading Ltd.
-6-
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79.
100% of the equity of FTX Structured Products AG is owned by FTX
80.
100% of the equity of FTX Switzerland GmbH is owned by FTX Europe
81.
100% of the equity of FTX Trading GmbH is owned by FTX Trading Ltd.
82.
Approximately 75% of FTX Trading Ltd. is owned by Paper Bird Inc.,
Europe AG.
AG.
and approximately 25% is owned by third party investors.
83.
100% of the equity of FTX TURKEY TEKNOLOJİ VE TİCARET
ANONİM ŞİRKET is owned by FTX Trading Ltd.
84.
100% of the equity of FTX US Derivatives LLC is owned by Ledger
85.
100% of the equity of FTX US Services, Inc. is owned by West Realm
Holdings Inc.
Shires Services Inc.
86.
100% of the equity of FTX US Trading, Inc. is owned by West Realm
Shires Services Inc.
87.
100% of the interest in FTX Vault Trust Company is held by Digital
88.
100% of the equity of FTX Ventures Ltd is owned by Paper Bird Inc.
89.
100% of the equity of FTX Ventures Partnership is owned by FTX
90.
100% of the equity of FTX Zuma Ltd is owned by FTX Trading Ltd.
91.
100% of the equity of GG Trading Terminal Ltd is owned by FTX
Custody Inc.
Ventures Ltd.
Trading Ltd.
-7-
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92.
100% of the equity of Global Compass Dynamics Ltd. is owned by FTX
93.
100% of the equity of Good Luck Games, LLC. is owned by West Realm
94.
100% of the equity of Goodman Investments Ltd is owned by Alameda
Trading Ltd.
Shires Inc.
Research Holdings Inc.
95.
100% of the equity of Hannam Group Inc is owned by Alameda Research
96.
100% of the equity of Hawaii Digital Assets Inc. is owned by West Realm
97.
There is no parent corporation or publically held corporation that has been
LLC.
Shires Inc.
identified owning 10% or more of the equity of Hilltop Technology Services LLC.
98.
100% of the equity of Hive Empire Trading Pty Ltd is owned by FTX
99.
100% of the equity of Innovatia Ltd. is owned by FTX Trading Ltd.
100.
100% of the equity of Island Bay Ventures Inc is owned by Paper Bird
101.
100% of the equity of K-DNA Financial Services Ltd is owned by FTX
102.
100% of the equity of Killarney Lake Investments Ltd is owned by
Trading Ltd.
Inc.
Europe AG.
Alameda Research Holdings Inc.
103.
100% of the equity of Ledger Holdings Inc. is owned by West Realm
Shires Inc.
-8-
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100% of the equity of LedgerPrime Bitcoin Yield Enhancement Fund,
LLC is owned by Ledger Prime LLC.
105.
100% of the equity of LedgerPrime Bitcoin Yield Enhancement Master
Fund LP is owned by LedgerPrime Bitcoin Yield Enhancement Fund, LLC.
106.
100% of the equity of LedgerPrime Digital Asset Opportunities Fund,
LLC is owned by Ledger Prime LLC.
107.
100% of the equity of LedgerPrime Digital Asset Opportunities Master
Fund LP is owned by LedgerPrime Digital Asset Opportunities Fund, LLC.
108.
100% of the equity of Ledger Prime LLC is owned by Alameda Research
109.
100% of the equity of LedgerPrime Ventures, LP is owned by Ledger
110.
Approximately 50% of the equity of Liquid Financial USA Inc. is owned
LLC.
Prime LLC.
by FTX Japan Holdings K.K. and approximately 50% is owned by third party investors.
111.
100% of the equity of LiquidEX LLC is owned by Liquid Financial USA
112.
100% of the equity of Liquid Securities Singapore Pte Ltd is owned by
Inc.
FTX Trading Ltd.
113.
100% of the equity of LT Baskets Ltd. is owned by FTX Trading Ltd.
114.
100% of the equity of Maclaurin Investments Ltd. is owned by Alameda
115.
100% of the equity of Mangrove Cay Ltd is owned by FTX Trading Ltd.
Research Ltd.
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100% of the equity of North Dimension Inc is owned by Alameda
Research LLC.
117.
100% of the equity of North Dimension Ltd is owned by Alameda
118.
100% of the equity of North Wireless Dimension Inc is owned by
Research Ltd.
Alameda Research LLC.
119.
There is no parent corporation or publically held corporation that has been
identified owning 10% or more of the equity of Paper Bird Inc.
120.
100% of the equity of Pioneer Street Inc. is owned by West Realm Shires
121.
100% of the equity of Quoine India Pte Ltd is owned by FTX Japan K.K.
122.
100% of the equity of Quoine Pte Ltd is owned by FTX Japan Holdings
123.
100% of the equity of Quoine Vietnam Co. Ltd is owned by FTX Japan
124.
100% of the equity of SNG INVESTMENTS YATIRIM VE
Inc.
K.K.
K.K.
DANIŞMANLIK ANONİM ŞİRKETİ is owned by Alameda Research Ltd.
125.
100% of the equity of Strategy Ark Collective Ltd. is owned by Alameda
126.
100% of the equity of Technology Services Bahamas Limited is owned by
Research Ltd.
FTX Trading Ltd.
127.
100% of the equity of Tigetwit Ltd is owned by FTX Europe AG.
128.
100% of the equity of TransferZero is owned by BTC Africa S.A.
-10-
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100% of the equity of Verdant Canyon Capital LLC is owned by Alameda
Research LLC.
130.
100% of the equity of West Innovative Barista Ltd. is owned by FTX
131.
100% of the equity of West Realm Shires Financial Services Inc. is owned
Trading Ltd.
by West Realm Shires Inc.
132.
100% of the equity of West Realm Shires Services Inc. is owned by West
Realm Shires Inc.
133.
100% of the equity of Western Concord Enterprises Ltd. is owned by FTX
134.
100% of the equity of Zubr Exchange Ltd is owned by Innovatia Ltd.
Trading Ltd.
-11-
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