The key provisions of the Plan include a meaningful distribution of Celsius’ liquid cryptocurrency to account holders on the Plan’s effective date (or as soon as reasonably practicable thereafter), settlements with the Custody and Withhold groups, and the creation of a new public, regulatorily compliant, reporting company (“NewCo”), that will manage Celsius’ illiquid assets, including Celsius’ institutional loan portfolio, mining business, and alternative investments for the benefit of account holders. Under the Plan, Celsius’ account holders will own 100% of the new equity in NewCo (subject to dilution by the equity to be distributed to Fahrenheit as management fees). NewCo will be overseen by a new Board of Directors, a majority of which will be appointed by creditors.

The Plan will distribute hundreds of millions of dollars of additional liquid cryptocurrency compared to the prior “stalking horse” bid that set the floor for the auction, and the management fees to be paid to Fahrenheit were also reduced by hundreds of millions of dollars compared to the stalking horse bid. The winning bid also provides attractive offers for Celsius to immediately energize its mining rigs that are currently inactive and for NewCo to build its mining business over time.

“We are very pleased that our competitive auction process produced a positive result for customers, including, most prominently, hundreds of millions of dollars in lower management fee savings and increased liquid cryptocurrency distributions to Celsius’ customers. We appreciate the robust interest that the Celsius platform has received from competing bidders and look forward to working with Fahrenheit to expedite the restructuring and distribute recoveries to creditors,” said David Barse and Alan Carr, members of the Special Committee of the Board.

“The dynamic engagement in our auction provided us with excellent options for our exit from chapter 11. We are grateful for the collaboration of the Committee, and with our path now set, we are looking forward to enabling our customers to move forward from this process.”

Additionally, the Company confirmed that it has secured a backup bid with the Blockchain Recovery Investment Consortium, which, if required for any reason, would provide for the creation of a pure play, publicly traded mining business in which Celsius creditors will receive 100% of the equity interests with a potential management contract with GlobalXDigital and orderly winddown of Celsius’ remaining assets.

In the coming weeks, Celsius intends to negotiate and publicly file a plan sponsor agreement with Fahrenheit, a backup plan sponsor agreement with the BRIC, a revised chapter 11 plan, and a disclosure statement, all of which remain subject to bankruptcy court approval.

The terms of the winning bid by Fahrenheit and the backup bid with the BRIC can be found at https://cases.stretto.com/public/x191/11749/PLEADINGS/1174905252380000000034.pdf

Advisors

Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, C Street Advisory Group is serving as communications advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius.

White & Case LLP is serving as legal counsel, Perella Weinberg Partners is serving as investment banker, and M3 Partners is serving as financial advisor to the Committee.

Brown Rudnick LLP is serving as legal counsel to Fahrenheit, LLC.

Willkie Farr & Gallagher LLP is serving as legal counsel to the BRIC.

Additional Information about the Restructuring Process

Additional information about the chapter 11 filing, including Court documents, can be found at https://cases.stretto.com/celsius. Stakeholders with questions may call the Company’s Claims Agent, Stretto, at +1 (855) 423-1530 (U.S.) or +1 (949) 669-5873 (international) or email celsiusinquiries@stretto.com.