Ambri: Battery Startup Sells Assets in 363 Process and Confirms Liquidating Plan

Ambri Inc., a pre-revenue developer of long-duration grid storage batteries based on liquid metal technology developed at MIT, filed for chapter 11 in the District of Delaware on May 5, 2024, after a Series F fundraising effort targeting $300 million did not close. The First Day Declaration described approximately $2 million in cash at filing and approximately $27.1 million in secured debt.

The chapter 11 case resulted in a 363 sale of substantially all assets to Ambri Acquisition, LLC through a $9.5 million credit bid by the DIP lender consortium, approved by the Sale Order. After the sale closed on July 31, 2024, the selling debtor—renamed "Old Mbria Inc."—confirmed a Liquidating Plan with a $1.5 million opt-in settlement pool for general unsecured creditors. Non-participating holders received no distribution.

Business Profile and Distress Drivers

Company and technology. Ambri grew out of research by MIT materials science professor Donald Sadoway on liquid metal batteries designed for long-duration, stationary grid storage. The company's assets consisted primarily of intellectual property, prototypes, and manufacturing process know-how rather than revenue-generating operations. Industry reporting noted that moving from lab-scale to commercial manufacturing is the most capital-intensive phase for energy storage companies, and several experienced distress during the same period.

Pre-filing distress. Ambri had been pursuing a Series F round aimed at raising $300 million to fund manufacturing plans, but the lead investor backed out late in the process. The financing failure led to workforce reductions in late 2023. The company had raised substantial capital over many years but exhausted available investor funding before the filing.

DIP Financing and 363 Sale Process

The debtor's secured lenders agreed to provide DIP financing to fund a court-supervised sale process. The Sale Motion requested authority to approve stalking horse terms and run bidding procedures. The court entered a Bidding Procedures Order approving a rapid schedule with a mid-summer sale hearing.

Secured debt position and DIP roll-up. The Final DIP Order includes admitted secured indebtedness of approximately $27.1 million as of the petition date. The DIP included roll-up mechanics that converted prepetition secured debt into postpetition DIP obligations.

DIP facility terms. The court entered interim and final orders authorizing a $9.5 million delayed-draw term facility. The interest rate was 15.00% per annum, payable in kind, with a default rate of 2.00% above the non-default rate. A funding fee of 1.00% of funded term loans was also payable in kind. The maturity date was defined as 90 days after closing, with early termination triggers including consummation of a 363 sale or substantial consummation of a confirmed plan.

Bidding procedures and sale schedule. The Bidding Procedures Order established a June bid deadline, a June auction date, an early July hearing, and a July 11 consummation deadline. The stalking horse structure did not include a breakup fee or expense reimbursement.

Sale order. The court entered a Sale Order on July 11, 2024, approving a $9.5 million credit bid of DIP obligations. The order included "free and clear" findings under section 363(f) and "good faith purchaser" findings under section 363(m).

In parallel, the company described the sale as a transaction with a lender consortium that had supported Ambri prepetition. In a post-sale announcement, the company stated that the lender consortium’s bid was selected after a competitive process and that the restructured company would receive additional capital contributions. The same announcement described management changes, including the appointment of David Bradwell as chief executive officer and Donald Sadoway continuing as chief scientific advisor.

The buyer continued development of the technology with new capital contributions. David Bradwell was appointed CEO and Donald Sadoway continued as chief scientific advisor. Sector reporting noted Ambri batteries had been operating at a Microsoft data center since 2022.

Plan Structure and Post-Effective Administration

The selling debtor, renamed "Old Mbria Inc.," proceeded through confirmation of a liquidating plan.

Opt-in settlement pool. The plan included a $1.5 million Global Settlement Amount in cash. Holders of general unsecured claims had to opt in by November 6, 2024 to become "Participating GUC Holders" and receive distributions. Non-participating holders received no distribution. The Confirmation Order treated the third-party releases as consensual, tied to an opt-in checkbox. The court found that holders received due notice and an opportunity to opt in, and that the settlement provided consideration for the release structure.

Bar dates and post-effective deadlines. The general bar date was September 3, 2024, and the governmental bar date was November 1, 2024. The plan became effective on December 5, 2024. The Effective Date Notice set January 6, 2025 as the final administrative claim bar date and rejection damages claim deadline, and January 20, 2025 as the deadline for final professional fee claims.

Plan administrator. Triple P RTS, LLC, which had also served as the debtor's restructuring advisor, was appointed plan administrator under the Plan Supplement with authority to administer plan assets and the settlement pool, reconcile and object to claims, prosecute retained causes of action, and manage estate wind-down. Compensation was set at standard hourly rates. The plan administration agreement provided that upon resignation or removal, the secured parties could appoint a replacement plan administrator.

Professional Fees and Key Advisors

The court approved final fee applications for the period through December 5, 2024: approximately $713,176 to Potter Anderson & Corroon LLP (local counsel), approximately $763,179 to Triple P RTS, LLC, approximately $20,354 to Epiq Corporate Restructuring, LLC, and approximately $619,757 to Pachulski Stang Ziehl & Jones LLP (committee counsel, from May 21, 2024).

A post-confirmation report for the quarter ending September 30, 2025 indicated the case was not yet at a final decree stage. The plan administrator obtained extensions of the claims objection deadline, first to December 1, 2025, and then to June 1, 2026.

Key professionals. The court entered retention orders for Goodwin Procter LLP as restructuring counsel, Potter Anderson & Corroon LLP as local counsel, Triple P RTS, LLC as restructuring advisor, and Triple P Securities, LLC as investment banker. Epiq Corporate Restructuring, LLC was approved as claims and noticing agent with a $25,000 retainer, and later as administrative advisor.

Key Timeline

Frequently Asked Questions

When did Ambri file for chapter 11 bankruptcy?

Ambri filed chapter 11 petitions in the District of Delaware on May 5, 2024, and filed first day materials immediately thereafter.

Why did Ambri file for chapter 11?

A Series F fundraising effort targeting $300 million did not close after the lead investor backed out, leaving insufficient liquidity to fund manufacturing-scale plans. The First Day Declaration described the liquidity constraints and the decision to pursue a court-supervised sale process.

Who provided Ambri’s DIP financing and what were the key terms?

Ambri's prepetition secured stakeholders agreed to provide postpetition financing, and the court entered a Final DIP Order authorizing a $9.5 million DIP term facility. The DIP facility included a 15.00% interest rate payable in kind and a 1.00% PIK funding fee, along with roll-up mechanics that converted portions of prepetition secured indebtedness into DIP obligations.

What did Ambri sell in chapter 11 and who bought it?

Ambri sold substantially all assets through a section 363 process approved by the bankruptcy court. The purchaser was Ambri Acquisition, LLC, and the company publicly described the buyer as a lender-consortium-affiliated purchaser in connection with its completed sale.

What was the purchase price in Ambri’s 363 sale?

The Sale Order described consideration as a $9.5 million credit bid of certain obligations under the DIP term facility.

What happened to general unsecured creditors in Ambri’s chapter 11 case?

Ambri's Liquidating Plan described a $1.5 million settlement pool for general unsecured creditors, but distributions were limited to holders that opted in and became "Participating GUC Holders". The Confirmation Order treated the third-party releases as consensual and tied to opt-in mechanics, and the plan documents described that non-participants would receive no distribution.

When was Ambri’s plan confirmed and when did it become effective?

The court entered the Confirmation Order on November 19, 2024. The plan became effective on December 5, 2024.

What were the key post-effective deadlines (administrative claims, professional fees, and rejection claims)?

The effective date notice set January 6, 2025 as the final administrative claim bar date for certain post-closing administrative claims and as the deadline for certain rejection damages claims tied to deemed rejection of executory contracts. It set January 20, 2025 as the deadline for final professional fee claims for work performed and expenses incurred through the effective date.

Who is the claims agent for Ambri?

Epiq Corporate Restructuring, LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

Read more chapter 11 case research on the ElevenFlo blog.