First Mode Holdings: $26M DIP and Cummins 363 Sale

First Mode Holdings, Inc., a Seattle-based decarbonization technology company that developed hybrid and hydrogen fuel cell systems for heavy-duty mining trucks and locomotives, filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on December 16, 2024. The filing came after Anglo American, which held an 81.4% controlling stake, terminated key agreements and ended funding in August 2024, a step the miner linked to a broader capital prioritization program. Court filings show the company entered the case with about $69.7 million of secured debt and roughly $27 million of trade debt, while GeekWire reported nearly $98 million in debt. The debtors obtained a priming DIP facility of up to $26 million from an Anglo affiliate, ran a section 363 sale process with Cummins as stalking horse, and confirmed a liquidating plan on March 26, 2025. The plan became effective March 31, 2025.

First Mode grew out of an engineering consultancy founded in 2018 and built retrofit powertrain systems intended to reduce diesel consumption in ultra-class haul trucks. Anglo American's 200 million equity investment in late 2022 valued the combined company at roughly a 1.5 billion valuation and included a long-term supply framework to retrofit about 400 ultra-class haul trucks over 15 years. The deal shifted leadership, with Julian Soles named CEO and founder Chris Voorhees moving into a product and technology role, and it set a capital-intensive road map that depended on continued support from a single customer and sponsor.

Debtor(s)	First Mode Holdings, Inc. (and Synchronous LLC)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-12794
Petition Date	December 16, 2024
Confirmation Date	March 26, 2025
Effective Date	March 31, 2025
DIP Facility	Up to $26 million priming term loan from an Anglo American affiliate
Sale Transaction	Cummins asset purchase for $15 million cash plus assumed liabilities
Plan Type	Liquidating plan with opt-in third-party release economics
General Bar Date	February 6, 2025
Governmental Unit Bar Date	June 13, 2025

Restructuring overview

First Mode entered chapter 11 with a financing package designed to fund a short sale process and a liquidation plan. An Anglo American affiliate provided a superpriority, priming DIP term loan facility capped at $26.0 million, with $6.625 million available at the interim order and the balance available after entry of a final order. The facility priced at three-month Term SOFR plus a 6.00% margin and a 0.26161% credit adjustment spread, with a 2.00% default rate, and matured on March 31, 2025. The DIP package granted liens on substantially all U.S. estate assets, including priming liens on prepetition collateral, and provided superpriority administrative expense status, with a professional fee carve-out and a 506(c) surcharge waiver. The DIP documentation also imposed budget compliance and milestone requirements tied to the sale process and plan path. Court filings further describe a separate $6.749 million delayed-draw funding commitment for solvent wind-down of certain non-debtor foreign affiliates.

The debtors filed bid procedures and stalking horse sale motions on the petition date, with Cummins named as stalking horse. The bid procedures order entered on January 17, 2025, and the sale order followed on February 6, 2025. The stalking horse agreement set a $15 million cash purchase price, adjusted by an approved expenditure amount and other purchase price adjustments, and contemplated assumption of certain liabilities connected to the purchased assets. Bid protections included a break-up fee equal to 3% of the purchase price and expense reimbursement up to $550,000. The sale order approved the transaction free and clear of liens and interests, authorized assumption and assignment of contracts, and included section 363(m) good-faith findings, with liens attaching to proceeds in the same priority to the extent applicable.

The restructuring concluded with a second amended joint plan of liquidation confirmed on March 26, 2025, and effective March 31, 2025. The plan funding mechanism centers on an Anglo American funding amount of about $28.87 million, subject to reductions for certain prepetition claim payments and excess committee professional fees. Only Class 4 general unsecured claims were entitled to vote, and the plan tied recoveries to opt-in third-party releases: participating general unsecured creditors who granted releases were projected to receive 100% recovery, while non-participating holders were slated for no distribution. The confirmation order approved the plan's settlement, release, and exculpation provisions, and the effective date notice appointed Neal P. Goldman of SAGE Capital Investments as plan administrator. Post-confirmation administration included a May 1, 2025 administrative claims bar date and a May 15, 2025 deadline for final professional fee applications, while a general claims bar date of February 6, 2025 and a governmental unit bar date of June 13, 2025 governed prepetition claim filings.

Claims administration steps were set early in the case. The bar date notice required most non-governmental creditors to file proofs of claim by February 6, 2025, while governmental units had until June 13, 2025. The notice also clarified that claims for goods delivered within 20 days of the petition date under section 503(b)(9) had to be asserted by the applicable bar date and that filing a proof of claim was sufficient to preserve those administrative priority claims. Administrative claims that were not 503(b)(9) claims were addressed later in the effective date notice, which set a May 1, 2025 deadline.

Company background and technology

First Mode began as a Seattle engineering consultancy formed in 2018 by Chris Voorhees, a NASA rover engineer with a background on the Spirit, Opportunity, and Curiosity projects. The early company was employee-owned and operated near Pike Place Market, with plans for a 45,000-square-foot manufacturing facility to support product build-out. By the time of the Anglo American investment, First Mode positioned itself as a decarbonization technology company that designs and manufactures hybrid battery systems and hydrogen fuel cell technologies for heavy-duty mining and rail applications.

Public descriptions of the company emphasize a multinational footprint. Wikipedia notes operations in Australia, Europe, North America, and South America, and Cummins' acquisition announcement highlighted activity in Australia, the United States, and Chile. The geographic distribution reflected both the location of mining customers and the supplier base for components, and it required coordinating engineering, manufacturing, and field service across multiple jurisdictions.

The company's product strategy focused on retrofit solutions, branded internally as a Path to Zero roadmap. Court filings describe three primary pathways: a hybrid electric vehicle (HEV) retrofit that pairs a regenerative battery pack with existing diesel platforms; a battery electric vehicle (BEV) architecture that replaces the diesel engine with additional battery capacity; and a fuel cell electric vehicle (FCEV) platform that swaps the diesel engine for a hydrogen fuel cell module. The HEV option was positioned as the near-term revenue pathway because it could reduce diesel consumption without full mine-site infrastructure buildouts.

Court filings describe a strategic pivot in July 2024 toward the HEV pathway as the primary near-term product focus. The filings cite hydrogen economics, including liquefaction costs and infrastructure timing, as reasons the FCEV timeline moved farther out. The HEV focus was paired with a reduced cost base and a narrower operational footprint, aligning the development plan with the company's reduced liquidity position after the August 2024 funding termination.

The hydrogen pathway was the primary technology milestone. First Mode said it designed and built the world's first proof-of-concept hydrogen fuel cell powerplant for an ultra-class haul truck, a project it described in its own engineering update. Built In Seattle reported the proof-of-concept truck operating at an Anglo American platinum mine in South Africa, reinforcing the company's focus on mining applications rather than on-road trucking or consumer vehicles. A broader three-year collaboration with Anglo American helped advance the technology platform and created a pipeline of fleet retrofits that anchored its commercial plan.

Anglo American relationship and distress drivers

First Mode's commercial trajectory was tied to Anglo American years before the chapter 11 filing. In 2021 the company signed a 13.5 million contract with Anglo American to develop green mining technologies, a relationship that laid the groundwork for the later equity investment. In December 2022 Anglo American announced a 200 million equity investment that would make it the majority owner; the transaction closed in early January 2023 with the company valued at roughly 1.5 billion. The investment package contemplated a global supply agreement to retrofit about 400 ultra-class haul trucks over 15 years and a leadership reorganization that included Julian Soles as CEO.

The equity investment expanded First Mode's reliance on Anglo American as its primary customer and capital provider. Court filings describe a series of key agreements: a supply agreement for hydrogen fuel cell retrofit kits and related services, a December 2023 HEV purchase order in which an Anglo entity agreed to fund $25 million of long-lead items, and a $150 million two-tranche secured revolving facility intended to provide operating liquidity. The purchase order payment was received in January 2024, and the company used a portion for supplier advances as it scaled component procurement.

Court filings indicate that roughly $1.1 million of the $25 million purchase order funds had been drawn for supplier advances when the August 2024 termination notices were delivered. The remainder of the deposit was held in an account that Anglo American later swept after sending the termination notices. The sweep removed a working-capital buffer that had been funding long-lead component purchases, and it accelerated the shift from a product commercialization plan to a sale and wind-down process.

The relationship reversed in August 2024. Court filings state that on August 20 Anglo American delivered termination notices ending the supply agreement and purchase order and terminating or accelerating the revolving facility, and that an Anglo entity swept the remaining purchase order funds after a small supplier draw. Public reporting linked the decision to Anglo American's capital prioritization program and a broader reassessment of funding priorities. International Mining reported that First Mode began evaluating strategic alternatives and received expressions of interest from potential buyers, but the termination left the company without its primary funding source. The filing framed the termination and fund sweep as the inflection point that forced a rapid move to a bankruptcy sale and liquidation plan.

Capital structure and DIP financing

Court filings indicate the company entered chapter 11 with prepetition secured debt under the Anglo American facility of not less than $69.7 million, plus accrued interest and fees, and approximately $27 million of trade debt. GeekWire reported nearly $98 million in debt, which aligns with the combined secured and trade balances described in court materials. The filing followed significant workforce contraction: First Mode reduced headcount from about 228 employees plus 23 temporary workers to roughly 66 employees retained to preserve technical know-how during the wind-down. The company maintained a global footprint with operations and subsidiaries in the United States, the United Kingdom, Australia, Chile, and South Africa, and the bankruptcy record notes that certain facilities were vacated as part of the wind-down.

The DIP facility provided liquidity to fund the sale process and plan confirmation. Anglo American's advisers described a DIP commitment of up to $26 million from an affiliate, and the DIP documentation provided for a delayed-draw term loan with a March 31, 2025 maturity. Pricing was three-month Term SOFR plus a 6.00% margin and a 0.26161% credit adjustment spread, with a 2.00% default rate. The facility granted superpriority liens on substantially all U.S. estate assets, including priming liens on prepetition collateral, and it carried budget compliance and milestone conditions tied to the auction and plan process. In addition to the DIP, court filings describe a separate $6.749 million funding commitment for the solvent wind-down of certain non-debtor foreign subsidiaries, a structure intended to avoid forcing those affiliates into insolvency proceedings in their local jurisdictions.

363 sale to Cummins

The debtors pursued a structured section 363 sale to monetize the technology platform and preserve core engineering assets. A marketing process described in industry reporting contacted 19 potential buyers, with nine signing NDAs and only Cummins submitting a binding bid. The company identified Cummins as stalking horse and sought bid protections designed to secure the initial offer while keeping the process open to higher or better bids.

The stalking horse agreement set a $15 million cash purchase price with customary adjustments. It included an approved expenditure amount, offsets for deposits, and other working-capital style adjustments, along with assumed liabilities tied to purchased assets. The bid protections included a break-up fee equal to 3% of the purchase price and expense reimbursement up to $550,000. The sale order approved the transaction free and clear of liens and interests, authorized assumption and assignment of designated contracts, and provided section 363(m) good-faith findings for the buyer.

Court filings describe the purchased asset package as broad and operationally focused. It included assigned contracts, intellectual property, inventory, equipment and machinery, certain employee and business records, transferable permits, and equity interests in First Mode Chile SpA, among other assets delineated in the asset purchase agreement and schedules. The transaction drew a customary line between assumed and excluded liabilities: obligations tied to assigned contracts and post-closing operations were generally assumed, while legacy liabilities remained with the estate unless expressly assumed.

Cummins' acquisition focused on core product lines and intellectual property. Charged EVs reported that Cummins acquired the First Mode brand, hybrid mining and rail product lines, and intellectual property, and that the deal covered operations in Australia, the United States, and Chile. The purchase structure preserved ongoing project continuity for mining customers while shifting future commercialization to Cummins, which already operates large industrial powertrain and battery businesses. The transaction closed in February 2025 following the sale order, and the remaining estate proceeded to implement a plan of liquidation funded by Anglo American.

Plan of liquidation and recoveries

The confirmed plan was a liquidating plan rather than an emergence structure. It provided for a plan administrator to wind down the estates, resolve claims, and distribute proceeds from the Anglo funding amount and sale proceeds. The plan funding amount was defined at $28,870,592, subject to reductions for certain prepetition claim payments unless reimbursed through the sale transaction and for committee professional fees above a $1.1 million cap. That funding amount was distinct from the DIP facility and the separate non-debtor wind-down commitment.

The plan's most consequential feature was its treatment of general unsecured creditors. Only Class 4 general unsecured claims were entitled to vote, and the plan conditioned distributions on opt-in third-party releases. Holders who granted releases were Participating GUC Holders and were slated to receive 100% recovery, while non-participating holders were projected to receive no distribution. The disclosure statement also included a post-effective date mechanism allowing certain creditors to submit a supplemental opt-in release form within 90 days after the effective date, reinforcing the linkage between recovery and release participation.

The confirmation order delegated broad authority to the plan administrator to implement the plan and wind down the estates without further court approval, subject to the plan's budget framework. Assumption and rejection mechanics were generally effective as of the effective date, except for contracts assumed or assigned under the sale transaction. This structure allowed the estate to move quickly from plan confirmation to post-confirmation claims resolution, with fewer incremental motions required for routine wind-down tasks.

The effective date notice set several post-confirmation deadlines and identified the plan administrator. Neal P. Goldman of SAGE Capital Investments was appointed as plan administrator, and the notice set a May 1, 2025 administrative claims bar date and a May 15, 2025 deadline for final professional fee applications. The notice also confirmed that the plan became effective on March 31, 2025, five days after entry of the confirmation order. This structure centralized post-confirmation administration under a single fiduciary and established a defined claims-processing timetable for remaining estate matters.

Key case timeline

Frequently Asked Questions

What did First Mode do?

First Mode built retrofit powertrain systems for heavy-duty mining and rail equipment, with a focus on hybrid battery systems and hydrogen fuel cell technologies. Its roadmap included hybrid electric retrofits intended to reduce diesel consumption and a hydrogen fuel cell platform for ultra-class haul trucks. The company highlighted its proof-of-concept hydrogen powerplant in a technology update, and Built In Seattle reported field testing at an Anglo American platinum mine in South Africa.

When did First Mode file chapter 11 and where was the case filed?

First Mode filed chapter 11 petitions on December 16, 2024, in the U.S. Bankruptcy Court for the District of Delaware. The cases proceeded on a fast track that emphasized a sale process and a liquidating plan rather than reorganization around ongoing operations.

What was Anglo American's investment and ownership position?

Anglo American invested 200 million in late 2022, valuing the company at about 1.5 billion, and the deal closed in early 2023. Public reporting described an 81.4% controlling stake and a supply agreement to retrofit roughly 400 ultra-class haul trucks over 15 years.

Why did funding end in August 2024?

Court filings state that Anglo American terminated the supply agreement, HEV purchase order, and the revolving credit facility on August 20, 2024, and swept remaining purchase order funds. International Mining linked the decision to Anglo American's capital prioritization program, and the loss of funding left the company without its primary liquidity source.

What did Cummins buy and for how much?

Cummins acquired First Mode assets through a bankruptcy sale for $15 million cash plus assumed liabilities and purchase price adjustments. Industry reporting said the marketing process contacted 19 potential buyers and that only Cummins submitted a binding bid. Charged EVs reported that Cummins acquired the First Mode brand and product lines along with operations in Australia, the United States, and Chile.

How much DIP financing did First Mode receive?

The debtors obtained a DIP term loan facility of up to $26 million from an Anglo American affiliate. A summary of the transaction described a commitment of up to $26 million, with $6.625 million available at the interim order and the remainder available after a final order.

How did the plan treat general unsecured creditors?

The confirmed plan conditioned general unsecured recoveries on opt-in third-party releases. Participating Class 4 general unsecured creditors who granted releases were projected to receive 100% recovery, while non-participating holders were projected to receive no distribution. The plan also provided a post-effective date mechanism for certain creditors to opt into releases within 90 days after the effective date.

What were the claims bar dates?

The general claims bar date was February 6, 2025, and the governmental unit bar date was June 13, 2025. The effective date notice later set a May 1, 2025 administrative claims bar date and a May 15, 2025 deadline for final professional fee applications.

Who is the claims agent for First Mode?

Omni Agent Solutions serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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