Fluid Truck: $10M 363 Sale to Kingbee in Chapter 11

Fluid Market, Inc., operating as Fluid Truck, filed Chapter 11 on October 16, 2024 in the U.S. Bankruptcy Court for the District of Delaware. In its filing announcement, the company said a failed capital raise, weaker demand, and a drop in used-vehicle values left it without liquidity. BusinessDen reported eight-figure cash losses in 2022 and 2023 and a lost $15 million financing commitment, while TechCrunch reported that the board removed the sibling co-founders and installed a restructuring executive as interim CEO.

The case was structured as a DIP-financed Section 363 sale to Kingbee Rentals, and the sale closed in December 2024. The Denver Post reported a sale price of about $10 million and said Kingbee was the only bidder, while Kingbee later announced the acquisition and integration of Fluid Truck's platform and fleet footprint.

Restructuring and Section 363 Sale

DIP financing structure. The DIP Financing Motion describes a $7.0 million DIP facility that combined $5.731 million of new money with a $1.269 million roll-up of prepetition bridge advances. The DIP was priced at 8.0% PIK interest with a 2% default rate, carried no commitment or similar fees, and matured no later than December 31, 2024. The facility was contingent on executing a stalking-horse asset purchase agreement and was designed to fund the sale process and preserve administrative solvency. DIP lenders included Bison Capital Partners, Ingka Investments Ventures, Carbon Fleet, and Kingbee Rentals, with Bison serving as agent.

Milestones and default triggers. The DIP agreement set a series of deadlines tied to the sale process and treated missed milestones as events of default. Court filings also list events of default tied to the Carbon Fleet forbearance, appointment of a trustee or examiner with expanded powers, or conversion of the cases, along with a failure to finalize a servicing agreement connected to the sale.

The Interim DIP Order authorized $3.333 million of the new money commitment on an interim basis pending final approval.

Budget controls and carve-out protections. The interim DIP order adopted a 13-week approved budget and required weekly funding of a professional fees account; the Final DIP Order replaced it with a 10-week budget and added variance reporting and committee notice for budget changes. The carve-out covered U.S. Trustee and clerk fees, trustee fees up to $50,000, and professional fees capped by the budget, with a post-trigger cap of $100,000 in the interim order and $150,000 in the final order. After a carve-out trigger notice, the debtors were required to sweep available cash into the professional fees account until the carve-out was fully funded. The DIP documents also restricted the use of cash collateral and DIP proceeds to items in the approved budget, with weekly reconciliation to the budget for professional fee funding.

Collateral package and priority. Court filings granted the DIP lenders liens on substantially all assets and superpriority administrative claims, subject to the carve-out and existing prepetition liens. The orders also modified the automatic stay to allow DIP remedies after defaults, reflecting the short runway built into the sale milestones.

Bidding procedures and bid protections. The Bidding Procedures Order set a December 9 bid deadline, a December 11 auction if competing bids emerged, and a December 13 sale hearing, with sale and assumption/assignment objections due December 6. Competing bids had to exceed the stalking-horse value plus expense reimbursement plus $250,000 and include a 10% deposit. Qualified bids were required to be unconditional, supported by committed financing if not all-cash, and irrevocable through the sale process. The stalking-horse bidder could receive expense reimbursement capped at $487,350, while other bidders were barred from break-up fees or similar payments and had to present fully financed, unconditional offers.

Contract assumption and cure process. The bidding procedures order approved a process for assumption and assignment of executory contracts and leases, including notice to counterparties and a December 6 objection deadline for cure amounts and adequate assurance. Court filings describe the assumption and assignment framework as an integral part of the sale, with the buyer required to provide adequate assurance of future performance for any contracts it elected to assume.

Sale order and closing. The Sale Order authorized a transfer of substantially all assets to Kingbee Rentals free and clear of interests, with assumed liabilities defined in the APA, and included a good-faith purchaser finding under section 363(m). The order approved assumption and assignment of specified executory contracts and leases, subject to cure and adequate assurance requirements, and made the order effective immediately to support a prompt closing under court supervision. External reporting put the transaction at about $10 million and described Kingbee as the sole bidder, with the closing on December 20, 2024. sale price of about $10 million sale motion sought approval of a $10 million deal

SSG Capital Advisors later said it served as investment banker for the Section 363 sale and described the transaction as a credit-bid acquisition that closed in December 2024. SSG advised the sale

In that release, SSG described Fluid Truck as an on-demand commercial vehicle sharing platform with a national footprint and noted that the company had raised more than $80 million before the filing. SSG also said the debtors secured DIP financing from Kingbee and investment partners to support the sale timeline, underscoring that the process was structured around a quick close rather than a stand-alone reorganization. investment banker release

Transition services agreement. The debtors filed a Transition Services Motion so Kingbee could administer vehicles owned by FVIP participants who did not enter new agreements with the buyer. The TSA was designed to cover the transition period for those vehicles, keep active rentals running, and give owners a path to recover vehicles after the sale. The agreement’s term ran through the later of March 20, 2025 or 60 days after a chapter 7 conversion, with the purchaser bearing costs and receiving management fees under the legacy vehicle management agreements. Court filings also state the TSA allowed the buyer to use certain shared data and systems to complete transition work and required commercially reasonable performance of those services.

Case Administration and Professionals

Claims and noticing agent. The Claims Agent Motion approved Epiq Corporate Restructuring, LLC as claims and noticing agent effective the petition date. Epiq’s duties included maintaining the claims register, operating a claims portal, serving notices, processing proofs of claim, tracking claim transfers, and providing public access to filed claims. Court filings indicate a $25,000 retainer and monthly invoicing for services and expenses.

Chief restructuring officer and interim leadership. The CRO Retention Application authorized Paladin Management Group, LLC to provide a chief restructuring officer, with T. Scott Avila serving as CRO and interim CEO. The retention covered restructuring strategy, cash management, stakeholder negotiations, and communications, with compensation subject to monthly fee applications and additional court approval for any success fees.

Debtors' counsel and committee advisors. The Debtors' Counsel Retention authorized Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel effective the petition date, with hourly rates subject to court oversight. Court filings list partner and of-counsel rates in the four-figure range, with associates and paraprofessionals billed at lower tiers. The official committee of unsecured creditors retained Dundon Advisers LLC as financial advisor on an hourly basis effective November 1, 2024, with published hourly rates by role and expense reimbursement, and later fee applications in the docket show ongoing monitoring of distributions and post-sale matters.

Business Overview and Platform Economics

Platform model and footprint. The First Day Declaration describes a peer-to-peer truck-sharing platform focused on last-mile delivery. The company operated in about 400 cities across 32 states and managed a fleet of roughly 5,500 vehicles. Fleet composition included about 2,000 company-owned vehicles held by a nondebtor affiliate, roughly 3,500 FVIP vehicles owned by third parties, and a small electric-vehicle fleet held by nondebtor affiliates. The platform offered app-based, 24/7 access and bundled services such as vehicle registrations, insurance claims handling, minor repairs, and telematics.

Court filings also describe the service as supporting on-demand commercial rentals for small businesses and delivery operators, with telematics and centralized fleet management intended to keep vehicles available across a wide geographic footprint.

Affiliate structure and service model. Court filings describe Fluid Market as the parent entity and Fluid Fleet Services as the operating entity that contracted with vehicle owners under vehicle management agreements. Nondebtor affiliates held substantial vehicle assets, while the debtors managed rentals, customer service, and maintenance coordination. The debtors leased parking lots in more than 60 cities to support vehicle availability and staging.

Revenue economics. The debtors earned administrative fees based on a revenue split of gross rental fees, with a 20% share on company-owned vehicles and a 35% share on FVIP vehicles. Court filings also identify booking fees, platform fees, maintenance program fees, and disposition fees as potential revenue sources. Average monthly revenue during the last nine months before filing was about $1.8 million, with a range of $1.4 million to $2.7 million.

FVIP participation mechanics. FVIP owners signed vehicle management agreements authorizing the debtors to manage, rent, and maintain vehicles in exchange for a share of rental revenue. Court filings say FVIP participants ranged from single-vehicle owners to fleets of 200+ trucks, and the debtors reported about 300 active participants at the petition date.

Vehicle management obligations. Under the VMAs, Fleet Services handled vehicle supervision, rentals, maintenance, and claims administration for FVIP owners, while owners supplied the vehicles and shared in rental proceeds. Court filings describe this structure as the core of the peer-to-peer model and a key driver of the company’s creditor base at filing, given the scale of FVIP obligations.

Launch and pivot. Fluid Market launched a truck-sharing marketplace in 2018 with cargo vans, box trucks, and pickup trucks available on hourly-to-monthly terms. It later narrowed inventory to trucks and cargo vans as it focused on commercial vehicle rentals. 2018 launch announcement pivoted to trucks and cargo vans

The launch announcement described app-based access with 24/7 availability and rental periods ranging from hourly to monthly, positioning the platform as a flexible alternative to traditional rental fleets. Those product features became core elements of the company’s later last-mile delivery pitch and helped support the expansion to hundreds of cities.

Growth phase and capital raises. In 2021, Fluid Truck raised a $63 million Series A led by Bison Capital with participation from Ingka Investments and Sumitomo Corporation of Americas. The company reported 2020 growth metrics and expansion plans, including rapid increases in revenue, users, and vehicles, a headcount of roughly 150 at the time, and plans to expand to 50+ markets. raised a $63 million Series A 2020 growth metrics

Facilities and operations. Court filings list a Denver headquarters and additional offices in Portland, Salt Lake City, Seattle, and Buenos Aires, with leased parking lots in 60+ major U.S. cities. During the bankruptcy, the company abandoned its Denver office and warehouse and moved to a smaller coworking footprint; local reporting described the exit from a 52,500-square-foot portion of a 100,000-square-foot office building. abandoned its Denver office and warehouse

Capital Structure and Creditor Issues

Prepetition secured and priority obligations. Court filings identify a $1.269 million bridge loan secured by an all-assets lien, a limited guaranty tied to a Carbon Fleet credit facility, and a separate Edison Coil obligation secured by a UCC filing related to certain payment rights. Carbon Fleet lenders agreed to a forbearance arrangement running through September 30, 2026.

Unsecured obligations. Court filings estimate about $26 million in trade vendor obligations and roughly $12 million owed to FVIP participants. The debtors also estimated uninsured litigation exposure of about $1.2 million, and a class action was filed days before the petition date over vehicle sale proceeds and insurance claims.

Court filings also describe a segregated pool of vehicle sale proceeds and insurance claim proceeds that became a core post-sale issue for creditor distributions. The dispute over those proceeds tied directly to the FVIP program and to vehicle owners' rights under their management agreements, which later drove the reconciliation and distribution methodology approved in the case.

Reported balance sheet. External reporting cited about $34.5 million in liabilities and about $76 million in assets, largely comprised of tax loss assets. reported liabilities and assets The BusinessDen report on the filing said the company acknowledged owing at least $50 million to more than 1,000 creditors. at least $50 million to more than 1,000 creditors

The scale of the creditor base reflected the platform’s mixed fleet model and vendor network, with trade creditors, vehicle owners, and financing counterparties all asserting claims at filing.

Events Leading to the Filing

Liquidity squeeze and used-vehicle values. Court filings describe a liquidity crisis after a $15 million financing commitment fell through and used-vehicle values declined, undermining expected resale proceeds. The debtors reported cash losses of about $18.7 million in 2022 and $20.6 million in 2023 and said weaker demand and cost control issues drove underperformance in 2024. cash losses in 2022 and 2023

Liquidity runway and board deliberations. Court filings state that management warned the board that liquidity would run out during the week of October 5, 2024 if no capital raise closed, and the board authorized exploration of a Chapter 7 wind-down in mid-August after financing efforts stalled. The filings also describe the appointment of a special committee and an independent director to oversee the Kingbee transaction and related conflicts as the company moved toward a sale.

Governance and leadership changes. The board removed the sibling co-founders from executive roles in mid-2024, installed Scott Avila as interim CEO, and formed special committees to oversee restructuring decisions. Court filings detail a sequence of board actions in July and August 2024, including a reconstitution of the board, removal of founders as bank signatories, and the appointment of an independent director to manage conflicts tied to the Kingbee transaction. board ousted the sibling co-founders leadership shakeup and layoffs

Prepetition strategic alternative. Two weeks before the bankruptcy filing, Fluid Truck and Kingbee announced a preliminary agreement to combine, pointing to rising capital needs in last-mile logistics fleets. Court filings indicate the debtors engaged SSG Advisors on September 20, 2024 to run a marketing process, contacted roughly 40 potential parties, and provided data room access to eight parties, but did not secure new financing. The process ultimately led to a stalking-horse APA with Kingbee as the only signed deal. preliminary agreement to combine

Post-Sale Administration and Chapter 7 Conversion

Segregated funds reconciliation. The Reconciliation Motion describes segregated funds excluded from the sale, including vehicle sale proceeds and certain insurance or damage claim proceeds. The debtors proposed a reconciliation and distribution methodology that used a last-in, first-out approach for vehicle sale proceeds, allocated damage claim proceeds between vehicle owners and the estates based on claim status, and held amounts otherwise payable to former majority equity holders pending resolution of estate claims.

Court filings also indicate that distributions to vehicle owners could be made by ACH where available, that returned distributions would be held in trust for 90 days before reverting to the estates, and that certain proceeds otherwise payable to former majority equity holders would be held pending resolution of potential estate claims. For damage claims, the debtors described a fee structure that included a base fee and a percentage fee for larger claims, with excess proceeds from total loss claims potentially allocated to the estates.

Court filings further describe the damage-claim fee schedule as a $105 base fee per claim plus 18% of gross claim proceeds for claims of $1,000 or more, with the estates retaining amounts tied to unresolved or fully resolved claims depending on claim status. For total-loss claims, proceeds above the amount that would have been paid under the debtors' normal course methodology were allocated to the estates, while vehicle owners received proceeds tied to their vehicles and VMA rights.

Conversion to Chapter 7. On August 8, 2025, the debtors filed a Motion to Convert to Chapter 7, citing the inability to fund a liquidating plan, limited remaining assets, and ongoing administrative expenses. The motion set an August 22, 2025 objection deadline and a September 5, 2025 hearing, and the court entered the Conversion Order on September 8, 2025, effective 14 days after entry.

Key Timeline

Frequently Asked Questions

Why did Fluid Truck file for Chapter 11?

The company cited a liquidity shortfall after a failed capital raise, weaker demand, and a decline in used-vehicle values that impaired expected resale proceeds. Reporting also documented eight-figure losses in 2022 and 2023 and a $15 million financing commitment that fell through in 2024. eight-figure losses

Who bought Fluid Truck and for how much?

Kingbee Rentals was the stalking-horse bidder and the successful purchaser in the court-approved sale. The Denver Post reported a price of about $10 million and said the deal closed on December 20, 2024, with Kingbee as the sole bidder. about $10 million

What were the DIP financing terms?

The DIP facility totaled $7.0 million, including $5.731 million of new money and a $1.269 million roll-up, with 8.0% PIK interest, a 2% default rate, and a maturity no later than December 31, 2024. Court filings also set milestones tied to the sale timeline and imposed an approved budget with a professional fee carve-out.

How did the bidding procedures work?

The court set a December 9 bid deadline, a December 11 auction if competing bids emerged, and a December 13 sale hearing, with sale and cure objections due December 6. Competing bids had to exceed the stalking-horse value plus expense reimbursement plus $250,000, include a 10% deposit, and provide committed financing if not all cash.

What is the FVIP program?

The Fluid Vehicle Investor Program allowed third-party vehicle owners to place trucks on the platform under vehicle management agreements. Court filings list about 300 active participants and estimate about $12 million in FVIP-related obligations at the petition date, with the debtors managing rentals, maintenance, and claims in exchange for a revenue split.

What happened to employees?

The Denver Post reported that about 127 employees remained at the time of the office closure and that 113 employees transferred to Kingbee after the sale closed. 127 employees 113 employees transferred

Why did the case convert to Chapter 7?

In the August 8, 2025 motion to convert, the debtors said a liquidating plan was not feasible given administrative claims, limited remaining assets, and insufficient cash to fund a wind-down. The court entered the conversion order on September 8, 2025, effective 14 days later.

Who is the claims agent for Fluid Truck?

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

For more restructuring updates and case overviews, visit ElevenFlo's bankruptcy blog.