Fluid Market, Inc., operating as Fluid Truck, converted its chapter 11 case to chapter 7 in September 2025, after a DIP-financed section 363 sale of substantially all assets to Kingbee Rentals — the only bidder — closed in December 2024 at a price of about $10 million and left the estate without enough cash to confirm a liquidating plan. The company had filed chapter 11 on October 16, 2024 in the U.S. Bankruptcy Court for the District of Delaware, citing a failed capital raise, weaker demand, and a drop in used-vehicle values, according to its filing announcement.
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, priced at 8.0% PIK interest with a 2% default rate and no commitment fees, maturing no later than December 31, 2024. The facility was contingent on executing a stalking-horse asset purchase agreement and funded the sale process. DIP lenders included Bison Capital Partners, Ingka Investments Ventures, Carbon Fleet, and Kingbee Rentals, with Bison serving as agent. The Interim DIP Order authorized $3.333 million of the new money on an interim basis pending final approval. The DIP agreement treated missed sale milestones as events of default, along with defaults tied to the Carbon Fleet forbearance, appointment of a trustee or examiner, or conversion of the cases.
Budget controls and carve-out. 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 budgeted professional fees, with a post-trigger cap of $100,000 in the interim order and $150,000 in the final order. Court filings granted the DIP lenders liens on substantially all assets and superpriority administrative claims, subject to the carve-out and existing prepetition liens, and modified the automatic stay to allow DIP remedies after default.
Bidding procedures and milestones. 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. The DIP milestones tracked that schedule: an interim DIP order within 3 business days of filing, a bid procedures motion within 10 business days, a final DIP order within 30 days, a bid procedures order within 40 days, qualified bids within 55 days, and a sale order within 60 days, with closing by December 31. Competing bids had to exceed the stalking-horse value plus expense reimbursement plus $250,000, include a cash deposit equal to 5% of the bid's aggregate cash and non-cash consideration (subject to increase at the debtors' discretion), and provide committed financing if not all-cash. The stalking-horse bidder could receive expense reimbursement capped at $487,350, while other bidders were barred from break-up fees.
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 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, and was effective immediately to support a prompt closing. External reporting put the transaction at about $10 million and described Kingbee as the sole bidder, with closing on December 20, 2024. SSG Capital Advisors served as investment banker and described the transaction as a credit-bid acquisition that closed in December 2024; in the same release SSG said Fluid Truck had raised more than $80 million before filing and secured DIP financing from Kingbee and investment partners to support the sale timeline.
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 agreement kept active rentals running and gave owners a path to recover vehicles after the sale. Its 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.
Debtors' Professionals and Epiq Claims Administration
Claims and noticing agent. The Claims Agent Motion approved Epiq Corporate Restructuring, LLC as claims and noticing agent effective the petition date, with duties including maintaining the claims register, operating a claims portal, serving notices, and processing proofs of claim. Court filings indicate a $25,000 retainer and monthly invoicing for services and expenses.
Chief restructuring officer. 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.
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. The official committee of unsecured creditors retained Dundon Advisers LLC as financial advisor effective November 1, 2024, with later fee applications showing ongoing monitoring of distributions and post-sale matters.
Peer-to-Peer Fleet Model and FVIP Program
Platform model and fleet. The First Day Declaration describes a peer-to-peer truck-sharing platform focused on last-mile delivery, operating in about 400 cities across 32 states with a fleet of roughly 5,500 vehicles. Nondebtor affiliates held most of the assets: about 2,000 company-owned vehicles sat with Carbon Fleet, LLC, roughly 3,500 vehicles were owned by third-party FVIP participants, and a 31-vehicle electric fleet was held by the Edison Coil funds. Fluid Market was the parent and Fluid Fleet Services the operating entity that contracted with vehicle owners under vehicle management agreements, leaving the debtors managing rentals, customer service, and maintenance while affiliates and third parties held the vehicles.
FVIP program and creditor base. FVIP owners signed vehicle management agreements authorizing the debtors to manage, rent, and maintain vehicles in exchange for a share of rental revenue — 20% of gross rentals on company-owned vehicles and 35% on FVIP vehicles. Court filings report about 300 active participants at the petition date, ranging from single-vehicle owners to fleets of more than 200 trucks, and roughly $12 million in FVIP-related obligations. Average monthly revenue in the nine months before filing was about $1.8 million, ranging from $1.4 million to $2.7 million.
Capital raises. Fluid Market launched a truck-sharing marketplace in 2018 and raised a $63 million Series A in 2021 led by Bison Capital, with participation from Ingka Investments and Sumitomo Corporation of Americas. The company raised more than $80 million in total before the filing.
Prepetition Capital Structure and Unsecured Claims
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 on certain payment rights. Carbon Fleet lenders agreed to a forbearance running through September 30, 2026.
Obligation
Amount / Status
Bridge loan
About $1.269 million, secured by all assets
Carbon Fleet facility
Limited guaranty; forbearance through Sept. 30, 2026
Edison Coil / Union Leasing
About $3.0 million, secured by UCC filing on payment rights
Trade vendor debt
About $26 million (unsecured)
FVIP obligations
About $12 million (unsecured)
Uninsured litigation claims
About $1.2 million (estimated)
Unsecured obligations and segregated proceeds. Court filings estimate about $26 million in trade vendor obligations and roughly $12 million owed to FVIP participants, plus uninsured litigation exposure of about $1.2 million; a class action was filed days before the petition 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, tied to FVIP owners' rights under their management agreements.
Liquidity squeeze. 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 2024 underperformance. Management warned the board that liquidity would run out during the week of October 5, 2024 absent a capital raise, and the board authorized exploration of a chapter 7 wind-down in mid-August after financing efforts stalled.
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, including an independent director to manage conflicts tied to the Kingbee transaction.
Date (2024)
Governance Action (Court Filings)
July 12
Board voted to terminate the founders, appoint a CRO, and create a restructuring committee
July 25
Restructuring committee appointed Avila as interim CEO
July 29
Majority common holders removed two directors and appointed two new directors
July 30
Reconstituted board voided July 12 actions, separated founders from employment, reappointed Avila as CRO, and dissolved the committee
August 14
Board reappointed Avila as interim CEO and removed founders as bank signatories
September 7
Independent director appointed to oversee the Kingbee transaction and DIP-related conflicts
Prepetition strategic alternative. Two weeks before filing, Fluid Truck and Kingbee announced a preliminary agreement to combine. Court filings indicate the debtors engaged SSG Advisors on September 20, 2024 to run a marketing process, contacted roughly 40 parties, and provided data-room access to eight, but did not secure new financing. The process led to a stalking-horse APA with Kingbee as the only signed deal.
Segregated Funds Dispute and Chapter 7 Conversion
Segregated funds reconciliation. The Reconciliation Motion describes segregated funds excluded from the sale — vehicle sale proceeds and certain insurance or damage claim proceeds — and proposed a distribution methodology. Vehicle sale proceeds would be distributed to vehicle owners on a last-in, first-out basis tied to the most recent unpaid proceeds; damage and insurance claim proceeds would be allocated between vehicle owners and the estates depending on claim status; and future damage proceeds would follow the same methodology. Distributions to owners could be made by ACH, returned distributions would be held in trust for 90 days before reverting to the estates, and proceeds otherwise payable to former majority equity holders would be held pending resolution of estate claims.
Damage-claim fee schedule. Court filings describe a damage-claim fee structure of a $105 base fee per claim plus 18% of gross proceeds for claims of $1,000 or more. For total-loss claims, proceeds above what the debtors' normal-course methodology would have paid 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 objection deadline and a September 5 hearing, and the court entered the Conversion Order on September 8, 2025, effective 14 days after entry.
Chapter 7 conversion order entered (effective 14 days later)
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.
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 transaction was priced at about $10 million, closed on December 20, 2024, and drew no competing bidders.
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.
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.
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.
eight-figure cash losses in 2022 and 2023 https://businessden.com/2024/10/22/fluid-truck-bankrupt-after-ambitious-growth-strategy-led-to-eight-figure-losses/
board removed the sibling co-founders https://techcrunch.com/2024/08/28/fluid-trucks-board-ousted-its-sibling-co-founders-amid-allegations-of-mismanaging-funds/
SSG Capital Advisors https://www.abladvisor.com/press-releases/2023/news/40017/ssg-advises-fluid-truck-in-the-sale-of-substantially-all-assets-to-kingbee-rental
raised a $63 million Series A https://www.prnewswire.com/news-releases/fluid-truck-closes-63-million-series-a-round-led-by-bison-capital--joined-by-ingka-investments--sumitomo-corporation-of-americas-301238431.html
about $34.5 million in liabilities and about $76 million in assets https://www.denverpost.com/2024/12/03/fluid-truck-leaves-denver-offices-bankruptcy/
announced a preliminary agreement to combine https://www.businesswire.com/news/home/20241003668568/en/Fluid-Truck-and-Kingbee-Vans-Partner-to-Meet-Growing-Demand-in-Last-mile-Logistics
This article was researched and written with AI assistance, using court filings, public records, and news sources. AI-generated content can contain errors. Verify all information against primary sources before relying on it. This is not legal or financial advice. See the disclaimer.