Takeoff Technologies: Customer-Funded Sale to Woolworths

Takeoff Technologies, Inc. filed chapter 11 in Delaware on May 30, 2024 after trying to scale robotic micro-fulfillment centers inside grocers without reaching sustainable volume. The filing was unusual because the company said it had no funded prepetition debt. Instead, a group of operating customers funded the bankruptcy through a customer-backed DIP, and one of those customers, Woolworths Group Limited, ultimately bought the business through a court-approved sale. Outside reporting described a Delaware chapter 11 filing, a bankruptcy process to sell assets, an e-grocery platform seeking a buyer, a chapter 11 filing after online-grocery demand cooled, and roughly $12.9 million of trade obligations.

The filing record shows why. The First Day Declaration says Takeoff expanded into a post-pandemic grocery market that grew more slowly than management expected, recorded operating losses in 2022 and 2023, failed to raise fresh capital, and still needed cash to keep key customer sites running while it marketed the platform. The DIP Motion fixed an accelerated sale timetable, the Sale Order approved Woolworths' credit bid, the combined plan and disclosure statement projected only a 1.9% recovery for general unsecured creditors, and the main case remained open into 2026 for claims reconciliation under Ankura Trust Company, LLC as plan administrator.

Debtor(s)	Takeoff Technologies, Inc. (six jointly administered debtors at filing)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-11106
Judge	Hon. Craig T. Goldblatt
Petition Date	May 30, 2024
Confirmation Date	December 20, 2024
Effective Date	December 30, 2024
DIP Facility	Up to $9.566 million customer-funded multiple-draw term loan

Growth Before the Filing

Takeoff launched in 2016 and marketed software-and-robotics systems for grocery micro-fulfillment. Expansion coverage showed the company still had outside growth momentum well before bankruptcy. It raised $25 million in Series C funding in 2019, Woolworths opened a first micro-fulfillment centre using Takeoff technology in 2020, and Hy-Vee announced a Takeoff rollout in October 2023.

The court record shows the business still had meaningful operating scale when it filed. The First Day Declaration says Takeoff ran 24 sites at filing, had more than 165 employees at that point, and had previously employed more than 300 people across eight countries and four continents. The same declaration identifies former grocery executives Jose Vicente Aguerrevere and Max Pedro as founders and describes a platform that combined proprietary software with robotics and third-party equipment to pick, pack, and route grocery orders.

That expansion story had already started to run into a tougher market. Grocery-sector coverage in 2022 said automated e-commerce fulfillment had become a tough sell for grocers, and commentary after the filing argued that Takeoff's bankruptcy reflected broader pressure on micro-fulfillment economics rather than a one-off execution miss. Retail Technology Innovation Hub quoted Brittain Ladd on the filing, and later trade commentary described the case as part of the predictable demise of the MFC model.

Why Takeoff Filed

The First Day Declaration gives a straightforward explanation for the filing. Management said Takeoff built for a grocery e-commerce market that did not develop at the pace it expected, carried the fixed costs of an early-stage automation business, and could not scale into profitability despite restructuring efforts. The declaration also says some large customer accounts had become unprofitable and that outside capital was no longer available on terms the company could close.

Filing coverage tracked the same pattern from the outside. Outside reports said Takeoff entered bankruptcy to sell assets, filed a Delaware chapter 11 case, and carried roughly $12.9 million of trade obligations, which matches the filing record's description of the debtor entering chapter 11 without funded secured debt but with material unsecured liabilities.

The record is also explicit that Takeoff needed new money immediately. The DIP Motion and First Day Declaration say the debtors needed bridge financing to preserve operations, protect customer sites, and continue a marketing process that had already started before the petition date. That liquidity gap is what turned operating customers into bankruptcy lenders.

The Customer-Funded DIP Set the Sale Timeline

The DIP Motion proposed a superpriority senior secured multiple-draw term loan of up to $9.566 million. GLAS Americas, LLC served as agent, and the lender group consisted of Woolworths Group, Albertsons Companies, Village Super Market, ShopRite of Hunterdon County, and Inserra Supermarkets. The facility carried a 13% PIK rate, stepped up another 2% on default, and matured on the earliest of 14 weeks after the petition date or dismissal or conversion.

The lender group was made up of operating customers rather than outside financial lenders. Those customers had a direct interest in keeping the technology stack running while the company marketed the business. Outside coverage focused on customer-backed bankruptcy funding.

The DIP also imposed the timetable for everything that followed. The motion required interim approval within four days of filing, a sale motion within five days, a final DIP order within 30 days, bidding-procedures approval within 35 days, an auction within 70 days if needed, and sale-order entry within 75 days. The Final DIP Order granted superpriority claims and liens, set weekly budget reporting, and included unusual software and IP protections for the lender group.

Woolworths Acquired the Assets Through a Credit Bid

The debtors filed their Sale Motion on June 6, 2024. According to the motion, advisors began prepetition outreach about a month before bankruptcy and contacted more than 125 prospective buyers. The Bidding Procedures Order later fixed the operative schedule after the debtors failed to land a third-party stalking horse.

After no auction was needed, Woolworths moved from lender to buyer. Retail Technology Innovation Hub reported a $2.5 million deal, and other trade coverage said the acquisition would preserve Woolworths' micro-fulfillment capabilities. The August 8, 2024 APA filed at Docket 328 shows the actual consideration: a credit bid of Woolworths-held DIP obligations plus interest, assumption of specified liabilities including cure costs, and cash equal to the difference between $2.5 million and closing-date cash, capped at $700,000.

The Sale Order entered on August 16, 2024 approved Woolworths as the highest or best bidder, found the process non-collusive, and authorized the free-and-clear transfer of purchased assets subject to assumed liabilities. The order also required the buyer to retain at least 70% of the existing workforce. Jones Day's transaction write-up said the credit bid avoided cessation of certain automated operations for grocery customers, which is consistent with the filing record's emphasis on customer continuity.

The Plan Left Unsecured Creditors With a 1.9% Recovery

The sale did not end the case. The debtors followed with a combined disclosure statement and plan that turned the estates into a wind-down vehicle. The amended combined plan and disclosure statement filed on December 17, 2024 projected 100% recoveries for priority non-tax and secured claims, a 1.9% recovery for class 3 general unsecured claims on roughly $40.831 million of claims, and no recovery for intercompany claims or equity interests. The Confirmation Order signed on December 20, 2024 and the Effective Date Notice filed after December 30, 2024 put Ankura Trust Company, LLC in control of the post-effective debtors as plan administrator.

The committee challenged the structure before confirmation. The supplemental DIP objection argued that the revised facility favored the DIP lenders and transferred value through milestones and IP terms. Then, on October 10, 2024, the official committee filed its Motion to Convert to chapter 7, arguing that chapter 11 had become value-destructive after the sale and that the case favored the lender-customer group over unsecured creditors. No separate merits order on that conversion motion appeared in the materials I used for this pass, but the case stayed in chapter 11 and ended with confirmation of the liquidating plan two months later.

The Wind-Down Stayed Open Into 2026

The confirmed plan did not produce a quick final decree. The first post-effective cleanup came with the April 16, 2025 final decree, which closed the Takeoff Technologies FZE and Takeoff International Subco, LLC cases while shifting their claims reconciliation into the main case. The November 25, 2025 motion for a second final decree then sought closure of the remaining non-lead affiliate cases: Takeoff Technologies Canada, Inc., Takeoff Technologies Australia Pty Ltd., and Takeoff International Subco India Private Limited.

The revised order attached to the December 10, 2025 certification shows what happened next. Those three affiliate cases were closed effective December 31, 2025, all claims in the closed cases were administered in the main case, and only Takeoff Technologies, Inc. remained open. That staged closure reduced quarterly-fee and reporting burdens without ending the claim-reconciliation process.

The main case was still active in early 2026. The January 6, 2026 order extending the claims-objection deadline pushed that deadline to June 30, 2026. The quarter-ending December 31, 2025 post-confirmation report says total cash disbursements since the effective date were $1,074,086, that all other debtor cases had already been closed by final decree, and that the reconciliation of all claims remained ongoing. Then the February 20, 2026 agreed order resolved the remaining dispute over Ryan Johnston's reclassified claims by allowing one section 507(a)(4) priority claim and several class 3 unsecured claims in stated amounts while preserving rights as to other claims.

Timeline

• May 30, 2024: Takeoff and five affiliates file chapter 11 in Delaware under a voluntary petition.
• June 6, 2024: The debtors file the sale motion and formally move onto a 363-sale track.
• July 12, 2024: The court enters the final DIP order and the bidding procedures order.
• August 8, 2024: The debtors file the APA naming Woolworths as buyer.
• August 16, 2024: The court enters the sale order.
• October 10, 2024: The committee files its motion to convert to chapter 7.
• December 20, 2024: Judge Goldblatt signs the confirmation order.
• December 30, 2024: The plan becomes effective.
• April 16, 2025: The court enters the first final decree closing two affiliate cases.
• December 31, 2025: The remaining non-lead affiliate cases are closed under the revised order attached to the December 10 certification.
• January 6, 2026: The claims-objection deadline is extended through June 30, 2026.
• February 20, 2026: The court enters the agreed order on Johnston's claims.

Frequently Asked Questions

What did Takeoff Technologies do?

Takeoff built automated micro-fulfillment systems for grocery retailers. The company combined software, robotics, and store-adjacent fulfillment layouts to handle online order picking and packing. Before bankruptcy, it raised $25 million in Series C funding, expanded through Woolworths, and was still adding partnerships such as Hy-Vee.

When did Takeoff file chapter 11?

The debtors filed on May 30, 2024 in the U.S. Bankruptcy Court for the District of Delaware.

Who funded the DIP and bought the assets?

The DIP lenders were Woolworths Group, Albertsons Companies, Village Super Market, ShopRite of Hunterdon County, and Inserra Supermarkets, with GLAS Americas as agent. Woolworths later bought the assets through a credit bid approved by the sale order.

What did unsecured creditors get under the plan?

The amended combined plan and disclosure statement projected only a 1.9% recovery for general unsecured creditors. Priority and secured claims were projected at 100%, while intercompany claims and equity interests got no recovery.

Is the case finished?

Not yet. The affiliate cases were closed in stages, but the main Takeoff case remained open as of early 2026. The claims-objection deadline was extended to June 30, 2026, and the post-confirmation report said claims reconciliation was still ongoing.

For more chapter 11 coverage, see the ElevenFlo blog.