PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Revel Bikes Acquisitions Inc, Why Cycles Inc, Revel Bikes Holdco, LLC

NOTICE OF SALE 

PLEASE TAKE NOTICE that on May 20, 2025, at 1:00 p.m. prevailing Eastern Time, Sopris Holdings, LLC, as successor in interest to JPMorgan Chase Bank, N.A., under a Sale and Assignment Agreement dated April 30, 2025 (the “Lender”) will conduct a virtual public sale and disposition, which may include a lease or license (the “Sale”), of the assets owned by Revel Bikes Acquisition, Inc., Why Cycles, Inc., and Revel Bikes Holdco, LLC (collectively, “Debtors”), in accordance with the provisions of Article 9 of the Ohio Uniform Commercial Code, Ohio Rev. Code § 1309.610, et. seq., or other applicable Uniform Commercial Code. The Sale will take place online via Zoom and in person at the offices of Michael Best & Friedrich LLP, One South Pinckney Street, Suite 700, Madison, WI 53703. Pre-qualified bidders may participate in the Sale online or in person.

Description Of Assets to be Sold: The assets to be sold consist of all of the tangible and intangible assets used in the business of Debtors (“Assets”) as more fully described below. Capitalized terms listed below have the meaning set forth in Article 9 of the Ohio Uniform Commercial Code, or other applicable Uniform Commercial Code:

(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Copyrights, Patents and Trademarks;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all cash or cash equivalents;
(xiii) all letters of Credit, Letter-of-Credit Rights, and Supporting Obligations;
(xiv) all Deposit Accounts with any bank or other financial institution;
(xv) all Commercial Tort Claims;
(xvi) all Farm Products; and
(xvii) all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing.

Description of Property Excluded From Sale. None.

For a more specific list of the Assets, auction registration requirements or to arrange an inspection of the Assets, please contact the below (“Lender’s Counsel”):

Attorney Joseph D. Brydges
Michael Best & Friedrich LLP
One South Pinckney Street, Suite 700
Madison, WI 53703
608.283.2262
[email protected]

Agreements Pursuant To Which The Sale Is Held:

(i) That certain Sale and Assignment Agreement dated April 30, 2025, evidencing Lender’s acquisition and ownership of the various loan documents evidencing all loans to Debtors (the “Loan”) made pursuant to that certain Credit Agreement dated October 28, 2021, as amended, restated, or otherwise modified from time to time, including all related documents;

(ii) that certain Pledge and Security Agreement dated as of October 21, 2021, as amended, restated, or otherwise modified from time to time under which the Debtors pledged the Assets as security for the Loans;

(iii) Delaware UCC filing, filed on October 28, 2021 against Revel Bikes Acquisition, Inc.;

(iv) Delaware UCC filing 20218648462, filed on October 28, 2021 against Revel Bikes Holdco, LLC;

(v) Utah UCC filing 211028815943-4, filed on October 28, 2021 against Why Cycles, Inc.; and

(vi) any other documents, instruments or other writings previously executed by Debtors or any other obligor or grantor, and delivered to Lender or its predecessor(s) in interest in connection with or relating to the Loans, together with all agreements, instruments and documents referred to therein or contemplated thereby, each as amended, restated or supplemented from time to time.

Terms Of Sale. The Assets will be sold in one lot to the bidder with the highest or otherwise best bid, for cash, except as otherwise provided herein. Bidders may appear virtually or in person at the auction to bid. Bidders who appear virtually must send an amount equal to $100,000.00 (“Deposit”) by wire transfer to the Lender’s Counsel 24 hours prior to the start of the auction in order to qualify to bid. In person bidders must present a cashier’s check or certified check in an amount equal to $100,000.00 for the Deposit at time of in person registration in order to qualify to bid. Any Bidders seeking to submit a Deposit in advance of the Sale should contact Lender’s Counsel for wire instructions. Any Deposit is fully refundable if bidder is not successful. A successful bidder must pay the balance payable in good funds within twenty-four (24) hours of concluding the Sale. If the successful bidder fails to pay the balance when due, the Deposit will be forfeited to the Lender and the Assets or any portion thereof will be sold without further proceedings to the next highest bidder(s). Lender reserves the right to credit bid any portion of the total amount due and owing it to purchase all or any portion of the Assets, need not make any cash Deposit or cash payment of any kind so long as its credit bid does not exceed the total amount due and owing to it, and need not be in attendance in person at the auction or Sale to bid.

No Warranties. The Assets will be offered for sale “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE”. THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT, OR THE LIKE IN THIS DISPOSITION.

Removal Costs. Following the Sale, the successful bidder will assume all responsibility and costs for removal of the Assets and be responsible for leaving the premises at which any Asset is located in clean broom swept condition – all by no later than end of day ten (10) calendar days following the conclusion of the Sale.

Postponement Or Modification of Sale. The Sale may be postponed or continued without any further notice except as provided at the Sale. Lender reserves the right to announce, or have Lender’s Counsel announce, additional rules at the Sale to ensure that the Sale is conducted in an orderly manner.

Accounting. Upon request tendered to Lender’s Counsel (at the contact information listed above), Debtors and junior lienholder(s) shall be entitled to an accounting of the unpaid indebtedness due to Lender and secured by the Assets Lender intends to sell or, as applicable, lease or license. If you request an accounting, you must pay a charge of $1,000.00.

Notice Dated. May 7, 2025