NOTICE IS HEREBY GIVEN that on December 18, 2025 (the “Date of Sale”), at 11:00 a.m. (ET) at the offices of Vedder Price P.C., 1633 Broadway, 31st Floor, New York, New York 10019 and/or virtually via Webex or similar software, FSA Collateral Agent LLC, for the benefit of itself as collateral agent (in such capacity, the “Seller”) and for the benefit of the Lenders (as such term is defined in the Notes), will hold a public auction as described herein pursuant to: (i) Section 9610, et seq. of the Revised Uniform Commercial Code as adopted under applicable law (the “UCC”); (ii) the various Secured Promissory Notes issued by Acreto Cloud Corp. (the “Debtor”) to the Lenders (collectively, as amended, supplemented and otherwise modified from time to time, the “Notes”); (iii) that certain Security Agreement and that certain Intellectual Property Security Agreement (the “IP Security Agreement”), each dated April 24, 2025 and each by and between the Debtor, Lenders and Seller (collectively, as amended, supplemented and otherwise modified from time to time, the “Security Agreements”); and (iv) and any other documents concerning loan(s) from the Secured Parties to Debtor, including all addenda, amendments and collateral documents related thereto (collectively with the Notes and Security Agreements, the “Loan Documents”).
COLLATERAL BEING SOLD: Due to the Debtor’s defaults under the Loan Documents, and solely to the extent Seller has a first-priority security interest in the Collateral pursuant to the Loan Documents, UCC filings and/or under other applicable law, Seller will hold a public auction to offer for sale substantially all of the Debtor’s presently owned and hereafter acquired rights, titles and interests in and to all of the items identified below (collectively, the “Collateral”):
(i) All assets of Debtor, wherever located or deemed located, now owned or at any time hereafter acquired by Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest including, without limitation, all machinery, Equipment, Fixtures, Goods, Inventory, furnishings, computers, software, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, test and quality control devices and other Equipment of every kind and nature, together with all attachments, components, parts and accessories installed thereon or affixed thereto, wherever situated, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with Debtor’s businesses and all improvements thereto; and
(ii) All Accounts of Debtor; and
(iii) All Chattel Paper of Debtor; and
(iv) All Commercial Tort Claims of Debtor; and
(v) All General Intangibles, including: (A) all rights of Debtor to
receive moneys due and to become due to it thereunder or in connection therewith; (B) all rights of Debtor to receive Proceeds of any insurance, indemnity, warranty or guarantee with respect thereto; (C) all claims of Debtor for damages arising out of any breach of or default thereunder; and (D) all rights of Debtor to terminate, amend, supplement, modify or exercise rights or options thereunder; and
(vi) All Documents, Deposit Accounts, Goods, Instruments, Investment Property (including all securities, security entitlements and commodity contracts), and letter of credit rights; and
(vii) All cash, cash equivalents and other monies; and
(viii) All books and records evidencing or pertaining to the Collateral;
and
(ix) All Intellectual Property of Debtor; and
(x) All Proceeds products of any of the foregoing, and all substitutions or replacements of any Collateral; and
(xi) The IP Collateral as such term is defined in the IP Security Agreement, including, without limitation (a) the patents and patent applications set forth in Schedule 1 to the IP Security Agreement, and all reissues, divisions, continuations, continuations-in-part, renewals, extensions, and reexaminations thereof and amendments thereto; (b) the trademark registrations and applications set forth in Schedule 2 to IP Security Agreement, together with the goodwill connected with the use thereof and symbolized thereby, and all extensions and renewals thereof, excluding only United States intent-to-use trademark applications for which an amendment to alleged use or statement of use has not been filed under 15 U.S.C. U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, as not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office; (c) the copyright registrations and applications of Debtor, and the copyright registrations and applications exclusively licensed to Debtor, all of which are set forth in Schedule 3 to the IP Security Agreement, and all extensions and renewals thereof; (d) all rights of any kind whatsoever of Debtor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world; (e) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (f) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right, but no obligation, to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.
Notwithstanding anything to the contrary herein, for purposes of this Notice of Public Sale and for the sake of clarity, the term “Collateral” shall not include: (i) any of the Debtor’s assets in which Seller does not have a first priority security interest; (ii) any asset not owned by the Debtor; (iii) any contract, agreement, lease, license, permit or other right, which by its terms or by law is non-assignable; and (iv) all other assets of the Debtor, if any, that are not explicitly included as part of the Collateral.
TERMS AND CONDITIONS OF SALE:
1. The Collateral will be sold, as determined in the sole discretion of Seller, at public auction (the “Auction”) to the bidder with the highest or otherwise best bid, for cash except as otherwise provided herein, and on other such commercially reasonable terms as Seller may determine in Seller’s sole discretion—including, without limitation, upon those terms and conditions further detailed in the Bid Procedures (the “Bid Procedures”)—on an “AS IS, WHERE IS BASIS, AND WITH ALL FAULTS” and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Collateral. Seller does not claim title to the Collateral being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment, value or quality of the Collateral and the like in any sale. The Collateral will be transferred to the winning bidder via a Secured Party Bill of Sale and Asset Purchase Agreement that reflects the foregoing. At Seller’s sole discretion, some and/or all of the Collateral may be sold collectively, individually and/or in various lots.
2. Any party interested in bidding at the Auction must submit a Qualified Bid (as that term is defined in the Bid Procedures) by no later than 5:00 p.m. (ET) on December 16, 2025 by submitting the Required Bid Documents (as that term is defined in the Bid Procedures) to counsel for Seller, David L. Kane, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7778, E-Mail: [email protected] . For additional information regarding the sale terms, Auction, Collateral, due diligence, or other inquiries, please contact counsel for the Seller as noted above. Anyone requesting confidential information relating to the Collateral may be required to sign a non-disclosure agreement.
3. Unless the outstanding balance due to the Lenders from Debtor under the Loan Documents is paid in full on or before December 18, 2025 at 11:00 a.m. (ET), the Auction will take place on the Date of Sale at the offices of Vedder Price P.C. identified above and/or virtually (a link to the Auction via Webex or similar software will be made available to the Debtor and all parties that have timely submitted a Qualified Bid).
4. Any winning bid(s) for any Collateral shall be made payable to Seller in U.S. dollars within one (1) business day of the Date of Sale. Seller reserves the right to bid at the Auction and to credit bid all or any part of the total amount of its secured claim(s) in satisfaction of the purchase price.
5. The Debtor is entitled to an accounting of the unpaid indebtedness owed to the Lenders, which accounting may be requested at no charge by requesting the same from counsel for the Seller, David L. Kane, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7778, E-Mail: [email protected] .
6. The proceeds of the Auction will likely be insufficient to fully satisfy the amounts due and owing under the Loan Documents, and Seller expressly reserves its right to collect from the Debtor and any other entity or person liable to Seller and Lenders any deficiency remaining after the sale of the Collateral, or any of it (and application of the proceeds thereof) under any agreements concerning and/or related to the Collateral (including, without limitation, the Loan Documents). Seller will incur attorneys’ fees and costs associated with the Auction, for which the Debtor and other obligors under the Loan Documents shall be responsible for pursuant to the terms of the Financing Documents, unless otherwise prohibited by law.
7. Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of any sale or impose any other terms or conditions on any sale and, if Seller deems appropriate, to reject any bids or to continue or adjourn any sale, all without prior notice. Notwithstanding anything to the contrary herein, all terms of the sale and Auction are at the Seller’s discretion.
Please contact counsel for the Seller for additional information regarding the Sale, the Required Bid Documents and to obtain a copy of the Bid Procedures:
David L. Kane
Vedder Price P.C.
222 North LaSalle Street, Suite 2600
Chicago, Illinois 60601,
E-Mail: [email protected]
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