PUBLIC NOTICE OF UCC ARTICLE 9 SALE: eLearning Platform’s Assets

Notice of Sale

The subject business (“Debtor”) is a language learning platform with a focus on English designed to help B2B corporate clients and organizations train workers globally. Debtor had previously entered into a Security Agreement (“Loan Documents”) with a (“Secured Party”) wherein the Debtor pledged substantially all of its assets (the “Collateral”) to secure payment for its obligations under the Loan Documents. Debtor is in default under the Loan Documents and Debtor’s obligations to Secured Party secured by the Collateral exceed $17,000,000 (the “Obligations”) and such Obligations are due and owing. All of the company’s assets are for sale including but not limited to intellectual property, accounts receivable and equipment. A list of the Collateral is attached hereto as Exhibit “A.”

Pursuant to Part 6 of Article 9 of the Uniform Commercial Code for the state of New York (“UCC”) and the Loan Documents, Secured Party will sell (or lease or license, as applicable) at public Auction, at the date, time and location described below (the “Auction”), in multiple lots or one lot, at its discretion, all of Debtor’s right, title and interest in the Collateral, whether now owned or hereafter acquired and wherever located, together with all replacements and substitutions therefor and all cash and non-cash proceeds (including insurance proceeds and any title and UCC insurance proceeds), and products thereof, and, in the case of tangible collateral, together with all additions, attachments accessions, parts, equipment and repairs now or hereafter attached or affixed thereto or used in connection therewith.

An Auction will be held on November 14, 2025, at 12:00 PM EST at 6750 East Camelback Road, Suite 103 Scottsdale Arizona 85251 and via videoconference (with further instructions to be provided to Qualified Bidders, as defined below). Bidders must register to attend the Auction no later than November 13, 2025 by contacting Resolute Commercial Services (“Auctioneer”). Qualified Bidders are those who have registered for the Auction, indicated interest in certain assets, and provided qualifying information such as proof of ability to fund purchase. Terms are cash, wire, or cashier’s check only, with required immediate minimum payment of $100,000 (One Hundred Thousand Dollars) due from the successful bidder(s) immediately at conclusion of Auction. The remaining balance is due and payable by 5:00 PM EST the first business day following the acceptance of bid.

Secured Party has the right, but not the obligation, to credit bid at the Auction up to the amount of the Obligations plus interest, charges, fees, costs, and expenses recoverable under the Loan Documents. Secured Party reserves the right to determine the date and manner of publication of any further notice of the Auction. Secured Party shall have the right to adjourn the Auction one or more times on such terms and conditions announced at the Auction. No further publication or other notice of any kind of such adjournment shall be required for any such adjournment.

Secured Party does not and cannot warrant the extent of Debtor’s rights, if any, in the Collateral, or regarding the accuracy or completeness of any information regarding the Collateral or Debtor’s rights in the Collateral. Any prospective buyer of the Collateral is responsible for its own due diligence and investigation regarding the Collateral and other liens and encumbrances on the Collateral, and shall be responsible for obtaining possession of the assets in the event they are the successful bidder. Any sale of the Collateral shall be a final sale on an AS IS, WHERE IS, and “WITH ALL FAULTS” basis and will be made without any warranty, expressed or implied, as to the merchantability or fitness for any purpose or a particular purpose and without warranty, expressed or implied, as to any other matter including, but not limited to, the enforceability of any license agreement or other contract or right.

Contact Information

Auctioneer
Spencer Smith
Resolute Commercial Services
[email protected]

Secured Party
Rachel Stoian
Dorsey & Whitney LLP
[email protected]

Exhibit A

All Debtor’s goods (including equipment and inventory), accounts, general intangibles (including payment intangibles and intellectual property), commercial tort claims, documents, instruments (including all promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, letter of credit rights, investment property (including certificated and uncertificated securities, securities accounts and security entitlements), in each case, whether now owned or hereafter acquired, wherever located, and all Debtor’s books and records relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, improvements to and, products, proceeds (including insurance proceeds) of any or all of the foregoing, except to the extent any such property (i) is non-assignable by its terms without the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the Code), (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral, or (iii) is an intent to use trademark, at all times prior to first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent that granting of a security interest in such intent-to-use trademarks would be contrary to applicable law. Each of the foregoing terms shall have the meaning given it in the Uniform Commercial Code.