FTX Europe AG: the DAAG purchase, the dispute with its founders and the Swiss insolvency

analysisFTX Europe AG is the former Digital Assets DA AG (DAAG), a Swiss company acquired with its subsidiaries under three share purchase agreements of 25 October 2020, 2 July 2021 and 14 November 2021 from Patrick Gruhn, Brandon Williams and Lorem Ipsum UG, which is wholly owned by Robin Matzke. According to the debtors, FTX Trading Ltd. and Maclaurin Investments Ltd. made the purchases and paid the sellers $273,499,994 in cash and USDC between 29 June 2021 and 5 October 2022 for the shares and earn-outs, besides promising or transferring FTX shares. The debtors' complaint of 12 July 2023 describes Williams as an employee and shareholder of DAAG before the purchase. ^{1 2 3 4}

analysisUnder the first agreement, Alameda Ventures Ltd. (later Maclaurin) agreed to pay Crypto Lawyers, Ernest Ukaj and Lorem Ipsum $700,000 for 5% of DAAG, a $14 million valuation; under the second it was to pay Gruhn, Williams and Lorem Ipsum $55.5 million for 15%, sending $18.5 million each to Williams, Matzke and Gruhn around the end of June 2021. In November 2021 it sold that 20% to FTX Trading Ltd. for $62.5 million under an intercompany agreement Bankman-Fried signed for both sides, after FTX Trading's general counsel noticed that the third agreement wrongly said FTX Trading already owned it. Under the third agreement FTX Trading bought the rest for a package worth up to $320 million, including $166,666,656.26 in cash at closing: Williams received his full $83,333,312.50 at closing, while Gruhn and Lorem Ipsum were each due $41,666,671.88 at closing plus conditional future payments tied to acquiring a licensed European broker; the complaint says the price implied a $400 million valuation, more than 2,700% above the first agreement. The complaint also describes a joint venture of DAAG, CM-Equity AG and FTX Trading GmbH to offer tokenized equities to FTX.com users, with FTX Trading GmbH referring users to CM-Equity's licensed brokerage. ³

analysisThe debtors' disclosure statement summarises the result: about $376 million of consideration in crypto, cash and stock, $56 million of it deferred and still unpaid at the petition date; before the petition FTX Europe had moved all of its roughly $105 million of crypto assets to FTX.com, which with other losses left it over-indebted under Swiss law, and legacy liabilities of more than $125 million made a quick sale impossible. ⁵

analysisIn the debtors' account, Bankman-Fried and other insiders caused FTX Trading Ltd. and an affiliate to buy DAAG at a valuation of nearly $400 million without due diligence or negotiation, although it had little business and no intellectual property beyond a business plan, because they believed its founders could open doors to European regulators and licences; the debtors note that the European licence later bought (K-DNA) cost €2 million. They allege that FTX Trading paid bonus, stock and earn-out instalments to Gruhn and Lorem Ipsum in 2022, when Gruhn and Matzke were Head of FTX Europe and its Head of Legal and reported directly to Bankman-Fried, from an FTX Trading account holding commingled customer deposits and corporate funds. ^{1 2 3 4}

analysisThe complaint further alleges that FTX Europe and FTX Switzerland paid at least $4 million to Gruhn's company Kephas, doing business as DAAG Technology Services, for IT and consulting work without a written contract, with invoices explaining only $1.65 million, and that DAAG paid $5 million to Mohammad Hans Dastmaltchi under an agreement of 5 June 2021, signed by Gruhn as purported chairman of DAAG's board, to help find a licensed Cypriot investment firm; the debtors say they found no record of Gruhn on DAAG's board, and no response from Dastmaltchi was retained. ^{4 3}

analysisGruhn was Head of FTX Europe from November 2021 until 12 July 2023, when the debtors sued him and ended his employment; Matzke, sole managing director and shareholder of Lorem Ipsum UG, was Head of Legal until his consulting contract expired in May 2023. In June 2023 Gruhn filed a claim against FTX Trading Ltd. of at least $33.4 million and Lorem Ipsum one of at least $62.0 million, and Matzke later filed a customer claim of more than $64 million. On 12 July 2023 Maclaurin and FTX Trading sued Gruhn, Matzke and Lorem Ipsum (Adv. Pro. No. 23-50437) for avoidable transfers and breach of fiduciary duty, seeking about $323.5 million. The defendants moved to dismiss the complaint in October 2023 and also sought dismissal of the Chapter 11 cases of FTX Trading Ltd. and Maclaurin, motions the debtors called a litigation tactic. ^{1 2 3 4}

analysisThe dispute was settled by a stipulation of 7 February 2024 among FTX Trading Ltd., Maclaurin, Lorem Ipsum UG, Gruhn, Matzke, Williams, Martha Lambrianou and another party, which Judge John T. Dorsey approved on 18 March 2024 without any finding on the allegations. The motions to dismiss were withdrawn with prejudice, the claims of Gruhn and Lorem Ipsum were disallowed, as were two claims for $161.2 million that Lambrianou, FTX EU Ltd's last pre-petition director, had filed on its behalf against FTX Trading Ltd. and FTX Switzerland; Matzke's customer claim was allowed in an amount to be reconciled, releases were exchanged and the adversary proceeding was dismissed with prejudice. The debtors' releases cover companies Gruhn owns or co-owns, among them Kephas Corp, an IT provider to the debtors, WIB Technologies, DAAG USA LLC (27% each Gruhn and Williams) and P&W Digital Assets LLC, a market maker for FTX Europe companies owned by Williams and Gruhn. ^{1 2 3 4 5}

analysisAs part of the settlement Gruhn, Matzke and Lorem Ipsum agreed to have CredoMedia GmbH buy FTX EU Ltd, FTX Switzerland GmbH, FTX Trading GmbH, FTX Certificates GmbH, FTX Structured Products AG and FTX Europe's operating assets for $32.7 million; the Bankruptcy Court approved the sale on 18 March 2024 and it closed on 10 May 2024. The purchase agreement counts FTX Trading GmbH among FTX Europe's subsidiaries, whereas the November 2022 ownership statement lists it as wholly owned by FTX Trading Ltd. An earlier motion of January 2024 had instead proposed that FTX Trading Ltd. buy FTX Europe's shares in FTX EU and FTX Switzerland. German register data show Gruhn as CredoMedia's shareholder until June 2024 and its managing director until March 2024; in July 2026 it was renamed Trek Labs GmbH, turned to distributed-ledger consulting, and Can Sun, formerly general counsel of FTX Trading Ltd., became its sole managing director. The register does not show who owned it after June 2024 or any link to Trek Labs Europe Ltd beyond the name. ^{1 3 6 7 8}

analysisIn November 2024 Modulus Global Incorporated sued Ernest Ukaj, Gruhn, Matzke, Williams, Lorem Ipsum UG, Lorem Ipsum RM UG, Kephas, WIB Technologies, DAAG USA and another defendant in the U.S. District Court for Arizona under the Defend Trade Secrets Act; the retained docket summary shows only the parties and the nature of the suit. ⁹

analysisFTX Europe's board asked the District Court of Höfe for a provisional moratorium on 4 April 2023 because the company was over-indebted under Swiss law. The court granted it on 11 April 2023 with Holenstein Brusa AG of Zurich as administrator, Franco Lorandi leading the mandate, extended it, granted a definitive moratorium on 24 November 2023 and extended that on 10 June 2024. A Swiss business report of January 2024 said the planned sale had not happened and creditors were being called to file claims by 9 February; court documents it cited put FTX Europe's cash at the collapse at $2.8 million. ^{1 2 3}

analysisThe debtors negotiated restructuring agreements settling claims among FTX Europe, Alameda Research LLC, FTX Trading Ltd., CM-Equity AG and Binance (Switzerland) AG, which cut claims against the debtors by a net $14 million; the Swiss court approved them and the sale on 19 April 2024, after which FTX Europe was expected to repay its outside creditors in full, return about $30 million to FTX Trading and Alameda and liquidate solvently. The court lifted the moratorium on 12 September 2024, and on 31 October 2024 the general meeting dissolved the company, renamed FTX Europe AG in Liquidation, with Arturo Giovanoli as liquidator; register data reproduced by a company-information service show it as being cancelled. Its LEI record, now lapsed, names no parent: it carries a reporting exception instead of FTX Trading Ltd. ^{2 1 4 5 6}

analysisRegister publications record Matzke as president and Jürg Bavaud as a board member from 18 February 2022, when the company took the name FTX Europe AG, with Kilian Schärli as secretary until November 2022. A Swiss business publication reported in November 2022 that Martin Liebi had joined the board in June 2022 and that the register listed "ftx Trading Limited, Nassau, BHS" as owner. Liebi left in early 2023 and Matzke on 29 March 2023; Bavaud left and Giovanoli joined, as published on 5 January 2024. A Swiss business news site reported on 15 November 2022 that Gruhn, who called himself a crypto lawyer, was not registered in any FTX company but appeared to be the operational managing director of FTX Europe, and that FTX had at least six companies in Switzerland and Liechtenstein, set up from early 2022 around FTX Europe as hub, five at one address in Pfäffikon SZ, with Bavaud on all five Swiss boards. Citing another Swiss news report on filings in Delaware, a local news site reported that FTX Europe and its companies were to be sold quickly in the bankruptcy because of regulatory pressure, including from FINMA. ^{1 2 3 4 5}