Celsius Disclosure Statement Approved by Court

Celsius Network LLC ("Celsius" or the "Company") announced today that its Disclosure Statement was approved by the United States Bankruptcy Court for the Southern District of New York ("the Court"). As previously announced, the Company completed a successful Court-approved auction process in May 2023 that resulted in the selection of Fahrenheit, LLC ("Fahrenheit") as the winning bidder. Celsius' proposed Chapter 11 Plan (the "Plan") contemplates a transaction with Fahrenheit, which will provide the capital, management team, and technology required to successfully establish and operate the new company ("NewCo"). NewCo will be overseen by a new Board of Directors, a majority of which will be appointed by the statutory committee of unsecured creditors that was appointed in Celsius' Chapter 11 cases (the "Creditors Committee").

"We remain laser focused on creating the best outcome for customers and creditors and returning value as soon as possible," said Chris Ferraro, Chief Restructuring Officer & Interim Chief Operating Officer, Celsius.

"The approval of the Disclosure Statement marks another major milestone in our process to transition Celsius' assets to NewCo and provide a path to complete the proposal from Fahrenheit," added David Barse and Alan Carr, members of the Special Committee of the Board. "We remain committed to working with the Official Committee of Unsecured Creditors, regulators, Fahrenheit, and creditors throughout this process to achieve a strong result for all stakeholders."

The Plan outlines a proposed path to a value-maximizing conclusion that returns as much value to the Company's creditors as possible. Celsius' eligible creditors will receive a Solicitation Package in the mail from the Company's claims, noticing, and solicitation agent, Stretto. The Solicitation Package will include Celsius' Disclosure Statement and Plan, detailed voting instructions, and additional important information. In order for a vote to be counted, it must be received by Stretto on or before September 22, 2023, at 4 p.m. prevailing Eastern Time. Celsius encourages customers to read the Disclosure Statement in full to learn more about the Plan. Votes will be solicited until September 22, 2023, and the Company encourages all eligible creditors to vote in favor of the Plan by the voting deadline.

A Court hearing to consider approval of the proposed Plan is currently scheduled to begin on October 2, 2023. Following confirmation of the Plan, Celsius expects to distribute Liquid Cryptocurrency to account holders on the Plan's effective date (or as soon as reasonably practicable thereafter), and create NewCo., which will manage Celsius' illiquid assets, including Celsius' institutional loan portfolio, mining business, and alternative investments for the benefit of account holders as contemplated in the Plan. Under the Plan, Celsius' account holders will own 100% of the new equity in NewCo (subject to dilution by the equity to be distributed to Fahrenheit as management fees).

"We are excited about the progress that has been made and remain steadfast in our commitment to create a stronger organization coming out of this process," said Steve Kokinos of Fahrenheit Holdings. "We are continuing to work with all stakeholders to ensure a successful transition and a bright future for NewCo. Our vision includes optimizing existing infrastructure, exploring new growth opportunities, diversifying revenue streams, and delivering meaningful benefits to Celsius' customers and creditors. We look forward to engaging more deeply with the Celsius community in the weeks ahead regarding the Plan."

Additionally, the Company previously confirmed that it has secured a backup bid with the Blockchain Recovery Investment Consortium ("BRIC"), which, if required for any reason, would provide for the orderly wind down of Celsius' remaining assets.

Additional details regarding the outcome of the vote will be forthcoming when the results are available.

Additional Information about the Restructuring Process

The full terms of the Plan and Disclosure Statement, as well as additional information about the Chapter 11 filing, including Court documents, can be found online free of charge at https://cases.stretto.com/celsius. Stakeholders with questions may call Stretto at +1 (855) 423-1530 (U.S.) or +1 (949) 669-5873 (international) or email [email protected].

Advisors

Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, C Street Advisory Group is serving as strategy and communications advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius.

White & Case LLP is serving as legal counsel, Perella Weinberg Partners is serving as investment banker, and M3 Partners is serving as financial advisor to the Creditors Committee.

Brown Rudnick LLP is serving as legal counsel to Fahrenheit, LLC.

Willkie Farr & Gallagher LLP is serving as legal counsel to the BRIC.