FTX Non Customer Proof of Claim Form

FTX Non Customer Proof of Claim Form

Electronic Proof of Claim ID

If you have an EPOC ID please enter it below and select next to proceed with your claim submission. EPOC IDs can
be located on the pre-printed proof of claim forms sent via first-class mail.
EPOC ID

EPOC IDs are not required to submit a claim. If you cannot locate your EPOC ID or do not have an EPOC ID, please
select next to continue with your claim submission.

Instructions

Read the instructions before filling out this form. This form is for making a claim for payment in a
bankruptcy case. Do not use this form to make a request for payment of an administrative expense, other
than a claim entitled to administrative priority pursuant to 11 U.S.C. § 503(b)(9). Make such a request
according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents.
Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders,
invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do
not send original documents; they may be destroyed after scanning. If the documents are not available, explain in
an attachment.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C.
§§ 152, 157, and 3571.

This claim form should not be used to assert claims against Emergent Fidelity Technologies Ltd.

Fill in all the information about the claim as of November 14, 2022 for Debtor West Realm Shires Inc. and as
of November 11, 2022 for all other Debtors.
Check here to see further instructions on completing your claim form:

FTX
Claim Non Customer
Number: 3640Proof of Claim Form 1 / 10
 FTX Non Customer Proof of Claim Form

Debtor Selection

Check the box to identify the Debtor against whom you assert a claim (select only one Debtor per claim form):
FTX Trading Ltd. (Case No. 22-11068)
Alameda Aus Pty Ltd (Case No. 22-11104)
Alameda Global Services Ltd. (Case No. 22-11134)
Alameda Research (Bahamas) Ltd (Case No. 22-11105)
Alameda Research Holdings Inc. (Case No. 22-11069)
Alameda Research KK (Case No. 22-11106)
Alameda Research LLC (Case No. 22-11066)
Alameda Research Ltd (Case No. 22-11067)
Alameda Research Pte Ltd (Case No. 22-11107)
Alameda Research Yankari Ltd (Case No. 22-11108)
Alameda TR Ltd (Case No. 22-11078)
Alameda TR Systems S. de R. L. (Case No. 22-11109)
Allston Way Ltd (Case No. 22-11079)
Analisya Pte Ltd (Case No. 22-11080)
Atlantis Technology Ltd. (Case No. 22-11081)
Bancroft Way Ltd (Case No. 22-11082)
Blockfolio, Inc. (Case No. 22-11110)
Blue Ridge Ltd (Case No. 22-11083)
Cardinal Ventures Ltd (Case No. 22-11084)
Cedar Bay Ltd (Case No. 22-11085)
Cedar Grove Technology Services, Ltd. (Case No. 22-11162)
Clifton Bay Investments LLC (Case No. 22-11070)
Clifton Bay Investments Ltd (Case No. 22-11111)
Cottonwood Grove Ltd (Case No. 22-11112)
Cottonwood Technologies Ltd (Case No. 22-11136)
Crypto Bahamas LLC (Case No. 22-11113)
DAAG Trading, DMCC (Case No. 22-11163)
Deck Technologies Holdings LLC (Case No. 22-11138)
Deck Technologies Inc. (Case No. 22-11139)
Deep Creek Ltd (Case No. 22-11114)
Digital Custody Inc. (Case No. 22-11115)
Euclid Way Ltd (Case No. 22-11141)
FTX (Gibraltar) Ltd (Case No. 22-11116)
FTX Canada Inc (Case No. 22-11117)
FTX Certificates GmbH (Case No. 22-11164)
FTX Crypto Services Ltd. (Case No. 22-11165)
FTX Digital Assets LLC (Case No. 22-11143)
FTX Digital Holdings (Singapore) Pte Ltd (Case No. 22-11118)
FTX EMEA Ltd. (Case No. 22-11145)
FTX Equity Record Holdings Ltd (Case No. 22-11099)
FTX EU Ltd. (Case No. 22-11166)
FTX Europe AG (Case No. 22-11075)
FTX Exchange FZE (Case No. 22-11100)
FTX Hong Kong Ltd (Case No. 22-11101)
FTX Japan Holdings K.K. (Case No. 22-11074)
FTX Japan K.K. (Case No. 22-11102)
FTX Japan Services KK (Case No. 22-11103)
FTX Lend Inc. (Case No. 22-11167)
FTX Marketplace, Inc. (Case No. 22-11168)
FTX Products (Singapore) Pte Ltd (Case No. 22-11119)
FTX Property Holdings Ltd (Case No. 22-11076)
FTX Services Solutions Ltd. (Case No. 22-11120)
FTX Structured Products AG (Case No. 22-11122)
FTX Switzerland GmbH (Case No. 22-11169)
FTX Trading GmbH (Case No. 22-11123)
FTX US Services, Inc. (Case No. 22-11171)
FTX US Trading, Inc. (Case No. 22-11149)
FTX Ventures Ltd. (Case No. 22-11172)
FTX Zuma Ltd (Case No. 22-11124)
GG Trading Terminal Ltd (Case No. 22-11173)
Global Compass Dynamics Ltd. (Case No. 22-11125)
Good Luck Games, LLC (Case No. 22-11174)
Goodman Investments Ltd. (Case No. 22-11126)

FTX Non Customer Proof of Claim Form 2 / 10

 FTX Non Customer Proof of Claim Form

Hannam Group Inc (Case No. 22-11175)

Hawaii Digital Assets Inc. (Case No. 22-11127)
Hilltop Technology Services LLC (Case No. 22-11176)
Hive Empire Trading Pty Ltd (Case No. 22-11150)
Innovatia Ltd (Case No. 22-11128)
Island Bay Ventures Inc (Case No. 22-11129)
Killarney Lake Investments Ltd (Case No. 22-11131)
Ledger Holdings Inc. (Case No. 22-11073)
LedgerPrime Bitcoin Yield Enhancement Fund, LLC (Case No. 22-11177)
LedgerPrime Bitcoin Yield Enhancement Master Fund, LP (Case No. 22-11155)
LedgerPrime Digital Asset Opportunities Fund, LLC (Case No. 22-11156)
LedgerPrime Digital Asset Opportunities Master Fund LP (Case No. 22-11157)
LedgerPrime LLC (Case No. 22-11158)
LedgerPrime Ventures, LP (Case No. 22-11159)
Liquid Financial USA Inc. (Case No. 22-11151)
Liquid Securities Singapore Pte Ltd (Case No. 22-11086)
LiquidEX LLC (Case No. 22-11152)
LT Baskets Ltd. (Case No. 22-11077)
Maclaurin Investments Ltd. (Case No. 22-11087)
Mangrove Cay Ltd (Case No. 22-11088)
North Dimension Inc (Case No. 22-11153)
North Dimension Ltd (Case No. 22-11160)
North Wireless Dimension Inc. (Case No. 22-11154)
Paper Bird Inc (Case No. 22-11089)
Pioneer Street Inc. (Case No. 22-11090)
Quoine India Pte Ltd (Case No. 22-11091)
Quoine Pte Ltd (Case No. 22-11161)
Quoine Vietnam Co. Ltd (Case No. 22-11092)
Strategy Ark Collective Ltd. (Case No. 22-11094)
Technology Services Bahamas Limited (Case No. 22-11095)
Verdant Canyon Capital LLC (Case No. 22-11096)
West Innovative Barista Ltd. (Case No. 22-11097)
West Realm Shires Financial Services Inc. (Case No. 22-11072)
West Realm Shires Inc. (Case No. 22-11183)
West Realm Shires Services Inc. (Case No. 22-11071)
Western Concord Enterprises Ltd. (Case No. 22-11098)
Zubr Exchange Ltd (Case No. 22-11132)

Part 1: Identify the Claim

1. Who is the current Creditor?

Name of the current creditor (the person or entity to be paid for this claim)
Is the current Creditor an Individual?
No
Yes

Creditor Name

FTX Digital Markets Ltd.

Other names the creditor used with the debtor

Email the creditor used with the debtor

2. Has this claim been acquired from someone else?

No
Yes

From whom?

FTX Non Customer Proof of Claim Form 3 / 10

 FTX Non Customer Proof of Claim Form

3. Where should notices and payments to the Creditor be sent?

[Federal Rule of Bankruptcy Procedure (FRBP) 2002(g)]

Where should notices to the Creditor be sent?

Name:

FTX Digital Markets Ltd.

Address 1 (Street address, “Care of:”, or “Attention To:”):

See Annex attached hereto

Address 2:

Address 3:

Address 4:

City:

See Annex attached hereto

State or Province (use 2-letter abbreviation if US or Canada):

Zip Code | Postal Code:

Is the creditor address outside of the US?

No
Yes

Country (if outside of the US):

The Bahamas

Contact phone:

Contact email:

peter.greaves@hk.pwc.com

Should payments go to a different address?

No
Yes

Would you like to add any additional noticing addresses?

No
Yes

Additional Address Block 1

Name:

FTX Digital Markets Ltd.

Address 1 (Street address, “Care of:”, or “Attention To:”):

Attention to Brett Bakemeyer

Address 2:

White & Case LLP

Address 3:

1221 Avenue of the Americas

FTX Non Customer Proof of Claim Form 4 / 10

 FTX Non Customer Proof of Claim Form

Address 4:

City:

New York

State or Province (use 2-letter abbreviation if US or Canada):

NY

Zip Code | Postal Code:

10020

Is the creditor address outside of the US?

No
Yes

Contact phone:

Contact email:

brett.bakemeyer@whitecase.com

Would you like to add any additional noticing addresses?

No
Yes

4. Does this claim amend one already filed?

No
Yes

Claim number on court claims registry (if known)

5. Do you know if anyone else has filed a Proof of Claim for this claim?
No
Yes

Who made the earlier filing?

Part 2a: Give Information About the Claim as of the Date the Case Was Filed

6. Do you have any number you use to identify the debtor?

No
Yes

Last 4 digits of the debtor’s account or any number you use to identify the debtor:

If filing a claim for cryptocurrency, please fill in 7b.

7a. How much is the claim?

$ See Annex attached hereto

Does this amount include interest or other charges?

No
Yes. Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

If asserted liability is in a currency other than U.S. dollars or cryptocurrency, provide:

(i) the currency type:

FTX Non Customer Proof of Claim Form 5 / 10

 FTX Non Customer Proof of Claim Form

(ii) the amount in such currency

(iii) a conversion rate to U.S. dollars

7b. List the number of each type and quantity of each coin owed as of the date the case was filed (November 11, 2022)

Please use only numerals and decimals in the Count fields, up to a maximum of 21 digits or 20 digits and 1 decimal.

Coin List Count Coin List Count

Coin List Count Coin List Count

Coin List Count Coin List Count

Part 2b: Give Information About the Claim as of the Date the Case Was Filed

8. What is the basis of the claim?

See Annex attached hereto

9. Is all or part of the claim secured?

No
Yes. The claim is secured by a lien on property.

Nature of property:

Real estate

Motor vehicle

Other

Describe:

See Annex attached hereto

Basis for perfection:

See Annex attached hereto

Value of property (all amounts in US $ dollars):

See Annex attached hereto

Amount of the claim that is secured (all amounts in US $ dollars):

See Annex attached hereto

Amount of the claim that is unsecured (all amounts in US $ dollars):

See Annex attached hereto

Amount necessary to cure any default as of the date of the petition (all amounts in US
$ dollars):

Annual Interest Rate (when case was filed) % - Annual Interest Rate (when case was filed) %:
Fixed
Variable

10. Is this claim based on a lease?

No
Yes

FTX Non Customer Proof of Claim Form 6 / 10

 FTX Non Customer Proof of Claim Form

Amount necessary to cure any default as of the date of the petition (all amounts in US $ dollars).

11. Is this claim subject to a right of setoff?

No
Yes

Identify the property.

12. Is all or part of the claim entitled to priority under 11 U.S.C. § 507(a)?
No
Yes

Domestic support obligations (including alimony and child support) under 11 U.

S.C. § 507(a)(1)(A) or (a)(1)(B).

Up to $3,350 of deposits toward purchase, lease, or rental of property or

services for personal, family, or household use. 11 U.S.C. § 507(a)(7).

Wages, salaries, or commissions (up to $15,150) earned within 180 days before
the bankruptcy petition is filed or the debtor’s business ends, whichever is earlier.
11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5).

Other

13. Is all or part of the claim entitled to administrative priority pursuant to 11 U.S.C. § 503(b)(9)?
No
Yes.

Indicate the amount of your claim arising from the value of any goods received by the debtor within 20 days before the date of commencement of the above case(s), in which
the goods have been sold to the debtor in the ordinary course of such debtor’s business. If claim is for both goods and services, provide your total claim amount (goods &
services) in section 7a. and the value of the goods here. Attach documentation supporting such claim. See the instructions above on what further information is required.

FTX Non Customer Proof of Claim Form 7 / 10

 FTX Non Customer Proof of Claim Form

Part 3: Electronic Signature

The person completing this proof of claim must sign and date it. FRBP 9011(b).

If you file this claim electronically, FRBP 5005(a)(2) authorizes courts to establish local rules specifying what a signature is.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both.

18 U.S.C. §§ 152, 157, and 3571.

Check the appropriate box:

I am the creditor.
I am the creditor’s attorney or authorized agent.
I am the trustee, or the Debtor, or their authorized agent. Bankruptcy Rule 3004.
I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the amount of the claim, the creditor gave the debtor
credit for any payments received toward the debt.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on date (Calculated in UTC)

06/30/2023

Signature

I certify that I have completed my Proof of Claim form on the Kroll Restructuring Administration Portal. I hereby agree that my electronic signature herein complies with the
ESIGN Act, and accordingly shall have the same legal effect as my original signature.
I agree

Name of the person who is completing and signing this claim:

First Name/Middle Name/Last Name:

Peter Greaves

Title/Company:

JPL of FTX Digital Markets Ltd.

FTX Non Customer Proof of Claim Form 8 / 10

 FTX Non Customer Proof of Claim Form

Address 1:

22/F Prince's Building, Central

Address 2:

City:

Hong Kong

State or Province (use 2-letter abbreviation if US or Canada):

Zip Code | Postal Code:

Is this address outside of the US?

No
Yes

Country (if outside of the US):

China

Contact phone:

+852 2289 1826

Contact email:

peter.greaves@hk.pwc.com

Supporting Documentation

Attach Support Documentation (limited to a single PDF attachment that is less than 5 megabytes in size):
I have supporting documentation
I do not have supporting documentation

Attach a single PDF attachment that is less than 5 megabytes in size

 FTX - Proof of Claim - FTX Property Holdings Ltd (No. 22-11076).pdf 609 KB

Attachment Filename

FTX - Proof of Claim - FTX Property Holdings Ltd (No. 22-11076).pdf

FTX Non Customer Proof of Claim Form 9 / 10

8QLWHG6WDWHV%DQNUXSWF\&RXUW'LVWULFWRI'HODZDUH
&KHFNWKHER[WRLGHQWLI\WKH'HEWRUDJDLQVWZKRP\RXDVVHUWDFODLP VHOHFWRQO\RQH'HEWRUSHUFODLPIRUP :
‰ FTX Trading Ltd.
(Case No. 22-11068)
‰ Alameda Research Holdings Inc.
(Case No. 22-11069)
‰ Alameda Research Pte Ltd
(Case No. 22-11107)
‰ Allston Way Ltd
(Case No. 22-11079)
‰ Blockfolio, Inc.
(Case No. 22-11110)
‰ Cedar Grove Technology
Services, Ltd. (Case No. 22-11162)
‰ Cottonwood Technologies Ltd
(Case No. 22-11136)
‰ Deck Technologies Inc.
(Case No. 22-11139)
‰ FTX (Gibraltar) Ltd
(Case No. 22-11116)
‰ FTX Digital Assets LLC
(Case No. 22-11143)
‰ FTX EU Ltd.
(Case No. 22-11166)
‰ FTX Japan Holdings K.K.
(Case No. 22-11074)
‰ FTX Marketplace, Inc.
(Case No. 22-11168)
‰ FTX Structured Products AG
(Case No. 22-11122)
‰ FTX US Trading, Inc.
(Case No. 22-11149)
‰ Global Compass Dynamics
Ltd. (Case No. 22-11125)
‰ Hawaii Digital Assets Inc.
(Case No. 22-11127)
‰ Island Bay Ventures Inc
(Case No. 22-11129)
‰ LedgerPrime Bitcoin Yield
Enhancement Master Fund/3
(Case No. 22-11155)
‰ LedgerPrime Ventures, LP
(Case No. 22-11159)
‰ LT Baskets Ltd
(Case No. 22-11077)
‰ North Dimension Ltd
(Case No. 22-11160)
‰ Quoine India Pte Ltd
(Case No. 22-11091)
‰ Technology Services
Bahamas Limited
(Case No. 22-11095)
‰ West Realm Shires Inc.
(Case No. 22-11183)
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‰ Alameda Aus Pty Ltd
(Case No. 22-11104)
‰ Alameda Research KK
(Case No. 22-11106)
‰ Alameda Research Yankari
Ltd (Case No. 22-11108)
‰ Analisya Pte Ltd
(Case No. 22-11080)
‰ Blue Ridge Ltd
(Case No. 22-11083)
‰ Clifton Bay Investments LLC
(Case No. 22-11070)
‰ Crypto Bahamas LLC
(Case No. 22-11113)
‰ Deep Creek Ltd
(Case No. 22-11114)
‰ FTX Canada Inc
(Case No. 22-11117)
‰ FTX Digital Holdings
(Singapore) Pte Ltd
(Case No. 22-11118)
‰ FTX Europe AG
(Case No. 22-11075)
‰ FTX Japan K.K.
(Case No. 22-11102)
‰ FTX Products (Singapore)
Pte Ltd (Case No. 22-11119)
‰ FTX Switzerland GmbH
(Case No. 22-11169)
‰ FTX Ventures Ltd.
(Case No. 22-11172)
‰ Good Luck Games, LLC
(Case No. 22-11174)
‰ Hilltop Technology
Services LLC
(Case No. 22-11176)
‰ Killarney Lake Investments
Ltd (Case No. 22-11131)
‰ LedgerPrime Digital Asset
Opportunities Fund, LLC
(Case No. 22-11156)
‰ Liquid Financial USA Inc.
(Case No. 22-11151)
‰ Maclaurin Investments Ltd.
(Case No. 22-11087)
‰ North Wireless Dimension
Inc. (Case No. 22-11154)
‰ Quoine Pte Ltd
(Case No. 22-11161)
‰ Verdant Canyon Capital LLC
(Case No. 22-11096)
‰ West Realm Shires Services
Inc. (Case No. 22-11071)
3URRIRI&ODLP
‰ Alameda Global Services
Ltd. (Case No. 22-11134)
‰ Alameda Research LLC
(Case No. 22-11066)
‰ Alameda TR Ltd
(Case No. 22-11078)
‰ Atlantis Technology Ltd.
(Case No. 22-11081)
‰ Cardinal Ventures Ltd
(Case No. 22-11084)
‰ Clifton Bay Investments Ltd
(Case No. 22-11111)
‰ DAAG Trading, DMCC
(Case No. 22-11163)
‰ Digital Custody Inc.
(Case No. 22-11115)
‰ FTX Certificates GmbH
(Case No. 22-11164)
‰ FTX EMEA Ltd.
(Case No. 22-11145)
‰ FTX Exchange FZE
(Case No. 22-11100)
‰ FTX Japan Services KK
(Case No. 22-11103)
‰✔ FTX Property Holdings Ltd
(Case No. 22-11076)
‰ FTX Trading GmbH
(Case No. 22-11123)
‰ FTX Zuma Ltd
(Case No. 22-11124)
‰ Goodman Investments Ltd.
(Case No. 22-11126)
‰ Hive Empire Trading Pty Ltd
(Case No. 22-11150)
‰ Ledger Holdings Inc.
(Case No. 22-11073)
‰ LedgerPrime Digital Asset
Opportunities Master FunG
/3(Case No. 22-11157)
‰ Liquid Securities Singapore
Pte Ltd (Case No. 22-11086)
‰ Mangrove Cay Ltd
(Case No. 22-11088)
‰ Paper Bird Inc
(Case No. 22-11089)
‰ Quoine Vietnam Co. Ltd
(Case No. 22-11092)
‰ West Innovative Barista Ltd.
(Case No. 22-11097)
‰ Western Concord
Enterprises Ltd.
(Case No. 22-11098)
‰ Alameda Research
(Bahamas) Ltd
(Case No. 22-11105)
‰ Alameda Research Ltd
(Case No. 22-11067)
‰ Alameda TR Systems S. de
R.. L. (Case1R. 22-11109)
‰ Bancroft Way Ltd
(Case No. 22-11082)
‰ Cedar Bay Ltd
(Case No. 22-11085)
‰ Cottonwood Grove Ltd
(Case No. 22-11112)
‰ Deck Technologies Holdings
LLC (Case No. 22-11138)
‰ Euclid Way Ltd
(Case No. 22-11141)
‰ FTX Crypto Services Ltd.
(Case No. 22-11165)
‰ FTX Equity Record Holdings
Ltd (Case No. 22-11099)
‰ FTX Hong Kong Ltd
(Case No. 22-11101)
‰ FTX Lend Inc.
(Case No. 22-11167)
‰ FTX Services Solutions Ltd.
(Case No. 22-11120)
‰ FTX US Services, Inc.
(Case No. 22-11171)
‰ GG Trading Terminal Ltd
(Case No. 22-11173)
‰ Hannam Group Inc
(Case No. 22-11175)
‰ Innovatia Ltd
(Case No. 22-11128)
‰ LedgerPrime Bitcoin Yield
Enhancement Fund, LLC
(Case No. 22-11177)
‰ LedgerPrime LLC
(Case No. 22-11158)
‰ LiquidEX LLC
(Case No. 22-11152)
‰ North Dimension Inc
(Case No. 22-11153)
‰ Pioneer Street Inc.
(Case No. 22-11090)
‰ Strategy Ark Collective Ltd.
(Case No. 22-11094)
‰ West Realm Shires Financial
Services Inc.
(Case No. 22-11072)
‰ Zubr Exchange Ltd
(Case No. 22-11132)
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Part 1: Identify the Claim

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Part 2: Give Information About the Claim as of the Date the Case Was Filed

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 ANNEX A TO FTX DIGITAL MARKETS LTD.’s PROOFS OF CLAIM

THIS PROOF OF CLAIM AND ANNEX ARE SUBJECT IN ALL RESPECTS TO

THE RESERVATION OF RIGHTS SET FORTH IN SECTION II.

I. Executive Summary1

Claim Claim Type
Misappropriation of
FTX Digital Funds
Claim 1
(Clawback/Fraudulent
Transfer)
Additional
Claim 2 Intercompany
Transactions
Claim 3 Property Expenses
Corporate Expenses
Claim 4 Paid on Behalf of
Other Estates
International
Customer Deposits on
Claim 5 the FTX International
Platform and Related
Liabilities
Alternative Claim for
Claim 6 Indemnification as
Agent
Estimated
Description
Amount2
The Claimant asserts secured claims against the
U.S. Debtors concerning transfers from FTX
Digital’s accounts to certain U.S. Debtors that No less than
total no less than $7,714,045,338.20 under $7,714,045,338.20
multiple theories of applicable law outlined
herein.
The Claimant asserts claims for accounts
receivable from various U.S. Debtors for No less than
payments made on their behalf for, among other $47,627,963.83
things, payment of bonuses, payroll, and/or
expenses made by FTX Digital.3
The Claimant asserts a claim against FTX
Property Holdings for loans to FTX Property No less than
Holdings for both the acquisition and maintenance $256,291,221.47
of its properties.
The Claimant asserts a claim for services rendered
and certain overhead expenses incurred by the No less than
U.S. Debtors and paid by FTX Digital pursuant to $16,226,191.34
the Services Agreement or otherwise.
Contingent upon adjudication of the Migration
Issue, the Claimant asserts a claim against the US
Debtors for all International Customer deposits on Unliquidated4
the FTX International Platform and all liabilities
in connection therewith.
If it is determined that the International Customers
No less than
did not migrate to FTX Digital, the Claimant
$1,116,600,000
asserts claims for indemnification in connection

1 This Executive Summary provides an overview of the Proofs of Claim. The Claimant relies upon the substance within this
Annex A and any amendments thereto to support its Proofs of Claim. All capitalized terms used but not defined in the Executive
Summary or Reservation of Rights have the meaning set forth herein.
2 None of the amounts asserted in this Claim are duplicative of any other categories.

3 For the avoidance of doubt, none of the amounts asserted in this claim category are duplicative of any other categories.

4 The U.S. Debtors have reported that the FTX.com customer deposits as of the Petition Date are $11.2 billion. [D.I. 792 and

1101]. The books and records available to the JPLs indicate that the FTX.com customer deposits amount to approximately $7.8
billion as of the Petition Date. Therefore, the JPLs reserve all rights to supplement this Claim based upon additional information,
which has been requested from the U.S. Debtors commensurate with the filing of this Proof of Claim.
 with (among other things) FTX Digital’s services
as agent to various U.S. Debtors, including
services under the New Terms of Service and in
support of the FTX International Platform.
Other claims may be identified if/when the
Contingent and Claimant is granted access to all of its information
Claim 7 N/A
Unliquidated Claims and any other information requested from the U.S.
Debtors.
$9,150,790,714.84
billion plus
Total claims against all U.S. Debtors in the
Total contingent and
aggregate.
unliquidated
amounts

II. Reservation of Rights

1. These Proofs of Claim are based solely on the information currently available to

the Claimant5 at this time, and may be materially amended following receipt of additional

information in the possession of the U.S. Debtors.

2. The assertion of the claims herein by the Claimant is not a concession or

admission as to the correct characterization or treatment of any such claim, nor a waiver or

limitation of any rights of the Claimant under any applicable law, whether at law or equity,

including, but not limited to, the right to setoff under section 553 of the Bankruptcy Code and/or

recoupment. The execution and filing of these Proofs of Claim are not and shall not be deemed

as: (a) a waiver or release of the Claimant’s rights against any other entity or person liable for all

or any part of the Claims asserted herein; (b) a consent by the Claimant to the jurisdiction of this

Court or any court within the United States with respect to any proceeding commenced in this

case against or otherwise involving the Claimant; (c) consent by the Claimant to this Court or

any court within the United States to adjudicate the determination regarding the property of, or

claims held by or asserted against, the Claimant and/or its estate, including (i) adjudication of the

5 For purposes of this section II, “Claimant” shall be read to include the JPLs, where applicable.

2
actions claimed against the U.S. Debtors as identified in this Proof of Claim, (ii) any claim for

breach of, or under, that certain Settlement and Cooperation Agreement, dated January 6, 2023

between FTX Digital and the U.S. Debtors (the “Cooperation Agreement”), or (iii) for breach

of Claimant’s automatic stay; (d) a waiver of the Claimant’s right to have final orders in non-

core matters, or core matters to which Stern v. Marshall, 564 U.S. 462 (2011) applies, entered

only after de novo review by a United States District Court Judge; (e) a waiver of the right to

move to withdraw the reference with respect to the subject matter of the Claim, any objection or

other proceedings commenced with respect thereto or any other proceedings commenced in this

case against or otherwise involving the Claimant; (f) a waiver or release by the Claimant of any

right to trial by jury, or a consent by the Claimant to a trial by jury, in this Court or any other

court; (g) a waiver of any right to the subordination or recharacterization, in favor of the

Claimant, of indebtedness or liens held by any creditors of the U.S. Debtors, or any of their

affiliates; (h) an election of remedies which waives or otherwise affects any other remedy; (i) a

waiver of any right to assert that any portion of the Claims are an administrative expense; (j) a

waiver of any indebtedness owed to or rights held by the Claimant with respect to any U.S.

Debtor or non-U.S. Debtor affiliate or other entity; (k) a waiver of any rights to fees, indemnity,

costs, and expenses; (l) a waiver of any rights to seek or receive adequate protection from any of

the U.S. Debtors, or (m) a waiver of any administrative expense claims for any claims of

Claimant that arose postpetition, including any claim for breach of, or under, the Cooperation

Agreement, for breach of FTX Digital’s automatic stay, or expenses and costs expended

postpetition related to FTX Property Holdings (as defined below).

3. The Claimant reserves the right to supplement and/or support this Proof of Claim,

or respond to any objections thereto, with additional materials, and the right to file additional

3
proofs of claim. Neither this Proof of Claim nor any of its contents shall be deemed or construed

as an acknowledgment or admission of any wrongdoing, breach of duty, liability, damages, or

obligations on the part of the Claimant. The Claimant hereby expressly reserves all procedural

and substantive defenses with respect to any claim that may be asserted against the Claimant.

III. Introduction and Background

4. Claimant. The claimant is FTX Digital Markets Ltd.6 (“FTX Digital” or the

“Claimant”) in provisional liquidation in the Commonwealth of The Bahamas pursuant to the

Companies (Winding Up Amendment) Act, 2011 (the “Provisional Liquidation”).

5. Brian C. Simms KC, Kevin G. Cambridge, and Peter Greaves (the “Joint

Provisional Liquidators,” the “JPLs,”) are the joint provisional liquidators appointed in the

Provisional Liquidation and displaced the board and management of FTX Digital as of date of

their appointments.

6. The JPLs filed the Verified Petition for Recognition of Foreign Insolvency

Proceeding and Related Relief (the “Recognition Petition”)7 on behalf of FTX Digital seeking

recognition of the Provisional Liquidation,8 after which the Court entered an order granting the

Recognition Petition (the “Recognition Order”) and recognizing the Provisional Liquidation as

a foreign main proceeding and the JPLs as FTX Digital’s foreign representatives.9

6 FTX Digital Markets Ltd. (in Provisional Liquidation) was incorporated in the Commonwealth of The Bahamas as an
International Business Company, registered number 207269B.
7 The JPLs initially filed the Recognition Petition on November 15, 2022 in the United States Bankruptcy Court for the Southern

District of New York (the “SDNY Bankruptcy Court”). Case No. 22-bk-11516 (MEW) (Bankr. S.D.N.Y.), ECF 1, Recognition
Petition. On November 22, 2022, this Court entered an agreed order transferring venue of the Chapter 15 Case (as defined
herein) to this Court. Case No. 22-11068, D.I. 131, Agreed Order to Transfer Venue.
8 Case No. 22-11217, D.I. 1, Recognition Petition.

9 Case No. 22-11217, D.I. 129, Recognition Order.

4
 7. The JPLs file these proofs of claim (the “Proofs of Claim” or “Claims”)10 on

behalf of FTX Digital in their capacity as (a) the appointed foreign representatives in FTX

Digital’s chapter 15 case, Case No. 22-11217 (Bankr. D. Del.) (the “Chapter 15 Case”) and

(b) the Joint Provisional Liquidators in the Provisional Liquidation.

8. FTX Digital. FTX Digital is registered as a digital asset business under the

Digital Assets and Registered Exchange Act, 2020 (the “DARE Act”). FTX Digital is registered

to provide, inter alia, (i) an exchange between digital assets and fiat currency and (ii) an

exchange between one or more forms of digital assets.11 FTX Digital operated a digital asset

exchange, which offered functionality similar to traditional brokerage accounts.

9. The FTX group (“FTX”) operated an international cryptocurrency platform.12

Initially, FTX Trading Ltd. (“FTX Trading”) was responsible for running FTX’s international

digital asset exchange platform (the “FTX International Platform”) — the platform through

which FTX did business with somewhere between 2.4 million to upwards of 7.6 million

customers (“International Customers”).13

10. As explained in part by the JPL’s Motion to Lift Stay and associated pleadings

and testimony,14 on or about May 13, 2022, all the International Customers using the FTX

10
Because this Annex is attached to multiple Proofs of Claim, use of the singular “Proof of Claim” or “Claim” includes the plural
“Proofs of Claim” and “Claims,” as applicable, and use of the plural “Proofs of Claim” or “Claims,” includes the singular “Proof
of Claim” and “Claim,” as applicable.
11 Case No. 22-11217, D.I. 2, Declaration of Brian Cecil Simms KC in Support of Petition for Recognition Under Chapter 15 of

the Bankruptcy Code (the “Simms Declaration”).

12 Case No. 22-11068, D.I. 57, Declaration of Edgar W. Mosley II In Support of Chapter 11 Petitions and First Day Pleadings.

13 Case No. 22-11068, D.I. 1577, Notice of Filing of Proposed Joint Pretrial Order ¶ 2 (the “Joint Pretrial Order”).

14 See e.g., Case No. 22-11068, D.I. 1192, Motion of the Joint Provisional Liquidators for a Determination that the U.S. Debtors’

Automatic Stay Does Not Apply to, or in the Alternative for Relief from Stay for Filing of the Application in the Supreme Court of
the Commonwealth of the Bahamas Seeking Resolution of Non-US Law and Other Issues ¶¶ 31-32 (the “Motion to Lift Stay”);
Case No. 22-11068, D.I. 1194, Declaration of Peter Greaves in Support of the Joint Provisional Liquidators for a Determination
that the U.S. Debtors’ Automatic Stay Does Not Apply to, or in the Alternative for Relief from Stay for Filing of the Application in
the Supreme Court of the Commonwealth of the Bahamas Seeking Resolution of Non-U.S. Law and Other Issues ¶ 16; Case No.
22-11068, D.I. 1480, Omnibus Reply of the Joint Provisional Liquidators of FTX Digital Markets Ltd. to Objections to the
Motion for a Determination that the U.S. Debtors’ Automatic Stay Does Not Apply to, or in the Alterative for Relief from Stay for
Filing of the Application in the Supreme Court of the Commonwealth of The Bahamas Seeking Resolution of Non-US Law and
Other Issues ¶ 43; Hr’g Tr., June 8, 2023 at 29:25-30:2.

5
International Platform migrated or were otherwise legally novated to FTX Digital. This issue of

migration (the “Migration Issue”) has been a topic of much debate. The JPLs reserve all rights

with respect to the Migration Issue and will address the Migration Issue in the appropriate forum.

11. FTX Digital held fiat and digital assets in, potentially, two capacities (i) for its

own account and (ii) in trust for the account of International Customers (the “Trust Issue”).

Based on the JPLs’ investigations, it is arguable that FTX Digital held certain fiat and digital

assets in trust for International Customers, therefore making FTX Digital a trustee of fiat and

digital assets. The JPLs reserve all rights with respect to the Trust Issue and will address the

Trust Issue in the appropriate forum.

12. Adversary Proceeding. On March 19, 2023, FTX Trading and its affiliated

debtors (the “U.S. Debtors”) filed an adversary proceeding against FTX Digital, each of the

JPLs, and John Does 1-20 (the “Adversary Proceeding”).15 In the Adversary Proceeding, the

U.S. Debtors allege that the creation and entire operation of the FTX Digital estate was an

intentionally fraudulent scheme and that, therefore, the New Terms of Service (as defined in the

Amended Complaint) are invalid, meaning the assets (including customer deposits) and liabilities

of the FTX International Platform did not transfer to FTX Digital.16 The Migration Issue is

currently in front of this Court. The JPLs dispute the U.S. Debtors’ claims and whether the

Migration Issue is properly in this Court’s jurisdiction and will respond in due course.

IV. Claims17

13. Claim 1 – Misappropriation of $7.7 billion of FTX Digital Funds. FTX Digital

opened several accounts, including bank accounts (the “FTX Digital Accounts”), to fulfill its

15 The U.S. Debtors filed an amended complaint (the “Amended Complaint”) on June 14, 2023. See Adv. Pro. No. 23-50145-
JTD, D.I. 18.
16 Adv. Pro. No. 23-50145-JTD, D.I. 1.

17 A schedule of the listed claims that apply to each U.S. Debtor entity and the total aggregated amount is attached hereto as

Exhibit A.

6
role of operating the FTX International Platform. FTX Digital transacted with International

Customers through these accounts and used the accounts to hold both fiat and digital assets

(“Customer Deposits”) for either itself or in trust for the International Customers. Between

November 2021 and November 2022, certain of the funds in the FTX Digital Accounts were

transferred (the “Deposit Transfers”) to various U.S. Debtors without notation on FTX Digital’s

trial balance or other internal accounts, and the documents in the JPLs’ possession indicate that

FTX Digital’s directors gave no consideration as to whether such Deposit Transfers were in the

interests of FTX Digital, its creditors or, to the extent it was a trustee, to its trust beneficiaries.

There is also no evidence that FTX Digital received any consideration in return for the Deposit

Transfers.18

14. Indeed, the records available to the JPLs, including bank statements, reveal no

less than approximately $7.7 billion of such unauthorized Deposit Transfers, with approximately

$2.1 billion to Alameda Research LLC, Alameda Research Ltd. and North Dimensions Inc.,

collectively and $5.6 billion sent to FTX Trading. The U.S. Debtors do not dispute the

occurrence of the Deposit Transfers.19

15. These Deposit Transfers are voidable or subject to clawback under applicable

law20 under a number of legal theories, including, but not limited to:

 Knowing Receipt of Assets and Imposition of Constructive Trust and

Constructive Lien: Under Bahamas law, if a transferee receives assets knowing
that the assets have been transferred in violation of the fiduciary duties owed by
the transferor’s directors to the transferor, the transferee can be treated as a
constructive trustee and a lien can be imposed on the assets the transferee
received or, in the alternative, be required to repay the monetary equivalent of the
18 Id.
19 Hr’g Tr., June 8, 2023 at 56:6-7 (“I don’t think that [$7.7 billion] is incorrect. You know, I see those transfers.”).
20 The JPLs assert that because the FTX Digital Accounts (where the Deposits Transfers were instigated from) and the assets held

therein were located, controlled, and governed by the law of The Bahamas and because FTX Digital is incorporated and operated
in The Bahamas, the law of the Bahamas most likely applies to the legality of the Deposit Transfers. Even if, arguably, some
other law applies, the JPLs assert the laws of Antigua & Barbuda and/or the British Virgin Islands apply, which share the same
laws as The Bahamas in relation to the claims asserted within this Claim 1.

7
 assets transferred with interest at a commercial rate. The directors of FTX Digital
breached their fiduciary duties by authorizing the Deposit Transfers because no
consideration was given as to whether such transfers were in the best interests of
FTX Digital.21 The U.S. Debtors, as transferees, whose directors and officers had
substantial overlap with those of FTX Digital, received the Deposit Transfers with
knowledge that the Deposit Transfers were authorized by FTX Digital’s directors
in breach of their fiduciary duties. Moreover, because it is highly likely that the
Deposit Transfers were made at a time when FTX Digital was insolvent or
became insolvent as a consequence of the Deposit Transfers, the directors of FTX
Digital breached their fiduciary duty to FTX Digital to take into consideration its
creditors. Again, because the directors of FTX Digital and the U.S. Debtors
substantially overlap, the U.S. Debtors received the Deposit Transfers with
knowledge of the breach of fiduciary duty.
Similarly, if FTX Digital is found to hold the Customer Deposits in trust, the U.S.
Debtors knew (a) the Customer Deposits were held in trust and (b) that FTX
Digital made the transfers in breach of trust on the basis that (i) the International
Customers did not permit transfers of their assets to be used in speculative
investments about which the International Customers were unaware and/or (ii) the
trust assets were diverted away for no consideration.
Therefore, FTX Digital has a secured claim against the U.S. Debtors as
constructive trustees of the Deposit Transfers.
 Preference Claims Arising under the Bahamas Companies Winding Up
Amendment Act (the “CWUAA”): Section 241 of the CWUAA provides that
FTX Digital may recover every payment made in favor of a creditor if such
payment (a) was made when FTX Digital was unable to pay its debts, (b) gave the
receiving creditor a preference over other creditors, and (c) occurred within six
months preceding the commencement of the Provisional Liquidation. Upon
information and belief, at least some of the Deposit Transfers were preferential
under section 241 of the CWUAA and are thus voidable as a matter of law. If the
Deposit Transfers are found to be preferential, the recipient may be ordered to
repay such funds to FTX Digital, with compound interest at a commercial rate.
 Intentional Fraudulent Transfer Claims Arising under the CWUAA. Section
242 of the CWUAA allows the JPLs to avoid any disposition of an asset that was
made (a) for less than equivalent value and (b) with an intent to harm other
creditors. Upon information and belief, the Deposit Transfers were made without
the receipt of reasonably equivalent value, and were made with the intent to harm
the creditors of FTX Digital, including customers of the FTX International
Platform. If a court finds that section 242 of the CWUAA was violated, it may

21 Where it can be shown that the directors did not give any separate consideration to a company’s interests, the standard under
English law is whether an intelligent honest man in the position of the director concerned could in the whole of the existing
circumstances have reasonably believed that the transaction was for the benefit of the company. The effect, therefore, is to
substitute an objective test for a subjective one: see Re Colin Gwyer & Associates Limited v. London Wharf [2002] EWHC 2748
at [72] -[74]. The Claimant is prepared to provide copies of all cases cited in this Annex to the Court, the U.S. Debtors and other
parties in interest, as necessary, upon request.

8
 order the transferee to make a contribution which, typically, is a sum representing
the loss caused to the company because of such transfer together with interest at a
commercial rate.22
 Dishonest Assistance in Breach of Fiduciary Duty or Breach of Trust: Under
Bahamas law, if a transferee dishonestly assisted the directors of the transferor or,
if the transferor is a trustee, the transferor itself, to make a prohibited transfer by
assisting in the diversion of the transfer to the transferee itself or third parties, the
transferee will be liable for the amount of the transfer or damage to the transferor
for dishonest assistance in the breach of a fiduciary duty. Because there was
substantial overlap in the management of the FTX entities, the U.S. Debtors, as
transferee, dishonestly assisted FTX Digital directors (alternatively FTX Digital,
as trustee) in authorizing the Deposit Transfers with the purpose of perpetuating a
fraud on FTX Digital’s customers. Moreover, assuming the Customer Deposits
were held in trust, the U.S. Debtors dishonestly assisted with the Deposit
Transfers knowing the Customer Deposits were held in trust. Therefore FTX
Digital has a claim against the U.S. Debtors in the amount of the Deposit
Transfers and any other damages that a court determines as a result of the
dishonest assistance (including compound interest at a commercial rate). Further,
to the extent such funds can be traced, a court may order that such funds are
subject to a lien in favor of FTX Digital.
 Unlawful Means Conspiracy: Under Bahamas law, where a claimant proves that
he has suffered loss or damage as a result of unlawful action taken pursuant to a
conspiracy to injure him by unlawful means, whether or not it is the predominant
purpose of the conspirators to do so, a cause of action for unlawful means
conspiracy exists. At the time of the Deposit Transfers, the directors of FTX
Digital had a fiduciary duty to act in the best interest of FTX Digital’s estate.
Alternatively, if FTX Digital is found to hold Customer Deposits in trust, then as
trustee, FTX Digital has a fiduciary duty to act in the best interest of the
beneficiaries of the trust (i.e., the International Customers). The U.S. Debtors
conspired with the directors of FTX Digital, alternatively FTX Digital as trustee,
to breach these duties. Therefore, FTX Digital has a claim against the U.S.
Debtors for damages plus interest at a commercial rate from the date of incurrence
of the loss caused by the unlawful means conspiracy to divert the Deposit
Transfers to the U.S. Debtors.23
 Transfer by Mistake of Law or Fact: Bahamas law provides relief from the
consequences of mistake whether such mistake is of law or fact. FTX Digital,
acting by its directors, made a mistake of law and/or fact when it authorized the
Deposit Transfers believing, wrongly, that it was entitled to do so when, under the
New Terms of Service, FTX Digital was not permitted to because (i) the

22 The JPLs reserve the right to assert claims against the U.S. Debtors for fraudulent transfer (constructive or actual) under any
applicable law, including laws of the United States.
23 FTX Digital’s participation in the conspiracy does not bar its ability to seek damages from co-conspirators. As the UK

Supreme Court held in Bilta (UK) Ltd (in liquidation) v Nazire [2015] UKSC 23, [2016] AC 1 the conduct of a company’s
directors cannot be attributed to the company when the victim of the directors’ actions was the company itself.

9
 International Customers did not permit transfers of assets to be used in speculative
investments about which the International Customers were unaware and/or (ii) it
would violate FTX Digital’s contractual duty to safeguard the assets and not
divert them away for no consideration. Similarly, if the Customer Deposits were
held in trust by FTX Digital, FTX Digital, acting through its directors, made a
mistake of law because it either believed that the trust permitted FTX Digital to
make the Deposit Transfers or that the assets represented by the Deposit Transfers
were not trust assets. Either way, the Deposit Transfers are voidable for mistake.
Therefore, FTX Digital has a claim against the U.S. Debtors to restore the Deposit
Transfers or the equivalent monetary value of the Deposit Transfers to FTX
Digital with interest at a commercial rate.
 Monetary Contribution for Intent to Defraud under the CWUAA. Section
243 of the CWUAA provides that the Bahamas Court may order any party who
was knowingly a party to the carrying on of the business of FTX Digital with
intent to defraud creditors or for any fraudulent purpose to make a monetary
contribution to FTX Digital’s estate in an amount the court deems proper. The
U.S. Debtors have alleged in the Adversary Proceeding that FTX Digital was “a
front to facilitate a conspiracy to defraud the [U.S.] Debtors’ customers.”24 If the
U.S. Debtors’ allegation is true (which the JPLs do not concede), then it stands to
reason that one or more of the U.S. Debtors participated in the fraud, and may be
liable for contribution under section 243 of the CWUAA.
16. Based on the foregoing causes of action described above as “Claim 1,” FTX

Digital asserts a contingent, secured claim in an amount of no less than $7,714,045,338.20 with

respect to the Deposit Transfers against each of the U.S. Debtors to the extent any such entity

received funds directly or indirectly according to the claims in the aforementioned section. The

Claimant is continuing to investigate, has requested additional information from the U.S.

Debtors, and reserves the right to amend its Proofs of Claim as additional information becomes

available.

17. Claim 2 – Additional Intercompany Transactions. The JPLs’ investigations to

date show accounts receivable on FTX Digital’s trial balance from two of the FTX Group

entities. More specifically, FTX Digital has accounts receivable from:

Alameda Research Ltd. for $45,947,963.83; and

24 Adversary Complaint, ¶ 5.

10
 FTX Trading Ltd. for: $1,680,000.

18. The books and records of Claimant indicate that these intercompany transfers

were made directly to the U.S. Debtors or to third parties on their behalf for, among other things,

bonus payments, payroll, and/or expenses made by FTX Digital. Therefore FTX Digital asserts

an unsecured claim against each of these U.S. Debtors in the amount specified above.

19. Additionally, the JPLs have requested (but not received) copies of all applicable

documents and records with respect to any intercompany transfers between the U.S. Debtors and

FTX Digital in many instances, formally and informally, including with respect to their

information requests related to the Cooperation Agreement and with respect to their Motion to

Lift Stay. As such, Claimant reserves the right to amend its Proof of Claim to assert additional

intercompany claims uncovered by additional information it receives.

20. Claim 3 – Property Expenses. FTX Property Holdings Ltd. (“FTX Property

Holdings”) is an International Business Company incorporated in The Bahamas.25 FTX

Property Holdings is owned solely by FTX Trading.26

21. FTX Property Holdings has held properties on the island of New Providence in

The Bahamas, including offices for the benefit of FTX Digital.27 FTX Property Holdings

conducted no business other than ownership of Bahamian real property.28

22. As part of their investigation, the JPLs have identified 35 properties owned by

FTX Property Holdings, all located in The Bahamas (the “Bahamian Properties”).29 Amounts

paid for each of the Bahamian Properties, including the purchase price, the fees and maintenance

25 Case No. 22-11076, D.I. 214, Declaration of Brian C. Simms KC in Support of Motion of the Joint Provisional Liquidators of
FTX Digital Markets Ltd. to Dismiss the Chapter 11 Case of FTX Property Holdings Ltd. ¶ 8 (the “Motion to Dismiss
Declaration”).
26 Case No. 22-11076, D.I. 1, Corporate Ownership Statement at 6.

27 Mot. to Dismiss Decl. ¶ 8.

28 Id.

29 Id. ¶ 10.

11
costs for each of the Bahamian Properties were paid by FTX Digital, but title was transferred to or

remained in the name of FTX Property Holdings.30 The payments made by FTX Digital for FTX

Property Holdings’ properties were either directly paid to the seller or accounted for as debts owed

by FTX Property Holdings to FTX Digital on FTX Digital’s books and records.31 As of October

5, 2022, the total amount recorded as owed by FTX Property Holdings to FTX Digital was

$256,291,221.47.32

23. In addition, as noted above, the JPLs reserve the right and shall assert an

administrative expense claim for fees, maintenance and maintenance costs incurred by FTX

Digital postpetition for upkeep and maintenance of the properties.

24. Claim 4 – Corporate Expenses Paid on Behalf of Other Estates. FTX Digital and

FTX Trading executed a services agreement (the “Services Agreement”) on September 23,

2021, which was in effect for a short period prior to FTX Digital commencing its full operations.

Under the Services Agreement, FTX Digital agreed to (among other things) perform certain

“general administrative or technical services” in exchange for a service fee equal to FTX

Digital’s “direct and indirect costs of performing the [s]ervices, plus eight percent (8%) of such

costs.”33 FTX Digital’s books and records indicate that $16,226,191.34 attributable to the

prepetition period remains outstanding from FTX Trading pursuant to such Services Agreement.

25. Additionally, although the JPLs have requested such information, the JPLs have

not yet received information from the U.S. Debtors concerning whether other services

agreements were entered into formally or informally between FTX Digital and any other U.S.

30 Id. ¶ 11.
31 Id. ¶ 12.
32 Id.

33 Trading Services Agreement, Ex. A.

12
Debtors. Therefore, the JPLs reserve the right to assert claims for services rendered for other

U.S. Debtors if information becomes available to support these Claims.

26. Claim 5 – International Customer Deposits on the FTX International Platform and

Related Liabilities. Upon adjudication of the Migration Issue, if it is determined by an

appropriate court that any or all customers were migrated to FTX Digital, FTX Digital asserts

claim for the total deposits held on the FTX International Platform in an unliquidated amount, no

less than $7,871,473,108 plus an unliquidated amount for all liabilities assumed in connection

therewith. As noted above, the U.S. Debtors have reported the FTX.com customer payables of

$11.2 billion as of the Petition Date. [D.I. 792 and 1101]. The Claimant’s investigations to date

do not support the same amount, and therefore the Claimant reserve all rights to supplement this

amount based upon additional information once the U.S. Debtors make it available.

27. Claim 6 – Alternative Claim for Indemnification as Agent. Upon adjudication of

the Migration Issue, if it is determined by a Court that no International Customers were migrated

to FTX Digital, the Claimant asserts in the alternative that FTX Digital was acting as FTX

Trading’s actual agent or apparent agent under applicable law.34

28. Article VIII of the FTX Trading articles of incorporation (the “Trading Articles

of Incorporation”) provides:

The Company shall indemnify any and all of its [ ] agents [ ] or

agents or any person or persons who may have served at its request
as [ ] agent of another corporation [ ] or other enterprise in which it
owns capital shares or of which it is a creditor to the full extent
permitted by law. Said indemnification shall include, but not
limited to, the expenses, including the cost of any judgements,
fines settlements [sic] and counsel’s fees, actually and necessarily
paid or incurred in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative, and any
appeals thereof, to which any such person or his legal

34The JPLs reserve their rights to assert an indemnification claim against FTX Trading and any other U.S. Debtors even if it is
determined that the International Customers were migrated to FTX Digital.

13
 representative may be a party or may be threatened to be made a
party by reason of his being or having been [ ] agent as herein
provided. The foregoing right of indemnification shall not be
exclusive of any rights to which any [ ] agent may be entitled as a
matter of law or which he may be lawfully granted

29. The Trading Articles of Incorporation requires FTX Trading to indemnify its

agents (and certain agents of its subsidiaries).35 Therefore, the Claimant asserts, in the

alternative, an indemnification claim against FTX Trading for any amounts that might arise in

the Provisional Liquidation by customers or creditors the overhead costs of running the FTX

International Platform, potential customer claims asserted against FTX Digital, and FTX

Digital’s counsel fees. Such claim is in an amount of no less than $1,116,600,000 against FTX

Trading for all expenses and liabilities related to FTX Digital’s services as agent to FTX

Trading, including (but not limited to) all expenses and liabilities related to FTX Digital’s

performance as service provider for the FTX International Platform.36

30. The JPLs’ investigations show that twenty-four (24) other U.S. Debtors have

similar indemnification clauses in their formation documents that provide indemnification for

agents of such U.S. Debtors. As such, the Claimant asserts an alternative indemnification claim

against each such U.S. Debtor in an unliquidated amount for acting as agent with respect to

operating the FTX International Platform. Concurrently with filing this Proof of Claim, the JPLs

are requesting copies of all applicable organizational documents for all U.S. Debtors and all

documents regarding any FTX Digital acting as their agent. As such, FTX Digital reserves the

right to amend its Proofs of Claim to assert a claim for indemnification against additional U.S.

Debtors.

35Trading Articles of Incorporation, Art. VIII.

36 This amount assumes migration of the International Customers did not occur from FTX Trading to FTX Digital, but the JPLs
reserve their rights to amend this Proof of Claim to assert such additional amounts as an indemnification claim if it is determined
the International Customers did migrate.

14
 31. Claim 7: Contingent and Unliquidated Claims. Notwithstanding its requests to,

and an agreement with, the U.S. Debtors for turnover of certain vital information, FTX Digital

has yet to receive access to all relevant documents from the U.S. Debtors regarding FTX

Digital’s estate, including documents sufficient to show any other claims FTX Digital may hold

against the U.S. Debtors’ estates.

32. As noted above, the JPLs have made numerous requests to the U.S. Debtors for

access to certain records, filed an emergency motion for turnover when the U.S. Debtors refused

to provide access to the information, and agreed to resolve several disputes (including the

turnover of requested information) in the Cooperation Agreement. The U.S. Debtors have failed

to provide all of the information required by the Cooperation Agreement.

33. As a result, the Claimant is unable to identify each of its claims against the U.S.

Debtors’ estates with specificity. Therefore, the Claimant reserves its right to amend each Proof

of Claim filed as and when they receive access to information regarding their claims against the

U.S. Debtors’ estates.

V. Miscellaneous Information

34. Supporting Documents. The Claimant does not attach the bank records and other

documentation that support these Proofs of Claim because they are voluminous and are believed

to already be in the U.S. Debtors’ possession. The Claimant is prepared to provide a copy of the

supporting documentation to the Court, the U.S. Debtors, and other parties in interest as

necessary upon request, subject to appropriate confidentiality restrictions.

35. Secured Interests and Priority Status. These Claims are filed as secured and

unsecured, without any prejudice to any and all rights of the Claimant to assert that all or any

portion of the Claims are subject to secured status or otherwise entitled to administrative priority

15
under sections 503(b) and 507(b) of the Bankruptcy Code, or for the Claimant to file a

subsequent proof of claim.

36. Setoff Rights. While Claimant is unable to assess the validity of any potential

setoff claim at this time, upon the information Claimant has as of the filing of this Claim, these

Claims are not subject to any known setoffs, defenses or counterclaims by the U.S. Debtors. To

the extent any U.S. Debtors assert claims against the Claimant, the Claimant reserves the right to

assert that such claims are subject to rights of setoff or recoupment.

37. Amendments. The Claimant expressly reserves its right to file any separate or

additional proof of claim with respect to the Claims set forth herein or otherwise (which proof of

claim, if so filed, shall not be deemed to supersede these Proofs of Claim unless expressly so

stated therein), to amend or supplement these Proofs of Claim in any respect, including with

respect to the filing of an additional or amended claims for the purpose of fixing and liquidating

any contingent or unliquidated claim set forth herein, or to file additional proofs of claim in

respect of additional amounts or for any other reason.

38. Judgments. Although no judgments have been entered as of the filing of this

proof of claim, certain issues related to the Claims asserted by FTX Digital are the subject of

pending litigation, including the Adversary Proceeding.

39. Notices/Payments. All notices with respect to these Proofs of Claim should be

sent to:

Joint Provisional Liquidators of FTX Digital Markets Ltd.

Brian C. Simms KC
Kevin G. Cambridge
Peter Greaves
3 Bayside Executive Park
Nassau, The Bahamas
BSimms@lennoxpaton.com
peter.greaves@hk.pwc.com

16
 kevin.cambridge@pwc.com

with copies to:

White & Case LLP

Jessica C. Lauria
Brian D. Pfeiffer
Brett L. Bakemeyer
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
jessica.lauria@whitecase.com
brian.pfeiffer@whitecase.com
brett.bakemeyer@whitecase.com

Richards, Layton & Finger, P.A.

Kevin Gross
Paul N. Heath
Brendan J. Schlauch
David T. Queroli
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
gross@rlf.com
heath@rlf.com
schlauch@rlf.com
queroli@rlf.com

40. All payments with respect to these Proofs of Claim should be sent to:

Joint Provisional Liquidators of FTX Digital Markets Ltd.

Brian C. Simms KC
Kevin G. Cambridge
Peter Greaves
3 Bayside Executive Park
Nassau, The Bahamas
BSimms@lennoxpaton.com
peter.greaves@hk.pwc.com
kevin.cambridge@pwc.com

17
 EXHIBIT A

Aggregate Claims Chart

 Aggregate Claims Chart1

Claim 1 Claim 2 Claim 3 Claim 4 Claim 5 Claim 6 Claim 7

U.S. (Contingent/
(Deposit (Intercompany (Property (Corporate (Customer (Indemnification Total
Debtor2 Unliquid.
Transfers) 3 Claims) Expenses) Expenses) Deposits) Claims) 4
Claims)
No less than
FTX Trading $6,737,015,191.34
LTD., $5,602,509,000.00 $1,680,000.00 TBD $16,226,191.34 Unliquidated $1,116,600,000 TBD plus an
No. 22-11068 unliquidated
amount
No less than
Alameda
$751,592,171.74
Research
$705,644,207.91 $45,947,963.83 TBD TBD TBD Unliquidated TBD plus an
LTD,
unliquidated
No. 22-11067
amount
No less than
Alameda
$5,018,000.00 plus
Research LLC, $5,018,000.00 TBD TBD TBD TBD Unliquidated TBD
an unliquidated
No. 22-11066
amount
No less than
North
$1,400,874,130.29
Dimension
$1,400,874,130.29 TBD TBD TBD TBD Unliquidated TBD plus an
Inc.,
unliquidated
No. 22-11153
amount
No less than
FTX Property
$256,291,221.47
Holdings
TBD TBD $256,291,221.47 TBD TBD Unliquidated TBD plus an
LTD.,
unliquidated
No. 22-11076
amount

1
The information included in this chart reflects the information and records currently available to the Claimant. As noted in the Annex above, the Claimant’s
claims against all U.S. Debtors are subject to ongoing investigation and may be materially modified and/or amended following the receipt of requested information
from the U.S. Debtors. Accordingly, the Claimant reserves the right to supplement this Aggregate Claims Chart to assert additional or more precise claims against
each U.S. Debtor, including U.S. Debtors not specifically named in this Aggregate Claims Chart.
2
Capitalized terms used but not defined herein have the meaning set forth in the Annex.
3
The Claimant reserves the right to assert a claim against any other U.S. Debtor concerning the Deposit Transfers to the extent the Claimant discovers that such
U.S. Debtor is a recipient or subsequent transferee of a Deposit Transfer.
4
Claims for indemnification against the U.S. Debtors are subject to further investigation and the receipt of requested information from the U.S. Debtors. The
Claimant reserves the right to assert indemnification claims against additional U.S. Debtors.
 Claim 1 Claim 2 Claim 3 Claim 4 Claim 5 Claim 6 Claim 7
U.S. (Contingent/
(Deposit (Intercompany (Property (Corporate (Customer (Indemnification Total
Debtor2 Unliquid.
Transfers) 3 Claims) Expenses) Expenses) Deposits) Claims) 4
Claims)
Alameda TR
Systems S. DE
TBD TBD TBD TBD TBD Unliquidated TBD TBD
R. L.,
No. 22-11109
Allston Way
LTD., TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11079
Analisya PTE
LTD., TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11080
Atlantis
Technology
TBD TBD TBD TBD TBD Unliquidated TBD TBD
LTD.,
No. 22-11081
Bancroft Way
LTD, TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11082
Cardinal
Ventures LTD, TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11084
Clifton Bay
Investments
TBD TBD TBD TBD TBD Unliquidated TBD TBD
LLC,
No. 22-11070
Deck
Technologies
TBD TBD TBD TBD TBD Unliquidated TBD TBD
Holdings LLC,
No. 22-11138
Euclid Way
LTD, TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11141
FTX Equity
Record
Holdings TBD TBD TBD TBD TBD Unliquidated TBD TBD
LTD.,
No. 22-11099

2
 Claim 1 Claim 2 Claim 3 Claim 4 Claim 5 Claim 6 Claim 7
U.S. (Contingent/
(Deposit (Intercompany (Property (Corporate (Customer (Indemnification Total
Debtor2 Unliquid.
Transfers) 3 Claims) Expenses) Expenses) Deposits) Claims) 4
Claims)
Global
Compass
Dynamics TBD TBD TBD TBD TBD Unliquidated TBD TBD
LTD,
No. 22-11125
Ledger
Holdings Inc., TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11073
LedgerPrime
Digital Asset
Opportunities TBD TBD TBD TBD TBD Unliquidated TBD TBD
Fund, LLC,
No. 22-11156
LedgerPrime
Digital Asset
Opportunities
TBD TBD TBD TBD TBD Unliquidated TBD TBD
Master Fund
LP,
No. 22-11157
Liquid
Securities
Singapore TBD TBD TBD TBD TBD Unliquidated TBD TBD
PTE LTD,
No. 22-11086
LT Baskets
LTD, TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11077
MacLaurin
Investments
TBD TBD TBD TBD TBD Unliquidated TBD TBD
LTD.,
No. 22-11087
Quoine PTE
LTD, TBD TBD TBD TBD TBD Unliquidated TBD TBD
No. 22-11161
Strategy Ark
Collective
TBD TBD TBD TBD TBD Unliquidated TBD TBD
LTD.,
No. 22-11094

3
 Claim 1 Claim 2 Claim 3 Claim 4 Claim 5 Claim 6 Claim 7
U.S. (Contingent/
(Deposit (Intercompany (Property (Corporate (Customer (Indemnification Total
Debtor2 Unliquid.
Transfers) 3 Claims) Expenses) Expenses) Deposits) Claims) 4
Claims)
West
Innovative
TBD TBD TBD TBD TBD Unliquidated TBD TBD
Barista LTD.,
No. 22-11097
Western
Concord
Enterprises TBD TBD TBD TBD TBD Unliquidated TBD TBD
LTD.,
No. 22-11098
Remaining
TBD TBD TBD TBD TBD TBD TBD TBD
U.S. Debtors
No less than No less than No less than No less than No less than No less than
Total Unliquidated TBD
$7,714,045,338.20 $47,627,963.83 $256,291,221.47 $16,226,191.34 $1,116,600,000 $9,150,790,714.84

4
 FTX Non Customer Proof of Claim Form

Confirmation of Submission

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DOCUMENT ID Submitted Date Time

ef6b765edaa2e66d817958bf0f147956e010c5c5 2023-06-30T03:05:19.783Z

Status CONFIRMATION ID

Submitted 3265-69-JFFPL-198606937

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Orbeon Forms 2022.1.3.202304130216 PE

FTX Non Customer Proof of Claim Form 10 / 10