Darwynn Ltd.
- Proceeding
- CCAACompanies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended
- Court
- Ontario Superior Court of Justice · Commercial List
- File
- CL-26-00000083-00
Darwynn Ltd., a fulfillment-as-a-solution software enablement and service provider to online retailers in the North American logistics industry, has been under CCAA protection since February 26, 2026 before the Ontario Superior Court of Justice (Commercial List), court file CL-26-00000083-00, with Ernst & Young Inc. as Monitor. The initial order stayed proceedings to March 6, 2026 and granted a $250,000 Administration Charge ahead of a $750,000 DIP Lender's Charge. On April 10, 2026 the court amended and restated the initial order and approved a sale and investment solicitation process with a Phase 1 deadline of May 6, 2026 and a $150,000 break fee; bids were later due May 19, 2026. The Monitor has since reported work with a Purchaser to finalize an Asset Purchase Agreement, and that the Debtor expects to fully draw its remaining $2,000,000 DIP availability no later than the end of July 2026. A further order was granted July 28, 2026.
Order granted following approval of the sale transaction; the stay of proceedings runs to October 30, 2026.
Source: Stay Extension Order
Approved the transaction under the April 3, 2026 stalking horse asset purchase agreement with 2379338 Ontario Inc., vesting the Purchased Assets on delivery of the Monitor's Certificate confirming payment of the purchase price and satisfaction of closing conditions.
Reported cash on hand of approximately $947,000 as at August 2, 2026, approximately $579,000 above projection on August lease payment timing and earlier-than-forecast customer collections, with the DIP facility fully drawn and further financing needed to reach closing.
Source: Fourth Report of the Monitor
Order granted the day after the Monitor's July 27 report; it is the most recent order on this record.
Reported that operations continue to incur cash losses before restructuring costs and that the Debtor expects to fully draw remaining DIP Facility availability no later than the end of July 2026.
Source: Fifth Supplement to the Third Report of the Monitor, dated July 27, 2026
Fourth Supplement to the Third Report: described the Data Room contents and an ASRS equipment appraisal, reported finalization of the APA schedules, and sought a sealing order over certain exhibits.
Source: Fourth Supplement to Third Report, dated July 13, 2026
Recorded that the Monitor had delivered a cash variance report to the directors on July 9, 2026.
Source: Response to Third Supplement to the Third Report of the Monitor
Reported continued ordinary-course operations, cash flow variance analysis for the Board, responses to CRA information requests, communications with the DIP Lender, and work with the Purchaser to finalize the Asset Purchase Agreement.
Source: Third Supplement to the Third Report, dated July 9, 2026
Order granted after the Monitor's Third Report of May 25, 2026 and its June 4 supplement, and before the Debtor's DIP availability was exhausted.
Source: Ancillary Relief Order (Stay Extension), dated June 18, 2026
Supplement to the Third Report covering supplier and contractor relationships, responses to CRA inquiries, and cash flow variance reporting to the Board and the DIP Lender.
Source: Second Supplement to the Third Report, dated May 29, 2026
Third Report of the Monitor, filed after the May 19, 2026 bid deadline; the Debtor continued operating in the ordinary course without material disruption, subject to the ARIO and approved cash flows.
A further order was granted the same day, alongside the amended and restated initial order and the order approving the sale process.
Source: Ancillary Relief Order (Stay Extension), dated April 10, 2026
Amended and restated the initial order; the Debtor's operations thereafter were carried on subject to the ARIO and within the approved cash flows.
Source: Order re Amended and Restated DIP Facility, dated April 10, 2026
Approved the sale and investment solicitation process, with a Phase 1 deadline of May 6, 2026 and a break fee of $150,000.
Source: Order re SISP and Stalking Horse Approval, dated April 10, 2026
Motion Record of the Applicant (Part 1), returnable April 10, 2026 — Application / notice of application
Motion Record of the Applicant (Part 2), returnable April 10, 2026 — Application / notice of application
Second Report of the Monitor, the last report filed before the three orders granted on April 10, 2026.
Extended the stay of proceedings, first granted to March 6, 2026 under the initial order, through to April 27, 2026.
Source: Amended and Restated Initial Order, dated March 6, 2026
Monitor's First Report: the Debtor had operated in the ordinary course without material disruption since the filing date, kept carriers and critical vendors performing, obtained new business, and advanced SISP and financial disclosure work.
Source: First Report of the Monitor (Amended), dated March 6, 2026
Motion Record of 2379338 Ontario Inc., returnable March 6, 2026 — Application / notice of application
Commenced the CCAA proceeding, appointed Ernst & Young Inc. as Monitor, stayed proceedings to March 6, 2026, and granted a $250,000 Administration Charge ranking ahead of a $750,000 DIP Lender's Charge.
Application Record (Part 1), returnable February 26, 2026 — Application / notice of application
Application Record (Part 10), returnable February 26, 2026 — Application / notice of application
Application Record (Part 11), returnable February 26, 2026 — Application / notice of application
Application Record (Part 12), returnable February 26, 2026 — Application / notice of application
Application Record (Part 13), returnable February 26, 2026 — Application / notice of application
Application Record (Part 2), returnable February 26, 2026 — Application / notice of application
Application Record (Part 3), returnable February 26, 2026 — Application / notice of application
Application Record (Part 4), returnable February 26, 2026 — Application / notice of application
Application Record (Part 5), returnable February 26, 2026 — Application / notice of application
Application Record (Part 6), returnable February 26, 2026 — Application / notice of application
Application Record (Part 7), returnable February 26, 2026 — Application / notice of application
Application Record (Part 8), returnable February 26, 2026 — Application / notice of application
Application Record (Part 9), returnable February 26, 2026 — Application / notice of application
Guide
CCAA vs bankruptcy vs receivership: what's the difference in Canada
When a Canadian company can't pay its debts, it can restructure under the CCAA or a proposal, its lender can put in a receiver, or it can go bankrupt. Who controls the business on each route, who decides, how long it takes and what creditors get, drawn from the court record.
Case update
Darwynn: what the $7.5 million left behind
The credit-bid sale to majority shareholder 2379338 Ontario closed August 18. EY, as monitor, holds about $3,481,000, some $549,000 less than Darwynn's estimated remaining liabilities before a disputed convertible note, potential litigation claims and further costs, and moves, returnable October 1, for authority to make Darwynn's assignment in bankruptcy on its behalf.
Case update
Darwynn: the stay lifts on everyone but the company
Seven months after the majority shareholder's numbered company put Darwynn Ltd. into the CCAA and then credit-bid for its business at a $7.5 million purchase price, Justice Myers has lifted the stay over the shareholder litigation as against everyone except the company, the monitor and any trustee — converting two oppression applications into actions, with statements of claim due November 1.
Debtor
Darwynn Ltd.
Applicant
2379338 Ontario Inc.
Monitor
EY
Bench
| Judge | Court | On this docket | Cases on record |
|---|---|---|---|
| Justice Myers | Ontario Superior Court of Justice | 20 orders, Feb 2026 – Oct 2026 | 117 cases on record |
| Justice Black | Ontario Superior Court of Justice | 2 orders, Jul 2026 | 198 cases on record |
Counsel of record
| Party | Counsel | First seen | Source |
|---|---|---|---|
| MonitorEY | Miller Thomson LLP | 8 Apr 2026 | Factum · 8 Apr 2026 |
| Applicant2379338 Ontario Inc. | Tyr Law LLP | 6 Mar 2026 | Service list · 17 Apr 2026 |
| DebtorDarwynn Ltd. | Reconstruct LLP | 17 Apr 2026 | Service list · 17 Apr 2026 |
| CreditorBANK OF MONTREAL | Tyr Law LLP | 17 Apr 2026 | Service list · 17 Apr 2026 |
| CreditorLisha Gong | Aird & Berlis LLP · Papazian | Heisey | Myers | 17 Apr 2026 | Service list · 17 Apr 2026 |
| CreditorLisha Gong and 1000645116 Ontario Inc | Aird & Berlis LLP | 25 May 2026 | Service list · 25 May 2026 |
| CreditorRandy Liu (also known as Yan Liu) and 1000979764 Ontario Inc | WeirFoulds LLP | 25 May 2026 | Service list · 25 May 2026 |
| CreditorRandy Liu and 1000979764 Ontario Inc | McMillan LLP | 17 Apr 2026 | Service list · 17 Apr 2026 |
| CreditorSamatha Gordan Jasmine Landau Yu-Meng Fang | McMillan LLP | 22 May 2026 | Endorsement · 22 May 2026 |
| # | Priority class | Creditor | Amount | Source |
|---|---|---|---|---|
| Court-ordered charges | ||||
| 1 | Court-ordered charges | Interim financing (DIP) charge | $2M | Initial Order, dated February 26, 2026 |
| 1 | Court-ordered charges | |||
| 1 | Court-ordered charges | |||
| Pre-filing debt | ||||
| 4 | Secured | |||
3 more claims in 2 classes The stack holds Court-ordered charges and Secured claims.
Every creditor and every amount, drawn to scale.
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See all plansSale approved — The Court has approved the Transaction for the reasons set out in the August 6 Endorsement.Fourth Report of the Monitor · 6 Aug 2026
| Purchaser | Price | Status | Source |
|---|---|---|---|
| 2379338 Ontario Inc.Stalking horsethe Company's right, title and interest in and to the purchased assets described in the Asset Purchase Agreement (the " Purchased Assets ", which term does not include the Excluded Assets) · asset sale · agreement 3 Apr 2026 | Subscribers | Approved6 Aug 2026outside 30 Jun 2026 | Approval and Vesting Order, dated August 6, 2026 |
Closed · the record states no distribution outcome.
As at ·
Cumulative receipts
$7.54K
As at 27 Jul 2026Fifth Supplement to the Third Report of the Monitor, dated July 27, 2026
Cash on hand
As at
Professional fees
As at
2 more reported figures, and the total the debtor stated at filing
Each one as the filing states it, with its source.
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See all plans| Date | Document | File |
|---|---|---|
CCAA Termination Order, dated Octiber 1, 2026
| PDF · Subscribers | |
Factum of the Monitor, dated September 29, 2026
| PDF · Subscribers | |
| Fifth Report of the Monitor, dated September 25, 2026 | PDF · Subscribers | |
| Motion Record, returnable October 1, 2026 | PDF · Subscribers | |
Endorsement
| PDF · Subscribers | |
Stay Extension Order
| PDF · Subscribers | |
Ancillary Relief Order
| PDF · Subscribers | |
Endorsement Justice Myers
| PDF · Subscribers | |
Sealing Order
| PDF · Subscribers | |
Approval and Vesting Order, dated August 6, 2026
| PDF · Subscribers | |
Endorsement re Sale Approval, dated August 6, 2026
| PDF · Subscribers | |
Fourth Report of the Monitor
| PDF · Subscribers | |
| Aide Memoire of the Applicant, 2379838 Ontario Inc., dated July 28, 2026 | PDF · Subscribers | |
| Aide-Memoire of the Respondents - 1000979764 Ontario Inc. and Yan Liu | PDF · Subscribers | |
Endorsement Justice W.D. Black
| PDF · Subscribers | |
Order re Stay Extension, dated July 28, 2026
| PDF · Subscribers | |
Fifth Supplement to the Third Report of the Monitor, dated July 27, 2026
| PDF · Subscribers | |
Fourth Supplement to Third Report, dated July 13, 2026
| PDF · Subscribers | |
Response to Third Supplement to the Third Report of the Monitor
| PDF · Subscribers | |
Third Supplement to the Third Report, dated July 9, 2026
| PDF · Subscribers | |
Ancillary Relief Order (Stay Extension), dated June 18, 2026
| PDF · Subscribers | |
Endorsement of Myers, J., dated June 4, 2026
| PDF · Subscribers | |
| Abbreviated Book of Authorities, dated June 3, 2026 | PDF · Subscribers | |
| Factum of Applicant re Sale and Vesting Order Approval, dated June 3, 2026 | PDF · Subscribers | |
Second Supplement to the Third Report, dated May 29, 2026
| PDF · Subscribers | |
| Supplementary Motion Record, returnable June 4, 2026 | PDF · Subscribers | |
Endorsement of Myers, J., dated May 27, 2026
| PDF · Subscribers | |
| Motion Record, returnable June 1, 2026 | PDF · Subscribers | |
Service List as at May 25, 2026
| PDF · Subscribers | |
Third Report of the Monitor, dated May 25, 2026
| PDF · Subscribers | |
Endorsement of Myers, J., dated May 22, 2026
| PDF · Subscribers | |
| Darwynn SISP Notice | PDF · Subscribers | |
SISP Procedure
| PDF · Subscribers | |
Service List - Darwynn Ltd. - as at April 17, 2026
| PDF · Subscribers | |
Ancillary Relief Order (Stay Extension), dated April 10, 2026
| PDF · Subscribers | |
Endorsement of Myers, J., dated April 10, 2026
| PDF · Subscribers | |
Order re Amended and Restated DIP Facility, dated April 10, 2026
| PDF · Subscribers | |
Order re SISP and Stalking Horse Approval, dated April 10, 2026
| PDF · Subscribers | |
| Motion Record of the Respondents, dated April 9, 2026 | PDF · Subscribers | |
Respondents Factum re SISP Approval, dated April 9, 2026
| PDF · Subscribers | |
Factum of the Monitor, dated April 8, 2026
| PDF · Subscribers | |
| Factum of the Applicant, dated April 4, 2026 | PDF · Subscribers | |
| Motion Record of the Applicant (Part 1), returnable April 10, 2026 | PDF · Subscribers | |
| Motion Record of the Applicant (Part 2), returnable April 10, 2026 | PDF · Subscribers | |
| Monitor's Motion Record, returnable April 10, 2026 | PDF · Subscribers | |
Second Report of the Monitor, dated April 3, 2026
| PDF · Subscribers | |
Amended and Restated Initial Order, dated March 6, 2026
| PDF · Subscribers | |
Endorsement of Myers, J., dated March 6, 2026
| PDF · Subscribers | |
First Report of the Monitor (Amended), dated March 6, 2026
| PDF · Subscribers | |
| List of Creditors | PDF · Subscribers | |
| Factum of of 2379338 Ontario Inc., dated March 4, 2026 | PDF · Subscribers | |
| Motion Record of 2379338 Ontario Inc., returnable March 6, 2026 | PDF · Subscribers | |
Endorsement of Myers, J., dated March 2, 2026
| PDF · Subscribers | |
Initial Order, dated February 26, 2026
| PDF · Subscribers | |
| Aide Memoire of the Respondents, dated February 25, 2026 | PDF · Subscribers | |
Monitor's Pre-filing Report, dated February 25, 2026
| PDF · Subscribers | |
Application Record (Part 1), returnable February 26, 2026
| PDF · Subscribers | |
| Application Record (Part 10), returnable February 26, 2026 | PDF · Subscribers | |
Application Record (Part 11), returnable February 26, 2026
| PDF · Subscribers | |
Application Record (Part 12), returnable February 26, 2026
| PDF · Subscribers | |
| Application Record (Part 13), returnable February 26, 2026 | PDF · Subscribers | |
Application Record (Part 2), returnable February 26, 2026
| PDF · Subscribers | |
Application Record (Part 3), returnable February 26, 2026
| PDF · Subscribers | |
Application Record (Part 4), returnable February 26, 2026
| PDF · Subscribers | |
Application Record (Part 5), returnable February 26, 2026
| PDF · Subscribers | |
Application Record (Part 6), returnable February 26, 2026
| PDF · Subscribers | |
Application Record (Part 7), returnable February 26, 2026
| PDF · Subscribers | |
| Application Record (Part 8), returnable February 26, 2026 | PDF · Subscribers | |
| Application Record (Part 9), returnable February 26, 2026 | PDF · Subscribers | |
Filing titles and dates are public, and so is each filing's own page. The figures read from them are for subscribers.
CiteProceedings., “Darwynn Ltd.” (CCAA), Ontario Superior Court of Justice · Commercial List. Retrieved 4 November 2026, https://proceedings.ca/case/darwynn-ltd