Ontario · Receivership (court-appointed)
First Report of the Receiver dated July 8, 2025
Court officer report · 8 July 2025
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What we verified from this filing11 verified · 1 withheld
- financial positionnote: Assets table is 'as at March 31, 2025' (page 10); Liabilities/Creditors table is 'as at the Date of Appointment' (May 14, 2025) (page 11) - the two sides of the financial position carry different as-of dates. USD and AUD components of liabilities converted at 1.3964 USD/CAD and 0.9000 AUD/CAD as of the Date of Appointment. · page: 10 · as at: 2025-03-31 · basis: Debtors' unaudited and internal books and records; asset figures are book values and, per the Receiver's note, do not necessarily represent realizable value of the Property, which may differ materially. · scope: Combined figures for all Debtors (Giftcraft Ltd., Giftcraft Midco, Inc., Giftcraft Holdings USA Inc., Giftcraft Holdings, Inc., Giftcraft Inc., Ripskirt Hawaii, LLC and Yosox USA Inc.) · currency: CAD · total assets: 103538318 · total liabilities: 54043153
- secured creditorsnote: Pre-filing PST for April 2025; Estimated Liability table states $549 while narrative (para. 38(d)) states approximately $584 for the same claim - table figure used as amount. Potential priority claim ranking ahead of the RBC Secured Debt. · page: 11 · as of: 2025-05-14 · amount: 549 · debtor: Giftcraft Ltd. (Giftcraft Canada) · creditor: Government of British Columbia · currency: CAD
- secured creditorsnote: Listed as a secured creditor in the Receiver's Estimated Liability table; nature and debtor of the security are not described in the Report. · page: 11 · as of: 2025-05-14 · amount: 3537 · creditor: Xerox Canada Ltd · currency: CAD
- secured creditorsnote: Table states 'Estimated Liability' of $49,662,712 as at Date of Appointment; para. 36 separately describes 'approximately $49.7 million, exclusive of fees, costs and interest' outstanding under the Facility Letters (same debt, prose approximation - table figure used as amount). Earlier application materials (Osborne endorsement, May 14, 2025) approximated indebtedness at CDN$15 million and USD$27 million (facility limits, not exact outstanding balance). Canadian security opinion (Harrison Pensa LLP) confirms validity/enforceability of RBC security in Canada, subject to standard assumptions/qualifications; US security opinion (Chipman Brown Cicero & Cole, LLP) instructed but not yet confirmed as of report date. · page: 11 · as of: 2025-05-14 · amount: 49662712 · debtor: Giftcraft Ltd. (Giftcraft Canada) and Giftcraft Midco, Inc. (as Borrowers), guaranteed by Giftcraft Holdings USA Inc., Giftcraft Holdings, Inc., Giftcraft Inc. and Yosox USA Inc., with Ripskirt Hawaii, LLC joined as a Guarantor · creditor: Royal Bank of Canada · currency: CAD · security: General Security Agreements: Giftcraft Canada GSA (Jan 10, 2019) over Giftcraft Ltd./Giftcraft Holdings Canada Ltd. property; Giftcraft US GSA (Jan 10, 2019) over Midco, GH USA, GHI, Giftcraft US and Yosox property, extended to Ripskirt via GSA Joinder (Sept 16, 2022); Secured Guarantee (Jan 10, 2019) joined by Ripskirt (Guarantee Joinder, Sept 16, 2022), secured by the Giftcraft US GSA. Underlying facility principal amounts: $15,000,000 CAD revolving demand facility (Operating Facility Letter); USD$16,875,000, USD$3,000,000 and USD$8,100,000 non-revolving demand facilities (Capital Loans).
- secured creditorsnote: Pre-filing value-added (GST) taxes for April 2025; converted in the Estimated Liability table to CAD equivalent of $31,948 using a 0.9000 AUD/CAD rate as of the Date of Appointment. Potential priority/regulatory tax claim (foreign jurisdiction) ranking ahead of the RBC Secured Debt. · page: 13 · as of: 2025-05-14 · amount: 35498 · creditor: Australian Taxation Office · currency: AUD
- secured creditorsnote: Pre-filing HST for April 2025 (deemed trust class); potential priority claim ranking ahead of the RBC Secured Debt. CRA is conducting a sales tax audit of Giftcraft Canada's books and records. · page: 13 · as of: 2025-05-14 · amount: 2401 · debtor: Giftcraft Ltd. (Giftcraft Canada) · creditor: Canada Revenue Agency · currency: CAD
- secured creditorsnote: Pre-filing QST for April 2025 (deemed trust class); potential priority claim ranking ahead of the RBC Secured Debt. · page: 13 · as of: 2025-05-14 · amount: 8304 · debtor: Giftcraft Ltd. (Giftcraft Canada) · creditor: Revenu Québec · currency: CAD
- secured creditorsnote: Pre-filing state use taxes; converted in the Estimated Liability table to CAD equivalent of $160,889 using a 1.3964 USD/CAD rate as of the Date of Appointment. Potential priority claim ranking ahead of the RBC Secured Debt. · page: 13 · as of: 2025-05-14 · amount: 115217 · creditor: Commonwealth of Virginia Department of Taxation · currency: USD
- secured creditorsnote: Disputed secured claim - FedEx Supply Chain asserted a lien ranking ahead of RBC and suspended post-filing services until resolved; on June 10, 2025 the Receiver agreed to provide a post-filing security deposit and to reserve/hold in trust, over a 6-week period, the estimated pre-filing amount owed, pending further Court order on the extent, validity and priority of the FedEx Supply Chain and RBC liens. · page: 14 · as of: 2025-05-14 · amount: 580000 · debtor: Ripskirt Hawaii, LLC · creditor: FedEx Supply Chain, LLC · currency: USD · security: Purported (asserted) lien over Ripskirt inventory held at the FedEx Supply Chain third-party logistics facility in Greenwood, Indiana; priority as against RBC's security is disputed and unresolved.
- process resultsnote: eighteen potentially interested parties contacted, primarily strategic buyers · solicited: 18
- sale outcometext: The Receiver recommends the Canadian Court approve the APA and Transaction with Giftcraft 2025 Inc. · scope: whole_business · status: pending_approval
1 extracted value is withheld: either a trap-shaped field where models produce confident wrong numbers, or an identity value whose quotation could not be found in the document. Withheld values are shown to no one.