Planswell: the financial-planning platform that sold for FUTR units

On February 2, 2026, Planswell Corp.'s chief operating officer wrote out the message he believed the company needed to send its lender that day. "We have reconciled our sales from the end of the month and unfortunately they were not as strong as we had been hoping for in our forecasts," the draft read. "Our close rates and hold rates are up, but we are not getting the number of at bats with demos we had hoped for." The company was "below the 100k USD threshold for cash in our account," and its cash-flow forecast showed "a need for approximately 50k by February 11th to ensure we can make payroll," with more required by the end of the month, per the email chain exhibited to the lender's affidavit in its Application Record, Apr. 22, 2026, Exhibit L, p. 175.

Planswell, incorporated in Ontario in November 2019 as LinearXY Inc. and renamed in January 2020, built software that gave consumers in Canada and the United States free financial plans and gave financial advisers a platform for helping them, per the Affidavit of Thomas M. Betts, Apr. 22, 2026, para. 7, and Exhibit A, pp. 18, 21. The receiver later described the business in commercial terms: it generated and monetized "consumer financial-planning leads and related data" through that platform, websites including planswell.com, "algorithmic and AI/ML underwriting models," and relationships with advisers and broker-dealers, per the Second Report of the Receiver, July 13, 2026, para. 9. On April 28, Justice Sean Dunphy appointed a receiver over the company's assets. On June 5, Justice W.D. Black approved a sale of substantially all of them to FUTR Planning Inc., which paid in its own securities, and on July 27 Justice Cavanagh made the order for the receiver's discharge.

A Delaware borrower, a Toronto platform

FVP Servicing LLC, administrative agent for a group of lenders, made its loan to the American side of the business. Under a loan agreement of July 5, 2022, Planswell USA Corp., a Delaware company wholly owned by Planswell Corp., took a US$3 million credit facility, drawing US$1.5 million that day and US$250,000 on April 17, 2023; Planswell Corp. guaranteed the loan and pledged its shares in the borrower, per the Affidavit of Thomas M. Betts, Apr. 22, 2026, paras. 1, 4, 9, 12, and Exhibit E, p. 92. The platform and the Planswell marks stayed with the Ontario parent, which licensed them exclusively to the subsidiary for the United States, per the License and Services Agreement, July 5, 2022, Application Record Exhibit C, pp. 29–30. The affidavit calls the software "the major asset" of both companies and swears that FVP was the only secured creditor registered against Planswell Corp. under Ontario's Personal Property Security Act, per the Affidavit of Thomas M. Betts, Apr. 22, 2026, paras. 8, 17.

The loan schedule attached to the affidavit shows a maturity date of December 31, 2025; an interest rate that began at 12.75% and was later updated to 13.50%, with a payment-in-kind rate of 6.50%; a 20.00% default rate; and a US$100,000 protective advance on March 26, 2026. It breaks the US$1,850,900.27 owing into US$1,681,222.10 of principal, US$60,147.72 of accrued interest, US$630.46 of administration fees and a US$108,900.00 exit fee, per the Loan Schedule, Application Record Exhibit M, p. 202.

By the affidavit's account, the Planswell companies breached their loan covenants in January 2026, entered a forbearance agreement with FVP in February, and missed their payments in March and again in April, per the Affidavit of Thomas M. Betts, Apr. 22, 2026, paras. 13–14. By a notice of default and demand dated April 6 and sent by Kutak Rock LLP, its counsel on the loan documents, FVP terminated the forbearance period and demanded payment in full, citing among other defaults the missed March and April interest payments and a failure to comply with the minimum liquidity covenant, per the Notice of Default and Demand, Apr. 6, 2026, Application Record Exhibit H, pp. 143–144. FVP served its notice of intention to enforce security under s. 244 of the Bankruptcy and Insolvency Act on April 9, per the Affidavit of Thomas M. Betts, Apr. 22, 2026, para. 16.

"Stewardship of some sort"

FVP's notice of application, dated April 20, asked the Commercial List to appoint Harris & Partners Advisory Inc. as receiver and manager under s. 243(1) of the BIA and s. 101 of the Courts of Justice Act, per the Notice of Application, Apr. 20, 2026, para. 1(b). Its grounds went past the arrears to the question of who was running the company. Eric Arnold, the founder, was the sole director of both Planswell companies. Thomas M. Betts, FVP's manager, swore that he had been advised that Arnold "absconded" in early February with no intention of returning to Canada, and that he "is no longer operating the company at all," per the Affidavit of Thomas M. Betts, Apr. 22, 2026, paras. 6, 19, 26 and the Second Report of the Receiver, July 13, 2026, para. 10. There were still multiple employees in Toronto and one in Alberta. "The company is a going concern, and requires stewardship of some sort," the affidavit says, per the Affidavit of Thomas M. Betts, Apr. 22, 2026, para. 21. FVP's factum put it in one line: "There is no debate that the company is rudderless," per the Factum of the Applicant, Apr. 23, 2026, para. 30.

Justice Dunphy made the order on April 28. It appointed Harris & Partners Advisory Inc. receiver, without security, of all of Planswell Corp.'s assets, undertakings and properties acquired for or used in its business, and empowered it to run the business, to sell assets without further approval in transactions of up to $50,000 each and $100,000 in total, and to borrow up to $100,000 on a charge ranking ahead of other security interests, per the Order (appointing Receiver), Apr. 28, 2026, paras. 2, 3(c), 3(k), 21. It let FVP's lawyers, Spetter Zeitz Klaiman PC, act for the receiver for an initial period of up to 30 days, per the Order (appointing Receiver), Apr. 28, 2026, para. 28; the June sale order let the firm continue as the receiver's counsel to complete the administration, per the Approval and Vesting Order, June 5, 2026, para. 9.

A canvass and a firm offer

Planswell ran on software platforms, cloud infrastructure, and advertising and email accounts, so the receiver concentrated on preserving access to those systems, credentials and data and on keeping the revenue-generating operations running through the sale process, per the Second Report of the Receiver, July 13, 2026, para. 15. The chief operating officer and the chief financial officer stayed and ran the business under the receiver's direction, reporting cash weekly. Sales ran below management's forecasts throughout: May revenue came in at about C$293,000 against a forecast of about C$320,000, and management attributed part of the gap to customer churn and cancelled meetings "following adverse media coverage of the Debtor and its founder," per the Second Report of the Receiver, July 13, 2026, paras. 16–18.

The invitation for offers went out on May 8. It offered the platform, the intercompany licensing agreements and the operating data "as-is, where-is," with a bid deadline of 5:00 p.m. on May 29 and a 10% refundable deposit, and said bids would be opened in the presence of a witness and "reviewed alongside the secured creditor, FVP Servicing LLC, to ensure fair market value is achieved and the secured creditor is satisfied with the proposed sale," per the Invitation for Offers, May 8, 2026, Motion Record pp. 50–51. The receiver obtained no formal appraisal; with the value in software, data, contracts and goodwill, it relied on an asset listing, the canvass and the offers themselves as evidence of value, per the Second Report of the Receiver, July 13, 2026, para. 25.