Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main

Document Page 1 of 33

Fill in this information to identify the case:

United States Bankruptcy Court for the:

District of New Jersey
(State) ☐ Check if this is an
Case number (if known): Chapter 11 amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for
Bankruptcy 06/22
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the
case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is
available.

1. Debtor’s Name Thrasio Holdings, Inc.

N/A
2. All other names debtor used
in the last 8 years

Include any assumed names,

trade names, and doing
business as names

3. Debtor’s federal Employer

Identification Number (EIN) 86-1968327

4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
85 West Street, 3rd Floor
Number Street Number Street

P.O. Box
Walpole Massachusetts 02081
City State Zip Code City State Zip Code

Location of principal assets, if different from

principal place of business
Norfolk County
County Number Street

City State Zip Code

5. Debtor’s website (URL) https://www.thrasio.com

6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

☐ Partnership (excluding LLP)

☐ Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
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Debtor Thrasio Holdings, Inc. Case number (if known)
Name

A. Check One:
7. Describe debtor’s business
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))

☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

☐ Railroad (as defined in 11 U.S.C. § 101(44))

☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))

☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))

☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))

☒ None of the above

B. Check all that apply:

☐ Tax-exempt entity (as described in 26 U.S.C. § 501)

☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
4541

8. Under which chapter of the Check One:

Bankruptcy Code is the
debtor filing? ☐ Chapter 7

☐ Chapter 9

A debtor who is a “small ☒ Chapter 11. Check all that apply:

business debtor” must check
☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its aggregate
the first sub- box. A debtor as
defined in § 1182(1) who noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than
elects to proceed under $3,024,725. If this sub-box is selected, attach the most recent balance sheet, statement of
subchapter V of chapter 11 operations, cash-flow statement, and federal income tax return or if any of these documents do
(whether or not the debtor is not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).
a “small business debtor”) ☐ The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent liquidated
must check the second sub- debts (excluding debts owed to insiders or affiliates) are less than $7,500,000, and it chooses to
box proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent
balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if
any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).
☒ A plan is being filed with this petition.
☐ Acceptances of the plan were solicited prepetition from one or more classes of creditors, in
accordance with 11 U.S.C. § 1126(b).
☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and
Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File
the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11
(Official Form 201A) with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.

☐ Chapter 12

9. Were prior bankruptcy cases ☒ No District

filed by or against the debtor ☐ Yes. When MM/DD/YYYY Case number
within the last 8 years?
District When Case number
If more than 2 cases, attach a MM/DD/YYYY
separate list.

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
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Debtor Thrasio Holdings, Inc. Case number (if known)
Name

10. Are any bankruptcy cases ☐ No

pending or being filed by a ☒ Yes. Relationship Affiliate
Debtor See Rider 1
business partner or an
affiliate of the debtor?
List all cases. If more than 1, District District of New Jersey When 02/28/2024
attach a separate list. Case number, if known _______________________ MM / DD / YYYY

11. Why is the case filed in this Check all that apply:
district?
☐ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other district.
☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have ☒ No

possession of any real ☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
property or personal property
that needs immediate Why does the property need immediate attention? (Check all that apply.)
attention?
☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
safety.
What is the hazard?

☐ It needs to be physically secured or protected from the weather.

☐ It includes perishable goods or assets that could quickly deteriorate or lose value without attention
(for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or
other options).
☐ Other

Where is the property?

Number Street

City State Zip Code

Is the property insured?

☐ No

☐ Yes. Insurance agency

Contact name
Phone

Statistical and administrative information

13. Debtor's estimation of Check one:

available funds
☒ Funds will be available for distribution to unsecured creditors.
☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.

14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000

creditors (on a ☐ 50-99 ☒ 5,001-10,000 ☐ 50,001-100,000
consolidated basis) ☐ 100-199 ☐ 10,001-25,000 ☐ More than 100,000
☐ 200-999

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
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Debtor Thrasio Holdings, Inc. Case number (if known)
Name

15. Estimated assets (on a ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

consolidated basis) ☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion

16. Estimated liabilities (on ☐ $0-$50,000 ☐ $1,000,001-$10 million ☒ $500,000,001-$1 billion

a consolidated basis) ☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of petition.
debtor
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition 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 02/28/2024
MM/ DD / YYYY

 /s/ Josh Burke Josh Burke

Signature of authorized representative of debtor Printed name

Title Chief Financial Officer

18. Signature of attorney  /s/ Michael D. Sirota Date 02/28/2024

Signature of attorney for debtor MM/DD/YYYY

Michael D. Sirota
Printed name
Cole Schotz P.C.
Firm name
Court Plaza North, 25 Main Street
Number Street
Hackensack NJ 07601
City State ZIP Code

(201) 489-3000 [email protected]

Contact phone Email address
014321986 New Jersey
Bar number State

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 5 of 33

Fill in this information to identify the case:

,
United States Bankruptcy Court for the:
District of New Jersey
(State) ☐ Check if this is an
Case number (if known): Chapter 11 amended filing

Rider 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the
United States Bankruptcy Court for the District of New Jersey for relief under chapter 11 of title 11 of the
United States Code. The Debtors have moved for joint administration of these cases under the case
number assigned to the chapter 11 case of Thrasio Holdings, Inc.

Thrasio Holdings, Inc. 5 Thrasio Five, Inc.

1 Thrasio One, Inc. 6 Thrasio Six, Inc.

10 Thrasio Ten, Inc. 7 Thrasio Seven, Inc.

11 Thrasio Eleven, Inc. 8 Thrasio Eight, Inc.

12 Thrasio Twelve, Inc. 9 Thrasio Nine, Inc.

14 Thrasio Fourteen, Inc. Acorn Creations, Inc.

15 Thrasio Fifteen, Inc. AirOrb Ltd

16 Thrasio Sixteen, Inc. Alloy Ideas, Inc.

17 Thrasio Seventeen, Inc. Amber Ideas, Inc.

18 Thrasio Eighteen, Inc. Amber Oasis, Inc.

19 Thrasio Nineteen, Inc. Andromache, Inc.

2 B Bountiful, Inc. Angor-Pet Thrasio Two, Inc.

20 Thrasio Twenty, Inc. Antiope, Corp.

21 Thrasio Twenty One, Inc. Apple Affirmations, Inc.

22 Thrasio Twenty Two, Inc. Apricot Ideas, Inc.

23 Thrasio Twenty Three, Inc. Ash Developments, LLC

24 Thrasio Twenty Four, Inc. Assassin Bug Industries, Inc.

25 Thrasio Twenty Five, Inc. Attain Recruitment Ltd

3 Thrasio Three, Inc. Autumn Ideas, Inc.

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Autumn Waves, Inc. Chili Flakes, Inc.

Bartstr Ltd Chipshot LTD

Basketball Beginning, Inc. Chrysanthemum Creations, Inc.

Beast Gear Limited Cider Creations, Inc.

Bellezo.com Ltd Cinnabar Creations, Inc.

Biscotti Solutions, Inc. Citrine Solutions, Inc.

Bittersweet Billows, Inc. Classy Mango, Inc.

Bonfire Solutions, Inc. Classy Tangerine, Inc.

Bronze Projects, Inc. Clementine Creations, Inc.

Burning Neon, Inc. Clownfish Creations, Inc.

Burnt Summer Citrus, Inc. Comet Creations, Inc.

Buttercup Creations, Inc. Copperhead Conspiracies, Inc.

Butterscotch Beginnings, Inc. Coral Chrome, Inc.

Cafe Casa, Inc. Corn Snake Surprises, Inc.

Califia Company Crawfish Creations, Inc.

California Poppy Projects, Inc. Daffodil Design, Inc.

Candlelit Creations, Inc. Dahlia Dreams, Inc.

Cantaloupe Creations Company Dark Honey Design, Inc.

Caramel Creations, Inc. Dark Orange Design, Inc.

Carnation Creations, Inc. Daybreak Developments, Inc.

Carotene Consortium, Inc. Daylily Dreams, Inc.

Carrot Solutions, Inc. Discus Dreams, Inc.

Cayenne Solutions, Inc. DMD Group Inc

Champagne Projects, Inc. Dots for Spots Ltd

Charope, Inc. E & I Trading Ltd

Cheddar Creations, Inc. E&L Enterprises Limited

Chestnut Creations, Inc. ECOM HEIGHTS LLC

Chili Clove, Inc. Emberglow Ideas, Inc.

2
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Eurypyle, Inc. Khaki Trips, Inc.

Faint Orange Horizon, Inc. KingFisher Creations Inc.

Fall Foundations, Inc. Kitchen Tools Ltd

Fawn Foundations, Inc. Koi Creations, Inc.

Foxy Creations, Inc. Lace Decisions, Inc.

Frosty Dream, Inc. Laranja Logistics, Inc.

Fyer Tropics, Inc. Latte Logistics, Inc.

Ginger Cat Creations, Inc. Leather Logistics, Inc.

Ginger Creations, Inc. Lemon Logistics, Inc.

Gingersnap Solutions, Inc. Lemur Logistics, Inc.

Golden Gate Solutions, Inc. Levita Holdings, LLC

Golden Kiwifruit Enterprises, Inc. Lionfish Logistics, Inc.

Goldfish Memories, Inc. Lobster Logistics, Inc.

Green Cricket LTD Magenta Peel Solutions, Inc.

Habanero Pepper Projects, Inc. Mahogany Movements Inc.

Harley Orange, Inc. Malt Decisions, Inc.

Harvest Charm, Inc. Mango Movements, Inc.

HiC-Cork Thrasio One Inc. Mango Wonder, Inc.

Hippolyte, Ltd. Maple Movements, Inc.

Honey Sunset, Inc. Marigold Creations, Inc.

Ideal Monarch, Inc. Marmalade Mansions, Inc.

Ideastream Consumer Products, LLC Marmalade Movements, Inc.

Influencer Ideas, Inc. Marpesia, Co.

Ivory Ideas, Inc. Mars Makers, Inc.

Jasper Gesture, Inc. Mauve Monkey, Inc.

Jiminy LTD Melanippe, Inc.

Joss Solutions 2016 Limited Melon Movements, Inc.

Jupiter Gesture, Inc. Meteor Movements, Inc.

3
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Mimosa Movements, Inc. Pizza Projects, Inc.

Modetro Retail Limited Poppy Projects, Inc.

Ochre Organization, Inc. Portocale Projects, Inc.

Old Rust Organization, Inc. Primrose Projects, Inc.

Orange Crush Organization, Inc. Pro Grade Products Ltd

Orange Fantasy, Inc. Prothoe Limited

Orange Hope, Inc. Pure Chimp Ltd

Orange Margarita, Inc. Radiant Orange, Inc.

Orange Organization, Inc. Rissav Limited

Orange Peach Projects, Inc. Rose Bud Creations, Inc.

Orange Peel Projects, Inc. Rosewood Wish, Inc.

Orange Umbrella Creations, Inc. SAFEREST HOLDINGS, LLC

Orangutan Organization, Inc. Salmon Solutions, Inc.

Oranssi Organization, Inc. Sandcastle Days, Inc.

Orythia, Inc. Sandpaper Solutions, Inc.

Oyster Oasis, Inc. Sandsnake Ventures, Inc.

Pantariste, Inc. Sandstorm Solutions, Inc.

Pantone Projects, Inc. Sandy Leaf Farm Ltd.

Papaya Projects, Inc. Sapphire Monkey, Inc.

Parchment Principles, Inc. Sasana Group Limited

Peach Projects, Inc. Scarlet Solutions, Inc.

Peanut Projects, Inc. Scotch Solutions, Inc.

Pearoller LTD Scouse LTD

Penny Rose Solutions, Inc. Seashell Solutions, Inc.

Pennycopper Trading, Inc. Sherbert Solutions, Inc.

Penthe Company Shortbread Solutions, Inc.

Persian Projects, Inc. Siberian Tiger Solutions, Inc.

Persimmon Projects, Inc. Sockeye Strategies, Inc.

4
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Soft Spice, Inc. Toxaris Limited

Spicy Solutions, Inc. Traffic Cone Tuesdays, Inc.

Starfish Solutions, Inc. Truverge International Ltd

Strawflower Solutions, Inc. Turmeric Transitions, Inc.

Sundaze Blaze Solutions, Inc. Warm Red Wonders, Inc.

Sunflare Solutions, Inc. William Evans Retail Ltd

Sunflower Saturnalia, Inc. Zabba, Inc.

Sunkiss Solutions, Inc.

Sunny Operations, Inc.

Sunrise Martinis, Inc.

Sunrise Season, Inc.

Sweet Nectar Enterprises, Inc.

Sweet Potato Solutions, Inc.

Tangelo Tendencies, Inc.

Tangerine Ideas, Inc.

Tawny Tasks, Inc.

Tea Rose Risings, Inc.

Teal Monkey, Inc.

Thrasio Australia Holdings Pty Ltd

Thrasio Intermediate Sub, LLC

Thrasio Services, LLC

Thrasio UK Holdings, Ltd

Thrasio, LLC

Tiger Affirmations, Inc.

Tiger Stripe Creations, Inc.

Tomato Tasks, Inc.

Topaz Traditions, Inc.

Tortilla Tasks, Inc.

5
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UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

)
In re: ) Chapter 11
)
THRASIO HOLDINGS, INC., ) Case No. 24-___________(___)
)
Debtor. )
)

LIST OF EQUITY SECURITY HOLDERS1

Percentage of
Equity Holder Address of Equity Holder
Equity Held
Intentionally omitted for the
purposes of filing.

1 This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the
Federal Rules of Bankruptcy Procedure. All equity positions listed indicate the record holder of such
equity as of the date of commencement of the chapter 11 case.
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 11 of 33

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

)
In re: ) Chapter 11
)
THRASIO HOLDINGS, INC., ) Case No. 24-___________(___)
)
Debtor. )
)

CORPORATE OWNERSHIP STATEMENT

Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the
following are corporations, other than a government unit, that directly or indirectly own 10% or more of any
class of the debtor’s equity interest:
 Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 12 of 33

Fill in this information to identify the case:

Debtor name Thrasio Holdings, Inc.

United States Bankruptcy Court for the: District of New Jersey
(State)

Case number (If known):

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured
Claims and Are Not Insiders 12/15

A list of consolidated creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor
disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured
creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 largest unsecured
claims

Amount of unsecured claim

Nature of the
If the claim is fully unsecured, fill in only unsecured claim
claim
Name of creditor and complete mailing address, Name, telephone number, and email amount. If claim is partially secured, fill in total claim
(for example,
including zip code address of creditor contact Indicate if claim is amount and deduction for value of collateral or setoff to
trade debts, calculate unsecured claim.
contingent,
bank loans,
unliquidated, or
professional
disputed Total claim, Deduction for value Unsecured claim
services, and
government if partially of collateral or
contracts) secured setoff

1 YH Goods Aharon Ostreicher / Shimon Gertner

31 Elkay Dr. Asset Purchase
Chester NY 10918 C/U/D Undetermined
Agreement
United States
2 ChomChom Aaron Muller / Tetsu Liew
1 Lake Bellevue Drive, Suite 208 Asset Purchase
Bellevue WA 98005 C/U/D Undetermined
Agreement
United States
3 IdeaStream Consumer Products, LLC
427 Nassau Court Anthony DeCarlo
Asset Purchase
Marco Island FL 34145 C/U/D Undetermined
Agreement
United States
4 The California Beach Co., LLC. Austin Wright / David Shoham
10503 Foundation Rd. Asset Purchase
Austin TX 78726 C/U/D Undetermined
Agreement
United States
5 Cecilio Musical Instruments, Inc.
8676 Rochester Ave Siufong Wu / Kenneth Khuong Asset Purchase
Rancho Cucamonga CA 91739-4905 C/U/D Undetermined
Agreement
United States
6 U.S. Customs and Border Protection
5600 Pearl Street, 3rd Floor Patricia Walters
Rosemont IL 60018-5213 Customs & Duties C/U/D $5,133,095
United States
7 GXO Logistics Supply Chain, Inc. Ryan Cain
7140 Cajon Blvd
San Bernardino CA 92407
United States Trade Debt C/U/D $2,949,659
Brianne Graham

8 Quzhou Sanhe Outdoor Equipment Technology

Co., LTD
No. 2, DongJu Road Lin Che
Economic Development Zone Trade Debt $1,456,853
LongYou County
QuZhou City
ZheJiang Province

9 UNICARGO LTD
333 City Blvd W, Erez Dan
Orange CA 92868 Trade Debt C/U/D $1,341,669
United States
 Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 13 of 33

Fill in this information to identify the case:

Debtor name Thrasio Holdings, Inc.

United States Bankruptcy Court for the: District of New Jersey
(State)

Case number (If known):

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured
Claims and Are Not Insiders 12/15

A list of consolidated creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor
disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured
creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 largest unsecured
claims

Amount of unsecured claim

Nature of the
If the claim is fully unsecured, fill in only unsecured claim
claim
Name of creditor and complete mailing address, Name, telephone number, and email amount. If claim is partially secured, fill in total claim
(for example,
including zip code address of creditor contact Indicate if claim is amount and deduction for value of collateral or setoff to
trade debts, calculate unsecured claim.
contingent,
bank loans,
unliquidated, or
professional
disputed Total claim, Deduction for value Unsecured claim
services, and
government if partially of collateral or
contracts) secured setoff

10 STORD, Inc.
817 W Peachtree Street NW, Suite 200 Tom Barone
Atlanta GA 30308 Trade Debt $1,204,204
United States
11 RXO Managed Transport, LLC (F/K/A XPO
Logistics Managed Transporation, LLC)
11215 North Community House Road Evan Laskaris
Charlotte NC 28277 Trade Debt $1,144,371
United States

12 Port Priority Corp

105 Bracken Rd Joseph Waldman
Montgomery NY 12549 Trade Debt $635,056
United States
13 LEMAN USA Inc
1860 Renaissance Blvd Rodrigo Bellettini
Sturtevant WI 53177 Trade Debt $565,921
United States
14 BTX Global Logistics
12 Commerce Drive Nick Bacarella
Shelton CT 06484 Trade Debt $329,974
United States
15 Chempace Corporation
339 Arco Dr Rick Shall
Toledo OH 43607 Trade Debt $300,878
United States
16 The Storage Place
Brewery Lane, Felling Paul Griffiths
Gateshead NE10 0EY Trade Debt $274,372
United Kingdom
17 Market Bound LLC (Seller Rocket)
6515 Longshore Loop, Suite 440 Rachel Glanz
Dublin OH 43017 Trade Debt $242,200
United States
18 Hangzhou Jinhong Sanniao Down Products
CO.,Ltd
Xixu Village, Xintang Street Angel
Xiaoshan District Trade Debt $221,662
Hangzhou Zhejiang Province
China
 Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 14 of 33

Fill in this information to identify the case:

Debtor name Thrasio Holdings, Inc.

United States Bankruptcy Court for the: District of New Jersey
(State)

Case number (If known):

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured
Claims and Are Not Insiders 12/15

A list of consolidated creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor
disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured
creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 largest unsecured
claims

Amount of unsecured claim

Nature of the
If the claim is fully unsecured, fill in only unsecured claim
claim
Name of creditor and complete mailing address, Name, telephone number, and email amount. If claim is partially secured, fill in total claim
(for example,
including zip code address of creditor contact Indicate if claim is amount and deduction for value of collateral or setoff to
trade debts, calculate unsecured claim.
contingent,
bank loans,
unliquidated, or
professional
disputed Total claim, Deduction for value Unsecured claim
services, and
government if partially of collateral or
contracts) secured setoff

19 Kaamwork Technologies Inc.

404 Bryant St Nilesh Parwani
San Francisco CA 94107 Trade Debt $219,431
United States
20 Hzsamko Technologies Co., Ltd.
No.8,Jiaqi Road, Xianlin Street, Jally Xu (Managing Director)
Yuhang District, Trade Debt $211,563
Hangzhou 311122
China
21 Blackline Systems, Inc. Joe Silver
21300 Victory Blvd. 12th Floor
Woodland Hills CA 91367 Trade Debt $199,900
United States
22 Airtable
799 Market Street 8/F Jenny Mitchell
San Francisco CA 94103 Trade Debt $150,472
United States
23 TROPICAL PRODUCTS INC
200 Highland Ave Rob Millis
Salem MA 01970 Trade Debt $130,413
United States
24 WUXI JHT GROUP CO., LTD
66 HUICHANG ROAD,HUISHAN INDUSTRY Joe Cao
PARK Trade Debt $129,594
WUXI Jiangsu Province
China
25 Hangzhou Huayi Home textile Co.,Ltd
YongLian Industry Zone, GuaLi Town Johnny
Xiaoshan District, Hangzhou Trade Debt $125,872
China
26 Wuxi JHT Trading Co.,Ltd
Room 1801, South Building, 5 Zhihui Road,
Huishan Economy Development Zone, Cathy Xu
Wuxi Jiangsu Sheng - JS Trade Debt $124,527
China

27 Meredith Corporation
1716 Locust Street Anita Rutz
Des Moines IA 50309 Trade Debt $115,854
United States
 Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 15 of 33

Fill in this information to identify the case:

Debtor name Thrasio Holdings, Inc.

United States Bankruptcy Court for the: District of New Jersey
(State)

Case number (If known):

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured
Claims and Are Not Insiders 12/15

A list of consolidated creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor
disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured
creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 largest unsecured
claims

Amount of unsecured claim

Nature of the
If the claim is fully unsecured, fill in only unsecured claim
claim
Name of creditor and complete mailing address, Name, telephone number, and email amount. If claim is partially secured, fill in total claim
(for example,
including zip code address of creditor contact Indicate if claim is amount and deduction for value of collateral or setoff to
trade debts, calculate unsecured claim.
contingent,
bank loans,
unliquidated, or
professional
disputed Total claim, Deduction for value Unsecured claim
services, and
government if partially of collateral or
contracts) secured setoff

28 Berlin Packaging LLC

525 West Monroe Street 14th Floor Michael Levitan
Chicago IL 60661 Trade Debt $107,467
United States
29 Zhongshan Scott Clean&Purification Co.Ltd
B2 Building Jinwan Industrial Zone, Sanxiang
Town Vivian Ma/ Shery Hu
Zhongshan City Guangdong Province Trade Debt $106,837
China

30 GLH Chemical
737 Harry McCarty Rd #403 Bern Mapes
Bethlehem GA 30620 Trade Debt $102,025
United States
 Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 16 of 33

Fill in this information to identify the case and this filing:

Debtor Name Thrasio Holdings, Inc.

United States Bankruptcy Court for the: District of New Jersey

(State)
Case number (If known):

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and
submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in
the document, and any amendments of those documents. This form must state the individual’s position or relationship to the
debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property
by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18
U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the
partnership; or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true
and correct:

☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
☐ Schedule H: Codebtors (Official Form 206H)
☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
☐ Amended Schedule
☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders
(Official Form 204)
☒ Other document that requires a declaration List of Equity Security Holders and Corporate Ownership Statement
I declare under penalty of perjury that the foregoing is true and correct.

Executed on 02/28/2024  /s/ Josh Burke

MM/ DD/YYYY Signature of individual signing on behalf of debtor
Josh Burke
Printed name
Chief Financial Officer
Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
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SECRETARY CERTIFICATE

February 27, 2024

The undersigned, Michael Fahey, as the secretary or the authorized person on behalf of Thrasio
Holdings, Inc. and its affiliates (each, a “Company” and, collectively, the “Companies”), hereby
certifies as follows:

1. I am the duly qualified and elected secretary or authorized person on behalf of, as
applicable, each of the below Companies and, as such, I am familiar with the facts
herein certified and I am duly authorized to certify the same on behalf of the
Companies.

2. Attached hereto is a true, complete, and correct copy of the resolutions of the
Companies’ board of directors, managers, or similar governing bodies (each, an
“Authorizing Body” and, collectively, the “Authorizing Bodies”), duly adopted at a
properly convened and joint meeting of the Authorizing Bodies of February 27, 2024,
in accordance with the applicable limited liability company agreements, operating
agreement, bylaws, or similar governing document (in each case as amended or
amended and restated) of each Company.

3. Since their adoption and execution, the resolutions have not been modified, rescinded,
or amended and are in full force and effect as of the date hereof, and the resolutions
are the only resolutions adopted by the Authorizing Bodies relating to the
authorization and ratification of all corporate actions taken in connection with the
matters referred to therein.

[Signature Page Follows]

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IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Companies as of

the date hereof.

By: /s/ Michael Fahey

Name: Michael Fahey
Title: Secretary

Thrasio Holdings, Inc. Autumn Waves, Inc.

1 Thrasio One, Inc. Bartstr Ltd
10 Thrasio Ten, Inc. Basketball Beginning, Inc.
11 Thrasio Eleven, Inc. Beast Gear Limited
12 Thrasio Twelve, Inc. Bellezo.com Ltd
14 Thrasio Fourteen, Inc. Biscotti Solutions, Inc.
15 Thrasio Fifteen, Inc. Bittersweet Billows, Inc.
16 Thrasio Sixteen, Inc. Bonfire Solutions, Inc.
17 Thrasio Seventeen, Inc. Bronze Projects, Inc.
18 Thrasio Eighteen, Inc. Burning Neon, Inc.
19 Thrasio Nineteen, Inc. Burnt Summer Citrus, Inc.
2 B Bountiful, Inc. Buttercup Creations, Inc.
20 Thrasio Twenty, Inc. Butterscotch Beginnings, Inc.
21 Thrasio Twenty One, Inc. Cafe Casa, Inc.
22 Thrasio Twenty Two, Inc. Califia Company
23 Thrasio Twenty Three, Inc. California Poppy Projects, Inc.
24 Thrasio Twenty Four, Inc. Candlelit Creations, Inc.
25 Thrasio Twenty Five, Inc. Cantaloupe Creations Company
3 Thrasio Three, Inc. Caramel Creations, Inc.
5 Thrasio Five, Inc. Carnation Creations, Inc.
6 Thrasio Six, Inc. Carotene Consortium, Inc.
7 Thrasio Seven, Inc. Carrot Solutions, Inc.
8 Thrasio Eight, Inc. Cayenne Solutions, Inc.
9 Thrasio Nine, Inc. Champagne Projects, Inc.
Acorn Creations, Inc. Charope, Inc.
AirOrb Ltd Cheddar Creations, Inc.
Alloy Ideas, Inc. Chestnut Creations, Inc.
Amber Ideas, Inc. Chili Clove, Inc.
Amber Oasis, Inc. Chili Flakes, Inc.
Andromache, Inc. Chipshot LTD
Angor-Pet Thrasio Two, Inc. Chrysanthemum Creations, Inc.
Antiope, Corp. Cider Creations, Inc.
Apple Affirmations, Inc. Cinnabar Creations, Inc.
Apricot Ideas, Inc. Citrine Solutions, Inc.
Ash Developments, LLC Classy Mango, Inc.
Assassin Bug Industries, Inc. Classy Tangerine, Inc.
Attain Recruitment Ltd Clementine Creations, Inc.
Autumn Ideas, Inc. Clownfish Creations, Inc.
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Comet Creations, Inc. Khaki Trips, Inc.

Copperhead Conspiracies, Inc. KingFisher Creations Inc.
Coral Chrome, Inc. Kitchen Tools Ltd
Corn Snake Surprises, Inc. Koi Creations, Inc.
Crawfish Creations, Inc. Lace Decisions, Inc.
Daffodil Design, Inc. Laranja Logistics, Inc.
Dahlia Dreams, Inc. Latte Logistics, Inc.
Dark Honey Design, Inc. Leather Logistics, Inc.
Dark Orange Design, Inc. Lemon Logistics, Inc.
Daybreak Developments, Inc. Lemur Logistics, Inc.
Daylily Dreams, Inc. Levita Holdings, LLC
Discus Dreams, Inc. Lionfish Logistics, Inc.
DMD Group Inc Lobster Logistics, Inc.
Dots for Spots Ltd Magenta Peel Solutions, Inc.
E & I Trading Ltd Mahogany Movements Inc.
E&L Enterprises Limited Malt Decisions, Inc.
ECOM HEIGHTS LLC Mango Movements, Inc.
Emberglow Ideas, Inc. Mango Wonder, Inc.
Eurypyle, Inc. Maple Movements, Inc.
Faint Orange Horizon, Inc. Marigold Creations, Inc.
Fall Foundations, Inc. Marmalade Mansions, Inc.
Fawn Foundations, Inc. Marmalade Movements, Inc.
Foxy Creations, Inc. Marpesia, Co.
Frosty Dream, Inc. Mars Makers, Inc.
Fyer Tropics, Inc. Mauve Monkey, Inc.
Ginger Cat Creations, Inc. Melanippe, Inc.
Ginger Creations, Inc. Melon Movements, Inc.
Gingersnap Solutions, Inc. Meteor Movements, Inc.
Golden Gate Solutions, Inc. Mimosa Movements, Inc.
Golden Kiwifruit Enterprises, Inc. Modetro Retail Limited
Goldfish Memories, Inc. Ochre Organization, Inc.
Green Cricket LTD Old Rust Organization, Inc.
Habanero Pepper Projects, Inc. Orange Crush Organization, Inc.
Harley Orange, Inc. Orange Fantasy, Inc.
Harvest Charm, Inc. Orange Hope, Inc.
HiC-Cork Thrasio One Inc. Orange Margarita, Inc.
Hippolyte, Ltd. Orange Organization, Inc.
Honey Sunset, Inc. Orange Peach Projects, Inc.
Ideal Monarch, Inc. Orange Peel Projects, Inc.
Ideastream Consumer Products, LLC Orange Umbrella Creations, Inc.
Influencer Ideas, Inc. Orangutan Organization, Inc.
Ivory Ideas, Inc. Oranssi Organization, Inc.
Jasper Gesture, Inc. Orythia, Inc.
Jiminy LTD Oyster Oasis, Inc.
Joss Solutions 2016 Limited Pantariste, Inc.
Jupiter Gesture, Inc. Pantone Projects, Inc.
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Papaya Projects, Inc. Sunny Operations, Inc.

Parchment Principles, Inc. Sunrise Martinis, Inc.
Peach Projects, Inc. Sunrise Season, Inc.
Peanut Projects, Inc. Sweet Nectar Enterprises, Inc.
Pearoller LTD Sweet Potato Solutions, Inc.
Penny Rose Solutions, Inc. Tangelo Tendencies, Inc.
Pennycopper Trading, Inc. Tangerine Ideas, Inc.
Penthe Company Tawny Tasks, Inc.
Persian Projects, Inc. Tea Rose Risings, Inc.
Persimmon Projects, Inc. Teal Monkey, Inc.
Pizza Projects, Inc. Thrasio Australia Holdings Pty Ltd
Poppy Projects, Inc. Thrasio Intermediate Sub, LLC
Portocale Projects, Inc. Thrasio Services, LLC
Primrose Projects, Inc. Thrasio UK Holdings, Ltd
Pro Grade Products Ltd Thrasio, LLC
Prothoe Limited Tiger Affirmations, Inc.
Pure Chimp Ltd Tiger Stripe Creations, Inc.
Radiant Orange, Inc. Tomato Tasks, Inc.
Rissav Limited Topaz Traditions, Inc.
Rose Bud Creations, Inc. Tortilla Tasks, Inc.
Rosewood Wish, Inc. Toxaris Limited
SAFEREST HOLDINGS, LLC Traffic Cone Tuesdays, Inc.
Salmon Solutions, Inc. Truverge International Ltd
Sandcastle Days, Inc. Turmeric Transitions, Inc.
Sandpaper Solutions, Inc. Warm Red Wonders, Inc.
Sandsnake Ventures, Inc. William Evans Retail Ltd
Sandstorm Solutions, Inc. Zabba, Inc.
Sandy Leaf Farm Ltd.
Sapphire Monkey, Inc.
Sasana Group Limited
Scarlet Solutions, Inc.
Scotch Solutions, Inc.
Scouse LTD
Seashell Solutions, Inc.
Sherbert Solutions, Inc.
Shortbread Solutions, Inc.
Siberian Tiger Solutions, Inc.
Sockeye Strategies, Inc.
Soft Spice, Inc.
Spicy Solutions, Inc.
Starfish Solutions, Inc.
Strawflower Solutions, Inc.
Sundaze Blaze Solutions, Inc.
Sunflare Solutions, Inc.
Sunflower Saturnalia, Inc.
Sunkiss Solutions, Inc.
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RESOLUTIONS APPROVED AT A JOINT MEETING

February 27, 2024

WHEREAS, the requisite members of the board of directors, managers, or similar

governing bodies (each, an “Authorizing Body” and, collectively, the “Authorizing Bodies”) of
Thrasio Holdings, Inc. and certain of its subsidiaries set forth on Exhibit A attached hereto
(each, a “Company” and collectively, the “Companies”), and each organized and existing under
the internal laws of the state of incorporation or formation, as applicable, as set forth in each
Company’s charter of incorporation or applicable governing agreement takes the following
actions and adopt the following resolutions pursuant to each Company’s bylaws, limited liability
company agreement, certificate of incorporation, or such similar operating document and the
applicable laws of the state or country of incorporation or formation, as applicable, of each
Company;

WHEREAS, at least 13,983,482 shares of the preferred stock designated Series C-1
Preferred Stock, Series C-2 Preferred Stock, and Series C Preferred Stock and at least 13,271,592
shares of preferred stock designated Series D Preferred Stock are outstanding;

WHEREAS, in accordance with the Amended and Restated Certificate of Incorporation

of Thrasio Holdings, Inc. dated October 22, 2021 (the “Holdings Certificate of Incorporation”), a
majority of the outstanding shares of the authorized preferred stock of Thrasio Holdings, Inc.
designated Series C-1 Preferred Stock, Series C-2 Preferred Stock, and Series C-3 Preferred
Stock (collectively, the “Series C Majority Holders”) and a majority of the outstanding shares of
the preferred stock of Thrasio Holdings, Inc. designated Series D Preferred Stock and SLP
Takeoff Aggregator, L.P. (collectively, the “Series D Requisite Holders”) must approve certain
actions taken by the Authorizing Body thereof, including the voluntary filing for bankruptcy or
other insolvency proceeding on account of Thrasio Holdings, Inc.;

WHEREAS, the Authorizing Bodies of the Companies have considered the filing of
voluntary petitions for relief under the provisions of title 11 of the United States Code, 11 U.S.C.
§ 101 et seq. (the “Bankruptcy Code”) for the Companies in accordance with the requirements of
the Companies’ governing documents and applicable law (the “Restructuring Matters”);

WHEREAS, the Authorizing Bodies of the Companies have reviewed and considered
certain materials presented by the management of the Companies and the Companies’ financial
and legal advisors regarding that certain restructuring support agreement (as may be amended,
supplemented, or modified from time to time, the “Restructuring Support Agreement”); and
certain materials including, but not limited to, materials regarding the liabilities and obligations
of the Companies, their liquidity, the strategic alternatives available, and the effect of the
foregoing on the Companies’ business, and has had adequate opportunity to consult such persons
regarding the materials presented, obtain additional information, and fully consider each of the
strategic alternatives available to the Companies;
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WHEREAS, the Restructuring Support Agreement contemplates that the Companies

will, among other things, file a voluntary petition for relief pursuant to the Bankruptcy Code
(the “Bankruptcy Petition”);

WHEREAS, the Authorizing Bodies of the Companies have reviewed and considered
certain materials presented by the management of the Companies and the Companies’ financial
and legal advisors regarding the advantages and disadvantages of the chapter 11 plan of
reorganization (as may be amended, modified, or supplemented from time to time, the “Plan”)
and any disclosure statement relating to such Plan (as amended, supplemented, or otherwise
modified from time to time, the “Disclosure Statement”);

WHEREAS, the Authorizing Bodies have reviewed and considered presentations by the
management of the Companies and the Companies’ financial and legal advisors regarding the
advantages and disadvantages of the debtor-in-possession financing facility (“DIP Financing”)
contemplated in the Restructuring Support Agreement; and

WHEREAS, the Authorizing Bodies have also reviewed, evaluated, and considered
drafts of the Restructuring Support Agreement and the Plan presented to the Authorizing Bodies.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, pursuant to the articles of

incorporation and applicable governing documents of the Companies, the Authorizing Bodies
hereby adopt the following resolutions:

CHAPTER 11 FILING

RESOLVED, in the business judgment of the Authorizing Bodies (and with the approval
of the Series C Majority Holders and Series D Requisite Holders in accordance with the
Holdings Certificate of Incorporation), it is desirable and in the best interest of the Companies,
their interest holders, creditors, and other parties in interest, that the Companies file or cause to
be filed voluntary petitions for relief (the “Bankruptcy Petitions”) under the provisions of
the Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey or
such other court of competent jurisdiction (the “Bankruptcy Court”) for the Companies in
accordance with the requirements of the Companies’ governing documents and applicable law,
and the Authorizing Bodies hereby consent to, authorize, and approve the filing of
the Bankruptcy Petitions; and

RESOLVED, that any partner, director, manager, or other duly appointed officer of the
Companies (collectively, the “Authorized Persons”) is hereby authorized and appointed to act as
signatory and attorney on behalf of the Companies in respect of the Restructuring Matters and/or
any person to whom such Authorized Persons and/or officers delegate certain responsibilities is
hereby authorized to execute (under the common seal of the Companies, if appropriate) and file
on behalf of the Companies all petitions, schedules, lists, and other motions, papers, or
documents, and to take any and all actions they deem necessary or proper to obtain such relief,
including, but not limited to, any action necessary or proper to maintain the ordinary course
operations of the Companies.

2
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RETENTION OF PROFESSIONALS

RESOLVED, each of the Authorized Persons is hereby authorized, empowered, and

directed to employ: (i) the law firm of Kirkland & Ellis LLP as general bankruptcy counsel;
(ii) the law firm of Cole Schotz P.C. as co-bankruptcy counsel; (iii) Centerview Partners LLC as
investment banker; (iv) AlixPartners, LLP as financial advisor; (v) Kurtzman Carson
Consultants LLC as claims and noticing agent; (vi) Katten Muchin Rosenman LLP as counsel to
independent directors of Thrasio Holdings, Inc., and (vii) any other legal counsel, accountant,
financial advisor, restructuring advisor, or other professional the Authorized Persons deem
necessary, appropriate, or advisable to retain; each to represent and assist the Companies in
carrying out their duties and responsibilities and exercising their rights under the
Bankruptcy Code and any applicable law (including, but not limited to, the law firms filing any
pleadings or responses); and in connection therewith, the Authorized Persons are hereby
authorized, empowered, and directed, in accordance with the terms and conditions hereof, to
execute (under the common seal of the Companies, if appropriate) appropriate retention
agreements, pay appropriate retainers, and to cause to be filed appropriate applications for
authority to retain such services; and

RESOLVED, each of the Authorized Persons is hereby authorized, empowered, and

directed to execute (under the common seal of the Companies, if appropriate) and file all
petitions, schedules, motions, lists, applications, pleadings, and other papers, and to perform such
further actions and execute (under the common seal of the Companies, if appropriate) such
further documentation that the Authorized Persons in their absolute discretion deem necessary,
appropriate, or desirable in accordance with these resolutions.

THE RESTRUCTURING SUPPORT AGREEMENT, CHAPTER 11 PLAN, AND

DISCLOSURE STATEMENT

RESOLVED, that in the judgment of the Authorizing Bodies, it is desirable and in the
best interests of the Companies, their interest holders, their subsidiaries, their creditors, and the
other parties in interest that the Companies, their subsidiaries, and the other parties thereto enter
into the Restructuring Support Agreement (substantially in the form presented to the Authorizing
Bodies, with such changes as approved by one or more Authorized Persons, such approval to be
conclusively established by such Authorized Person’s execution and delivery or taking thereof)
and that the Companies’ performance of their obligations under the Restructuring Support
Agreement be and hereby is, in all respects, authorized, approved, confirmed and ratified;

RESOLVED, that each of the Authorized Persons, acting individually and with full
power of substitution, be, and hereby is, authorized, empowered, and directed, to take all actions
(including, without limitation, to negotiate and execute any agreements, documents, or
certificates) necessary to undertake and enter into the Restructuring Matters (including the
Restructuring Support Agreement, the Plan, and the DIP Financing) and to consummate the
transactions contemplated thereby (each in the form and upon the terms as such Authorized
Person may approve, such approval to be conclusively established by such Authorized Person’s
execution and delivery or taking thereof), and that such Companies’ performance of their
obligations in respect of Restructuring Matters (including the Restructuring Support Agreement,
the Plan, and the DIP Financing), is, in all respects, authorized, approved, confirmed and ratified;

3
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RESOLVED, that in the judgment of the Authorizing Bodies, it is desirable and in the
best interests of the Companies, their interest holders, their subsidiaries, their creditors and the
other parties in interest that the Authorized Persons file or cause to be filed the Plan, the
Disclosure Statement, and all other papers or documents related thereto, and to take any and all
actions that the Authorized Persons deem necessary or appropriate to pursue confirmation and
consummation of a plan of reorganization materially consistent with the Plan; and

RESOLVED, that each of the Authorized Persons, acting individually and with full
power of substitution, be, and hereby is, authorized, empowered, and directed, together with the
Companies’ financial and legal advisors, to file all other documents deemed necessary to confirm
a plan of reorganization materially consistent with the Plan, including, but not limited to, any
amendments to and modifications of the Plan.

USE OF CASH COLLATERAL, DEBTOR-IN-POSSESSION FINANCING, AND

ADEQUATE PROTECTION

RESOLVED, it is desirable and in the best interest of the Companies, their interest
holders, their subsidiaries, creditors, and other parties in interest, to obtain the benefits of (i) the
use of cash collateral, as such term is defined in section 363(a) of the Bankruptcy Code
(the “Cash Collateral”), which is security for certain of the Companies’ prepetition lenders
(the “Prepetition Lenders”) under that certain Credit Agreement, dated as of December 18, 2020,
as amended, restated, amended and restated, supplemented, or otherwise modified from time to
time, by and among Thrasio, LLC, as the borrower, Thrasio Intermediate Sub, LLC, as parent
guarantor, and Royal Bank of Canada, as administrative agent for the lenders; and (ii) the
incurrence of DIP Financing, each to be documented in proposed interim and final orders
(respectively, the “Interim DIP Order” and the “Final DIP Order” and together, the “DIP
Orders”) to be submitted for approval of the Bankruptcy Court;

RESOLVED, that in order to use and obtain the benefits of DIP Financing and Cash
Collateral, and in accordance with section 363 of the Bankruptcy Code, the Companies will
provide certain adequate protection to the Prepetition Lenders (the “Adequate Protection
Obligations”) as documented in the DIP Orders, and, to the extent that the Companies are
required to obtain consent from the Prepetition Lenders to enter into any of the DIP Documents,
such consent has been obtained;

RESOLVED, the form, terms, and provisions of the DIP Orders to which the Companies
are or will be subject, as applicable, and the actions and transactions contemplated thereby are
authorized, adopted, and approved, and to the extent applicable, the Authorized Persons are
hereby authorized, empowered, and directed, in the name of, and on behalf of, the Companies to
take such actions and negotiate or cause to be prepared and negotiated and to execute, deliver,
perform, and cause the performance of the DIP Orders, and such other agreements, certificates,
instruments, receipts, petitions, motions, or other papers or documents required to consummate
the transaction contemplated by the DIP Orders to which the Companies are or will be party,
including, but not limited to, any security and pledge agreement or guaranty agreement
(collectively with the DIP Orders, the “DIP Documents”), incur and pay or cause to be paid all
fees and expenses and engage such persons, in each case, in the form or substantially in the form
thereof submitted to the Authorizing Bodies, with such changes, additions, and modifications

4
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thereto as any of the Authorized Persons executing the same shall approve, such approval to be
conclusively evidenced by his or her execution and delivery thereof;

RESOLVED, to the extent applicable to the Companies, the Authorized Persons are
hereby authorized, empowered, and directed in the name of, and on behalf of, the Companies to
undertake any and all transactions on substantially the same terms as contemplated under the DIP
Documents (collectively, the “DIP Transactions”), including granting liens on their assets to
secure such obligations (the “DIP Obligations”);

RESOLVED, each of the Authorized Persons be, and hereby are, authorized,
empowered, and directed in the name of, and on behalf of, each Company to seek authorization
to incur the DIP Obligations and approval to use Cash Collateral pursuant to the DIP Orders, and
any Authorized Person be, and hereby is, authorized, empowered, and directed to negotiate,
execute, and deliver any and all agreements, instruments, or documents by or on behalf of the
Company, necessary to implement the DIP Financing in accordance with section 363 of the
Bankruptcy Code, as well as any additional or further agreements for entry into the DIP
Documents and the use of Cash Collateral in connection with the chapter 11 cases, which
agreements may require the Companies to grant adequate protection and liens to the Prepetition
Lenders and each other agreement, instrument, or document to be executed and delivered in
connection therewith, by or on behalf of the Companies pursuant thereto or in connection
therewith, all with such changes therein and additions thereto as any Authorized Person
approves, such approval to be conclusively evidenced by the taking of such action or by the
execution and delivery thereof;

RESOLVED, to the extent applicable, the Authorized Persons are hereby authorized,
empowered, and directed in the name of, and on behalf of, the Companies to take such actions as
in their discretion is determined to be necessary, desirable, or appropriate to execute the
DIP Transactions, including delivery of: (i) the DIP Documents and such agreements,
certificates, instruments, guaranties, notices, and any and all other related documentation,
including, without limitation, any amendments, waivers, consents, supplements, or other
modifications to any DIP Documents; (ii) such other instruments, certificates, notices,
assignments, and documents as may be reasonably requested by the lender under the DIP
Financing (the “DIP Lender”); and (iii) such forms of account control agreements, officer’s
certificates, and compliance certificates as may be required by the DIP Documents
(the documents described in (i) through (iii) of this paragraph, collectively, the “DIP Financing
Documents”);

RESOLVED, the Authorized Persons are hereby authorized, empowered, and directed in
the name of, and on behalf of, the Companies to seek authorization to incur the DIP Financing
and approval to use Cash Collateral pursuant to the DIP Orders, and the Authorized Persons are
hereby authorized, empowered, and directed to negotiate, execute, and deliver any and all
agreements, instruments, or documents, by or on behalf of the Companies, necessary to
implement the postpetition financing, including the Adequate Protection Obligations to the
Prepetition Lenders in accordance with section 363 of the Bankruptcy Code, as well as any
additional or further agreements for entry into the DIP Financing Documents and the use of Cash
Collateral in connection with the chapter 11 cases, which agreements may require the Companies
to grant adequate protection and liens to the Prepetition Lenders and each other agreement,

5
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instrument, or document to be executed and delivered in connection therewith, by or on behalf of

the Companies pursuant thereto or in connection therewith, all with such changes therein and
additions thereto as the Authorized Persons approve, such approval to be conclusively evidenced
by the taking of such action or by the execution and delivery thereof;

RESOLVED, to the extent applicable, the Authorized Persons are hereby authorized,
empowered, and directed in the name of, and on behalf of, the Companies to file or to authorize
the DIP Lender to file any Uniform Commercial Code (“UCC”) financing statements, any other
equivalent filings, any intellectual property filings and recordation, and/or any necessary
assignments for security or other documents in the names of the Companies that the DIP Lender
deems necessary or appropriate to perfect any lien or security interest granted pursuant to
the DIP Orders, including any such UCC financing statement containing a generic description of
collateral, such as “all assets,” “all property now or hereafter acquired,” and other descriptions of
similar import, and to execute and deliver, and to record or authorize the recording of, such
mortgages and deeds of trust in respect of real property of the Companies and such other filings
in respect of intellectual and other property of the Companies, in each case as the DIP Lender
may reasonably request to perfect the security interests of the DIP Lender under the DIP Orders;
and

RESOLVED, to the extent applicable, the Authorized Persons are hereby authorized,
empowered, and directed in the name of, and on behalf of, the Companies to take all such further
actions, including, without limitation, to pay or approve the payment of all fees and expenses
payable in connection with the DIP Transactions and all fees and expenses incurred by or on
behalf of the Companies in connection with the foregoing resolutions, in accordance with the
terms of the DIP Documents, which shall in their sole judgment be necessary, proper, or
advisable to perform the Companies’ obligations under or in connection with any of the DIP
Documents and the transactions contemplated therein and to carry out fully the intent of the
foregoing resolutions.

FURTHER ACTIONS AND PRIOR ACTIONS

RESOLVED, the Authorizing Bodies hereby authorize any direct or indirect subsidiary
of the Companies or any entity of which the Companies or any subsidiary of the Companies is
the sole member, general partner, or managing member, as applicable, to take each of the actions
described in these resolutions or any of the actions authorized in these resolutions, and none of
the resolutions contained herein, or action taken in furtherance hereto, shall have or cause an
adverse effect on any such subsidiary or the Companies’ interest therein (including without
limitation, any automatic dissolution, divestiture, dissociation, or like event under applicable
law);

RESOLVED, in addition to the specific authorizations heretofore conferred upon the

Authorized Persons, the Authorized Persons, either individually or as otherwise required by
each Company’s governing documents and applicable law, are hereby authorized to execute
(under the common seal of the Companies if appropriate), acknowledge, deliver, and file any and
all agreements, certificates, instruments, powers of attorney, letters, forms, transfer, deeds, and
other documents on behalf of the Companies relating to the Restructuring Matters;

6
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RESOLVED, each of the Authorized Persons (and their designees and delegates) is
hereby authorized and empowered, in the name of and on behalf of the Companies, to take or
cause to be taken any and all such other and further action, and to execute (under the common
seal of the Companies, if appropriate), acknowledge, deliver, and file any and all such
agreements, certificates, instruments, and other documents and to pay all expenses, including but
not limited to filing fees, in each case as in such Authorized Person’s or Authorized Persons’
absolute discretion, shall be necessary, appropriate, or desirable in order to fully carry out the
intent and accomplish the purposes of the resolution adopted herein;

RESOLVED, the Authorizing Bodies have received sufficient notice of the actions and
transactions relating to the matters contemplated by the foregoing resolutions, as may be required
by the governing documents of the Companies, or hereby waives any right to have received such
notice;

RESOLVED, all acts, actions, and transactions relating to the matters contemplated by
the foregoing resolutions done in the name of and on behalf of the Companies, which acts would
have been approved by the foregoing resolutions except that such acts were taken before the
adoption of these resolutions, are hereby in all respects approved, confirmed, and ratified as the
true acts and deeds of the Companies with the same force and effect as if each such act,
transaction, agreement, or certificate had been specifically authorized in advance by resolution of
the Authorizing Bodies; and

RESOLVED, any Authorized Person is hereby authorized to perform all other acts,
deeds, and other actions as the Companies themselves may perform, in accordance with their
governing documents and applicable law, howsoever arising in connection with the matters
above, or in furtherance of the intentions expressed in the foregoing resolutions, including, but
not limited to, the negotiation, finalization, execution (under common seal, whether or not
expressed to be a deed, as may be necessary or appropriate), and delivery of any other
agreements, certificates, instruments, powers of attorney, letters, forms, transfer, deeds, and other
documents whatsoever as the individual acting may in his/her absolute and unfettered discretion
approve, deem or determine necessary, appropriate or advisable, such approval, deeming or
determination to be conclusively evidenced by said individual taking such action or the
execution thereof.

***

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Exhibit A

Company Jurisdiction
Thrasio, Holdings, Inc. Delaware
1 Thrasio One, Inc. Delaware
10 Thrasio Ten, Inc. Delaware
11 Thrasio Eleven, Inc. Delaware
12 Thrasio Twelve, Inc. Delaware
14 Thrasio Fourteen, Inc. Delaware
15 Thrasio Fifteen, Inc. Delaware
16 Thrasio Sixteen, Inc. Delaware
17 Thrasio Seventeen, Inc. Delaware
18 Thrasio Eighteen, Inc. Delaware
19 Thrasio Nineteen, Inc. Delaware
2 B Bountiful, Inc. Delaware
20 Thrasio Twenty, Inc. Delaware
21 Thrasio Twenty One, Inc. Delaware
22 Thrasio Twenty Two, Inc. Delaware
23 Thrasio Twenty Three, Inc. Delaware
24 Thrasio Twenty Four, Inc. Delaware
25 Thrasio Twenty Five, Inc. Delaware
3 Thrasio Three, Inc. Delaware
5 Thrasio Five, Inc. Delaware
6 Thrasio Six, Inc. Delaware
7 Thrasio Seven, Inc. Delaware
8 Thrasio Eight, Inc. Delaware
9 Thrasio Nine, Inc. Delaware
Acorn Creations, Inc. Delaware
AirOrb Ltd United Kingdom
Alloy Ideas, Inc. Delaware
Amber Ideas, Inc. Delaware
Amber Oasis, Inc. Delaware
Andromache, Inc. Delaware
Angor-Pet Thrasio Two, Inc. Delaware
Antiope, Corp. Delaware
Apple Affirmations, Inc. Delaware
Apricot Ideas, Inc. Delaware
Ash Developments, LLC Delaware
Assassin Bug Industries, Inc. Delaware
Attain Recruitment Ltd United Kingdom
Autumn Ideas, Inc. Delaware
Autumn Waves, Inc. Delaware
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 29 of 33

Bartstr Ltd United Kingdom

Basketball Beginning, Inc. Delaware
Beast Gear Limited United Kingdom
Bellezo.com Ltd United Kingdom
Biscotti Solutions, Inc. Delaware
Bittersweet Billows, Inc. Delaware
Bonfire Solutions, Inc. Delaware
Bronze Projects, Inc. Delaware
Burning Neon, Inc. Delaware
Burnt Summer Citrus, Inc. Delaware
Buttercup Creations, Inc. Delaware
Butterscotch Beginnings, Inc. Delaware
Cafe Casa, Inc. Delaware
Califia Company Delaware
California Poppy Projects, Inc. Delaware
Candlelit Creations, Inc. Delaware
Cantaloupe Creations Company Delaware
Caramel Creations, Inc. Delaware
Carnation Creations, Inc. Delaware
Carotene Consortium, Inc. Delaware
Carrot Solutions, Inc. Delaware
Cayenne Solutions, Inc. Delaware
Champagne Projects, Inc. Delaware
Charope, Inc. Delaware
Cheddar Creations, Inc. Delaware
Chestnut Creations, Inc. Delaware
Chili Clove, Inc. Delaware
Chili Flakes, Inc. Delaware
Chipshot LTD United Kingdom
Chrysanthemum Creations, Inc. Delaware
Cider Creations, Inc. Delaware
Cinnabar Creations, Inc. Delaware
Citrine Solutions, Inc. Delaware
Classy Mango, Inc. Delaware
Classy Tangerine, Inc. Delaware
Clementine Creations, Inc. Delaware
Clownfish Creations, Inc. Delaware
Comet Creations, Inc. Delaware
Copperhead Conspiracies, Inc. Delaware
Coral Chrome, Inc. Delaware
Corn Snake Surprises, Inc. Delaware
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 30 of 33

Crawfish Creations, Inc. Delaware

Daffodil Design, Inc. Delaware
Dahlia Dreams, Inc. Delaware
Dark Honey Design, Inc. Delaware
Dark Orange Design, Inc. Delaware
Daybreak Developments, Inc. Delaware
Daylily Dreams, Inc. Delaware
Discus Dreams, Inc. Delaware
DMD Group Inc New Jersey
Dots for Spots Ltd United Kingdom
E & I Trading Ltd United Kingdom
E&L Enterprises Limited United Kingdom
ECOM HEIGHTS LLC Delaware
Emberglow Ideas, Inc. Delaware
Eurypyle, Inc. Delaware
Faint Orange Horizon, Inc. Delaware
Fall Foundations, Inc. Delaware
Fawn Foundations, Inc. Delaware
Foxy Creations, Inc. Delaware
Frosty Dream, Inc. Delaware
Fyer Tropics, Inc. Delaware
Ginger Cat Creations, Inc. Delaware
Ginger Creations, Inc. Delaware
Gingersnap Solutions, Inc. Delaware
Golden Gate Solutions, Inc. Delaware
Golden Kiwifruit Enterprises, Inc. Delaware
Goldfish Memories, Inc. Delaware
Green Cricket LTD United Kingdom
Habanero Pepper Projects, Inc. Delaware
Harley Orange, Inc. Delaware
Harvest Charm, Inc. Delaware
HiC-Cork Thrasio One Inc. Delaware
Hippolyte, Ltd. Delaware
Honey Sunset, Inc. Delaware
Ideal Monarch, Inc. Delaware
Ideastream Consumer Products, LLC Delaware
Influencer Ideas, Inc. Delaware
Ivory Ideas, Inc. Delaware
Jasper Gesture, Inc. Delaware
Jiminy LTD United Kingdom
Joss Solutions 2016 Limited United Kingdom
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 31 of 33

Jupiter Gesture, Inc. Delaware

Khaki Trips, Inc. Delaware
KingFisher Creations Inc. Delaware
Kitchen Tools Ltd United Kingdom
Koi Creations, Inc. Delaware
Lace Decisions, Inc. Delaware
Laranja Logistics, Inc. Delaware
Latte Logistics, Inc. Delaware
Leather Logistics, Inc. Delaware
Lemon Logistics, Inc. Delaware
Lemur Logistics, Inc. Delaware
Levita Holdings, LLC United Kingdom
Lionfish Logistics, Inc. Delaware
Lobster Logistics, Inc. Delaware
Magenta Peel Solutions, Inc. Delaware
Mahogany Movements Inc. Delaware
Malt Decisions, Inc. Delaware
Mango Movements, Inc. Delaware
Mango Wonder, Inc. Delaware
Maple Movements, Inc. Delaware
Marigold Creations, Inc. Delaware
Marmalade Mansions, Inc. Delaware
Marmalade Movements, Inc. Delaware
Marpesia, Co. Delaware
Mars Makers, Inc. Delaware
Mauve Monkey, Inc. Delaware
Melanippe, Inc. Delaware
Melon Movements, Inc. Delaware
Meteor Movements, Inc. Delaware
Mimosa Movements, Inc. Delaware
Modetro Retail Limited United Kingdom
Ochre Organization, Inc. Delaware
Old Rust Organization, Inc. Delaware
Orange Crush Organization, Inc. Delaware
Orange Fantasy, Inc. Delaware
Orange Hope, Inc. Delaware
Orange Margarita, Inc. Delaware
Orange Organization, Inc. Delaware
Orange Peach Projects, Inc. Delaware
Orange Peel Projects, Inc. Delaware
Orange Umbrella Creations, Inc. Delaware
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 32 of 33

Orangutan Organization, Inc. Delaware

Oranssi Organization, Inc. Delaware
Orythia, Inc. Delaware
Oyster Oasis, Inc. Delaware
Pantariste, Inc. Delaware
Pantone Projects, Inc. Delaware
Papaya Projects, Inc. Delaware
Parchment Principles, Inc. Delaware
Peach Projects, Inc. Delaware
Peanut Projects, Inc. Delaware
Pearoller LTD United Kingdom
Penny Rose Solutions, Inc. Delaware
Pennycopper Trading, Inc. Delaware
Penthe Company Delaware
Persian Projects, Inc. Delaware
Persimmon Projects, Inc. Delaware
Pizza Projects, Inc. Delaware
Poppy Projects, Inc. Delaware
Portocale Projects, Inc. Delaware
Primrose Projects, Inc. Delaware
Pro Grade Products Ltd United Kingdom
Prothoe Limited United Kingdom
Pure Chimp Ltd United Kingdom
Radiant Orange, Inc. Delaware
Rissav Limited United Kingdom
Rose Bud Creations, Inc. Delaware
Rosewood Wish, Inc. Delaware
SAFEREST HOLDINGS, LLC Florida
Salmon Solutions, Inc. Delaware
Sandcastle Days, Inc. Delaware
Sandpaper Solutions, Inc. Delaware
Sandsnake Ventures, Inc. Delaware
Sandstorm Solutions, Inc. Delaware
Sandy Leaf Farm Ltd. United Kingdom
Sapphire Monkey, Inc. Delaware
Sasana Group Limited United Kingdom
Scarlet Solutions, Inc. Delaware
Scotch Solutions, Inc. Delaware
Scouse LTD United Kingdom
Seashell Solutions, Inc. Delaware
Sherbert Solutions, Inc. Delaware
Case 24-11840-CMG Doc 1 Filed 02/28/24 Entered 02/28/24 00:54:44 Desc Main
Document Page 33 of 33

Shortbread Solutions, Inc. Delaware

Siberian Tiger Solutions, Inc. Delaware
Sockeye Strategies, Inc. Delaware
Soft Spice, Inc. Delaware
Spicy Solutions, Inc. Delaware
Starfish Solutions, Inc. Delaware
Strawflower Solutions, Inc. Delaware
Sundaze Blaze Solutions, Inc. Delaware
Sunflare Solutions, Inc. Delaware
Sunflower Saturnalia, Inc. Delaware
Sunkiss Solutions, Inc. Delaware
Sunny Operations, Inc. Delaware
Sunrise Martinis, Inc. Delaware
Sunrise Season, Inc. Delaware
Sweet Nectar Enterprises, Inc. Delaware
Sweet Potato Solutions, Inc. Delaware
Tangelo Tendencies, Inc. Delaware
Tangerine Ideas, Inc. Delaware
Tawny Tasks, Inc. Delaware
Tea Rose Risings, Inc. Delaware
Teal Monkey, Inc. Delaware
Thrasio Australia Holdings Pty Ltd Australia
Thrasio Intermediate Sub, LLC Delaware
Thrasio Services, LLC Delaware
Thrasio UK Holdings, Ltd United Kingdom
Thrasio, LLC Delaware
Tiger Affirmations, Inc. Delaware
Tiger Stripe Creations, Inc. Delaware
Tomato Tasks, Inc. Delaware
Topaz Traditions, Inc. Delaware
Tortilla Tasks, Inc. Delaware
Toxaris Limited United Kingdom
Traffic Cone Tuesdays, Inc. Delaware
Truverge International Ltd United Kingdom
Turmeric Transitions, Inc. Delaware
Warm Red Wonders, Inc. Delaware
William Evans Retail Ltd United Kingdom
Zabba, Inc. Delaware