FOR PUBLICATION CORRECTED MEMORANDUM OPINION APPROVING THE CEL TOKEN SETTLEMENT AND RESOLVING ISSUE OF COLLATERAL OWNERSHIP IN THE MODIFIED JOINT CHAPTER 11 PLAN OF CELSIUS NETWORK AND ITS DEBTOR AFFILIATES The Court has entered the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint Chapter 11 Plan of Celsius Network LLC and its Debtor Affiliates (the “Confirmation Order,” ECF Doc. # 3972) and incorporates the Confirmation Order herein by reference.1 As part of the Confirmation Order, the Court (1) APPROVED the CEL Token settlement (the “CEL Settlement”) valuing the CEL Token at $0.25, and (2) found that the digital assets transferred to the Debtors as collateral under Version 7 of the retail Loan Terms and Conditions by Retail Borrowers who objected to the Plan, including Johan Bronge, were property of the Debtors’ Estates. The Court writes here separately to explain its reasoning.2 I. THE CEL TOKEN SETTLEMENT A. Background on the CEL Token The CEL Token (“CEL” or “CEL Token”) was a utility token native to the Celsius Network. A utility token is a “form of cryptographic token[] whose primary purpose is to allow users to consume the platform’s (smart contract) services.” (CEL Token Brief 25, citing Samuel Häfner, Blockchain Platform Design under Market Frictions: Decentralization, Service Provision, and Block Rewards (September 4, 2023).) The CEL Token provided its owners with various benefits on the Celsius network, most notably discounts on loan interest rates and increased rewards in Celsius’ Earn Program. (CEL Token Brief 6.) Celsius launched the CEL Token in Q4 2017, and commenced a private presale for its initial coin offering (including presale, the “ICO”), offering CEL at $0.20/Token. (Id. 7.) In Q1 2018, Celsius conducted the crowdsale portion of the ICO, offering CEL at $0.30/Token. (Id.) Though its rewards and utilities were tied to the Celsius Network, it was an “ERC-20″ token, meaning it could be deployed on the Ethereum blockchain and thus sent to any address, wallet, exchange, or other software compatible with this form of token. (Initial Galka Declaration 32.) Users could thus buy and sell CEL Tokens via decentralized exchanges, which faciliate direct peer-to-peer transactions; centralized exchanges, where an entity (similar to a broker) settles transactions on an internal ledger; and over-the-counter (“OTC”) desks, where the desk acts as an intermediary between the parties. (Id. 26.) Users could acquire CEL by opting to receive interest on their Earn Account balances in CEL, by purchasing it from the Celsius OTC desk, or by purchasing it on a number of other centralized and decentralized exchanges. (Initial Galka Declaration
39, 49, 51.) On June 12, 2022 (the “Pause Date”), Celsius paused all trading activity on its platform. (Id.
