UPSIDE Foods has terminated its $50 million bid for the US production facility of distressed cultivated meat firm Believer Meats, but tells AgFunderNews it “remains interested in the facility.”
The North Carolina Business Court approved UPSIDE Foods’ asset purchase agreement as the baseline “stalking horse” bid in June, while BDO Consulting Group continued marketing the assets to see if it could attract a higher offer.
In late July, receiver Kevin Sink asked the court to extend the competing-bid deadline, citing “numerous discussions” with interested parties.
But in an August 17 filing,* Sink said UPSIDE had notified him three days earlier that it was terminating the purchase agreement.
“As a result, the stalking horse bid no longer exists. No qualifying bids were received for the transferred assets by the final bid deadline. Based on the foregoing events, no auction will be conducted for the transferred assets on 17 August 2026, and no need exists for this court to conduct a sale hearing on 20 August 2026.”
He added: “The receiver reserves all rights against the buyer and all other parties in connection with the purchase agreement, the sale procedures order, the order amended deadlines, and otherwise.”
Sink is now “evaluating appropriate next steps in light of the foregoing events and will proceed accordingly.”
An UPSIDE Foods spokesperson told AgFunderNews: “Unfortunately, the conditions of the transaction were not met, so we have exercised our termination right. UPSIDE remains interested in the facility and will evaluate next steps once the receiver outlines a new process and timeline.”
According to court documents filed in June, UPSIDE was permitted to terminate the asset purchase agreement without incurring any liability for several specified reasons, including if the receiver materially breached the agreement; if required agreements with creditors Gray Construction or GEA were not executed by the relevant deadline; if UPSIDE could not make the required determination that operating the facility would not materially infringe third-party IP; if the court failed to enter the required orders; or if the receiver pursued an alternative transaction.
AgFunderNews has reached out to Kevin Sink and BDO for comment.
Israeli trustee fielding bids for IP
One of the best-funded players in the space, having raised almost $400 million from backers including ADM Ventures and Tyson Ventures, Future Meat Technologies Inc (d.b.a. Believer Meats) ceased operations in December. It was put into general receivership in early February after receiver Kevin Sink secured court approval to sell the firm’s US assets.
The sale included Believer Meats’ $150 million Wilson, North Carolina production facility and related assets including bioreactors, media and process tanks, centrifuges, freezing systems, wastewater systems, automation and production-control systems plus some intangible assets such as permits and licenses. It excludes selected kit leased by CSC Leasing and Roberts Oxygen Company.
Yoel Freilich, the Israeli trustee tasked with selling Believer Meats’ IP, told AgFunderNews that he has “received bids from several parties for the IP all through the industry.”
Gray Construction and Ameris Bank first in line for proceeds
In a lawsuit filed by Gray Construction last year, Gray alleged it was owed $36.4 million for design and construction work on the North Carolina facility. Ameris Bank is also a senior secured lender, having provided a $25 million term loan backed by a first-priority security interest in Believer’s bank accounts, machinery, and equipment.
Other secured parties listed in court filings include Robert Reiser and Company, Leaf Capital Funding, ADM Ventures Investment Corp, GEA Systems North America, and GEA Mechanical Equipment US.
*The case is Gray Construction Inc d.b.a. James N Gray Company (plaintiff) vs Future Meat Technologies Inc d.b.a. Believer Meats (defendant) and Meris Bank (intervenor/plaintiff) in North Carolina Business Court, a specialized division of the state’s Superior Court system. Case: 2025-CV-S5578
Further reading:
Cultivated meat deep dive: After the crash, who’s still standing?
Believer Meats trustee sets August 5 deadline for cultivated meat IP auction
Facts Only
* UPSIDE Foods terminated its $50 million bid for the US production facility of Believer Meats.
* The North Carolina Business Court approved the stalking horse bid in June.
* Receiver Kevin Sink requested an extension for the competing-bid deadline.
* In an August 17 filing, Sink stated the stalking horse bid no longer existed and no auction would be conducted on August 17, 2026.
* UPSIDE exercised its termination right because transaction conditions were not met.
* The sale included Believer Meats’ $150 million Wilson, North Carolina production facility and related assets.
* Yoel Freilich is the Israeli trustee fielding bids for Believer Meats’ IP.
* Gray Construction alleged a $36.4 million claim for design and construction work on the facility.
* Ameris Bank provided a $25 million term loan secured by interests in Believer’s assets.
Executive Summary
UPSIDE Foods terminated its $50 million bid for the US production facility of Believer Meats but expressed continued interest in the facility. The North Carolina Business Court approved UPSIDE's initial "stalking horse" bid in June, with BDO Consulting Group marketing the assets for a higher offer. Subsequently, receiver Kevin Sink requested an extension for the competing-bid deadline based on ongoing discussions. However, in an August 17 filing, Sink indicated that the stalking horse bid was no longer valid, noting no qualifying bids were received by the final deadline and that no auction would occur. UPSIDE stated they exercised their termination right because the transaction conditions were not met, but they remain interested and will evaluate future steps based on the receiver's new process.
The sale involved Believer Meats’ $150 million Wilson, North Carolina production facility and related assets, including bioreactors, various systems, and intangible assets like permits and licenses. The sale process involves an Israeli trustee, Yoel Freilich, fielding bids for the Intellectual Property (IP). Various parties have asserted claims against the assets, including Gray Construction for design work and Ameris Bank as a secured lender.
Full Take
The narrative reveals a dynamic where conditional interest transitions into decisive action based on perceived failure of prerequisite conditions, illustrating the tension between stated intent and procedural reality in asset sales. The termination maneuver by UPSIDE suggests an attempt to regain strategic positioning after market dynamics or receiver actions invalidated the initial terms, moving from active bidding to a stance of passive reservation of interest. This pattern highlights that transactional frameworks (like "stalking horse" bids) are contingent artifacts, not fixed states, which can be exploited or nullified by procedural shifts orchestrated by parties with control over the underlying assets. The existence of multiple secured creditors and IP trustees underscores that asset realization is a complex negotiation layered over legal and financial claims, where no single party holds unilateral control. The core implication is that strategic persistence requires an understanding not just of the stated bid, but of the evolving procedural landscape surrounding asset control and execution deadlines.
Bridge Questions: What specific metrics or conditions were assessed when UPSIDE determined the transaction conditions were unmet? How does the dynamic between the initial bidders (like BDO) and the receiver (Sink) influence the perceived fairness of the final outcome for interested parties? What are the long-term implications for how future asset sales in the cultivated meat sector manage conditional interest versus finalized commitments?
Sentinel — Human
This analysis appears to be grounded in reporting derived from public legal proceedings regarding a business transaction, exhibiting the structure of factual journalism rather than synthetic generation.