Binance.US terminated Voyager deal as estate turned to direct distributions

On April 25, 2023, Voyager Digital Holdings told the U.S. Bankruptcy Court for the Southern District of New York that it had received a termination notice from BAM Trading Services Inc., the company doing business as Binance.US. The notice ended the planned asset-sale route in Voyager’s Chapter 11 case and moved the estate toward distributing cryptocurrency and cash directly through the Voyager platform.

The dated court record is unusually clear. Docket No. 1345 says Voyager received Binance.US’s notice on April 25, reserved its rights concerning the “purported termination,” and intended to invoke the liquidation “toggle” already built into its confirmed plan. Voyager also preserved its position concerning a reverse-termination fee and Binance.US’s $10 million deposit. Those reservations meant the filing documented a change of course, not a final resolution of every contractual dispute.

A transaction built around a moving portfolio

Voyager and Binance.US had signed their asset purchase agreement on December 18, 2022, after the collapse of an earlier sale process involving FTX US. Voyager announced the new agreement on December 19 and described Binance.US as the highest and best bidder.

The widely repeated billion-dollar figure needs care. Voyager valued the December proposal at approximately $1.022 billion: an estimated $1.002 billion fair market value for the cryptocurrency portfolio at then-current prices, plus $20 million of incremental consideration. The portfolio component was not a fixed cash purchase price; it was to be measured again at a future date. That distinction became more important as crypto prices moved during the bankruptcy.

A March 2023 bankruptcy-court decision had overruled objections to confirmation. The court noted that the plan’s toggle provided an alternative liquidation route if the Binance.US transaction failed, although it also recognized that practical changes could reduce recoveries. By April 25, the fallback had become Voyager’s stated path rather than a contingency.

What changed for creditors

The immediate verified consequence was procedural. Instead of moving eligible customer distributions through Binance.US under the sale structure, Voyager said it would return cryptocurrency and cash directly through its own platform. The April 25 filing promised more information on liquidation procedures and timing but did not provide a distribution date, final recovery percentage, or asset-by-asset treatment. Any precise recovery estimate presented as settled on April 25 would therefore overstate what the record established.

Binance.US separately attributed its withdrawal to what it called a hostile and uncertain U.S. regulatory climate. That was the company’s contemporaneous explanation, reported by Axios and other outlets, not a judicial finding that regulation made closing unlawful. The distinction matters. The bankruptcy record shows sustained scrutiny from the Securities and Exchange Commission and state authorities; it does not prove that any one regulator legally compelled Binance.US to terminate.

Institutionally, the withdrawal showed how regulatory uncertainty and counterparty choice could reshape creditor recovery mechanics even after a plan had cleared a major court hurdle. It also left Voyager creditors facing a second failed sale pathway after the FTX transaction unraveled in 2022. The result was not simply a canceled acquisition. It was a transfer of execution risk back to a bankrupt platform that now had to administer direct distributions.

Limits of the April 25 record

This reconstruction does not use token-price or intraday market data, because the core event was a bankruptcy filing and no reliable causal market move is necessary to establish its importance. The $1.022 billion figure is retained only as Voyager’s December 19 estimate, with its components and valuation limitation stated.

As of April 25, the direct-distribution schedule, final creditor recoveries, treatment of individual tokens, and disposition of the deposit and termination-fee claims remained unresolved. Later liquidation results and later litigation should be treated as separate developments, not read backward into the April 25 record.