UPSIDE withdrawal leaves Believer plant sale without a buyer

INTRODUCTION

UPSIDE Foods, a cultivated meat producer, has abandoned its agreed purchase of Believer Meats’ North Carolina factory, leaving the court-led sale without a buyer and separating scarce production capacity from an unresolved ownership process.

UPSIDE told receiver Kevin Sink on 14 August that it would terminate the agreement, according to vegconomist. A court filing confirmed the decision three days later, the publication reported. Sink then cancelled the proposed auction and sale hearing. The withdrawal matters because the bid had supplied the court process with both a starting price and a likely purchaser.

Believer Meats, a cultivated meat company, faces two linked insolvency proceedings. Green Queen reports that trustee Yoel Freilich controls the Israeli parent’s insolvency, while Sink manages the US subsidiary through receivership. The split places the physical factory and the production knowledge in different sales. A buyer may therefore secure industrial equipment without acquiring the rights needed to use Believer’s methods.

UPSIDE had offered $50 million for the US assets in June, according to Green Queen. The North Carolina Business Court accepted that proposal as the stalking-horse bid, which established the benchmark for rival offers. BDO Consulting Group sought alternatives, but vegconomist reports that none met the required conditions. UPSIDE says it may still consider the site after Sink sets another process and timetable. That interest is not a renewed offer.

CORE DECISION

UPSIDE says the transaction failed to meet its agreed conditions, according to Green Queen. The purchase contract gave the company several routes out without financial liability. UPSIDE could leave if Sink breached the agreement, accepted another deal or failed to obtain the required court orders. The company also had an exit if arrangements with Gray Construction or GEA missed their deadlines. A further condition concerned third-party intellectual property. UPSIDE needed to satisfy itself that plant operations would not violate rights held elsewhere.

Those clauses make the withdrawal contractually explicable, but they do not identify which condition caused it. UPSIDE did not disclose the failed requirement in its statement to Green Queen. Sink has also preserved his claims against UPSIDE and other parties, the publication reports. That language leaves open whether the receiver accepts the company’s grounds for walking away. The evidence supports a terminated agreement. It does not yet establish agreement between buyer and seller over responsibility.

The lack of a challenger also changes the receiver’s position. Vegconomist reports that Sink asked the court in late July for more time to seek alternatives because he was speaking with several parties. Those talks produced no binding proposal. The distinction matters. Interest can justify extending a process, but only an executable bid can replace the price and certainty supplied by a stalking horse.

ASSETS

The proposed purchase covered more than the factory shell. Green Queen says the package included bioreactors, process and media tanks, centrifuges and freezing equipment. It also covered wastewater infrastructure, automation, production controls and selected licences and permits. These assets form much of the machinery needed to turn cell culture into food at industrial scale. Their presence does not settle access to cell lines, formulations or operating knowledge.

The Wilson site covers 200,000 square feet, according to Green Queen. Believer spent $150 million on the facility, the publication reports, and claimed it could make as much as 26 million pounds of cultivated chicken each year. That output figure came from the company rather than demonstrated commercial production. Believer stopped operating before the plant could establish whether the stated capacity was achievable in routine use.

A BDO sales document gave a slightly different account of investment, according to AgFunderNews. The adviser said more than $150 million went into design, construction and installed equipment. BDO also credited Gray Construction with building work and GEA with food-processing engineering. The sales document described federal inspections as complete and approved. Those statements formed part of marketing material for bidders, not an independent technical assessment published by either regulator.

SEPARATE RIGHTS

Future Meat Technologies Ltd, Believer’s insolvent Israeli parent, owns the intellectual property, according to Freilich’s account to AgFunderNews. The US company, Future Meat Technologies Inc, holds the North Carolina assets under Sink’s receivership. Freilich said a plant purchaser would receive neither the parent’s knowledge nor permission to apply it merely by acquiring the site. Any such rights require a separate deal with the Israeli entity.

Freilich told AgFunderNews that the parent owns three patent families. He also identified cell lines, growth-media recipes and scale-up knowledge among the assets for sale. The package covers perfusion methods, bioreactor use, centrifuge integration, production automation and procedures for harvesting and washing cells. It also includes process information generated through pilot work in Israel and applied to the design of a larger facility.

This division explains why the intellectual-property condition in UPSIDE’s agreement carried weight. The factory contains specialised systems, but the Israeli sale covers instructions and biological inputs that may determine how those systems run. The two officeholders are cooperating, Freilich told AgFunderNews, yet he declined to say whether any factory bidders also wanted the knowledge package. Coordination between sellers does not merge the assets or remove the need for two agreements.

DEADLINES

The sources capture a process that changed repeatedly. AgFunderNews reported on 20 July that Freilich had moved the intellectual-property bidding deadline from 22 July to 5 August. Freilich attributed the extension to interest from cultivated meat businesses, investment funds and other prospective buyers. He also cited the time required to inspect technical material and question Believer’s technology staff.

The same AgFunderNews report said the deadline for bids on the US factory had moved from 20 July to 10 August because several parties had expressed interest. Under that timetable, an auction would have occurred on 17 August if competitors appeared, followed by a court hearing on 20 August. Vegconomist later reported that UPSIDE’s termination caused both events to be dropped. The later report therefore supersedes the earlier timetable rather than contradicting it.

Green Queen reports that the court had required a competing bid above $52.25 million by 20 July under an earlier set of deadlines. No bidder cleared that level. AgFunderNews later described the extended 10 August deadline. Read together, the reports show an initial qualification date followed by extra time for possible challengers. Neither extension yielded a transaction that could proceed after UPSIDE left.

CREDITORS

The plant sale sits behind substantial creditor claims. AgFunderNews reports that Gray Construction alleged in litigation that Believer owed it $36.4 million for design and building work. Green Queen gives the alleged unpaid amount as $34 million. Both publications describe the same construction dispute, but they use different figures. The underlying court material would be needed to resolve whether the gap reflects rounding, amendments or different parts of the claim.

Green Queen says the construction lawsuit entered mediation two days after Gray filed it in December. Believer soon announced that it would close. Its bankruptcy documents characterised the action as the final blow, according to the publication. That account came from the insolvent company and should not be treated as a finding on causation. The lawsuit followed wider funding trouble rather than standing alone.

Ameris Bank supplied a $25 million term loan, according to AgFunderNews. The bank holds first-ranking security over Believer’s accounts, machinery and equipment, the publication reports. Court filings also list Robert Reiser and Company, Leaf Capital Funding, ADM Ventures Investment Corp, GEA Systems North America and GEA Mechanical Equipment US as secured parties. Those interests complicate any effort to transfer assets cleanly and distribute sale proceeds.

Green Queen reports that Believer accumulated about $213 million of debt in the US and another $11 million in Israel. The publication says construction costs rose from $138 million to $154 million before equipment was counted. Those figures help explain why a $50 million bid could set the sale benchmark despite the far larger sums spent on the project. Insolvency prices recover what buyers will pay, not what founders and creditors previously committed.

FUNDING AND APPROVALS

Believer raised $387 million from 2018 onwards, according to Green Queen. AgFunderNews rounds its total backing to almost $400 million and names ADM Ventures and Tyson Ventures among the investors. The difference appears to reflect rounding rather than a substantive disagreement. The larger point is less flattering. Extensive private financing did not carry the company through plant commissioning, regulatory work and the move towards commercial output.

Green Queen says Believer approached many domestic and overseas banks during 2024 and 2025 but failed to secure the debt it sought. Believer blamed delays linked to changes in US Food and Drug Administration policy, the Israel-Hamas war and the naval blockade on Gaza, according to the publication. Those are the company’s explanations. The sources provide no independent allocation of how much each factor contributed.

The US Food and Drug Administration cleared Believer’s cultivated chicken for sale in 2025, according to Green Queen. The US Department of Agriculture then authorised manufacturing at Wilson in November 2025, the publication reports. Believer nevertheless stopped operating several weeks later. Regulatory permission therefore arrived before closure, but too late to repair the company’s funding position or remove the claims surrounding construction.

The authorisations also require careful interpretation. They show that federal agencies completed their respective reviews for the approved product and establishment. They do not prove that the plant could reach its claimed annual output at an acceptable cost. The sources provide no operating yield, unit cost, utilisation rate or sustained production data from Wilson. Commercial performance remains untested in the supplied record.

BUYER POSITION

UPSIDE has raised nearly $400 million, according to Green Queen. The company cut staff in several rounds during 2024 and 2025 and halted plans for a large factory in Illinois, the publication reports. It instead focused on increasing output at its existing EPIC site in Emeryville. Green Queen says that plant could make up to 400,000 pounds of cultivated chicken, a small fraction of Believer’s stated Wilson capacity.

UPSIDE has also created Lucius Labs, a life-sciences division, according to Green Queen. The company awaits US clearance for another cultivated chicken product after gaining approval for an earlier version in 2023, the publication reports. Buying Wilson would therefore have added a much larger production base while UPSIDE pursued both food and cell-culture activities. Its withdrawal avoids that immediate commitment but leaves its expansion route less clear.

Before ending the deal, UPSIDE told AgFunderNews that Wilson could bring extra production online sooner and help serve demand for its chicken. That was corporate positioning made while the purchase remained live. The subsequent termination shows that potential speed did not outweigh the outstanding contractual conditions. The sources do not disclose whether intellectual-property access, creditor settlements, court approvals or another issue proved decisive.

UNRESOLVED QUESTIONS

Freilich later said he had received intellectual-property bids from several participants across the sector, according to Green Queen. The publication gives no prices, bidder names or indication that any offer will complete. Interest in the Israeli assets may produce a buyer without solving the North Carolina sale. It could also place the operating knowledge under an owner with no control over Wilson.

Sink now needs to choose a new route for the US property. Vegconomist says he is reassessing the process after the only approved purchaser withdrew. The supplied sources do not identify a replacement deadline, reserve price or auction date. Nor do they say whether UPSIDE would bid on revised terms. Its stated willingness to review another process carries no obligation and no disclosed valuation.

The broader financing context offers little comfort. Green Queen reports that investment in cultivated meat companies fell by almost half during 2025, the fourth consecutive annual decline. The publication links that contraction to closures and changes in strategy across the sector. That trend does not determine Wilson’s value, but it narrows the pool of firms able to fund a large purchase, settle technical rights and absorb commissioning costs.

CONCLUSION

AgFunderNews says prospective buyers must sign a non-disclosure agreement before receiving the investor package for Believer’s intellectual property. The decisive test is now whether any party can join those protected technical rights with the North Carolina assets on terms acceptable to two insolvency processes and their creditors.