💥New Chapter 11 Bankruptcy Filing - Flipcause Inc.💥

Charity-serving SaaS platform gets shanked by state of CA (and Stripe).

On December 19, 2025, Oakland, CA-based Flipcause Inc. (the “debtor”) filed a chapter 11 bankruptcy case in the District of Delaware (Judge Horan); the debtor provides a subscription-based software-as-a-service platform to bridge non-profits to donors, powering fundraising, payment processing, and administrative functions in exchange for a monthly/annual subscription fee and a cut of donations and/or event ticket sales. In practice, that means that Flipcause may very well be the purveyor of websites you’ve visited, online ticketing and registration tools you’ve used, and more. You can go on the docket and see a long list of non-profits that’ve deployed the platform. Per the pithy 16-page declaration of Executive Chairman, Emerson Ravyn, “Flipcause’s business model is designed to allow nonprofit clients to access fundraising and payment infrastructure without directly contracting with payment processors or managing the associated compliance and operational requirements.”

Which introduces a problem area. On December 4, 2025, the debtor’s third-party payment processor, Stripe Inc. (“Stripe”),* informed the debtor that it was terminating business with the debtor, placing a hold on 100% of the debtor’s credit reserves in the process. You can imagine how much of a wrench this threw into the debtor’s biz.

But that was just the effect. The cause was a November ‘25 administrative cease and desist order by the California Attorney General (the “CAG”) that, the debtor would argue, stems from the CAG’s mistaken characterization that Flipcause was operating a “charitable fundraising platform” in violation of California Government Code Section 12599.9 (and related provisions). And by “would” we mean “does” because there’s a pending appeal of the order as we speak. Still, the order kiboshed the debtor’s ability to do business in its home state of California and led to Stripe’s termination.

The timing of all of this couldn’t have sucked more. The debtor had been in the midst of a multi-year marketing and sale process. You get the clear sense from Mr. Ravyn that long-time supporters of the debtor clamored big time for a liquidity event. The Ravyn declaration highlights that the debtor had $10mm+ of gross revenue by the end of ‘22 and used that as the wind in its sails; it also notes that the plan was to pursue a transaction that would be consummated by the beginning of ‘24. Why such a gap? Per Mr. Ravyn:

“This timing was selected to align with prevailing market conditions, the Company’s revenue scale, and the belief that a timely transaction would allow for the resolution of negative working capital dynamics while positioning the business for its next phase of expansion.”

Mr. Ravyn hired an investment banker in early ‘23 — LOL who the f*ck was the banker willing to engage in year+-long sale process here? Charity, indeed! — and, for a hot minute, things looked promising: the debtor received a “credible letter of intent”! To give negotiations a chance, the debtor “…engaged in advisor-led financing transactions that were structured with the expectation that a strategic transaction would occur within a reasonable time frame.”

But market conditions for SaaS/fintech companies begged to differ and a transaction remained elusive (again, who the eff was the banker for all of this time?!). This part made us want to pour out a stiff one for said bankers (and backers):

“Efforts to close a transaction continued through November 2025. During this period, the Debtor continued operating the platform in the ordinary course with the objective of preserving enterprise value and maintaining continuity for clients and stakeholders. By late October 2025, it became clear that the anticipated transaction would not come to fruition within a time frame sufficient to address the Debtor’s liquidity and operational needs. In the absence of a transaction, and in light of ongoing market pullback and cash flow compression, the Debtor determined that continued reliance on a non-binding transaction process was no longer appropriate. At that point, management promptly shifted to preparing a court-supervised restructuring process in order to stabilize operations, preserve the value of the Debtor’s assets, and ensure an orderly and transparent resolution for creditors and other stakeholders.”

The CAG and Stripe apparently just gave the debtor that ol’ extra push.

So here we are. There’s a bid procedures motion already on file (but no stalking horse).** There’s also a cash collateral motion on file: the debtor indicates that there may be $1.225mm in secured debt, subject to potential perfection issues;*** it does not, however, indicate that there is consent (arguing, instead, that any secured lender has a sufficient equity cushion, citing the value of the debtor’s property at no less than $16mm, inclusive of amounts being held prisoner by Stripe).****

A first day hearing is scheduled for tomorrow, December 22, 2025 at 2:45 pm ET.

The debtor is represented by Gellert Seitz Busenkell & Brown LLC (Ronald Gellert, Margaret Manning, Denisse Guevara) as legal counsel and SC&H Group Inc. (Matt LoCascio) as investment banker.

*Fyi, Stripe is also the payment processor of choice for Substack Inc., the tech that powers PETITION.

**The motion bakes in a 3% break-up fee and a $75k expense reimbursement. As for timelines, there’s a 2/4/26 stalking horse deadline, a 2/25/26 bid deadline, and a proposed 3/3/26 auction date.

***The debtor identifies Grand Avenue Investment LP – Series 14B as having perfected $600k while there are two others UCC-1s on file that do not identify the lenders. The debtor indicates that these could be attributable to Landscape Holdings LLC and Right Side Capital Management LLC.

****Speaking of Stripe, the debtor also filed a motion directed at Stripe, the gist of which is “f*ck you, pay me,” demanding that Stripe release funds owed the debtor prior to Stripe’s reserve termination date of February 28, 2026.

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Company Professionals:

• Legal: Gellert Seitz Busenkell & Brown LLC (Ronald Gellert, Margaret Manning, Denisse Guevara)

• Investment Banker: SC&H Group Inc. (Matt LoCascio)

• Claims Agent: Epiq (Click here for free docket access)

Other Parties in Interest: