The chatbot app Disney chose not to buy now has a bidder. Character Technologies Inc., the bankrupt company behind Character.ai, has named Smirks and Pangs Acquisition LLC as the lead bidder for every asset outside Disney's $20 million license, at $10 million in cash plus the assumption of certain liabilities, according to a notice filed on Saturday, November 14, 2026, in the US Bankruptcy Court for the District of Delaware. The schedule filed with Docket No. 164 lists the Character.ai website and apps, all AI models and weights, users' account information and chat content, advertising and analytics data, the brand, nine patents and the accounts the company uses to earn money from third-party ads. Objections are due by 9 p.m. Eastern on Wednesday, November 18. The notice does not say who owns Smirks and Pangs, which was formed in Delaware on November 13, the day before it was selected, according to the state's Division of Corporations.
In Short
Character.ai, which is selling its assets in bankruptcy, has picked a company called Smirks and Pangs Acquisition LLC, set up in Delaware the day before, to pay $10 million for its app, its AI models, its brand and the data of its users, including their chats and advertising data. That is the part of the business Disney left out of its own $20 million deal, and the part state attorneys general have tried to protect, because it holds people's conversations along with records of their consents, ad opt-outs and age checks. The $10 million offer becomes the price others must beat at the December 1 auction, and under the bidding rules the choice is approved without a hearing if nobody objects by November 18.
What the company filed
The filing runs to nine pages: a three-page notice and two exhibits. Exhibit A is a "Schedule of Purchased Assets." Exhibit B lists 55 contracts the buyer would take over. The notice is signed by Heather P. Lambert of Wilson Sonsini Goodrich & Rosati, with Erin R. Fay and Shane M. Reil, as "Counsel to the Debtor and Debtor in Possession." Earlier notices in the case described the firm as proposed counsel. The court approved its retention on November 13, according to the docket.
The notice traces the designation back through three earlier filings. On November 4, the court entered the bidding procedures order, Docket No. 106, which approved Disney Worldwide Services, Inc. as stalking horse purchaser for what the filings call the Disney Target Assets and authorized the company "to Designate Additional Stalking Horse Purchasers for the Assets." On November 5, the company filed a form asset purchase agreement for everything else, Docket No. 136. Then, on November 14, "in consultation with the Consultation Parties, the Debtor selected Smirks and Pangs Acquisition LLC to act as the Additional Stalking Horse Purchaser for the Assets other than the Disney Target Assets set forth on Exhibit A," according to the notice.
Four disclosures follow, made under paragraph 4 of the bidding procedures order. The price: "The proposed aggregate consideration for the Supplemental Stalking Horse Assets consists of the cash purchase price of $10,000,000, plus the assumption of certain specified liabilities, including cure costs for any assumed executory contracts." The buyer's ties to the company: Smirks and Pangs "does not have any connection to the Debtor other than those that arise from the Additional Stalking Horse Agreement." The contracts, listed in Exhibit B. And the bid protection, a "Termination Payment (as defined in the Additional Stalking Horse Agreement) of three and a half percent (3.5%) of the Consideration, or $350,000."
The agreement itself was not filed with the notice. "The Debtor will file the Additional Stalking Horse Agreement and a blackline to the Proposed Purchase Agreement as soon as practicable," the notice says, and both sides "reserve all of their respective rights to amend, modify, change, revise or otherwise alter in any respect" its terms. The docket showed no such filing by the morning of November 15.
A buyer formed the day before
Smirks and Pangs Acquisition LLC is one day older than its designation. According to the Delaware Division of Corporations, the company was formed on November 13, 2026, as a domestic Delaware limited liability company under file number 10840241. Its registered agent is United Corporate Services, Inc., at 800 North State Street, Suite 304, in Dover, Kent County.
That is the full extent of the public record. The state's entity details list no members, managers or parent company, and the bankruptcy notice adds only that the buyer has no connection to Character Technologies other than the agreement itself. A newly formed limited liability company bidding in a bankruptcy sale is often a vehicle set up for the transaction by an existing investor or business, but neither the court filing nor the state record says whether that is so here, or who is behind it.
The timing lines up with the court calendar. The company was formed on the day the US Trustee objected to Houlihan Lokey's fee and the court approved four of the debtor's professional retentions, and one day before the November 14 deadline for naming an additional stalking horse.
The deal at a glance
| Term | Detail | Source |
|---|---|---|
| Buyer | Smirks and Pangs Acquisition LLC | Notice |
| Role | Additional Stalking Horse Purchaser for Assets other than the Disney Target Assets | Notice |
| Date selected | November 14, 2026 | Notice |
| Cash purchase price | $10,000,000 | Notice |
| Other consideration | "Assumption of certain specified liabilities, including cure costs for any assumed executory contracts" | Notice |
| Contracts to be assumed and assigned | 55 | Exhibit B |
| Cure costs listed | $2,684,462 across seven contracts | PPC Land calculation from Exhibit B |
| Bid protection | Termination Payment of 3.5% of the Consideration, or $350,000 | Notice |
| Connections to the company | None other than those arising from the agreement | Notice |
| Buyer formed | November 13, 2026, as a Delaware limited liability company, file number 10840241 | Delaware Division of Corporations |
| Objection deadline | November 18, 2026, 9:00 p.m. ET | Notice |
| Agreement and blackline | To be filed "as soon as practicable" | Notice |
Set beside Disney's deal, the two halves of the estate look like this.
| Disney Worldwide Services, Inc. | Smirks and Pangs Acquisition LLC | |
|---|---|---|
| What it gets | Perpetual, worldwide, non-exclusive license to code in named areas and nine patents | Ownership of the platform, models, user data, brand, patents, domains and accounts |
| Cash price | $20 million | $10 million |
| Bid protection | $700,000 break-up fee (3.5%) | $350,000 Termination Payment (3.5%) |
| Minimum rival bid | $21.7 million | Not stated in the notice |
| Personal data | Excluded | Included |
| Staff | Hired roughly 65 employees, budgeting about $180 million over three years | Not stated |
Disney terms as reported by PPC Land from the sale motion and its exhibits in October; Smirks and Pangs terms from Docket No. 164.
What the $10 million buys
Exhibit A sorts the assets under six headings, then adds a line that reads "Permits: None." The table summarizes it; the sections below quote the parts that define what moves.
| Heading | Item | What the schedule lists |
|---|---|---|
| Products | Consumer platform | The Character.AI website, web application and iOS and Android apps |
| Purchased Technology | Models and Weights | All AI models, trained or untrained, finished and unfinished |
| Transferred Data | Product Data | Account and profile information, user-created characters, chat content, advertising and analytics data, training datasets |
| Transferred Data | Data and Compliance Records | Consents, opt-outs, privacy preferences, age-assurance status, data-subject requests |
| Third-Party Platform Accounts | Developer Accounts and App Store Listings | Developer accounts, listings, ratings and reviews, "to the extent transferable" |
| Third-Party Platform Accounts | Social Media | Seven accounts: Facebook, Instagram, TikTok, X, YouTube, Discord, Reddit |
| Third-Party Platform Accounts | Ad Monetization Assets | Accounts, identifiers, configurations, integrations and data used to show third-party ads |
| Third-Party Platform Accounts | Other Apps | Google Cloud, Google Play, Apple, Stripe Apple and Stripe accounts |
| Third-Party Platform Accounts | Platform Software | Listed with no description |
| Purchased Intellectual Property | Trademarks | Four marks, nine US serial numbers, one Korean serial number |
| Purchased Intellectual Property | Patents | Nine entries: four issued, three pending, two not yet published |
| Purchased Intellectual Property | Domains | Nine, including character.ai and c.ai |
| Purchased Intellectual Property | Technology IP | "Intellectual Property rights owned by Sellers in the Purchased Technology" |
| Purchased Contracts | Contracts | See Exhibit B (55 contracts) |
The users and their data
The product is described in one sentence: "The Character.AI consumer platform and all related consumer products and services, including the website and web application at character.ai, the iOS and Android applications."
The data goes with it. Under Product Data, the schedule lists "All end-user account and profile information, user-created characters, chat content and related data, advertising and analytics data, training datasets and unprocessed data."
A second item, Data and Compliance Records, covers "All records reasonably necessary to identify or administer the permissions, restrictions and status applicable to data included in the Purchased Assets, including records of user and parental consents, notices, withdrawals of consent, sale and targeted-advertising opt-outs, other privacy preferences, age-assurance status and data-subject access/deletion/correction requests, in each case to the extent owned by Seller and transferable under applicable Law."
That record set is the paperwork behind the platform's privacy and safety commitments. It includes the results of age assurance checks and the opt-out choices users made about targeted advertising. The schedule transfers the records. It does not say whether the buyer must honor them.
The scale is large. The company's first-day papers put the number of current and past users at about 163 million, as PPC Land reported when Character.ai said its 163 million users were not bankruptcy creditors. The chief executive's declaration counted about 12 million monthly active users. At $10 million, the cash price works out to about six cents per current or past user, or about 83 cents per monthly active user, by PPC Land's calculation.
The models
Under Models and Weights, the buyer would take "All AI models whether trained or untrained (including any machine learning, deep learning, generative or other artificial intelligence model, algorithm or system), including weights, parameters, and structure or architecture, finished and unfinished."
This is the material Disney's license left behind. Disney receives a non-exclusive license to the code behind the chatbot's training, safety and serving systems, but its license excluded "training data or any Finished Models, including each user-selectable conversational model or chat style," along with the app, the trademarks and the user data, as PPC Land reported when Disney budgeted $180m for Character.ai staff and $20m for the bankrupt company. The Smirks and Pangs schedule picks up each of those exclusions.
Advertising, app stores and social accounts
One item matters directly to ad sellers and buyers. Ad Monetization Assets are defined as "All accounts, identifiers, configurations, integrations and data used to display third-party advertising to end users within the Products and to earn revenue therefrom, including all accounts with ad platforms and ad networks that compensate Seller for such advertising."
Character.ai built that business recently. In-app advertising launched in mid-2025, and ad revenue reached about $2.5 million in August 2026, close to half of monthly revenue, as PPC Land reported when Character.ai disclosed $8 million in monthly losses despite $2.5 million in monthly ad sales. Its ads.txt file listed 44 authorized seller lines, including a direct Google publisher account, according to PPC Land's report on the day of the filing that Character.ai faced a wind-down as Disney's $20m bid licensed its IP, not the app. On those figures, the $10 million price equals four months of August's advertising revenue, by PPC Land's calculation.
The rest of the distribution machinery follows. "All developer accounts, app store listings, ratings and reviews related to the Products (to the extent transferable)" are on the list, as are "Seller's Google Cloud, Google Play, Apple, Stripe Apple, and Stripe accounts, including all projects, data, records and domains related thereto." So are seven social accounts: Facebook (facebook.com/CharacterAI), Instagram (@characterai), TikTok (@characterai), X (@character_ai), a YouTube channel identified by its channel ID, Discord (discord.gg/character.ai) and Reddit (r/characterai).
Brand, patents and domains
The trademarks come with "all registrations, applications and goodwill."
| Mark | Jurisdiction | Serial numbers |
|---|---|---|
| CHARACTER.AI | United States | 97504223, 97504224 |
| CHARACTER | United States | 97504226, 97504227 |
| C.AI | United States | 98036422, 98036424, 98320020 |
| CHARACTER | Korea | 1714964 |
The patent schedule matches the nine-entry list in Disney's license as PPC Land described it in October: four issued US patents, three pending applications and two not yet published. All are owned by Character Technologies Inc.
| Title | Application no. | Filed | Patent no. | Issued | Status |
|---|---|---|---|---|---|
| Utilizing meta agents to modify the behavior of large language model-based agents | 19/193,627 | April 29, 2025 | - | - | Not yet published |
| Audio turn understanding system | 19/200,200 | May 6, 2025 | - | - | Pending |
| Audio turn understanding system | 18/900,278 | September 27, 2024 | 12,322,384 | June 3, 2025 | Issued |
| Character turn summaries | 19/368,795 | October 24, 2025 | - | - | Pending |
| Character turn summaries | 19/084,517 | March 19, 2025 | 12,481,835 | November 25, 2025 | Issued |
| Retraining a large language model | 19/688,207 | May 26, 2026 | - | - | Not yet published |
| Optimizing key value cache for large language model inference | 19/671,754 | May 8, 2026 | - | - | Pending |
| Retraining a large language model | 19/208,332 | May 14, 2025 | 12,664,375 | June 23, 2026 | Issued |
| Optimizing key value cache for large language model inference | 19/191,984 | April 28, 2025 | 12,682,211 | July 14, 2026 | Issued |
Ownership and license would therefore split. Smirks and Pangs would own the patents, while Disney holds a perpetual, non-exclusive license to the same nine, drafted to survive a later change of control. The form agreement filed on November 5 transfers intellectual property subject to licenses already granted, as PPC Land reported when the Character.ai sale contract omitted 40 attorneys general's user data conditions.
Nine domains complete the list: character.ai, characterai.io, charactertech.io, characterai.dev, c.ai, slonk.io, chattychatbots.com, withc.ai and withcharacter.ai.
The 55 contracts
Exhibit B names 55 counterparties, their contract types and a cure cost for each. Cure costs are the sums needed to bring a contract current before it can be assigned. Forty-eight rows show a dash. Seven carry a figure.
| Counterparty | Contract type | Cure cost |
|---|---|---|
| DigitalOcean, LLC | Compute Agreement | $2,646,136 |
| AppsFlyer Inc. | Software Agreement | $16,401 |
| Hex Technologies Inc. | Software Agreement | $15,746 |
| Confluent, Inc. | Software Agreement | $4,251 |
| Amazon Web Services, Inc. | Cloud Computing Services Agreement | $827 |
| ThroughLine Limited | Contractor / Consulting Agreement | $718 |
| Lilt, Inc. | Translation Services Agreement | $383 |
| Total | $2,684,462 |
Total and ranking are PPC Land calculations from Exhibit B.
DigitalOcean accounts for 98.6% of the total, by PPC Land's calculation. The petition's list of the 20 largest unsecured creditors had shown DigitalOcean with a $1,953,100 trade payable, as PPC Land reported in October; the exhibit does not explain why its cure figure is higher. Under the form agreement, the purchaser pays cure costs, and the notice counts them as part of the consideration. Cash plus listed cure costs comes to $12,684,462, by PPC Land's calculation, before any other assumed liabilities.
The contract types sketch how the service runs. Twenty-eight of the 55 are labeled "Software Agreement." Compute comes from DigitalOcean and Nebius B.V. under compute agreements, and from Amazon Web Services under a cloud computing agreement. OpenAI OpCo, LLC appears under an "A.I. Services Agreement"; Eleven Labs, Cartesia AI, fal, Replicate, WaveSpeedAI, LiveKit, Anyscale and Weights and Biases also appear, and LTX Inc., which does business as Lightricks, holds a license agreement.
Marketing technology is well represented. AppLovin Corporation holds a services agreement and Moloco, Inc. a software agreement, both mobile advertising companies. AppsFlyer, the mobile measurement partner in which Google, Meta, Moloco and Unity bought stakes at a $2.7 billion valuation in June, carries the second-largest cure cost. Amplitude holds a "User Analytics Agreement." Braze, Statsig, GrowthBook, Funnel, RevenueCat, SendGrid and SurveyMonkey round out the analytics, messaging, subscription and testing stack.
Safety and compliance vendors are on the list too. Persona Identities, Inc. holds a "User Verification Agreement," Koko AI, Inc. a "Trust and Safety Services and Software Agreement," HackerOne an "IT Safety Services Agreement" and the Internet Watch Foundation a software agreement. Kidentify Pte. Ltd., which trades as k-ID, ThroughLine Limited and Receptiviti hold consulting agreements, and VeraSafe a master services agreement. The exhibit gives contract types only and does not describe what each vendor does.
Google does not appear in Exhibit B. Google LLC was the largest unsecured creditor on the petition, with a trade payable of $4,148,944, as PPC Land reported in October. The Google Cloud and Google Play accounts move as assets under Exhibit A; no Google contract is listed for assumption. Nor are the other ad sellers PPC Land identified in the company's ads.txt file in October, among them PubMatic, OpenX, InMobi, Teads, Outbrain and Yandex. The ad network accounts fall instead under the general "Ad Monetization Assets" wording.
How the designation works
According to the notice and the bidding procedures, the designation moves through eight steps.
- Order entered. On November 4, 2026, the court entered the bidding procedures order (Docket No. 106), approving Disney as stalking horse for the Disney Target Assets and allowing the company to designate additional stalking horse purchasers for other assets.
- Form filed. On November 5, the company filed a form asset purchase agreement for assets other than the Disney Target Assets (Docket No. 136).
- Buyer selected. On November 14, "in consultation with the Consultation Parties," the company selected Smirks and Pangs Acquisition LLC.
- Disclosures made. The notice discloses the consideration, the buyer's connections, the contracts to be assumed and the bid protections under paragraph 4 of the order.
- Agreement to follow. The company will file the agreement and a blackline against the form "as soon as practicable."
- Objections due. Any party in interest may object by November 18, 2026, at 9:00 p.m. ET. Any such objection "must be (i) in writing; (ii) comply with the Bankruptcy Code, Bankruptcy Rules, and Local Rules; (iii) state with specificity, the legal and factual bases thereof; and (iv) be filed with the Court and served on the Objection Notice Parties" by that deadline.
- Hearing only if contested. Under the order as submitted on November 3, an objection leads the company to request a hearing "on an emergency basis." If none is filed, "the designation of the Additional Stalking Horse Purchaser shall be deemed approved without further notice or a hearing," as PPC Land reported when the judge said he would overrule 40 states' objections to the sale rules.
- Auction and sale. Bids are due at noon on November 24, the auction is set for 10 a.m. on December 1 and the sale hearing for December 3 and 4. The form agreement lets either side terminate if the deal has not closed by December 17, 2026.
The window is short. Objections are due four days after the designation, by PPC Land's count, and the notice sets that deadline without attaching the agreement it concerns.
What changed from the form contract
The November 5 form left nearly every commercial term blank. The designation fills in some of them.
| Term | Form agreement (Docket No. 136, November 5) | Designation (Docket No. 164, November 14) |
|---|---|---|
| Buyer | Blank | Smirks and Pangs Acquisition LLC |
| Purchase price | Blank | $10,000,000 cash plus assumed liabilities, including cure costs |
| Schedule of purchased assets | Exhibit A cover page only | Filled in across six headings |
| Contracts | Chosen by the purchaser, which pays cure costs | 55 listed; $2,684,462 in cure costs (PPC Land calculation) |
| Bid protection wording | "a break-up fee and expense reimbursement collectively capped at three and a half percent (3.5%) of the Consideration" | "a Termination Payment (as defined in the Additional Stalking Horse Agreement) of three and a half percent (3.5%) of the Consideration, or $350,000" |
| Full agreement | 48-page form | Not yet filed |
The protection has changed in form. The draft offered a capped break-up fee and expense reimbursement, payable only if the buyer lost at auction and a rival deal closed with court approval. The notice describes a single Termination Payment whose definition sits in an agreement no one outside the deal has seen yet. Whether the payment is triggered the same way will be clear only from the blackline.
The company also explains why it thinks the payment can be approved as an administrative expense under section 503(b) of the Bankruptcy Code: "(a) the Bid Protections were necessary to induce the Additional Stalking Horse Purchaser to agree to have its bid serve as the Additional Stalking Horse Purchaser; and (b) the minimum purchase price on clear terms and conditions reflected in the Additional Stalking Horse Agreement will facilitate a competitive process and provide bidders a framework for the submission of competitive bids."
The form also required the buyer to make national security representations: that it is not a foreign person for purposes of review by the Committee on Foreign Investment in the United States, has no foreign access arrangements covering sensitive personal data, and is not a "covered person" under the federal bulk data rule. The notice does not say whether those representations survive in the signed version.
The privacy question the notice leaves open
Disney's deal was drafted to stay away from personal data. A footnote added to the sale notice in October said the Disney Target Assets exclude personally identifiable information. The Smirks and Pangs schedule does the opposite: it is built around the data.
That brings the sale into the territory the states have been contesting since the first week of the case. On October 14, attorneys general from 39 states and the District of Columbia set out nine conditions for any buyer, as PPC Land reported when Character.ai faced 40 attorneys general over who could buy its users' chats. Among them were honoring account-level advertising opt-outs, limits on training and advertising on chat content without consent, and "allowing all consumers the opportunity to delete their data prior to any sale of that data." On October 29, the same coalition said a consumer privacy ombudsman was necessary if user data were sold, as PPC Land reported when 39 states and DC said Character.ai user data needed a privacy ombudsman.
On November 12, the company filed competing proposed orders directing the US Trustee to appoint an ombudsman under section 332(a) of the Bankruptcy Code, Docket No. 148, according to the docket. The Smirks and Pangs notice does not mention the ombudsman, the company's privacy policy, minors or the states' conditions. Its only privacy language sits inside the asset schedule, where the consent and opt-out records are listed as property that changes hands "to the extent owned by Seller and transferable under applicable Law."
Two stalking horses, one estate
With both bids in place, the headline prices add up to $30 million, and the two bid protections to $1.05 million, by PPC Land's calculation. The protections are set at the same 3.5% rate.
The second bid also moves the banker's fee. Under the engagement terms described in the US Trustee's November 13 objection, sales of other assets are added to Disney's price when calculating Houlihan Lokey's Transaction Fee, which is a flat $1.75 million on up to $25 million and 3.0% above that. At $30 million, the fee would rise to $1.9 million, or $150,000 more than on the Disney deal alone, by PPC Land's calculation. Judge Brendan L. Shannon is scheduled to hear the retention, and the objection, on November 17, as PPC Land reported when Character.ai's banker faced objection to a $2.05m fee on the $20m Disney sale.
The overbid rules for this half of the estate are not spelled out in the notice. For Disney's assets, a rival must offer at least $21.7 million, a floor the company kept despite objections from 32 states. The notice gives no equivalent figure for the Smirks and Pangs assets.
The buyer pool was thin before. An earlier sale effort reached about 28 potential parties and produced one proposal the company deemed unworkable, as PPC Land reported when Character.ai drew one unusable offer from 28 potential buyers.
Why this matters for the marketing community
Character.ai is one of the clearest cases of a consumer AI chat app built on open-web advertising: an ads.txt file, a direct Google account, programmatic resellers and, by August 2026, about $2.5 million a month in ad revenue. Until November 14, the filings left open whether that inventory would survive the bankruptcy at all, since the company said the platform would be wound down if no buyer kept it running. A designated bidder for the app, its ad accounts and its user data changes that question, even if the notice does not say what Smirks and Pangs plans to do with the platform.
The price is a data point in its own right. A platform that counted about 12 million monthly active users and a licensing deal with Google in 2024 draws an opening bid of $10 million for the product, the data, the brand and the models. Bankruptcy data sales have produced similar headline numbers before. In August, Google paid $10 million for Spirit Airlines' deidentified corporate data, with every customer-facing data set marked "Not Included," as PPC Land reported when Google won bankrupt Spirit Airlines data for $10 million. The Character.ai schedule goes the other way and includes account information, chats and advertising data.
For ad tech and measurement vendors, the list of assumed contracts reads like a supply chain. AppLovin, Moloco, AppsFlyer, Amplitude and Braze would move to a new counterparty if the sale closes. Whether ad platforms and app stores allow the accounts themselves to change hands depends on their own terms, which the notice does not address. And the advertising data and opt-out records that travel with the platform are the same records the states want any buyer to honor.
What the notice does not say
It does not identify the owners, investors, managers or financing of Smirks and Pangs Acquisition LLC, which the Delaware registry does not name either, or say whether the buyer will keep the app running or hire staff. It does not define the "certain specified liabilities" beyond cure costs, give a deposit or a minimum overbid for these assets, say whether the Consultation Parties support the choice, or describe the "Platform Software" item.
Key facts
- Document: Notice of Designation of Additional Stalking Horse Purchaser and Stalking Horse Supplement for Assets Other Than the Disney Target Assets
- Docket: Case No. 26-11603 (BLS), US Bankruptcy Court for the District of Delaware; Docket No. 164 (notice, 3 pages) and 164-1 (Exhibits A and B, 6 pages)
- Filed: November 14, 2026 (Saturday)
- References: Docket Nos. 15 (sale motion), 106 (bidding procedures order, entered November 4, 2026) and 136 (form asset purchase agreement, filed November 5, 2026)
- Debtor: Character Technologies, Inc. (taxpayer ID ending 8842), 700 El Camino Real, Suite 120, P.O. Box 1152, Menlo Park, CA 94025
- Counsel: Wilson Sonsini Goodrich & Rosati, P.C. (Erin R. Fay, Shane M. Reil, Heather P. Lambert)
- Buyer: Smirks and Pangs Acquisition LLC, Additional Stalking Horse Purchaser; Delaware limited liability company formed November 13, 2026, file number 10840241; registered agent United Corporate Services, Inc., Dover
- Price: $10,000,000 cash plus assumption of certain specified liabilities, including cure costs
- Bid protection: Termination Payment of 3.5% of the Consideration, $350,000
- Contracts: 55 to be assumed and assigned; listed cure costs total $2,684,462 (PPC Land calculation), of which DigitalOcean, LLC $2,646,136
- Assets: Character.AI website and iOS and Android apps; all AI models and weights; product data and compliance records; developer, app store, social, ad monetization, Google Cloud, Google Play, Apple and Stripe accounts; trademarks CHARACTER.AI, CHARACTER and C.AI; nine patent entries; nine domains
- Objection deadline: November 18, 2026, 9:00 p.m. ET
- Next dates: Houlihan Lokey retention hearing November 17; sale objections November 18 at 4 p.m.; bids November 24 at noon; auction December 1 at 10 a.m.; sale hearing December 3 and 4; form agreement outside date December 17, 2026
Timeline
- September 27, 2024: Character Technologies files the application that becomes US patent 12,322,384 ("Audio turn understanding system")
- Mid-2025: Character.ai launches in-app advertising
- August 2025: An earlier banker begins a sale effort that reaches about 28 parties
- June 2026: Google, Meta, Moloco and Unity buy stakes in AppsFlyer at a $2.7 billion valuation
- August 2026: Character.ai ad revenue reaches about $2.5 million for the month
- August 18, 2026: Google wins Spirit Airlines' deidentified data for $10 million
- October 12, 2026: Character Technologies files for Chapter 11 with Disney's $20 million license bid
- October 13, 2026: Sale motion exhibits show Disney's license excludes the app, user data, trademarks and finished models
- October 13, 2026: First-day motions put current and past users at about 163 million
- October 14, 2026: 39 states and DC set nine conditions for any buyer of user data
- October 27, 2026: Company reply keeps the $21.7 million floor for Disney rivals
- October 29, 2026: 39 states and DC say a consumer privacy ombudsman is necessary
- November 3, 2026: Revised order submitted; additional stalking horse objections set for November 18 at 9 p.m.
- November 4, 2026: Court enters the bidding procedures order, Docket No. 106
- November 5, 2026: Company files the form purchase agreement for non-Disney assets, Docket No. 136
- November 9, 2026: Sale notice runs in USA Today
- November 12, 2026: Company files competing proposed orders to appoint a consumer privacy ombudsman, Docket No. 148
- November 13, 2026: US Trustee objects to Houlihan Lokey's fee; court approves Wilson Sonsini's retention
- November 13, 2026: Smirks and Pangs Acquisition LLC formed in Delaware
- November 14, 2026: Smirks and Pangs Acquisition LLC named additional stalking horse at $10 million, Docket No. 164
- November 17, 2026: Hearing on Houlihan Lokey's retention
- November 18, 2026: Objections to the Smirks and Pangs designation due at 9 p.m. ET; sale objections due at 4 p.m.
- November 19, 2026: Meeting of creditors
- November 24, 2026: Bid deadline, noon
- December 1, 2026: Auction
- December 3-4, 2026: Sale hearing
- December 17, 2026: Outside date for closing under the form agreement
Related PPC Land coverage
- Character.ai faces wind-down as Disney's $20m bid licenses IP, not the app - the October 12 petition, the ads.txt file and the direct Google publisher account.
- Disney budgets $180m for Character.ai staff, $20m for the bankrupt company - what Disney's license covers and the app, data, models and brand it leaves out.
- Character.ai loses $8m a month despite $2.5m in monthly ad sales - the chief executive's declaration on revenue, users and losses.
- Character.ai says its 163 million users are not bankruptcy creditors - the first-day motions and the user count.
- Character.ai faces 40 attorneys general over who can buy its users' chats - the nine conditions the states set for any buyer.
- 39 states and DC say Character.ai user data needs a privacy ombudsman - the states' joinder to the US Trustee's objection.
- Character.ai keeps $21.7m bid floor for Disney rivals despite 32 states - the company's reply on bid protections and the floor.
- Judge to overrule 40 states' objections to Character.ai's Disney sale rules - the revised calendar and the no-hearing route for an additional stalking horse.
- Character.ai sale contract omits 40 attorneys general's user data conditions - the form agreement that the Smirks and Pangs deal will be marked against.
- Character.ai sale notice in USA Today leaves 9 days to object - the published sale notice and the auction dates.
- Character.ai's banker faces objection to $2.05m fee on $20m Disney sale - the US Trustee's challenge to Houlihan Lokey's fee terms.
- Character.ai drew one unusable offer from 28 potential buyers - the banker's account of the earlier sale effort.
- Character.ai faces creditors under oath on November 19, a day before bids - the creditors' meeting notice.
- Google wins bankrupt Spirit Airlines data for $10 million - a bankruptcy data sale with customer-facing data excluded.
- Google, Meta, Moloco, and Unity buy into AppsFlyer to keep measurement neutral - the measurement company with the second-largest cure cost on the list.
Summary
Who: Character Technologies, Inc., the debtor behind Character.ai, and Smirks and Pangs Acquisition LLC, a Delaware company formed on November 13, 2026, whose owners are not disclosed. Disney Worldwide Services, Inc. remains the stalking horse for a separate license. The 55 counterparties in Exhibit B include DigitalOcean, OpenAI, AppLovin, Moloco and AppsFlyer.
What: A notice naming Smirks and Pangs as additional stalking horse purchaser for every asset outside Disney's license: the Character.ai website and apps, all AI models and weights, user account data, chat content, advertising and analytics data, consent and opt-out records, the brand, nine patent entries, nine domains and the accounts used to earn ad revenue. The price is $10 million in cash plus assumed liabilities, including $2,684,462 in listed cure costs by PPC Land's count, with a $350,000 Termination Payment if the buyer is outbid.
When: Filed on Saturday, November 14, 2026. Objections are due by 9 p.m. Eastern on November 18, bids by noon on November 24, the auction is on December 1 and the sale hearing on December 3 and 4.
Where: The US Bankruptcy Court for the District of Delaware in Wilmington, case 26-11603 (BLS), Docket No. 164.
Why: The bidding procedures let the company set a floor price for the assets Disney did not want, and the designation does that for the part of the estate that holds the users and their data. It sets a $10 million benchmark for rival bids, puts the platform's ad accounts and advertising data on the path to a new owner, and leaves the states' privacy conditions and the ombudsman question to be settled before the December sale hearing.
Discussion