Offer Space, LLC, 629 B.R. 299

Offer Space, LLC (Utah LLC formed 2015) sold its primary operational asset—proprietary software—in Aug. 2020 for 6,290,170 shares of Thoughtful Brands, Inc.; thereafter it began winding down due to legal claims and chargebacks.
Debtor filed Chapter 11 and elected Subchapter V on Dec. 30, 2020; petition-date assets included bank account, accounts receivable, a lawsuit claim against Nutra Now, and the Thoughtful Brands stock.
Schedules list total liabilities of $3,470,089.57 and scheduled assets of roughly $392,625 (excluding potential preference claims).
Debtor had no employees and did not intend to resume prior operations; it intended to liquidate the stock and other assets to pay creditors.
The U.S. Trustee objected under Fed. R. Bankr. P. 1020, arguing the debtor was ineligible for Subchapter V because it was not an operating business on the petition date; parties submitted stipulated facts and the court held hearings.
The central legal question: whether a debtor must be currently operational (i.e., conducting business operations) on the petition date to qualify as a "debtor engaged in commercial or business activities" under 11 U.S.C. § 1182(1)(A).

Issue	U.S. Trustee's Argument	Debtor's Argument	Held
Whether Subchapter V requires a debtor to be presently "engaged in commercial or business activities"	"Engaged in" requires current operations; Offer Space had ceased operations and merely intends liquidation, so it is ineligible	"Engaged in" is broader than "operations"; winding down, managing assets, pursuing claims, and taking steps to pay creditors are commercial activities	Court: "engaged in" is contemporaneous but encompasses a broad range of commercial activities; Offer Space met the standard by its petition-date activities, so eligible
Whether mere participation in bankruptcy process satisfies "engaged in commercial or business activities"	N/A (UST argued such filing should not manufacture eligibility)	At least implied: filing plus bankruptcy activity could show engagement	Court: Mere engagement in bankruptcy process alone is insufficient; there must be other commercial/business activities (which existed here)

Ransom v. FIA Card Servs., N.A., 562 U.S. 61 (statutory interpretation principles govern Bankruptcy Code construction)
In re Woods, 743 F.3d 689 (10th Cir.) (Bankruptcy Code construed liberally for debtors and statutory interpretation starts with text)
In re Taylor, 737 F.3d 670 (10th Cir.) (statutory construction framework)
In re Morreale, 959 F.3d 1002 (10th Cir.) (give undefined statutory terms ordinary meaning in context)
Land Bank of Columbia v. In re Watford, 898 F.2d 1525 (11th Cir.) (endorses totality-of-circumstances inquiry)
In re Thurmon, 625 B.R. 417 (Bankr. W.D. Mo.) (contrasting decision finding fully wound-down businesses ineligible)
In re Ellingsworth Residential Cmty. Ass'n, 619 B.R. 519 (Bankr. M.D. Fla.) (reads "activities" broadly to allow eligibility despite limited operations)