Drivetrain, LLC

Near Intelligence Pte Ltd, incorporated in Singapore in February 2020, was part of a data intelligence group whose other members were Delaware companies headquartered in California. On 8 December 2023 the four group companies filed for relief under Chapter 11 of the United States Bankruptcy Code, and the Delaware bankruptcy court approved a sale of substantially all their assets and then, in March 2024, confirmed a combined disclosure statement and plan. A litigation trust was set up with Drivetrain, LLC as trustee; the plan terminated the companies' directors and gave Drivetrain the powers of a board, and a July 2025 order authorised it to act as foreign representative abroad. The sale contemplated a transfer of the Singapore company's shares in its Indian subsidiary to the purchaser, which had not happened, allegedly because the Indian subsidiary's directors would not cooperate, and Drivetrain had begun proceedings in India.

In Originating Application No 797 of 2025, Drivetrain applied under s 252 and the Third Schedule of the IRDA for recognition of the US proceedings as foreign non-main proceedings, recognition of itself as foreign representative, recognition and enforcement of the confirmation order and plan, and an order entrusting it with the company's Singapore assets. The court required notice to all creditors and directors and further evidence on the company's centre of main interests (COMI) and on Drivetrain's purpose; no one responded to the notice.

1. Whether the court had jurisdiction under Art 4(2) of the Model Law when the company no longer had assets in Singapore.
2. Whether the US proceedings should be recognised, and whether as foreign main or non-main proceedings given where the company's COMI lay.
3. Whether the US confirmation order and plan should be recognised and enforced in Singapore.
4. Whether Drivetrain should be permitted to withdraw its request to be entrusted with the company's Singapore assets.

The court said applicants should explain clearly why recognition is sought, since that bears on the public policy exception. Drivetrain's purpose, clarified at the hearing, was to align Singapore with the US orders, because the directors still listed in Singapore would otherwise appear to retain authority. The material on the Indian proceedings proved largely beside the point, and nothing engaged the public policy exception.

The Indian shares were located in India, where the subsidiary was incorporated and its register kept, and Drivetrain confirmed the company now had no Singapore assets. Jurisdiction nonetheless existed because the company had carried on business in Singapore until the US filing, and because Singapore was the appropriate forum to clarify who controlled the company.

Chapter 11 proceedings qualify as foreign proceedings, Drivetrain was a foreign representative and the procedural requirements were met. The registered office presumption placed the COMI in Singapore: until recently the company had Singapore bank accounts, an office, employees and many Singapore contracts, and no other jurisdiction had a stronger connection. With the COMI in Singapore and an establishment in the US, the proceedings were recognised as non-main.

Following earlier Singapore decisions recognising US Chapter 11 plans, the court found the US process had observed due process and protected creditors, satisfying Art 22(1), and recognition would aid fair administration. As there was no Singapore property, the entrustment order was unnecessary; recognition of the confirmation order still gave Drivetrain authority, as far as Singapore was concerned, to deal with the Indian shares.

The High Court allowed the application in part: it recognised the US proceedings as foreign non-main proceedings, recognised Drivetrain as the company's foreign representative, and recognised and enforced the confirmation order, the combined disclosure statement and plan and the notice of effective date in Singapore, while granting Drivetrain permission to withdraw the request to be entrusted with the company's Singapore assets.