What Happened to Fund That Flip (Upright)? 89.82% of the Pre-Funding Note Fund Repaid, $1.1M of Bridge Notes Still Out

Fund That Flip in one paragraph

Fund That Flip lent short-term money to house flippers and builders and let accredited investors fund those loans. Its own Form D filings place it in New York from 2014 (a $5,000-minimum note offering first sold January 6, 2015) and in Cleveland by 2023. It had two investor products that matter here: Borrower Dependent Notes (BDNs), issued by FTF Lending, LLC and paid only if the specific borrower pays, and the Pre-Funding Note Fund, a 12-month note marketed with a $1,000 minimum (its Form D lists $5,000) that financed every new loan for a few weeks until the loan was sold to platform investors or to institutional buyers. A smaller Residential Bridge Note Fund and, from 2023, the Horizon Fund (a REIT-structured pool) sat alongside. The company announced on August 22, 2023 that it would rebrand as Upright, saying it had helped 1,589 developers fund more than 5,061 projects since 2014.

If you are a borrower looking for a lender, skip to the lending business today. If you hold notes, the next sections are the ones that decide your money.

What broke in 2024: a payment processor, not a loan book

On May 10, 2024 Upright posted that Synapse, its payment-processing partner, had taken ACH down and that it had decided “to temporarily halt any new investments into our offerings.” Upright said it had been working on a replacement since concerns surfaced in September 2023, but the new partner was not ready when Synapse's Chapter 11 (Central District of California bankruptcy court, No. 1:24-bk-10646, filed April 22, 2024) cut service.

The damage came in two layers. The cash: $13.7 million of Upright capital was caught in the Synapse system, $8.6 million raised in offerings and $5.1 million in investor wallets, held at AMG National Trust Bank. The bankruptcy trustee asked the banks to hold it; once the hold was lifted, wallet balances went back to investors' linked accounts on or around June 17, 2024. That part was resolved.

The structure was the lasting problem. Upright explained that without the platform it could not raise the just-in-time money its rehab loans needed for draws, so it sold loans instead: 253 at full par to one institutional buyer, who paid 80% of the unpaid balance at closing and the last 20% after diligence, and 292 performing BDN loans in total by July 26, 2024. That moved most BDN holders out at par, slowly. The PFNF, which held whatever was not sold, was left holding the hardest loans.

Headcount fell twice. Cleveland Scene reported that about 95 of 184 employees were laid off on November 29, 2023, before Synapse; by June 12, 2024 Upright told investors it had 43 full-time employees. In the same June update it said it had “not sold the company nor any of the Company's assets (other than loans which is a normal part of our business)”.

The Pre-Funding Note Fund payout ladder, 2024-2026

The PFNF is where most retail money is still waiting. Each PFNF series note is “a debt instrument, not equity investment” that funds a line of credit to FTF Lending; every series shares the same pool of first-lien loans pro rata, there is no secondary market, and the trustee under the indenture is Delaware Trust Company, which acts only after an event of default. Upright has paid the fund down in irregular distributions as loans repay or foreclosed homes sell.

Three things the ladder shows. First, the base is the $70,254,000 balance when the plan began: the first $13 million payment was 18.5042% of it, which is what $13,000,000 divided by $70,254,000 gives (our arithmetic). So 89.82% returned means about $63.1 million back and about $7.2 million still outstanding (our arithmetic). Second, the pace has collapsed: the five distributions from April to September 2026 total $2.85 million (our sum), against $4.2 million in a single payment in September 2024. Third, the remaining loans are the hard ones. In January 2026 Upright counted 6 performing and 52 non-performing loans, 23 of them REO; by September 2026 it was down to 26 loans, 14 of them REO, and wrote that “many of the remaining loans are working their way through court or legal proceedings.”

Is principal being lost? Upright has said yes, in part. On January 7, 2026 it wrote: “We unfortunately experienced some principal loss on the grouping of repaid loans this period.” Losses are first absorbed by a loss reserve built from the product's spread, $1.22 million in July 2024 and $1.08 million in January 2025. In September 2024 Upright published a scenario in which, if all $30 million of PFNF loans became non-performing and recovered 80%, “PFNF investors may expect to recover ~93% of initial principal.” That was a scenario, not a promise, and the company has stopped giving a completion date. Interest is a separate question: Upright has said it will pay interest to PFNF holders only after all principal is returned.

The Residential Bridge Note Fund, and the Form D that was never updated

The RBNF has the least public paper of any Fund That Flip product. Its only filing on EDGAR is a Form D dated April 9, 2020 (accession 0001808681-20-000002), filed on the same day as the PFNF's first Form D, by the same manager, FTF Fund Management, LLC, with an indefinite offering size, a $5,000 minimum and no sales yet. It was never amended. The PFNF's Form D, by contrast, was amended on March 5, 2024 to show $78,626,000 sold to 951 investors.

Upright's updates are the only record of how big RBNF became: a $500,000 distribution in September 2024 brought it to $2.06 million, and the balance has drifted down since.

The October 31, 2025 update gave $1.45 million after four loans repaid, and the December 5 update gave $1.64 million; we report both as posted. For RBNF holders the practical reading is the September 2026 sentence: the rest is mostly houses already taken back or about to be, so recovery depends on what those houses sell for, minus foreclosure and holding costs.

Every Fund That Flip offering on EDGAR

There is no Regulation A offering (no Form 1-A, 1-K or 1-U) and no Regulation Crowdfunding offering (Form C) by any Fund That Flip entity; we searched EDGAR's company index and full text. Everything was sold under Regulation D, mostly Rule 506(c) to accredited investors, and reported on Form D. A Form D's “amount sold” is cumulative since the first sale and counts reinvested money again, so it measures volume, not money at risk today.

Two details stand out. FTF Lending's notes went from $175,000,000 sold to 790 investors in October 2019 to $309,640,000 and 1,115 investors in March 2024, so roughly $135 million of note sales happened in those four and a half years (our arithmetic). And the 2024 amendments were the last filings by any of these entities: nothing has been filed since the Synapse failure. The Fund That Flip, Inc. filings also show the earliest platform: a $25 million note offering whose first sale was January 6, 2015, with $125,000 from 2 investors at the first filing and $3,600,000 from 51 a year later.

What an outside fund saw before Synapse

AlphaCentric Prime Meridian Income Fund, an SEC-registered fund, held bridge loans sourced through the Fund That Flip platform and listed them in its schedule of investments. At June 30, 2023 (Form NPORT-P exhibit, accession 0001145549-23-047482) it held 22 Fund That Flip positions with $862,624 of principal, carried at a fair value of $796,705, or 92.4% of principal (our sum and arithmetic). Fourteen of the 22, $523,624 of principal, were footnoted “(b) Past-due loan.” (our count). That is one fund's slice, eleven months before Synapse, but it shows that late loans were already common in the BDN book that PFNF backed.

Is there a lawsuit against Fund That Flip?

Not by investors, in the federal records we could read. CourtListener's federal index (district and bankruptcy courts, PACER data) has Fund That Flip, Inc. and FTF Lending, LLC as plaintiffs in foreclosure cases against borrower companies, for example in the Northern District of Illinois in 2018 (two suits against Renewd Homes, Inc., which then filed its own bankruptcy), a group of 2022 suits in Massachusetts against Boston-area property LLCs, and 2023 suits in the Middle District of Florida. FTF Lending also appears as a creditor in borrowers' bankruptcy cases, and in March 2026 a borrower filed an adversary proceeding against FTF Lending in the Western District of North Carolina bankruptcy court (No. 26-03013), which is open.

We found no securities, class or investor case naming Fund That Flip, Upright, FTF Lending, the Pre-Funding Note Fund or the Residential Bridge Note Fund as a defendant, and no SEC filing describing an enforcement action. Two limits: CourtListener's rate limit let us read the first 20 of 33 docket hits for “Fund That Flip” and the first 20 of 63 for “FTF Lending” on October 8, 2026, and that index does not cover state courts or arbitration, which we did not search and where a note dispute could be filed. The PFNF documents give holders a trustee to turn to if an event of default is declared; in June 2024 Upright said it was asking the law firm that drafted them “to help determine whether an event of default has occurred.”

The lending business today: Upright Lending, LLC

For borrowers, the lender did not disappear. upright.us now sends loan traffic to uprightlending.com, whose terms of service are those of Upright Lending, LLC, headquartered in Cleveland. Its January 2, 2026 announcement advertises rehab rates “starting in the 8s”, new construction “in the 9s”, loan-to-cost up to 92.5%, loan-to-after-repair-value up to 75%, 6-24 month terms, 7-10 day closings and 2-day draw reimbursements; DSCR rental loans go to 80% LTV with a DSCR as low as 0.75x. It says it has “over $2B in committed capital and more than $8B in total funded loans between Upright Lending and our partners”, a figure that, by its own wording, includes partners; in August 2024 Upright put its own total at “over $3 billion in loans originated to date.”

Who owns it now is not in any public filing we found. Third-party company databases (PitchBook) list an acquisition of Upright by Colchis Capital Management dated January 1, 2025; we found no SEC filing, court record or company statement confirming it, and Upright's investor updates through September 2026 are still signed “Matt and The Upright Team”, as the 2024 ones were signed by Matt Rodak as founder and CEO. Fund That Flip loans have long ended up with institutional owners: Saluda Grade's Form ABS-15G filings list FTF Lending as originator of 31 loans ($14,222,922.53) in a February 2024 rehab-loan (RTL) securitization and 108 loans ($28,687,809.34) in a March 2024 one, and “Fund That Flip” as originator of 39 loans ($15,848,556, 7.9% of the pool) in Saluda Grade Alternative Mortgage Trust 2025-NPL2, which closed May 6, 2025, with no repurchase demands reported.

What this means for a borrower: the 2024 episode showed that a lender funded draw by draw from a retail platform can stall mid-project; Upright waived payments on 326 loans in June 2024 while it found buyers. Before signing with any fix-and-flip lender, ask who funds the draws and whether that capital is committed. Our fix-and-flip lender comparison and hard money rate survey give the alternatives.

What a Fund That Flip or Upright noteholder can do with this

• Find out which product you hold. BDNs were tied to one loan and most were sold at par in 2024; PFNF series notes all share one pool; RBNF is a separate, smaller pool. The update thread on learn.upright.us posts each one's status.
• Read the indenture, not the homepage. The upright.us homepage still shows “100% principal repaid” for the Pre-Fund product; the September 4, 2026 update says 89.82%. Your note, investor agreement, PPM and indenture define default and what the trustee (Delaware Trust Company for PFNF) can do.
• Track your own base. Each distribution is a percentage of the remaining balance, not of what you invested. Multiply your original PFNF principal by 10.18% to estimate what is still outstanding on September 4, 2026 numbers (our arithmetic).
• Keep the tax records. If a final distribution leaves a shortfall, the loss is usually claimed when it becomes final; see our real estate crowdfunding tax-loss guide.
• Compare with other wind-downs. PeerStreet went through Chapter 11 and published recovery estimates by class; Patch of Land's retail notes went quiet without one. Our PeerStreet and platform failures pages put Upright's 89.82% in context.

FAQ

Sources, read on October 8, 2026: 19 Form D and Form D/A filings on SEC EDGAR by Fund That Flip, Inc. (CIK 1631102), FTF Lending, LLC (1685575), FTF Funding Vehicle I and II (1703593, 1716881), Pre-Funding Note Fund, LLC (1808681), Residential Bridge Note Fund, LLC (1808685), Horizon Residential Income Fund I, LLC and its REIT (1968526, 2004553), Blueprint Residential Income Fund, LLC (2020893) and Tribeca ESP Series Fund - Fund That Flip Series B Preferred (1882260), accession on every row of the CSV; Saluda Grade Mortgage Funding LLC Form ABS-15G filings of November 14, 2024 (0001999371-24-014745) and February 6, 2026 (0001999371-26-002718); AlphaCentric Prime Meridian Income Fund Form NPORT-P exhibit for June 30, 2023 (0001145549-23-047482); Landa App LLC Form 1-U of July 7, 2023 (0001213900-23-055251); Upright's investor update thread “A Comprehensive Update from Upright” (May 10, 2024 to September 4, 2026), its PFNF help-center page (January 17, 2025), the upright.us homepage and PFNF page; uprightlending.com (homepage, About, Legal and January 2, 2026 post); Fund That Flip's PR Newswire release of August 22, 2023; and CourtListener's federal docket index searched for “Fund That Flip” and “FTF Lending”. The November 2023 layoff figures are as reported by Cleveland Scene; the Colchis acquisition is as listed by PitchBook. Remaining balances, sums and the fair-value ratio are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.