Cartwheel Robotics Bankruptcy Case Archive

[Page 1]
UNITED  STATES  BANKRUPTCY  COURT  
DISTRICT  OF  NEVADA  
In  re:  
CARTWHEEL
 
ROBOTICS,
 
INC.,
 
Debtor.
 
Case  No.  26-50278-HLB  
Chapter
 
7
 
MOTION  OF  SECURED  CREDITOR  SCOTT  
LAVALLEY
 
FOR
 
PRODUCTION
 
OF
 
DOCUMENTS
 
PURSUANT
 
TO
 
FEDERAL
 
RULE
 
OF
 
BANKRUPTCY
 
PROCEDURE
 
2004
 
Scott  LaValley,  representing  himself  pro  se  in  his  capacity  as  a  secured  creditor  and  party  in  
interest
 
in
 
this
 
Chapter
 
7
 
case,
 
respectfully
 
moves
 
for
 
entry
 
of
 
an
 
order
 
authorizing
 
targeted
 
production
 
of
 
documents
 
pursuant
 
to
 
Federal
 
Rule
 
of
 
Bankruptcy
 
Procedure
 
2004.
 
Movant  seeks  limited  document  discovery  concerning  communications  among  three  groups:  (1)  
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
and
 
its
 
representatives,
 
including
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
and
 
Kyle
 
Ferguson;
 
(2)
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund
 
/
 
RSF

[Page 2]
Robotics  I,  the  Wong  Family  Revocable  Trust,  and  related  investors;  and  (3)  Engineered  
Arts,
 
Nicolas
 
Desmarais,
 
and
 
related
 
representatives.
 
The
 
requested
 
discovery
 
concerns
 
Cartwheel
 
Robotics,
 
Inc.,
 
Engineered
 
Arts’
 
potential
 
acquisition,
 
investment,
 
financing,
 
or
 
asset-purchase
 
interest,
 
Gene
 
Wong’s
 
anticipated
 
involvement
 
or
 
alignment,
 
any
 
proposed
 
investor
 
roll-forward
 
or
 
participation
 
in
 
an
 
Engineered
 
Arts-related
 
transaction,
 
any
 
actual
 
or
 
prospective
 
buyer,
 
bidder,
 
acquirer,
 
assignee,
 
designee,
 
or
 
purchaser
 
of
 
Cartwheel
 
assets,
 
any
 
proposed
 
auction
 
or
 
“hold
 
co”
 
structure,
 
creditor
 
strategy,
 
the
 
timing
 
of
 
the
 
involuntary
 
bankruptcy
 
petition,
 
and
 
matters
 
that
 
may
 
have
 
affected
 
the
 
value,
 
disposition,
 
or
 
administration
 
of
 
the
 
Debtor’s
 
estate.
 
Movant  also  seeks  limited  document  discovery  from  ClickBio  and  Jessica  Gagliano  only  to  the  
extent
 
ClickBio
 
personnel,
 
systems,
 
records,
 
email
 
accounts,
 
calendars,
 
devices,
 
or
 
administrative
 
support
 
were
 
used
 
in
 
connection
 
with
 
Gene
 
Wong’s
 
or
 
RSF-related
 
communications
 
concerning
 
Cartwheel.
 
In  support  of  this  Motion,  Movant  states  as  follows:  
I.  Relief  Requested  
1.  Movant  seeks  an  order  authorizing  targeted  production  of  documents  pursuant  to  
Federal
 
Rule
 
of
 
Bankruptcy
 
Procedure
 
2004
 
from
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund
 
/
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Engineered
 
Arts,
 
and
 
related
 
document
 
custodians.
 
2.  Movant  is  not  seeking  oral  examinations  at  this  time .  Movant  reserves  the  right  to  
request
 
oral
 
examinations
 
later
 
if
 
document
 
production
 
shows
 
that
 
further
 
examination
 
is
 
necessary.
 
3.  The  requested  document  production  is  directed  to  communications  and  records  
concerning
 
Cartwheel
 
Robotics,
 
Inc.,
 
Engineered
 
Arts’
 
potential
 
acquisition,
 
investment,
 
financing,
 
or
 
asset-purchase
 
interest,
 
Gene
 
Wong’s
 
anticipated
 
involvement
 
or
 
alignment,
 
any
 
proposed
 
investor
 
roll-forward
 
or
 
participation
 
in
 
an
 
Engineered
 
Arts-related
 
transaction,
 
any
 
actual
 
or
 
prospective
 
buyer,
 
bidder,
 
acquirer,
 
assignee,

[Page 3]
designee,  or  purchaser  of  Cartwheel  assets,  any  proposed  auction  or  “hold  co”  structure,  
creditor
 
strategy,
 
the
 
timing
 
of
 
the
 
involuntary
 
bankruptcy
 
petition,
 
and
 
matters
 
that
 
may
 
have
 
affected
 
the
 
value,
 
disposition,
 
or
 
administration
 
of
 
the
 
Debtor’s
 
estate.
 
4.  The  requested  custodians  include  Gene  Wong,  Reno  Seed  Fund  /  RSF  Robotics  I,  the  
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
Engineered
 
Arts,
 
Nicolas
 
Desmarais,
 
and,
 
to
 
the
 
extent
 
relevant,
 
AppDirect,
 
ClickBio,
 
Jessica
 
Gagliano,
 
and/or
 
their
 
representatives.
 
5.  AppDirect  is  included  only  to  the  extent  AppDirect  personnel,  systems,  records,  email  
accounts,
 
or
 
representatives
 
were
 
used
 
in
 
connection
 
with
 
communications
 
concerning
 
Cartwheel,
 
Engineered
 
Arts,
 
Gene
 
Wong,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
or
 
the
 
matters
 
described
 
herein.
 
6.  ClickBio  and  Jessica  Gagliano  are  included  only  to  the  extent  they  possess,  control,  or  
have
 
knowledge
 
of
 
communications
 
or
 
records
 
concerning
 
Cartwheel,
 
Engineered
 
Arts,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
or
 
the
 
involuntary
 
petition.
 
II.  Background  and  Basis  for  Document  Production  
7.  On  March  19,  2026,  an  involuntary  Chapter  7  bankruptcy  petition  was  filed  against  
Cartwheel
 
Robotics,
 
Inc.
 
by
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
and
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
8.  Gene  Wong  is  associated  with  RSF  Robotics  I  and  the  Wong  Family  Revocable  Trust.  
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
is
 
also
 
a
 
petitioning
 
creditor,
 
and
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
and
 
Kyle
 
Ferguson
 
appear
 
to
 
have
 
acted
 
as
 
representatives
 
of
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
in
 
matters
 
relevant
 
to
 
Cartwheel.
 
9.  Nicolas  Desmarais  is  associated  with  Engineered  Arts.  Engineered  Arts  had  previously  
expressed
 
interest
 
in
 
a
 
potential
 
acquisition,
 
investment,
 
financing,
 
asset
 
purchase,

[Page 4]
employment-related  transaction,  or  other  strategic  transaction  involving  Cartwheel,  its  
technology,
 
and/or
 
its
 
assets.
 
10.  Movant  understands  that  Gene  Wong  may  have  used  ClickBio  personnel,  systems,  
records,
 
email
 
accounts,
 
calendars,
 
devices,
 
or
 
administrative
 
support
 
in
 
connection
 
with
 
Reno
 
Seed
 
Fund
 
/
 
RSF-related
 
business.
 
Movant
 
further
 
understands
 
that
 
Jessica
 
Gagliano
 
may
 
have
 
provided
 
administrative
 
or
 
operational
 
support
 
to
 
Mr.
 
Wong
 
in
 
connection
 
with
 
such
 
matters.
 
11.  Movant  does  not  assert  that  ClickBio  or  Jessica  Gagliano  were  parties  to  any  transaction  
involving
 
Cartwheel.
 
Rather,
 
Movant
 
seeks
 
document
 
production
 
from
 
them
 
only
 
to
 
the
 
extent
 
they
 
possess
 
or
 
control
 
records
 
reflecting
 
Gene
 
Wong’s
 
or
 
RSF-related
 
communications
 
concerning
 
Cartwheel.
 
12.  Movant  is  a  secured  creditor  of  the  Debtor  and  has  filed  a  proof  of  claim  asserting  a  
perfected
 
secured
 
claim
 
against
 
the
 
Debtor’s
 
estate.
 
13.  Federal  Rule  of  Bankruptcy  Procedure  2004  permits  the  Court,  on  motion  of  a  party  in  
interest,
 
to
 
order
 
examination
 
of
 
any
 
entity
 
concerning
 
the
 
acts,
 
conduct,
 
property,
 
liabilities,
 
and
 
financial
 
condition
 
of
 
the
 
debtor,
 
and
 
any
 
matter
 
that
 
may
 
affect
 
administration
 
of
 
the
 
estate.
 
14.  The  requested  document  production  concerns  matters  that  may  affect  administration  of  
the
 
estate,
 
including
 
estate
 
value,
 
the
 
disposition
 
of
 
Cartwheel’s
 
assets,
 
potential
 
estate
 
claims,
 
creditor
 
conduct,
 
potential
 
acquirer
 
conduct,
 
the
 
circumstances
 
leading
 
to
 
the
 
involuntary
 
bankruptcy
 
filing,
 
potential
 
buyers
 
or
 
bidders,
 
the
 
timing
 
of
 
the
 
petition,
 
and
 
communications
 
with
 
any
 
potential
 
acquirer
 
or
 
strategic
 
counterparty.
 
15.  Movant  does  not  seek  this  discovery  for  harassment,  delay,  or  to  conduct  discovery  in  
any
 
pending
 
adversary
 
proceeding.
 
16.  Movant  does  not  seek  to  usurp  the  Chapter  7  Trustee’s  authority  over  estate  claims  or  
estate
 
administration,
 
but
 
seeks
 
limited
 
document
 
production
 
from
 
non-Debtor
 
parties

[Page 5]
who  appear  to  possess  material  information  concerning  estate  value,  potential  
transactions,
 
creditor
 
communications,
 
and
 
events
 
leading
 
to
 
the
 
involuntary
 
petition.
 
III.  Factual  Basis  for  Requested  Document  Production  
17.  In  December  2025,  Engineered  Arts  and/or  its  representatives  engaged  in  
communications
 
with
 
Movant
 
concerning
 
both
 
potential
 
employment
 
and
 
a
 
potential
 
transaction
 
involving
 
Cartwheel’s
 
assets.
 
18.  On  or  about  December  22,  2025,  Nicolas  Desmarais  stated  in  an  email  that  the  parties  
would
 
“try
 
and
 
tie”
 
Movant’s
 
proposed
 
sign-on
 
bonus
 
“to
 
the
 
acquisition
 
of
 
the
 
assets.”
 
In
 
the
 
same
 
communication,
 
Mr.
 
Desmarais
 
stated
 
in
 
substance
 
that,
 
if
 
Engineered
 
Arts
 
acquired
 
the
 
assets,
 
the
 
upfront
 
cash
 
investment
 
would
 
cover
 
outstanding
 
debts
 
and
 
“serve
 
the
 
same
 
purpose
 
as
 
bonus.”
 
19.  On  or  about  December  23,  2025,  Movant  responded  that  acquisition  was  the  preferred  
path,
 
but
 
clarified
 
that
 
the
 
sign-on
 
bonus
 
would
 
serve
 
only
 
as
 
a
 
personal
 
fallback
 
and
 
was
 
not
 
indicative
 
of
 
the
 
potential
 
price
 
to
 
purchase
 
Cartwheel’s
 
assets.
 
Movant
 
further
 
stated
 
that
 
any
 
purchase
 
of
 
the
 
assets
 
would
 
need
 
to
 
be
 
negotiated
 
between
 
Engineered
 
Arts
 
and
 
the
 
secured
 
creditor
 
then
 
exercising
 
control
 
over
 
the
 
assets.
 
20.  A  true  and  correct  copy  of  the  relevant  December  2025  email  thread  is  attached  hereto  
as
 
Exhibit
 
A
.
 
21.  In  mid-January  2026,  Movant  was  attempting  to  negotiate  a  comprehensive  global  
resolution
 
that
 
would
 
resolve
 
secured
 
obligations,
 
address
 
the
 
landlord
 
position,
 
avoid
 
partial
 
or
 
sequential
 
execution
 
risk,
 
and
 
potentially
 
allow
 
Cartwheel’s
 
assets
 
to
 
be
 
returned
 
to
 
the
 
company
 
through
 
a
 
single
 
coordinated
 
closing.
 
22.  On  or  about  January  14,  2026,  Movant  emailed  Mr.  Desmarais  regarding  a  possible  
global
 
resolution
 
structure.
 
The
 
framework
 
contemplated,
 
among
 
other
 
things,
 
Engineered
 
Arts
 
setting
 
a
 
call
 
with
 
Gene
 
Wong,
 
alignment
 
in
 
principle
 
on
 
a
 
global

[Page 6]
resolution,  escrow  funding,  release  documentation,  assignment  of  assets  back  to  
Cartwheel,
 
and
 
governance
 
and
 
equity
 
changes
 
becoming
 
effective
 
at
 
a
 
single
 
closing
 
moment.
 
23.  Movant  also  stated  that  any  employment  arrangement  would  remain  arm’s-length  and  
independent
 
from
 
the
 
settlement
 
economics,
 
and
 
that
 
simultaneous
 
effectiveness
 
was
 
intended
 
to
 
avoid
 
interim
 
risk
 
and
 
ambiguity,
 
not
 
because
 
employment
 
was
 
consideration
 
for
 
the
 
settlement.
 
24.  On  or  about  January  15,  2026,  Mr.  Desmarais  responded:  “Let’s  chat  tomorrow  to  align  
on
 
these
 
mechanics.
 
I
 
think
 
Gene
 
will
 
be
 
aligned.
 
He
 
wants
 
a
 
call
 
asap
 
as
 
well.”
 
25.  A  true  and  correct  copy  of  the  relevant  January  14–15,  2026  email  thread  is  attached  
hereto
 
as
 
Exhibit
 
B
.
 
26.  On  or  about  January  20,  2026,  Mr.  Desmarais  sent  Movant  a  communication  concerning  
Cartwheel’s
 
situation,
 
a
 
potential
 
bankruptcy
 
process,
 
an
 
“auction
 
of
 
all
 
assets,”
 
counsel’s
 
view
 
concerning
 
“Gene
 
and
 
Nevada,”
 
a
 
possible
 
holding-company
 
or
 
“hold
 
co”
 
structure,
 
and
 
Gene
 
Wong’s
 
desire
 
to
 
speak.
 
27.  A  true  and  correct  copy  of  the  relevant  January  18–20,  2026  email  thread  is  attached  
hereto
 
as
 
Exhibit
 
C
.
 
28.  The  emails  attached  as  Exhibits  A,  B,  and  C  are  limited  communications  from  Movant’s  
personal
 
Gmail
 
account.
 
Movant
 
does
 
not
 
attach
 
these
 
emails
 
to
 
suggest
 
that
 
he
 
has
 
access
 
to
 
Cartwheel’s
 
corporate
 
email
 
accounts,
 
records,
 
systems,
 
files,
 
financial
 
records,
 
or
 
other
 
company-controlled
 
information.
 
Movant
 
does
 
not
 
presently
 
have
 
possession,
 
custody,
 
or
 
control
 
of
 
Cartwheel’s
 
corporate
 
records
 
or
 
systems.
 
29.  These  communications  raise  questions  regarding  the  nature  and  extent  of  
communications
 
among
 
Mr.
 
Desmarais,
 
Engineered
 
Arts,
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
and/or
 
other
 
creditor
 
representatives
 
concerning
 
Cartwheel’s
 
assets,
 
a

[Page 7]
possible  global  resolution,  acquisition  strategy,  governance  changes,  creditor  alignment,  
potential
 
bankruptcy
 
process,
 
auction
 
process,
 
“hold
 
co”
 
structure,
 
and
 
potential
 
estate
 
value.
 
30.  Movant  further  understands  that  discussions  occurred  concerning  whether  Gene  Wong  
and/or
 
investors
 
associated
 
with
 
him
 
might
 
roll
 
forward,
 
convert,
 
exchange,
 
contribute,
 
assign,
 
or
 
otherwise
 
transfer
 
Cartwheel-related
 
investment
 
interests,
 
claims,
 
or
 
other
 
economic
 
interests
 
into
 
Engineered
 
Arts
 
or
 
an
 
Engineered
 
Arts-related
 
transaction,
 
capitalization,
 
acquisition,
 
or
 
financing
 
structure.
 
31.  Movant  does  not  presently  know  the  full  extent  of  those  discussions,  whether  any  such  
roll-forward
 
or
 
investor-participation
 
structure
 
was
 
proposed
 
or
 
agreed,
 
why
 
it
 
did
 
or
 
did
 
not
 
proceed,
 
or
 
whether
 
any
 
dispute,
 
loss
 
of
 
trust,
 
or
 
breakdown
 
in
 
discussions
 
between
 
Mr.
 
Desmarais
 
and
 
Mr.
 
Wong
 
affected
 
Engineered
 
Arts’
 
position
 
regarding
 
Cartwheel.
 
32.  Movant  is  also  aware  of  late-January  2026  communications  involving  creditor  
representatives,
 
including
 
representatives
 
of
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Gene
 
Wong
 
/
 
Reno
 
Seed
 
Fund-related
 
interests,
 
and
 
Engineered
 
Arts,
 
that
 
raised
 
questions
 
regarding
 
creditor
 
goals,
 
Engineered
 
Arts’
 
potential
 
role,
 
possible
 
acquisition-related
 
interests,
 
and
 
communications
 
between
 
Engineered
 
Arts
 
and
 
Gene
 
Wong.
 
33.  Movant  further  seeks  production  sufficient  to  determine  whether  any  creditor,  investor,  
potential
 
acquirer,
 
or
 
representative
 
had
 
identified,
 
contacted,
 
lined
 
up,
 
coordinated
 
with,
 
or
 
otherwise
 
discussed
 
any
 
actual
 
or
 
prospective
 
buyer,
 
bidder,
 
acquirer,
 
investor,
 
assignee,
 
designee,
 
purchaser,
 
or
 
recipient
 
of
 
Cartwheel’s
 
assets,
 
technology,
 
intellectual
 
property,
 
equipment,
 
source
 
code,
 
data,
 
customer
 
opportunities,
 
or
 
business
 
prospects
 
before
 
or
 
after
 
the
 
involuntary
 
petition.
 
34.  Movant  also  seeks  discovery  concerning  the  timing  of  the  involuntary  petition.  If  the  
Debtor’s
 
assets
 
had
 
substantial
 
value,
 
and
 
if
 
the
 
petitioning
 
creditors
 
believed
 
bankruptcy
 
was
 
necessary
 
to
 
preserve
 
or
 
realize
 
that
 
value,
 
the
 
delay
 
between
 
the
 
January
 
2026
 
creditor
 
communications
 
and
 
the
 
March
 
19,
 
2026
 
involuntary
 
petition
 
raises
 
estate-relevant
 
questions.

[Page 8]
35.  Discovery  is  necessary  to  determine  why  the  petition  was  filed  when  it  was,  what  
alternatives
 
were
 
considered
 
during
 
the
 
intervening
 
period,
 
whether
 
any
 
buyer,
 
bidder,
 
auction,
 
hold-co,
 
roll-forward,
 
asset-disposition,
 
litigation,
 
or
 
discovery
 
strategy
 
was
 
being
 
evaluated,
 
and
 
whether
 
the
 
delay
 
affected
 
estate
 
value.
 
36.  Movant  publicly  announced  his  employment  with  Google  on  or  about  March  9,  2026.  
Three
 
days
 
later,
 
on
 
March
 
19,
 
2026,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
and
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
filed
 
the
 
involuntary
 
Chapter
 
7
 
petition
 
against
 
Cartwheel.
 
Movant
 
does
 
not
 
assert
 
by
 
this
 
Motion
 
that
 
the
 
timing
 
was
 
improper,
 
but
 
the
 
close
 
timing
 
raises
 
estate-relevant
 
questions
 
regarding
 
what
 
communications
 
occurred
 
before
 
filing,
 
why
 
the
 
petition
 
was
 
filed
 
when
 
it
 
was,
 
whether
 
alternatives
 
were
 
considered,
 
whether
 
the
 
timing
 
was
 
influenced
 
by
 
litigation
 
strategy,
 
discovery
 
strategy,
 
buyer
 
or
 
bidder
 
strategy,
 
asset-disposition
 
strategy,
 
funding
 
alternatives,
 
or
 
Movant’s
 
employment
 
transition,
 
and
 
whether
 
any
 
delay
 
affected
 
estate
 
value.
 
37.  Because  certain  communications  involving  Debtor’s  counsel  may  implicate  Cartwheel’s  
attorney-client
 
privilege,
 
Movant
 
does
 
not
 
rely
 
on
 
privileged
 
communications
 
for
 
the
 
relief
 
requested
 
in
 
this
 
Motion.
 
Instead,
 
Movant
 
seeks
 
Rule
 
2004
 
document
 
production
 
from
 
the
 
relevant
 
non-Debtor
 
parties
 
to
 
determine
 
the
 
underlying
 
facts
 
directly
 
from
 
the
 
parties
 
who
 
possess
 
them.
 
38.  Movant  understands  that  Kyle  Ferguson  may  possess  material  information  concerning  
Cartwheel’s
 
funding
 
efforts,
 
including
 
communications
 
regarding
 
whether
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
would
 
participate
 
in
 
additional
 
funding
 
or
 
a
 
final
 
financing/resolution
 
effort
 
before
 
the
 
involuntary
 
petition.
 
39.  Because  the  relevant  communications  may  have  occurred  outside  the  limited  email  
threads
 
currently
 
available
 
to
 
Movant
 
through
 
his
 
personal
 
Gmail
 
account,
 
and
 
because
 
Movant
 
does
 
not
 
presently
 
have
 
possession,
 
custody,
 
or
 
control
 
of
 
Cartwheel’s
 
corporate
 
records,
 
email
 
accounts,
 
systems,
 
files,
 
financial
 
records,
 
or
 
other
 
company-controlled
 
information,
 
Rule
 
2004
 
document
 
production
 
from
 
non-Debtor
 
parties
 
is
 
necessary
 
to
 
determine
 
the
 
full
 
scope
 
of
 
communications
 
among
 
the
 
relevant
 
parties.

[Page 9]
40.  The  requested  document  production  is  necessary  to  determine  what  communications  
occurred,
 
what
 
Gene
 
Wong
 
was
 
told,
 
what
 
Mr.
 
Wong
 
communicated
 
to
 
Engineered
 
Arts,
 
whether
 
any
 
petitioning
 
creditor
 
supported,
 
opposed,
 
conditioned,
 
or
 
redirected
 
a
 
possible
 
transaction,
 
whether
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
or
 
its
 
representatives
 
participated
 
in
 
or
 
were
 
aware
 
of
 
such
 
communications,
 
whether
 
any
 
investor
 
roll-forward
 
or
 
Engineered
 
Arts-related
 
capitalization
 
structure
 
was
 
discussed,
 
whether
 
any
 
buyer,
 
bidder,
 
acquirer,
 
investor,
 
assignee,
 
designee,
 
purchaser,
 
or
 
recipient
 
had
 
been
 
identified
 
or
 
coordinated
 
with,
 
why
 
the
 
involuntary
 
petition
 
was
 
filed
 
when
 
it
 
was,
 
and
 
whether
 
any
 
such
 
communications
 
or
 
timing
 
decisions
 
affected
 
estate
 
value,
 
creditor
 
recoveries,
 
or
 
potential
 
estate
 
claims.
 
IV.  Need  for  Prompt  Document  Production  
41.  Movant  files  this  Motion  at  this  time  because  the  requested  discovery  concerns  issues  
likely
 
to
 
affect
 
administration
 
of
 
the
 
estate
 
at
 
the
 
outset
 
of
 
this
 
Chapter
 
7
 
case,
 
including
 
estate
 
value,
 
potential
 
claims,
 
creditor
 
conduct,
 
the
 
circumstances
 
surrounding
 
the
 
involuntary
 
petition,
 
and
 
prepetition
 
communications
 
with
 
a
 
potential
 
acquirer,
 
bidder,
 
or
 
strategic
 
counterparty.
 
42.  The  current  case  posture  appears  focused  on  identifying  assets,  records,  schedules,  and  
persons
 
with
 
knowledge
 
of
 
the
 
Debtor’s
 
affairs.
 
43.  The  communications  described  above  suggest  that  additional  parties  may  possess  
material
 
information
 
concerning
 
the
 
Debtor’s
 
assets,
 
potential
 
transactions,
 
asset
 
valuation,
 
creditor
 
strategy,
 
acquisition-related
 
communications,
 
investor
 
roll-forward
 
discussions,
 
funding/resolution
 
efforts,
 
possible
 
buyers
 
or
 
bidders,
 
timing
 
of
 
the
 
petition,
 
and
 
events
 
leading
 
to
 
the
 
involuntary
 
petition.
 
44.  Prompt  document  production  is  appropriate  so  that  the  Chapter  7  Trustee  and  parties  in  
interest
 
may
 
evaluate
 
the
 
estate
 
with
 
a
 
more
 
complete
 
record
 
and
 
determine
 
whether
 
potential
 
estate
 
claims,
 
recoveries,
 
objections,
 
or
 
further
 
investigation
 
may
 
be
 
warranted.

[Page 10]
45.  Movant  does  not  ask  the  Court  to  determine  the  merits  of  any  potential  claim  through  this  
Motion.
 
Movant
 
seeks
 
only
 
to
 
obtain
 
documents
 
sufficient
 
to
 
determine
 
what
 
occurred
 
and
 
whether
 
further
 
action
 
by
 
the
 
Trustee
 
or
 
parties
 
in
 
interest
 
may
 
be
 
warranted.
 
V.  Requested  Document  Production  
46.  Movant  requests  production  of  the  following  documents  and  communications  from  Gene  
Wong,
 
Reno
 
Seed
 
Fund
 
/
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
Nicolas
 
Desmarais,
 
Engineered
 
Arts,
 
ClickBio
 
to
 
the
 
extent
 
relevant,
 
Jessica
 
Gagliano
 
to
 
the
 
extent
 
relevant,
 
AppDirect
 
to
 
the
 
extent
 
relevant,
 
and/or
 
their
 
representatives:
 
a.  All  communications  concerning  Cartwheel  Robotics,  Inc.  between  or  among  Gene  Wong,  
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
Engineered
 
Arts,
 
Nicolas
 
Desmarais,
 
John
 
Pharr,
 
Susan
 
Court,
 
Brendan
 
Burke,
 
Empower
 
Industries,
 
Joe
 
Mardini,
 
ClickBio
 
to
 
the
 
extent
 
relevant,
 
Jessica
 
Gagliano
 
to
 
the
 
extent
 
relevant,
 
AppDirect
 
to
 
the
 
extent
 
relevant,
 
or
 
their
 
representatives.
 
b.  All  communications  between  or  among  any  representatives  of  Nevada  Battle  Born  Growth  
Escalator,
 
Inc.,
 
including
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
and
 
Kyle
 
Ferguson;
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
or
 
any
 
related
 
investors;
 
and
 
Engineered
 
Arts,
 
Nicolas
 
Desmarais,
 
Brendan
 
Burke,
 
or
 
their
 
representatives
 
concerning
 
Cartwheel’s
 
assets,
 
potential
 
acquisition
 
or
 
investment
 
activity,
 
creditor
 
strategy,
 
any
 
auction,
 
any
 
“hold
 
co,”
 
any
 
investor
 
roll-forward,
 
any
 
asset
 
disposition,
 
or
 
the
 
involuntary
 
bankruptcy
 
petition.
 
c.  All  communications  concerning  any  proposed  acquisition,  investment,  financing,  asset  
purchase,
 
licensing
 
transaction,
 
strategic
 
transaction,
 
auction,
 
“hold
 
co”
 
structure,
 
employment-related
 
transaction,
 
investor
 
roll-forward,
 
claim
 
conversion,
 
equity
 
exchange,
 
capitalization
 
structure,
 
or
 
other
 
transaction
 
involving
 
Cartwheel
 
and
 
Engineered
 
Arts.

[Page 11]
d.  All  communications  concerning  any  relationship  between  Scott  LaValley’s  proposed  
employment,
 
compensation,
 
sign-on
 
bonus,
 
employment
 
start
 
date,
 
consulting
 
arrangement,
 
or
 
other
 
personal
 
consideration
 
and
 
any
 
acquisition,
 
transfer,
 
purchase,
 
auction,
 
or
 
disposition
 
of
 
Cartwheel
 
Robotics’
 
assets.
 
e.  All  communications  concerning  the  January  14–15,  2026  proposed  global  resolution,  
including
 
any
 
call
 
or
 
proposed
 
call
 
between
 
Engineered
 
Arts
 
and
 
Gene
 
Wong,
 
and
 
Mr.
 
Desmarais’s
 
statement
 
that
 
“Gene
 
will
 
be
 
aligned”
 
and
 
“wants
 
a
 
call
 
asap.”
 
f.  All  documents  and  communications  concerning  any  proposal,  discussion,  or  understanding  
that
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
or
 
any
 
related
 
investors
 
would
 
roll
 
forward,
 
convert,
 
exchange,
 
contribute,
 
assign,
 
or
 
otherwise
 
transfer
 
any
 
Cartwheel-related
 
investment,
 
claim,
 
or
 
interest
 
into
 
Engineered
 
Arts
 
or
 
any
 
Engineered
 
Arts-related
 
transaction,
 
capitalization,
 
acquisition,
 
or
 
financing
 
structure.
 
g.  All  documents  and  communications  concerning  any  dispute,  loss  of  trust,  recording  of  
communications,
 
consent
 
to
 
recording,
 
alleged
 
misrepresentation,
 
or
 
other
 
breakdown
 
in
 
discussions
 
between
 
Gene
 
Wong
 
and
 
Nicolas
 
Desmarais
 
relating
 
to
 
Cartwheel,
 
Engineered
 
Arts,
 
Cartwheel
 
investors,
 
or
 
any
 
proposed
 
transaction.
 
h.  All  communications  concerning  any  proposed  bankruptcy  process,  involuntary  bankruptcy  
petition,
 
auction
 
process,
 
asset
 
disposition,
 
“hold
 
co,”
 
asset
 
transfer,
 
foreclosure,
 
secured
 
creditor
 
process,
 
or
 
liquidation
 
involving
 
Cartwheel.
 
i.  All  communications  concerning  Cartwheel’s  governance,  board  composition,  investor  rights,  
veto
 
rights,
 
corporate
 
authority,
 
financing
 
approvals,
 
creditor
 
claims,
 
secured
 
claims,
 
liens,
 
foreclosure,
 
insolvency,
 
or
 
bankruptcy
 
risk.
 
j.  All  communications  concerning  Cartwheel’s  valuation,  assets,  intellectual  property,  technology,  
employees,
 
contracts,
 
customer
 
opportunities,
 
business
 
prospects,
 
or
 
potential
 
transaction
 
value.

[Page 12]
k.  All  communications  concerning  Nevada  Battle  Born  Growth  Escalator,  Inc.’s  position,  
including
 
communications
 
involving
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
or
 
other
 
Battle
 
Born
 
representatives,
 
regarding
 
Cartwheel
 
assets,
 
creditor
 
strategy,
 
liquidation,
 
auction,
 
recovery,
 
acquisition,
 
asset
 
preservation,
 
asset
 
valuation,
 
additional
 
funding,
 
bridge
 
financing,
 
global
 
resolution,
 
or
 
the
 
involuntary
 
bankruptcy
 
petition.
 
l.  All  documents  concerning  the  January  18–20,  2026  email  thread  attached  as  Exhibit  C,  
including
 
drafts,
 
replies,
 
forwarded
 
messages,
 
internal
 
discussions,
 
related
 
text
 
messages,
 
attachments,
 
and
 
communications
 
concerning
 
any
 
statements
 
that
 
bankruptcy
 
would
 
likely
 
result
 
in
 
an
 
“auction
 
of
 
all
 
assets,”
 
that
 
assets
 
could
 
be
 
placed
 
into
 
a
 
“hold
 
co,”
 
that
 
“Gene
 
and
 
Nevada”
 
had
 
a
 
position
 
concerning
 
the
 
assets,
 
or
 
that
 
Gene
 
Wong
 
wanted
 
to
 
speak.
 
m.  All  documents  concerning  any  evaluation  by  Engineered  Arts  of  Cartwheel’s  assets,  
intellectual
 
property,
 
technology,
 
employees,
 
business
 
prospects,
 
or
 
acquisition
 
value.
 
n.  All  documents  and  communications  concerning  any  request,  proposal,  or  discussion  that  
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.
 
participate
 
in
 
Cartwheel’s
 
final
 
funding
 
round,
 
bridge
 
financing,
 
global
 
resolution,
 
rescue
 
financing,
 
or
 
other
 
funding/resolution
 
effort
 
before
 
the
 
involuntary
 
petition.
 
o.  All  documents  and  communications  in  the  possession,  custody,  or  control  of  ClickBio,  Jessica  
Gagliano,
 
or
 
any
 
person
 
providing
 
administrative
 
or
 
operational
 
support
 
to
 
Gene
 
Wong
 
concerning
 
Cartwheel,
 
Engineered
 
Arts,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
any
 
proposed
 
transaction,
 
any
 
creditor
 
strategy,
 
or
 
the
 
involuntary
 
bankruptcy
 
petition.
 
p.  All  calendar  entries,  meeting  invitations,  call  notes,  call  logs,  text  messages,  messaging-app  
communications,
 
notes,
 
task
 
lists,
 
document-sharing
 
records,
 
or
 
scheduling
 
communications
 
maintained
 
by
 
ClickBio,
 
Jessica
 
Gagliano,
 
or
 
any
 
person
 
providing
 
support
 
to
 
Gene
 
Wong
 
concerning
 
Cartwheel,
 
Engineered
 
Arts,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
or
 
the
 
involuntary
 
bankruptcy
 
petition.

[Page 13]
q.  All  documents  and  communications  concerning  any  actual  or  prospective  buyer,  bidder,  
acquirer,
 
investor,
 
assignee,
 
designee,
 
stalking-horse
 
bidder,
 
purchaser,
 
or
 
other
 
recipient
 
of
 
Cartwheel’s
 
assets,
 
technology,
 
intellectual
 
property,
 
equipment,
 
source
 
code,
 
data,
 
customer
 
opportunities,
 
or
 
business
 
prospects.
 
r.  All  documents  and  communications  concerning  any  plan,  proposal,  strategy,  or  discussion  to  
acquire,
 
transfer,
 
assign,
 
auction,
 
purchase,
 
credit
 
bid,
 
foreclose
 
upon,
 
control,
 
preserve,
 
market,
 
package,
 
or
 
dispose
 
of
 
Cartwheel’s
 
assets
 
through
 
bankruptcy,
 
foreclosure,
 
Article
 
9
 
process,
 
auction,
 
hold-co
 
structure,
 
creditor
 
process,
 
or
 
other
 
transaction
 
structure.
 
s.  All  documents  and  communications  concerning  any  buyer,  bidder,  acquirer,  investor,  or  
strategic
 
counterparty
 
identified,
 
contacted,
 
introduced,
 
solicited,
 
evaluated,
 
or
 
discussed
 
by
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund,
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
Engineered
 
Arts,
 
Nicolas
 
Desmarais,
 
ClickBio,
 
Jessica
 
Gagliano,
 
or
 
any
 
of
 
their
 
representatives.
 
t.  All  documents  and  communications  concerning  any  agreement,  understanding,  side  
agreement,
 
economic
 
participation,
 
referral,
 
finder
 
arrangement,
 
success
 
fee,
 
equity
 
participation,
 
debt
 
roll-forward,
 
claim
 
conversion,
 
credit
 
bid,
 
assignment,
 
release,
 
indemnity,
 
or
 
other
 
consideration
 
connected
 
to
 
any
 
sale,
 
auction,
 
transfer,
 
acquisition,
 
or
 
disposition
 
of
 
Cartwheel
 
assets.
 
u.  All  documents  and  communications  concerning  the  timing  of  the  involuntary  Chapter  7  
petition,
 
including
 
any
 
decision
 
to
 
delay,
 
defer,
 
accelerate,
 
prepare,
 
fund,
 
support,
 
or
 
file
 
the
 
petition.
 
v.  All  documents  and  communications  concerning  any  reason  for  filing  the  involuntary  Chapter  7  
petition
 
on
 
or
 
about
 
March
 
19,
 
2026
 
rather
 
than
 
earlier,
 
including
 
communications
 
concerning
 
asset
 
value,
 
asset
 
preservation,
 
asset
 
disposition,
 
creditor
 
strategy,
 
litigation
 
strategy,
 
discovery
 
strategy,
 
buyer
 
or
 
bidder
 
strategy,
 
auction
 
planning,
 
hold-co
 
structure,
 
settlement
 
discussions,
 
funding
 
alternatives,
 
or
 
potential
 
estate
 
recoveries.

[Page 14]
w.  All  documents  and  communications  concerning  whether  delay  in  filing  the  involuntary  petition  
affected
 
the
 
value,
 
preservation,
 
location,
 
accessibility,
 
recoverability,
 
marketability,
 
or
 
disposition
 
of
 
Cartwheel’s
 
assets,
 
records,
 
intellectual
 
property,
 
technology,
 
equipment,
 
accounts,
 
credentials,
 
or
 
business
 
opportunities.
 
x.  All  documents  and  communications  concerning  Movant’s  public  employment  announcement,  
employment
 
transition,
 
availability,
 
or
 
perceived
 
ability
 
to
 
access,
 
produce,
 
preserve,
 
or
 
control
 
Cartwheel
 
records
 
or
 
assets,
 
to
 
the
 
extent
 
such
 
matters
 
related
 
to
 
the
 
timing,
 
preparation,
 
filing,
 
or
 
strategy
 
of
 
the
 
involuntary
 
petition.
 
y.  All  documents  and  communications  concerning  the  decision  to  file,  support,  fund,  coordinate,  
or
 
participate
 
in
 
the
 
involuntary
 
Chapter
 
7
 
petition
 
filed
 
against
 
Cartwheel.
 
z.  All  documents  and  communications  concerning  Cartwheel  records,  documents,  accounts,  
credentials,
 
assets,
 
asset
 
locations,
 
asset
 
control,
 
asset
 
preservation,
 
asset
 
valuation,
 
or
 
asset
 
disposition.
 
47.  The  requested  production  should  cover  the  period  from  December  1,  2025  through  the  
present.
 
VI.  Relevance  to  the  Estate  
48.  The  requested  document  production  is  directly  relevant  to  estate  administration  because  
it
 
may
 
reveal
 
whether:
 
a.  Cartwheel  lost  a  potential  acquisition,  investment,  financing,  or  other  transaction;  
b.  communications  by  creditors,  investors,  potential  acquirers,  or  their  representatives  impaired  
estate
 
value;

[Page 15]
c.  estate  assets  were  targeted,  devalued,  or  positioned  for  acquisition  through  a  creditor,  
bankruptcy,
 
auction,
 
“hold
 
co,”
 
investor
 
roll-forward,
 
credit
 
bid,
 
buyer
 
designation,
 
or
 
other
 
transaction
 
structure;
 
d.  the  timing  of  the  involuntary  petition  affected  estate  value,  preservation,  accessibility,  
marketability,
 
or
 
recoverability
 
of
 
assets
 
or
 
records;
 
e.  any  creditor,  potential  acquirer,  or  third  party  acted  in  a  manner  that  gave  rise  to  claims  
belonging
 
to
 
the
 
estate;
 
f.  the  Chapter  7  Trustee  should  investigate  or  pursue  potential  claims;  
g.  the  value  of  Cartwheel’s  intellectual  property,  technology,  assets,  and  business  prospects  was  
affected
 
by
 
prepetition
 
conduct;
 
h.  the  involuntary  bankruptcy  process  was  used,  coordinated,  or  influenced  in  a  manner  relevant  
to
 
administration
 
of
 
the
 
estate;
 
and
 
i.  parties  other  than  Movant  possess  material  information  concerning  assets,  records,  
transactions,
 
valuation,
 
creditor
 
strategy,
 
timing,
 
and
 
estate
 
administration.
 
49.  Movant  does  not  ask  the  Court  to  decide  these  issues  in  this  Motion.  
50.  Movant  seeks  only  the  ability  to  obtain  documents  sufficient  to  determine  what  occurred  
and
 
whether
 
further
 
action
 
by
 
the
 
Trustee
 
or
 
parties
 
in
 
interest
 
may
 
be
 
warranted.
 
VII.  Reservation  of  Rights  
51.  Movant  does  not  assert  by  this  Motion  that  Gene  Wong,  Reno  Seed  Fund,  Nevada  
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
ClickBio,
 
Jessica
 
Gagliano,
 
Engineered
 
Arts,
 
Nicolas
 
Desmarais,
 
or
 
any
 
other
 
party

[Page 16]
definitively  caused  Engineered  Arts  not  to  proceed  with  a  transaction  or  had  any  
pre-arranged
 
buyer
 
or
 
asset-disposition
 
strategy.
 
52.  Rather,  Movant  seeks  limited  document  production  to  determine  what  communications  
occurred,
 
whether
 
those
 
communications
 
affected
 
Engineered
 
Arts’
 
position
 
or
 
any
 
potential
 
transaction,
 
whether
 
estate
 
value
 
was
 
impaired,
 
whether
 
any
 
prospective
 
buyer
 
or
 
asset-disposition
 
structure
 
existed,
 
why
 
the
 
involuntary
 
petition
 
was
 
filed
 
when
 
it
 
was,
 
whether
 
timing
 
affected
 
estate
 
value,
 
and
 
whether
 
the
 
estate
 
may
 
have
 
claims
 
or
 
rights
 
that
 
should
 
be
 
investigated
 
by
 
the
 
Chapter
 
7
 
Trustee.
 
53.  Nothing  in  this  Motion  or  the  attached  exhibits  should  be  construed  as  a  representation  
that
 
Movant
 
has
 
possession,
 
custody,
 
or
 
control
 
of
 
Cartwheel’s
 
corporate
 
email
 
accounts,
 
records,
 
systems,
 
files,
 
financial
 
records,
 
assets,
 
or
 
other
 
company-controlled
 
information.
 
The
 
attached
 
exhibits
 
consist
 
only
 
of
 
limited
 
communications
 
available
 
to
 
Movant
 
through
 
his
 
personal
 
Gmail
 
account.
 
54.  Nothing  in  this  Motion  should  be  construed  as  waiving  any  rights,  claims,  defenses,  
privileges,
 
objections,
 
or
 
arguments
 
of
 
Movant,
 
the
 
Debtor,
 
the
 
estate,
 
the
 
Chapter
 
7
 
Trustee,
 
or
 
any
 
other
 
party
 
in
 
interest.
 
VIII.  Conclusion  
WHEREFORE,  Movant  respectfully  requests  that  the  Court  enter  an  order:  
1.  Authorizing  document  production  pursuant  to  Federal  Rule  of  Bankruptcy  Procedure  
2004
 
from
 
Gene
 
Wong,
 
Reno
 
Seed
 
Fund
 
/
 
RSF
 
Robotics
 
I,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator,
 
Inc.,
 
Christine
 
Guerci,
 
Karsten
 
Heise,
 
Kyle
 
Ferguson,
 
Nicolas
 
Desmarais,
 
Engineered
 
Arts,
 
ClickBio
 
to
 
the
 
extent
 
relevant,
 
Jessica
 
Gagliano
 
to
 
the
 
extent
 
relevant,
 
AppDirect
 
to
 
the
 
extent
 
relevant,
 
and/or
 
their
 
representatives;

[Page 17]
2.  Permitting  subpoenas  as  necessary  under  Federal  Rule  of  Bankruptcy  Procedure  9016  
and
 
Federal
 
Rule
 
of
 
Civil
 
Procedure
 
45;
 
3.  Directing  that  responsive  documents  be  produced  by  a  reasonable  date  set  by  
subpoena,
 
agreement
 
of
 
the
 
parties,
 
or
 
further
 
order
 
of
 
the
 
Court;
 
4.  Providing  that  no  oral  examinations  are  authorized  by  this  Motion  at  this  time,  without  
prejudice
 
to
 
Movant
 
seeking
 
further
 
relief
 
by
 
separate
 
motion
 
if
 
oral
 
examinations
 
later
 
become
 
necessary;
 
and
 
5.  Granting  such  other  and  further  relief  as  the  Court  deems  just  and  proper.  
Dated:  May  11,  2026  
 
Scott  LaValley,  Pro  Se  
Secured
 
Creditor
 
and
 
Party
 
in
 
Interest
 
5586
 
Rivers
 
Edge
 
Drive
 
Fallon,
 
NV
 
89406
 
lavalley.scott@gmail.com

[Page 18]
EXHIBIT  A  
December  18,  2025–January  9,  2026  Email  Thread  Regarding  Engineered  Arts  Offer  
Letter,
 
Sign-On
 
Bonus,
 
and
 
Potential
 
Acquisition
 
of
 
Cartwheel
 
Assets

[Page 19]
EXHIBIT  B  
January  14–15,  2026  Email  Thread  Regarding  Proposed  Global  Resolution  and  Gene  
Wong
 
Alignment

[Page 20]
EXHIBIT  C  
January  18–20,  2026  Email  Thread  Regarding  Funded  Resolution,  Bankruptcy,  Auction  of  
Assets,
 
“Gene
 
and
 
Nevada,”
 
and
 
Proposed
 
Hold-Co
 
Structure

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UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
RECEIVED

In re

AND FILED

CARTWHEEL ROBOTICS, INC ,

MAY 20 2026

Debtor

WS BANKRUPTCY COURT
DANIEL S OWENS, CLERK

Case No 26-50278-HLB

Chapter 7

OPPOSITION OF SCOTT LAVALLEY TO
TRUSTEE’S MOTION FOR ORDER (Il)
DESIGNATING SCOTT LAVALLEY AS PERSON
REQUIRED TO PERFORM DUTIES OF THE
DEBTOR PURSUANT TO FRBP 9001(b)(5), AND
(il) COMPELLING FILING OF SCHEDULES,
STATEMENTS, AND APPEARANCE AT § 341
MEETING
Date of Hearing June 9, 2026

Time of Hearing 100 pm
Place Telephonic Hearing
Judge Honorable Hilary L Barnes
Scott LaValley, representing himself pro se individually and not as counsel for Cartwheel
Robotics, Inc (the “Debtor’), submits this opposition to the Chapter 7 Trustee’s Motion for Order

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(1) Designating Scott LaValley as Person Required to Perform the Duties of the Debtor Pursuant
to FRBP 9001(b)(5), and (11) Compelling Filing of Schedules, Statements, and Appearance at §
341 Meeting, filed at ECF No 41 (the “Motion’)
In support of this Opposition, Mr LaValley states as follows

1. Introduction
1

Mr LaValley intends to appear at the currently scheduled § 341 meeting on May 21,
2026, and answer questions truthfully under oath based on his personal knowledge Mr
LaVailey does not seek to avoid examination His objection is to being compelled to
recreate, prepare, and certify complete corporate bankruptcy schedules and statements
from memory, speculation, raw financial information he ts not qualified to interpret for

bankruptcy reporting purposes, or records he does not possess, control, or have access
to
Mr LaValley also remains willing to provide reasonable cooperation to the Trustee in
identifying, to the extent known, possible sources or custodians of records Nothing in
this Opposition should be construed as a representation that Mr LaValley has

possession, custody, or control of Debtor records or property
The Motion specifically seeks an order compelling Mr LaValley to file complete
schedules of assets and liabilities, a statement of financial affairs, and all required
documents within fourteen (14) days of entry of the order That relief is overbroad and

would impose an impossible, professionally inappropriate, and personally
disproportionate burden
Any order should be narrowly tailored to require reasonable cooperation and testimony
based on personal knowledge, not impossible performance, speculative reconstruction,
or uncompensated accounting, bookkeeping, or bankruptcy schedule-preparation work

ll. Relevant Background
5

Mr LaValley has already filed a sworn declaration with this Court addressing his lack of

possession, custody, or control over Cartwheel Robotics, Inc ’s property, records,
systems, and administrative accounts Mr LaValley incorporates that declaration by
reference

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As of the date of this filing, Mr LaValley does not have possession, custody, or control
over the Debtor's books, records, systems, assets, property, financial systems,
accounting systems, or administrative accounts
The Debtor is not currently operating as an active business

The Motion states that Mr LaValley was the Debtor’s president and person in control as
of the petition date and asserts that he is the individual most knowledgeable regarding
the Debtor's financial affairs, assets, and records Mr LaValley disputes any implication
that he currently has possession, custody, control, access, or the professional
accounting ability necessary to prepare complete and accurate schedules and

statements for the Debtor
Mr LaValley is not personally a debtor in bankruptcy The debtor is Cartwheel Robotics,
Inc

10 Mr LaValley is not a CPA, accountant, bookkeeper, bankruptcy professional, financial
records custodian, or current operator of an ongoing business He |s not being
compensated by the estate
11 Mr LaValley ts currently attempting to maintain full-ttme employment while responding to
demands In this bankruptcy case He ts not in a practical, financial, or professional
position to absorb the burden the Trustee seeks to impose

lll. Mr. LaVailey Does Not Object to Appearing and Testifying
Based on Personal Knowledge
12 Mr LavValley intends to appear at the currently scheduled § 341 meeting on May 21,
2026, and answer questions truthfully under oath based on his personal knowledge

13 Mr LavValley’s willingness to cooperate should not be converted into an order requiring
him to perform tasks that he cannot truthfully or reliably perform

14 Mr LaValley can testify to what he personally knows He can explain the limits of his
knowledge and access He can identify possible sources of information to the extent

known But he Is not an accountant, CPA, bookkeeper, or bankruptcy professional, and
he cannot personally prepare or truthfully certify complete corporate schedules and
statements based on memory, speculation, raw financial information, or records outside
his possession, custody, or control Preparing such schedules would require qualified

professionals

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IV. The Motion Is Overbroad to the Extent It Seeks to Compel
Reconstruction of Corporate Schedules and Statements from
Memory, Speculation, or Raw Records Mr. LaValley Is Not

Qualified to Interpret
15 The Trustee’s Motion asks the Court to designate Mr LaValley as the person required to

perform duties of the Debtor under FRBP 9001(b)(5) Mr LaValley does not dispute that
a corporate debtor can act only through a human representative
16 The issue is not whether someone may be examined or asked to cooperate The Issue ts
whether the Court should compel an individual who !s not personally a debtor in
bankruptcy to recreate and certify complete corporate bankruptcy schedules and
statements within fourteen (14) days where that individual lacks possession, custody,
control, access, and the accounting expertise necessary to do so

17 The proposed relief is overbroad because it would effectively require Mr LaValley to
reconstruct the Debtor’s books and records from memory, speculation, or raw financial
data he ts not qualified to interpret for bankruptcy reporting purposes

18 Preparing corporate bankruptcy schedules Is not a simple clerical task under these
circumstances It requires determining assets, liabilities, secured claims, priority claims,
executory contracts, transfers, financial history, account balances, creditor information,

and other categories of information with accuracy sufficient for filing under penalty of

perjury
19 Compelling Mr LaValley to perform that work would not assist the estate It would nsk
producing schedules that are incomplete, inaccurate, heavily qualified, and potentially
misleading It would create a false appearance of precision where none exists
20 If the estate requires schedules to be prepared from corporate records, bank records,
accounting data, creditor records, tax records, or third-party source documents, that
work should be performed by the Trustee, an estate-retained accountant, a CPA, a

bookkeeper, or another qualified professional authorized by the Court

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V. The Requested Relief Would Impose an Undue Burden and
Improperly Shift Estate Administration Work to Mr. LaValley
Personally
21 The burden imposed by the Motion ts not theoretical Mr LaValley is currently employed
full-ttme and Is under significant personal financial strain
22 The Trustee’s requested relief would require Mr LaValley to personally perform
substantial, open-ended, uncompensated work for the estate, including accounting,

bookkeeping, and bankruptcy schedule-preparation work he Is not qualified to perform
and cannot accurately complete
23 The time and disruption required to attempt that reconstruction could jeopardize Mr
LaValley’s employment and cause severe personal financial harm

24 That burden is especially unjustified where any schedules prepared under these
circumstances would necessarily be incomplete, heavily qualified, and based on limited
memory rather than relable source documents
25 The Trustee has tools available to investigate the Debtor’s affairs, obtain records from
third parties, seek turnover where appropriate, and retain professionals when
accounting, bookkeeping, or reconstruction work Is necessary

26 If corporate schedules must be prepared from bank records, creditor information,
accounting data, tax records, or other third-party source documents, that is estate
administration work [It should be performed through the estate process by the Trustee or
qualified estate-retained professionals, not imposed as an uncompensated personal

obligation on Mr LaValley
27 Mr LaValley has no comparable mechanism here He is not personally the debtor, 1s not
estate-retained, Is not being compensated, and Is being asked to personally absorb time,
cost, Job risk, and professional burdens that belong, if anywhere, in the estate
administration process

VI. Any Order Should Se Narrowly Tailored to Require
Reasonable Cooperation, Not Impossible Performance
28 If the Court grants any portion of the Motion, Mr LaValley respectfully requests that the
order be narrowly tailored

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29 A reasonable order could require Mr LaValley to
a appear at the § 341 meeting,

b answer questions truthfully under oath based on his personal knowledge,
c identify, to the extent known, possible sources or custodians of records, and
d cooperate reasonably with the Trustee’s efforts to obtain records from third parties, without
finding or implying that Mr LaValley currently has possession, custody, control, or access to
Debtor records, property, or systems
30 But any order should also make clear that Mr LaValley 1s not required to
a recreate complete corporate schedules and statements from memory, speculation, or raw
financial information he ts not qualified to interpret for bankruptcy reporting purposes,

b certify schedules or statements as complete and accurate where he lacks records or
professional accounting support necessary to verify them,

c obtain or produce records outside his possession, custody, or control,

d perform open-ended forensic accounting, bookkeeping, or bankruptcy schedule preparation
work for the estate without compensation, or
e take action on behalf of the corporate debtor beyond reasonable cooperation in his individual

capacity and based on personal knowledge
31 Such a tailored order would preserve the Trustee’s ability to examine Mr LaValley and
obtain whatever information he can truthfully provide, while avoiding an impossible and

disproportionate burden on an individual who ts not personally a debtor in bankruptcy

Vil. Conclusion
WHEREFORE, Mr LaValley respectfully requests that the Court enter an order

1

Denying the Motion to the extent it seeks to compel Mr LaValley to recreate and certify
complete corporate bankruptcy schedules and statements from memory, speculation,
raw financial information, or records outside his possession, custody, or control,

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Alternatively, if the Court grants any portion of the Motion, limiting any order to
recognizing Mr LaValley’s appearance at the currently scheduled § 341 meeting and
requiring only reasonable cooperation based on personal knowledge, including
identifying any known custodians or sources of records, without finding or implying that
Mr LaValley currently has possession, custody, control, or access to Debtor records,
property, or systems,

3

Clarifying that Mr LaValley is not required to perform uncompensated accounting,
bookkeeping, forensic reconstruction, or bankruptcy schedule-preparation work for the
estate, and

4

Granting such other and further relief as the Court deems just and proper

Dated May 20, 2026

Care La»
Scott LaValley, Pro Se
Individual and Party in Interest

5586 Rivers Edge Drive
Fallon, NV 89406
lavalley scott@gmail com

[Page 1]
CARTWHEEL ROBOTICS INC. 26-50278-RE-6-12-26 341 MOC
[Speaker 1]
Alright, we're on record. This will be track one. Calling case number 26-50278, NRA Cartwheel
Robotics, Inc.
This is the time and place for the continued 341 of Cartwheel Robotics, Inc. Let's go ahead and
do a brief roll call. Who do I have appearing for the debtor?
Myself, Scott. Scott to Scott. Mr. Lavallee. There you go. Alright. Mr. Lavallee, will you go ahead
and raise your right hand?
Yeah, hold on. Sorry. God, shoot.
Sorry. Pardon my hand. Okay.
Do you solemnly swear or affirm to tell the truth, the whole truth, and nothing but the truth? Yes.
That'll do.
Go ahead and put your hand down. Alright, and go ahead and state your name one more time in
full for the record. Scott Lavallee.
Alright. And we've got somebody else joining. Looks like Ms. Hale. I think that's from your office.
Mr. Dehu. Yes, sir.
Alright. Okay, I don't know if Ms. Hale is planning on appearing or not, but she's certainly
welcome to listen. As is anyone else who wants to listen.
Alright. Let's take appearances from creditors. Who do we have here?
[Speaker 2]
Good afternoon. Jimmy Daha on behalf of Petitioning Creditors. And Ms. Hale is from my office.
She's just going to be listening and observing.
[Speaker 1]
Alright, she's certainly welcome to do that. When you say Petitioning Creditors, just for the record,
what are those creditors?
[Speaker 2]
Let me pull up our petition. I apologize.
[Speaker 1]

[Page 2]
That's okay. I just like to have names on the record. Of course.
[Speaker 2]
Sorry for the delay. RSF Robotics 1. Okay.
RSF Master LLC. Wong Family Revocable Trust. Nevada Battle Born Growth Escalator, Inc.
[Speaker 1]
Okay. Alright, and then Mr. Haltman, if you'll make your appearance.
[Speaker 2]
Jacob Haltman, appearing on behalf of the Justice Cemetery.
[Speaker 1]
Alright. So remind everyone at this time that this meeting is being recorded for the record. The
only allowable recording is the recording which I'm making.
If there's any other parties recording this proceeding, they should stop. Also remind everyone that
testimony today is under penalty of perjury. I'm going to remind everyone again that anyone
questioning the debtor needs to state who they represent for the record.
So that it's very clear. I'm going to ask that no one talk over anyone. So we don't have a muddled
recording.
So that everything is clear. Alright. Alright, so procedurally where we're at is there was a motion
to designate and compel filing of the schedules that's entered.
So there will likely be schedules filed sometime in the future. And that is going to eliminate about
30 to 40 pages of my questions. So I'm going to hold off on those questions until the schedules
are filed.
And we'll see if we can't eliminate a bunch of those questions just by having those schedules
filed. I do want to ask a few questions today of the debtor. And Mr. LaValle is here. He's good
enough to be present answering questions on behalf of the debtor. I wanted to ask because we
have a few documents that have been produced. And I have some holes in my understanding.
And I'd like to try and plug a few of those holes. I'd like to talk a little bit about the October 21st.
Well, let's call it the October offer from Engineered Arts.
And so, Mr. LaValle, let me see if I can find anything. Let me see if I can find this thing here. Let
me see if I can figure out how to flash it up on the screen.

[Page 3]
That thing. Alright. Okay, I think I did it.
Is everyone able to see this thing here? Yes. Yes, but without glasses, not well.
Without glasses, not well. Alone in mine. Alright.
I don't think that helps. Okay. I can fiddle with the size a little bit.
Do you recognize this document at all? I do. There were multiple documents over a long period of
time from Engineered Arts.
I'm sure that is one of them. That's one of them. Alright.
How is it that you recognize this document? I think I was involved in some of the discussions.
Alright.
And what does this document appear to be to you? I believe it says it right there. Nonbinding
Acquisition Proposal.
Alright. So, I guess this goes to my next question. So, there was a Nonbinding Acquisition
Proposal received by the debtor in or around October 21st, 2025.
Is that right? Yep, and there were ones received prior to that. Okay.
And were those also from Engineered Arts? Yes. Alright.
What was the first... Hold on. We've got someone who might wish to join us.
Let me see if I can figure out how to do that. There we go. Alright.
I think we might have someone joining us by phone. We'll pause for a second so that if there's
someone joining us by phone, he may make his appearance if he so desires. Mr. Wong, are you
out there?
Yes, I'm here. Eugene Wong. Alright.
And would you just state your appearance one more time for the record? Eugene Wong. Alright.
And in what capacity are you appearing in, sir? Petitioning creditor for the Reno Seed Fund.
Okay.
Alright. I believe you're appearing by phone, so you are not able to see the document that I have,
but we're talking about a Nonbinding Acquisition Proposal that was received by Cartwheel
Robotics, and I was about to ask Mr. Livali, who indicated that there had been other offers
received previously. So how many offers did Cartwheel Robotics receive for an acquisition from
Engineered Arts prior to October 21st?

[Page 4]
I don't recall the exact number, but I believe there were three attempts to acquire us. Alright. Do
you recall roughly the time the first attempt was received?
I don't. I believe maybe it was middle of 2025. And then you said there might have been up to two
other attempts before that, or rather subsequent to that, but before this one?
Yeah, I don't. I don't recall exactly the dates or the order. Alright.
Did they result in formal offers? I believe the first one was mainly verbal and through email. Okay,
verbal and through email.
And then the second one? I believe the second one is maybe what we're looking at here. Okay.
Or this might be the third one. I don't recall. Okay.
So there was at least one prior to October 21st, and then there may have been more prior to
October 21st? I believe there were three. There were three total, or three before October 21st?
Three total. Three total. Okay.
So this would have been one of them. There may have been one previous, and there may have
been one after? I don't recall the order.
Okay. But you're pretty sure there were three total offers? I'm not sure.
But I believe there were three. Really? Three?
I don't know if all were formalized. The first was, I believe, was not. Okay.
So the first one was probably not. Alright. So let's talk about this one.
When did discussions begin with Engineered Arts relative to this offer? Probably a week before.
Okay.
Alright. Maybe two weeks before. Okay.
But mind you, Engineered Arts had been trying to acquire us for some time. Alright. And so it
wasn't unusual that they made an attempt to acquire you?
That's correct. Alright. And who initiated the discussions that led to this offer?
I believe they reached out to me. I think I may have posted something about the company. I don't
know.
Alright. And when you say they reached out to you, who on their side would have reached out? I
believe it was Joe.

[Page 5]
And for the record, who's Joe? Joe is Chief of Staff to Nick. Joe is Chief of Staff to Nick.
Does Joe have a last name by any chance? I think it's in one of my documents that I filed. I don't
have it in front of me.
Alright. And then who on the side of Cartwheel would have participated in the discussions about
this acquisition proposal? This one particularly?
[Speaker 3]
Yeah, this one in particular.
[Speaker 1]
It would have been probably me, primarily. Alright, you primarily. Would anyone else have
participated?
I don't believe so. Alright. Maybe Samantha.
Maybe Samantha and one call. Maybe Samantha and one or two calls. Okay.
Alright. And when was this offer received? I believe the date's right there, October 21st, 2025.
I know that it's dated. My question is, was it received? I'm assuming that was the date it was
received.
I do not have any better understanding. Okay. Alright.
And was the board informed of this offer? The board was informed, yes. 100%.
Along with corporate counsel. Alright. So set the stage for me.
When you say the board was informed, who was on the board of directors for the company on
October 21st, 2025? I don't recall. You don't recall?
The board changed. You don't recall any of them? I do not recall.
You don't recall anybody who was on the board? It may have been Samantha at the time. It may
have been Modar.
It may have been myself. Was Gene Wong on the board at this time? I don't believe so.
[Speaker 3]
Alright.
[Speaker 1]

[Page 6]
Were there any other independent officers or directors who were on the board, or independent
board members, I should say? Independent directors? I think we may have had an observer at
one point.
And who would that have been? It would have been Trey Roski. I'm sorry.
Say that again? Edward Roski. Edward Roski.
And who is Edward Roski in relation to the company? He's the founder, in relation to the
company. In relation to Capital Robotics.
We had no relationship with the company, other than being an observer. Okay. Alright.
And I preference that with that I believe he ended up officially becoming an observer. I know
there were some concerns about becoming an observer or participating in any sort of board
related activities, knowing that there were threats of litigation made against the company on
multiple occasions. Okay.
Put a pin in the threats of litigation because I want to come back to that. Yep. Alright.
And then you said corporate counsel was also involved. Who was corporate counsel at this
point? I believe it was at a transition point between Fenwick and West and Eric.
And who's Eric? Eric is the last counsel to Cartwheel. I forget the name of his firm.
Does Eric have a last name? He does. I don't have it in front of me.
Okay. But I think I spelled that out in the first 341. Okay.
Alright. So this was presented to the board. And did the board vote on this proposal?
Yes. And how did that vote go? I don't have the meeting minutes in front of me, so I cannot say.
You don't know if they accepted the proposal or rejected it? I believe it was accepted if it was
signed. Okay.
It's accepted. It's signed. Alright.
And were shareholders informed of the deal? I think this was a non-binding acquisition proposal,
not a deal. Were shareholders informed of the proposal?
The shareholders were not informed, to my understanding, unless corporate counsel informed
them. Okay. Alright.
Were any major creditors informed of this proposal? I do not believe so. Alright.

[Page 7]
And then we already covered counsel was consulted with respect to the proposal. Is that correct?
That's 100%.
Alright. Okay. They were involved in all aspects of the company at every point in time.
Okay. Alright. So tell me, you mentioned threats of litigation.
Who was threatening litigation? Well, generally. Was anyone threatening litigation against the
company as of October 21st, 2025?
I believe there was a demand letter that was received either around this time or after this. And
what was the substance of the demand letter? I believe it was to demand a board seat and
protective provisions.
So there was a demand by Mr. Wong. Was that in his individual capacity? It's unclear in what
capacity he was bringing that as.
So you don't remember what hat he might have been wearing with respect to that demand? I
don't think it was made clear in the demand, but it may have been.
[Speaker 3]
Okay.
[Speaker 1]
I think he was claiming to represent all investors. Okay. But I don't believe he was.
Alright. So he had a demand letter and he wanted a board seat. And then what other demands
were in that letter?
His protective provisions. And what provisions were those? I think those were filed with the state
of Delaware as part of an amendment to our COI.
And what did those provisions call for? There was a whole list of items. I don't have that in front of
me.
Do you have any idea what the major ones were? I don't. Other than veto over all major
decisions.
Okay. So he wanted a veto over all major decisions, meaning he wanted to control the board, he
wanted to have final say, he wanted to be CEO. How exactly would he have it?
I don't know what he wanted, but I know he wanted to control all outcomes. Okay. So he wanted
to control all outcomes.

[Page 8]
Alright. What did he assert was the basis for him receiving these concessions? I think he
referenced the convertible note and the financing round overall.
Okay. So he had a convertible note and financing round and he said that gave him a right to a
board seat and these protective provisions. That's right.
That's correct. Okay. Alright.
And you said, was this the first time that he threatened litigation? He threatened litigation multiple
times. The second one was threatening to tank any financing deal if he were not given his
protective provisions and veto rights.
Okay. When you say tank any financing deal, what exactly did he say? No idea what he meant by
that, but that's what he said.
I'll tank the deal. Alright. Did he say that with respect to this proposal or was it a different
proposal?
I think he said it before this proposal. Before this proposal. And then he said the demand letter,
which of course had a chilling effect.
Okay. To all discussions. Alright.
So the demand letter you're talking about, was that received before or after October 21st? I
believe that it was before. Okay.
So you received a demand letter. Did you disclose this demand letter to Engineered Arts in
connection with your negotiations for this proposal? I believe Engineered Arts was aware of it.
Okay. You believe they were aware of it, but did you disclose it? I don't recall if I did or not.
Okay. Alright. So there's this deal.
It looks like, how much money was this deal for or this proposal for? Do you recall? I don't.
It was a bit convoluted. It was a bit convoluted? It was a bit convoluted in the way it was
structured.
Explain to me how it was convoluted, what were kind of the broad strokes as you understood
them. I think it was structured as an asset purchase. I believe they wanted to provide equity
instead of cash.
I believe there were incentives built into it that were not comfortable for me, which led to me
withdrawing from the proposal. Alright. We'll get to why everything goes bad.
Alright. We'll relive the happy memories together. I just want to know what are kind of the rough

[Page 9]
terms of this deal.
So they were offering, they wanted equity, they wanted, what did they want? They wanted equity
and they had very little, I think, cash to put into the deal. And I think they were trying to figure out
how to make it work.
Especially considering what they knew about the overall makeup of the investor, the note holders.
Alright. So they wanted some kind of share of equity.
Do you recall what in terms of equity they were wanting? What was equity they were offering?
They were offering, okay.
So they were offering, were they offering Cartwell equity or were they offering you personally
equity? No, they were offering, this was all Cartwell. Okay.
So Cartwell would have taken an equity share in Engineered Arts and... Well, that was the
confusion. Was it Cartwell or was it the investors, the note holders that were getting equity?
Okay. It was very confusing as to who was getting equity, what amount of equity, what approvals,
buy-in were necessary to move the needle. Alright.
So someone was going to get equity and it was unclear if it was going to be Cartwell as a
corporation or if that equity was going to be dispersed among shareholders or creditors. There
was some kind of confusion? And the other part is, I think they were trying to commingle
employment agreements within the acquisition strategy, which again felt very uncomfortable.
[Speaker 3]
Okay.
[Speaker 1]
Alright. And what was the employment agreement? I think it was, we never received one.
Okay. They didn't want to talk about employment other than through this proposal. Okay.
Alright. So I think it was an acquihire, right? It was an asset acquihire.
Okay. So they were... More or less what it was being referred as.
Alright. So buying assets, hiring someone, and giving an equity share in Engineered Arts. Is that
roughly the deal?
Yep. I think so, yeah. Alright.
I mean, it's laid out in that document that you have up here. But without going through and

[Page 10]
rereading it, it's a bit... I've also read it and it's a little confusing.
Exactly. So this is why I'm asking you. My point.
Alright. So you have this thing and it provides, would it have paid off the debts of the debtor?
What all would it have done?
I don't know if it would have satisfied them or not. I believe some of the investors probably wanted
more and were a bit greedy. Okay.
Alright. Well, I'm sure they probably all wanted more. The question is, what did this deal do?
And did it pay off the creditors and debts of the debtor or not? Yeah, I don't know what it would
have done. Okay.
Alright. So you signed this thing. Is that right?
Yep. You communicated it to the board. The board voted to accept it, we think.
So what happened to the deal? Why didn't it go through? Well, I think the company was running
out of money around this time.
And Council, which was a combination of Fenwick and West and Eric, both strongly indicated that
there was no money to close on this deal. We didn't have the money to close on this deal. And at
the same time, we were raising money, and I believe we were approaching a term sheet for a
round.
And because Engineered Arts was offering a loan, a secured loan against all assets as part of
this, it really started to feel uncomfortable to move forward with it. Also, I believe everything was
contingent on extensive due diligence in speaking with the team and getting all the key personnel
identified and on board with supporting moving forward. And at the time, I believe most of the
employees were looking for new jobs.
So it's really hard to stand behind a team that is all shopping. Okay. So they wanted a security
position against the debtor's assets?
I believe that is spelled out here or in a document that may have followed. Okay. And so they
wanted to be secured against all of the debtor's assets, is that right?
Yeah, and I believe even toward the end of this conversation, they wanted to become senior to
everything. Okay. All right.
So I thought you mentioned that the demand letter from Gene may have chilled this proposal.
That didn't come up in the explanation you gave. How would Gene's demand letter have chilled
the proposal?

[Page 11]
I don't know. You'd have to ask, I think, the Engineered Arts. Okay.
What impact it had, especially with any conversations that took place after this proposal was
moving forward with this ended. So ultimately, you're saying you chose to reject this proposal? I
chose to reject this proposal to instead pursue a strong financing round with a large CVC.
Okay. And did the board also vote to reject this proposal? You'd have to look at the meeting
minutes.
I don't recall. All right. You don't recall if the board said, no, no, let's take this?
I don't. I believe Modar resigned from the board right around this time. Okay.
So, yeah, I don't know. Okay. All right.
So this got rejected because you were uncomfortable with terms. And what happened after this
was rejected? We continued the due diligence with the CVC.
Actually, the due diligence was happening prior to the signing of this. But upon signing it, I had to
pause on continuing to support that due diligence because I believe this had a clause in it where I
couldn't shop or something like that, which was a really awkward period because they wanted to
continue doing due diligence, and I was unable to respond to any of their requests, which was
putting pressure on, do we move forward with this or not? Okay.
All right. So were you able to attain that other round of financing? No, because that round, the
term sheet came in around, I believe, the December time frame after continuing due diligence
with them.
And it was contingent on raising a certain amount of money before, I think, the end of the year,
which was nearly impossible to do considering we were in a holiday period. Okay. So this deal
didn't go through.
Was there another offer for acquisition from Engineered Arts? I believe you'd have to ask Gene
Wong about what took place beyond that. I believe there were discussions that I was not involved
in that happened after October.
Why were you not involved in them? I believe Nick and Gene were communicating, and that did
not involve me. Okay.
So Nick and Gene may have communicated somehow about acquiring Cartwheel Robotics, and
they didn't talk to you. I believe Cartwheel Corporate Council was involved in some of those
discussions. I don't know to what degree.
All right. And this would have been Eric at this point? Yes.

[Page 12]
All right. And was another offer from Engineered Arts ever received? Not to my understanding.
Okay. Do you know why it wasn't received? I don't.
I'd love to know why. Okay. All right.
Let's see. Okay. Let's see.
We talked about that. Okay. I wanted to plug one hole in the insurance questions I asked you last
time.
Did Cartwheel maintain directors' and officers' insurance? Yes. And who was the carrier?
I don't have that information. All right. Do you know what the policy limits were?
I don't. All right. Do you know what the policy periods were?
I don't. Do you know if tail coverage was purchased? I believe we had tail coverage.
Okay. All right. Has any claim to your knowledge ever been filed on the D&O policy?
Yes. Who filed that claim? I believe Eric filed it on behalf of the company.
And when did he file that? Probably around the time that Gene sent the demand letter. Okay.
Did anything come of that claim? I don't believe they agreed to support or cover. All right.
So you mentioned that Gene Wong sent you a demand letter sometime around this time. Were
subsequent demand letters received? I believe it was only one, but they were being sent to
corporate counsel.
So, I mean, I only saw one. Okay. I saw one.
Multiples may have been sent. But, again, Fenwick was checking out, and we had a real
interesting situation on our hand with all the activities that were ongoing and not having corporate
counsel. Okay.
All right. Is there anything else that I need to know about this October 21st proposal? I mean, I'd
love to read it and get back to you.
I'm sure there is quite a few things that you should know. But without rereading it again, I wouldn't
be able to tell you in real time. Okay.
I mean, it's on the court documents. Yeah, yeah, no, I just— You can obtain the court documents.
I could read it again, but if you would like me to do so and give you some feedback, I can't.
All right. Well, I mean— But it doesn't matter if that's what you're asking. I'm going to have to set a

[Page 13]
continued meeting anyway because I need to have statements and schedules and see if I have
questions about those.
I've talked a lot. So why don't we go ahead, and if there are creditors who have questions, or Mr.
Hallman, if you have questions, we'll go ahead and move through that. The only attorney here for
creditors is you, Mr. Dahoo, so I'm going to turn the time over to you. If you have questions you'd
like to ask, the debtor's representative at this time.
[Speaker 2]
Thank you, Mr. Sims. Hi, Mr. Rebelli. How are you this afternoon?
Doing great, yourself? Good. So you mentioned that you didn't know what the October 21, 2025
deal entailed.
You said it was confusing. Did you make efforts to understand what the deal would entail?
[Speaker 1]
Oh, 100%. 100%. I believe I spent quite a bit of time with corporate counsel reviewing and going
through that.
[Speaker 2]
And that didn't give you clarity on what the deal entailed?
[Speaker 1]
Oh, I'm sure at the time it gave me great clarity. But that was back in October, which is over eight
months ago.
[Speaker 2]
Okay, so you don't know how that would have, as the CEO of the company, you don't know how
that would have altered the course for Cartwell? I guess, what are you asking? You don't know if
that would have benefited Cartwell, that you could have moved forward, paid creditors, continued
with operations?
[Speaker 1]
It probably would have benefited, but also raising a large $15, $20 million round would have
benefited. And I believe Gene Wong was always looking for that unicorn and had threatened,
actually, me litigation if I didn't turn down an offer, the first offer from EA.
[Speaker 2]

[Page 14]
Separate from your allegations on Gene Wong, you were the CEO, correct? Yes. You made the
decisions, correct?
Well, me and the board made the decisions. And the board was, you said, basically yourself and
possibly Samantha and possibly…
[Speaker 1]
The board changed throughout because nobody wanted to be on the board, honestly, because
the company was so toxic.
[Speaker 2]
Well, I asked you at your last 341 meeting who approved these secured notes to you, to
Samantha and to Bill, and you said you did because you were the board.
[Speaker 1]
At the time of those approvals, I was the board. That's right.
[Speaker 2]
Board, okay. At ECF 63, you have a December 18, 2025 email where you receive… There are
emails where you are receiving an offer letter from EA and you thank them for that offer letter.
Do you have a copy of that offer letter? I don't know. Can you share it?
Can you show me what you're referencing? ECF 63. That was what you filed.
[Speaker 1]
Can you put that up on the screen, please?
[Speaker 2]
I don't know that I know how to do that.
[Speaker 1]
Let me see if I can locate it.
[Speaker 2]
So, Mr. Sims, it's ECF 63. All right. Pages 2 and 23.
[Speaker 1]

[Page 15]
You have to be patient with me. Yes, sir. Thank you.
Sorry about that. Let's see if I've got ECF 63 floating around in here. All right.
I will pop it up on the ECF 63. There we go. Is there a particular page that you want shown?
Yes, please.
[Speaker 2]
Page 23. 23. Thank you, Mr. Sims. There you go. So, if you see, if you go a little bit down, Mr.
Sims, I'm sorry. It says, Good day, Scott.
I've attached an offer letter from Engineered Arts. Nick would appreciate that for 15 minutes. And
then in the next email, can you thank him for that offer letter?
Do you have a copy of that offer letter?
[Speaker 1]
If it's from a Cartwheel Robotics domain, I do not. If it ended up in my Gmail account at some
point in time, then I do.
[Speaker 2]
It looks like, well, if you scroll up, and I'm sorry, Mr. Sims. If you scroll up, it looks like you
responded to him from your Gmail account. So, I don't know how it got from your Cartwheel
account to your Gmail account.
But that whole email chain pretty much discusses an offer letter. You continue to reference the
secure creditor has all the assets, but you're looking for a global resolution. This was around the
time you said that Cartwheel was pretty much insolvent, didn't have money to close on a deal,
and didn't have assets anymore.
So, what were you trying to negotiate at this point in time?
[Speaker 1]
I don't think I was. I'm not sure, without rereading this, what was being negotiated. But I believe I
was just directing Nick to speak with Gene Wong and secure the creditor.
[Speaker 2]
That is the email. Well, and I'll represent to you. No need to scroll further.
Thank you, Mr. Sims. On December 30th, you respond basically with your responses to various

[Page 16]
parts of the offer letter. You've compared it to agreements under companies you've worked at
previously, Google and Disney.
Oh, this is the employment offer? I'm asking you what this offer was, because it sounds like you
were negotiating an acquisition of Cartwheel, along with payment of secured assets.
[Speaker 1]
So, separate of that, they were trying to, I believe, hire the team. The team that you had let go
recently? The team that was laid off.
I think they wanted to hire everybody, and they wanted to hire me.
[Speaker 2]
Were you still maintaining contact with your team as you referred to them?
[Speaker 1]
In December, I probably was in contact with one individual.
[Speaker 2]
Okay, so you could speak on their behalf if you were negotiating a deal with EA to acquire the
team? I wouldn't speak on their behalf, no. Well, but what were you negotiating, though?
I mean, you just said they were probably trying to acquire the team, so how could you negotiate
for their acquisition of a team you didn't have control over?
[Speaker 1]
I wasn't talking about or speaking with them about acquisition of the team. That was their own
doing. I was talking to them about employment for myself.
Excuse me, I just want to jump in real fast and just remind everyone, I know we get very caught
up in the rapid fire going back and forth. We are making a recording of this. The recording does
have to be clear, so I just ask everyone, please don't talk over each other.
Let everyone finish their sentences so the recording is clear.
[Speaker 2]
I'm sorry, Mr. Sims, and I apologize, Mr. Lavalle, if I talked over you.
[Speaker 1]
I'm the worst at it, so it's fine.

[Page 17]
[Speaker 2]
Mr. Lavalle, you explained the January emails. You followed some documents today, and I've had
a chance to review them, and in those documents you basically said your January emails were
nothing more than making an introduction between EA and the secured creditor so that the
secured creditor could get paid. That was your goal.
Is that correct?
[Speaker 1]
They were interested in acquiring the company, and I believe they were interested in the assets
of the company since the proposal was an asset acquisition.
[Speaker 2]
In January of 2026, the proposal was an acquisition of the assets.
[Speaker 1]
I don't know what it was at that point, other than they wanted to speak with who controlled the
assets of the company.
[Speaker 2]
Okay, and at that point, the landlord controlled the assets of the company. Is that correct?
[Speaker 1]
I believe that's correct.
[Speaker 2]
And if I understood everything, you filed in the docket per your prior comments, per the appraisal,
the assets were valued at an amount that were insufficient to satisfy the landlord's secured claim.
Is that correct?
[Speaker 1]
I believe that's correct, yeah.
[Speaker 2]
Okay. And neither you nor the landlord believed that – well, at least as I understand it, you don't
know where the IP or the Yogi robot were in January of 2026. Is that accurate?

[Page 18]
[Speaker 1]
The assets were signed, I believe, in December. Is that right? As soon as they were assigned,
and since then, I do not know what took place.
[Speaker 2]
That's right. So your testimony is the IP and the Yogi were assigned in December of 2025?
[Speaker 1]
Whenever the eviction assignment happened is when things were transferred. Okay. So I don't
have the paper in front of me, but I believe the landlord did file something recently that has that
exact date on it.
[Speaker 2]
Okay, so if I recall from your last 341, you basically said you left all assets of Cartwell at the lease
premises. You left the keys there, and you basically just left, and the security – the landlord took it
over from there. Is that accurate?
[Speaker 3]
Yeah.
[Speaker 2]
Okay, so the IP and the Yogi robot were in the lease premises in December when you left the
keys? Everything. Everything was in the premise.
So presumably the landlord has possession of the IP and the Yogi robot.
[Speaker 1]
Well, how many months ago was that?
[Speaker 2]
December of 2025.
[Speaker 1]
That would have been almost over six months ago. They may or may not. I don't know.
You'd have to talk with them.
[Speaker 2]

[Page 19]
But they had it when you left – they were in the building when you left the keys to the landlord. Is
that accurate?
[Speaker 1]
Yeah, and it was the company. It was everything. Okay.
[Speaker 2]
As I understand your appraisal that you received, the appraiser pretty much said that the IP and
the Yogi robot were valueless without the team.
[Speaker 1]
I believe they may have said that, and I believe that also was echoed multiple times by
Engineered Arts.
[Speaker 2]
Okay, so I think we just need more clarity. I don't know. I will leave it to the trustee to follow up,
and we can follow up as well.
We'll need more clarity on what you were negotiating in January because it sounds like – I didn't
think I was negotiating anything but an employment offer. Okay, but it sounds like you were
negotiating an acquisition.
[Speaker 1]
They were trying to purchase the – No, I was not negotiating an acquisition.
[Speaker 2]
Well, I mean, what value would the assets in the hands of the landlord have if you have an
appraisal saying those assets lack value without – You know what?
[Speaker 1]
You would need to talk to the landlord. You'd need to talk to Eric, corporate counsel, and you'd
need to talk to your own client about what was taking place during that time.
[Speaker 2]
Okay, but you're the one that commissioned the appraisal, correct? Yes. And the appraisal says
what it says, and we don't need to argue about that, but it says what it says.
When was the last time you saw the Yogi robot? Probably when I vacated the premise. Okay.

[Page 20]
Can I ask you? On your LinkedIn page, you have a video of the Yogi robot operating in the San
Francisco Bay Area. When was that recorded?
[Speaker 1]
I believe that was recorded when we were in the Bay Area looking for funding.
[Speaker 2]
And what month was that?
[Speaker 1]
It would have been probably early October maybe. Okay.
[Speaker 2]
Can I ask you? So in your filing today, you basically say the UCC-1s that the landlord, Samantha,
and yourself filed, there was nothing mysterious about them. They were simply logical to protect
your secure position.
Yep. Is that accurate? Yeah.
Okay. Do you know why your father did not take that action before to file a security interest?
[Speaker 1]
We have to ask Craig Macy why nobody at the time of signing of those notes filed UCC.
[Speaker 2]
Do you know why you, Samantha, or the landlord decided to file UCC-1 on October 21 right after
receiving the EA non-binding proposal? How did you learn that you had to file it?
[Speaker 1]
I believe at the time we had that proposal from EA, and I was very concerned about the language
in it and concerned about my notes and did some research and realized that it wasn't fully
perfected.
[Speaker 2]
Okay. So you filed your UCC-1 to perfect your security interest before proceeding further with
financing from EA. Is that accurate?
I believe if that's what the timing says, that's what happened. Okay. Do you know why Samantha

[Page 21]
decided to file her UCC-1 on that same day?
Did you tell her to file it because of that reason?
[Speaker 1]
I believe we sat right next to each other and both understood the same thing.
[Speaker 2]
Okay. Do you know why Bill LaValle decided to file UCC-1 on that same day? Did you inform him
to file one to protect his interest?
You'd have to ask him.
[Speaker 1]
Hold on. I'm going to jump in here. He doesn't have to ask him.
The question was put to you. From your personal knowledge, do you know why Bill LaValle filed
on that day? Hey, do I know?
I do not know if Bill LaValle filed on that day. Okay. So it's coincidental that you, Bill LaValle, and
your sister all filed within the same half hour.
Is it a coincidence? Maybe. All right.
Mr. J. I did not.
[Speaker 2]
Thank you, Mr. Sims. Just a couple more questions, Mr. LaValle. So you said Gene Long
allegedly sent a default letter to you, to Clarkwell.
Is that accurate? Yes. If I heard you correctly, correct me if I'm wrong, you testified that you did
not make EA aware of that demand letter.
Is that accurate? No, I think they were made aware of it. You said you did not personally make
them aware of it.
[Speaker 1]
Is that accurate? I may or may not have. I don't know what was shared.
I'd have to gain access to records and look through emails to know whether that was shared by
me or by corporate counsel.

[Page 22]
[Speaker 2]
Okay. So as of now, you don't know. You don't know if they were aware of it.
Is that accurate? The demand letter? I believe they were.
I just don't know how they were made aware. Okay. So you believe they were made aware of it.
Okay. And you said that you believe his demand letter chilled the EA proposal. Do you know
why?
Can you explain that belief? I'm sure that a demand letter would have a chilling effect. Okay.
Do you believe that the security interests that you, your father, and your sister filed had a chilling
effect on the EA proposal? I don't know. You don't know if almost $400,000 or $500,000 of debt
that they would have to pay chilled a proposal to finance for corporate?
I doubt it did. Okay. You mentioned, you just, you mentioned a couple of sentences ago.
While Trustee Sims was asking you questions, you said you were confused by the EA offer letter.
But just a couple of moments ago, you said you were not happy with certain of the proposals in
that EA letter. What were you not happy with?
What gave you concern? I'd have to reread it. Well, you just said you had some concern about
the proposal.
Earlier, you said you were confused about the proposal, but you did, you tried to work through
that confusion with your attorney. But you can't tell me what the result of those conversations
were with your attorney. You can't tell me what was confusing, and you can't tell me what you
were concerned about.
Is that right? That's correct. I need to reread it.
You basically know nothing. You are the CEO of the company, and you know nothing about a
proposal that would have saved your life's work in Cartlow.
[Speaker 1]
You can say that all you want. That was six plus months ago. So I would need to review that
again.
[Speaker 2]
Okay. You say you're unavailable for two weeks in June. May I ask why?
Vacation. Vacation. You aren't available in two weeks in July.

[Page 23]
May I ask why? Vacation. Vacation.
I believe Samantha's also unavailable those time periods as well. Do you know why?
[Speaker 1]
I don't.
[Speaker 2]
You don't? Okay. Do you anticipate Samantha will come with you at any continued 341 meeting?
[Speaker 1]
I anticipate that we will support and assist however we can. Okay. Can I ask you, do you have a
good relationship with Samantha and your father?
[Speaker 2]
I have a decent relationship with them, yeah. Do you live close to them?
[Speaker 1]
Samantha and I live in Fallon and in Fernley. In Fernley. And how far of a distance are those two
locations?
Well, we can pull up Google Maps and give you an exact number of miles. That's all right. Do you
see your father often?
[Speaker 2]
I don't. You don't? Do you talk to him often?
Not as much as I should. Okay. But when you talk, do you have a friendly relationship?
Is that accurate? Yeah. He's my dad.
Okay. And you don't talk to him at all about any of the assets he may have from Cartwell to try to
answer some of the trust issues?
[Speaker 1]
I don't want to talk to him about it.
[Speaker 2]
That's right. Okay. So you've made no effort to get the information the trustee has requested at

[Page 24]
now a second 341 meeting from your father.
Is that accurate? That's correct. Okay.
Thank you. I think that's all I have. And Mr. Sims, I would just ask, I don't know if you are
considering extending the proof of claim deadline. I would just ask if you wouldn't mind please
considering that.
[Speaker 1]
Well, I generally don't address that kind of thing here in 341. However, because it's come up, I'll
go ahead and I'll break protocol and address it. I've researched this issue on other cases and
extending the 341, not 341, the claims bar date is not a thing.
So what happens when it passes and claims have not been filed is that either parties in interest
or I myself or the predators themselves can bring a motion to have their claims deemed timely.
And I've done that before when appropriate, but I can't extend a bar date. The bar date is set
statutorily.
I just don't have a way to, I don't believe that I have the authority to do that. So if people are going
to file proofs of claims, they should do it by the bar date or they run risks.
[Speaker 2]
Thank you, Mr. Sims. Thank you for addressing that. I appreciate it.
[Speaker 1]
All right. Mr. Haman, do you have any questions for the debtor's representative at this time?
[Speaker 2]
I don't have any questions at this time.
[Speaker 1]
All right. I'll note that everyone, I'm not going to prevent anyone from asking questions of the
debtor. Debtor's representative, I should say, at a continued 341 once we have schedules.
All right. So, Mr. Lavalle, you've indicated that you are gone from June 15th to June 27th and July
20th through August 1st. All right.
So 14 days will be the 25th of June. I'm not going to make anyone show up on the July 4th week
because no one will show up. All right.
I'm looking at July 13th at 1.30 for a continued 341 date. Mr. Haman, is that a workable date and

[Page 25]
time from your perspective? Yes, that should be fine.
All right. I can do earlier. I can do later.
I can make myself available the whole day. All right. Whatever is convenient for the other parties.
Mr. Dehu, workable date and time July 13th at 1.30? July 13th works. Thank you, sir.
All right. And then, Mr. Lavalle, July 13th, is that a workable date and time for you? If that is
outside my two windows that I provided, then it should be.
I believe it is because I believe the two windows provided end June 27th and start again on July
20th. So, July 13th, 1.30, should be outside those windows. That's a Monday?
That is a Monday. I will be in Boston, I believe, that whole week. I believe they have internet in
Boston.
Yes, if I'm traveling for work, that's a problem. Well, could we do the following week? No, because
you said that you were unavailable.
That's when I'm unavailable. Can we do the week before? We can try the week before.
Let me take a look at the week before. The week before, I can probably... Well, let's see.
Let's see if I can get the calendar to work. I can probably accommodate people on July 10th. Mr.
Hammond, is July 10th at 1.30 a workable date and time for you?
[Speaker 2]
Yes.
[Speaker 1]
Mr. Danger, is July 10th a workable date and time for you?
[Speaker 2]
Yes, Mr. Sims, and I just had a follow-up too. Do you anticipate that you'll request that Ms.
Conway appear for a 341 or not? Well, the court's entered an order, I believe, compelling her to
attend.
[Speaker 1]
So, whatever's in the order is what controls. I don't control what's in the court order. Yes, sir.
Thank you. For clarity, so that would be both Samantha and I in the same call or separate calls? I
prefer you both.

[Page 26]
Okay. You never have enough. All right.
We'd have to just check with her. I don't know if she's available or not. Well, if she's not here, she
doesn't get to complain about setting the time.
So, we're going to go ahead and set the time. And that'll be July 10th at 1.30. And we'll pick back
up at that time, everyone. Thank you, everyone, for your attendance here today.
Thank you, Mr. Sims. We'll take a look and see where everything sits on July 10th at 1.30 p.m.
via Zoom. All right.
Thank you, everyone. We'll stand and continue. Thank you.
Have a good weekend.

[Page 1]
UNITED  STATES  BANKRUPTCY  COURT  
DISTRICT  OF  NEVADA  
 In  re:  CARTWHEEL  ROBOTICS,  INC.,  Debtor.   Case  No.  BK-S-26-50278-HLB  Chapter  7   
NOTICE  OF  CLARIFICATION  AND  RESPONSE  TO  
PETITIONING
 
CREDITORS’
 
CHARACTERIZATIONS
 
AT
 
JUNE
 
9,
 
2026
 
HEARING
 
 Scott  LaValley,  appearing  pro  se  as  a  secured  creditor  and  party  in  interest,  respectfully  submits  
this
 
Notice
 
of
 
Clarification
 
and
 
Response
 
regarding
 
certain
 
statements
 
and
 
characterizations
 
made
 
by
 
Petitioning
 
Creditors’
 
counsel
 
at
 
the
 
June
 
9,
 
2026
 
hearing.
  This  Notice  is  not  intended  to  reargue  the  Court’s  ruling  designating  Mr.  LaValley  and  Samantha  
Conway
 
as
 
persons
 
required
 
to
 
perform
 
certain
 
duties
 
of
 
the
 
corporate
 
Debtor
 
under
 
Federal
 
Rule
 
of
 
Bankruptcy
 
Procedure
 
9001(b)(5).
 
Mr.
 
LaValley
 
will
 
comply
 
with
 
the
 
Court’s
 
order
 
in
 
good
 
faith,
 
answer
 
questions
 
truthfully,
 
and
 
assist
 
the
 
Chapter
 
7
 
Trustee
 
based
 
on
 
information
 
within
 
his
 
knowledge,
 
possession,
 
custody,
 
or
 
control,
 
or
 
reasonably
 
available
 
to
 
him.

[Page 2]
This  Notice  is  submitted  for  a  narrow  purpose:  to  correct  and  clarify  Petitioning  Creditors’  
hearing
 
characterizations
 
that
 
attempted
 
to
 
convert
 
isolated
 
documents,
 
isolated
 
communications,
 
family
 
relationships,
 
and
 
transaction
 
timing
 
into
 
a
 
broader
 
narrative
 
of
 
possession,
 
custody,
 
control,
 
or
 
family
 
collusion.
  Petitioning  Creditors  used  the  June  9  hearing  to  place  serious  and  reputation-damaging  
accusations
 
on
 
the
 
record
 
while
 
relying
 
on
 
selective
 
fragments
 
and
 
misleading
 
inferences.
 
They
 
characterized
 
the
 
case
 
as
 
“kind
 
of
 
a
 
family
 
enterprise,”
 
argued
 
that
 
“within
 
minutes
 
of
 
each
 
other”
 
6127
 
Reno
 
Highway,
 
Mr.
 
LaValley,
 
and
 
Samantha
 
Conway
 
filed
 
UCC-1s,
 
asserted
 
that
 
Mr.
 
LaValley
 
had
 
“Cartwheel’s
 
emails
 
from
 
as
 
late
 
as
 
February
 
of
 
2026”
 
and
 
“payroll
 
records
 
for
 
himself,
 
but
 
yet
 
he
 
claims
 
to
 
have
 
payroll
 
records
 
for
 
no
 
one
 
else,”
 
and
 
claimed
 
that
 
documents
 
on
 
the
 
docket
 
show
 
“cherry-picked
 
disclosures.”
 
Tr.
 
7:8–13;
 
8:19–21;
 
9:4–16.
  Those  characterizations  are  selective  and  incomplete.  Petitioning  Creditors  ask  the  Court  to  
infer
 
control
 
and
 
collusion
 
from
 
fragments
 
of
 
information
 
while
 
avoiding
 
the
 
more
 
important
 
estate
 
questions:
 
what
 
records
 
may
 
exist,
 
who
 
may
 
possess
 
them,
 
what
 
third-party
 
communications
 
explain
 
the
 
events
 
leading
 
to
 
this
 
bankruptcy,
 
and
 
what
 
records
 
are
 
in
 
the
 
possession
 
of
 
Petitioning
 
Creditors,
 
their
 
counsel,
 
prior
 
corporate
 
counsel,
 
corporate
 
counsel,
 
Engineered
 
Arts-related
 
parties,
 
payroll/accounting
 
custodians,
 
technical
 
custodians,
 
and
 
other
 
third
 
parties.
  Petitioning  Creditors  have  placed  “collusion”  at  issue.  They  should  not  be  permitted  to  use  that  
accusation
 
only
 
in
 
one
 
direction.
 
If
 
Petitioning
 
Creditors
 
contend
 
that
 
timing,
 
communications,
 
creditor
 
relationships,
 
counsel
 
involvement,
 
financing
 
pressure,
 
and
 
acquisition
 
discussions
 
support
 
an
 
inference
 
of
 
collusion
 
by
 
Mr.
 
LaValley
 
and
 
his
 
family,
 
then
 
those
 
same
 
categories
 
require
 
investigation
 
into
 
Petitioning
 
Creditors’
 
own
 
conduct,
 
investor-side
 
coordination,
 
counsel-side
 
conduct,
 
disputed
 
governance
 
leverage,
 
and
 
communications
 
with
 
third
 
parties.
  
I.  THE  DESIGNATION  ORDER  IS  NOT  A  FINDING  OF  FAMILY  
COLLUSION

[Page 3]
1.  Mr.  LaValley  understands  that  the  Court  entered  an  order  designating  him  and  Samantha  
Conway
 
as
 
persons
 
required
 
to
 
perform
 
certain
 
duties
 
of
 
the
 
corporate
 
Debtor.
  2.  Mr.  LaValley  will  comply  with  that  order  in  good  faith.   3.  However,  the  designation  order  should  not  be  treated  as  a  finding  that  Mr.  LaValley,  
Samantha
 
Conway,
 
Bill
 
LaValley,
 
6127
 
Reno
 
Hwy
 
LLC,
 
or
 
any
 
other
 
family
 
member
 
engaged
 
in
 
collusion,
 
concealment,
 
improper
 
transfer,
 
or
 
bad
 
faith.
  4.  Petitioning  Creditors  argued  that  timing,  family  relationships,  and  selected  communications  
support
 
an
 
inference
 
of
 
collusion.
  5.  That  inference  is  selective  and  incomplete.   6.  Relationship  alone  does  not  prove  collusion.   7.  Timing  alone  does  not  prove  collusion.   8.  The  Court  specifically  questioned  whether  Bill  LaValley  fit  within  Rule  9001(b)(5)  as  a  person  
“in
 
control”
 
of
 
the
 
Debtor,
 
and
 
noted
 
that
 
it
 
had
 
not
 
seen
 
anything
 
showing
 
that
 
Bill
 
LaValley
 
was
 
a
 
director,
 
officer,
 
or
 
person
 
in
 
control
 
of
 
the
 
Debtor.
 
Tr.
 
10:19–25.
  9.  Petitioning  Creditors  responded  by  arguing  that  Bill  LaValley  was  “in  control  via  the  landlord”  
and
 
that
 
the
 
foreclosure
 
process
 
“indicates
 
collusion”
 
and
 
“control
 
by
 
the
 
landlord.”
 
Tr.
 
11:3–16.
  10.  Mr.  LaValley  respectfully  submits  that  landlord  status,  family  relationship,  and  creditor  status  
do
 
not
 
establish
 
corporate
 
control.
  11.  Mr.  LaValley  testified  at  the  hearing  that  Bill  LaValley  had  no  role  in  the  company,  was  not  a  
director
 
or
 
officer,
 
and
 
was
 
“uninvolved
 
in
 
every
 
aspect”
 
except
 
for
 
being
 
the
 
landlord
 
with
 
a
 
security
 
interest.
 
Tr.
 
13:12–21.
  12.  The  Trustee  should  evaluate  the  full  record,  including  what  Petitioning  Creditors  knew,  what  
their
 
counsel
 
possessed,
 
what
 
prior
 
corporate
 
counsel
 
advised,
 
what
 
Engineered
 
Arts
 
proposed,

[Page 4]
what  corporate  counsel  handled,  what  the  secured  creditor  /  landlord  did  through  counsel,  and  
what
 
communications
 
occurred
 
among
 
third
 
parties
 
outside
 
Mr.
 
LaValley’s
 
possession,
 
custody,
 
or
 
control.
  
II.  PETITIONING  CREDITORS’  EMAIL  ARGUMENT  WAS  A  
MISLEADING
 
INFERENCE,
 
NOT
 
EVIDENCE
 
OF
 
CONTROL
 
 13.  Petitioning  Creditors  argued  that  Mr.  LaValley’s  filing  or  reference  to  certain  email  
communications
 
showed
 
that
 
he
 
has
 
possession,
 
custody,
 
or
 
control
 
of
 
the
 
Debtor’s
 
company
 
email
 
records
 
or
 
corporate
 
systems.
  14.  That  argument  was  false  or  materially  misleading.   15.  To  the  extent  Petitioning  Creditors  were  referencing  an  email  from  Mr.  LaValley’s  personal  
Gmail
 
account,
 
that
 
email
 
was
 
not
 
retrieved
 
from
 
the
 
Debtor’s
 
corporate
 
email
 
system.
  16.  To  the  extent  Petitioning  Creditors  were  referencing  the  December  23,  2025  communication  
included
 
in
 
ECF
 
73,
 
in
 
which
 
Mr.
 
LaValley
 
introduced
 
Engineered
 
Arts
 
to
 
the
 
landlord
 
/
 
secured
 
creditor,
 
that
 
isolated
 
communication
 
still
 
does
 
not
 
establish
 
possession,
 
custody,
 
or
 
control
 
of
 
the
 
Debtor’s
 
corporate
 
email
 
system,
 
company
 
records,
 
or
 
foreclosed
 
assets.
  17.  Petitioning  Creditors  attempted  to  convert  isolated  communications  into  proof  of  control.   18.  That  is  not  evidence  of  control.   19.  It  is  a  misleading  inference.   20.  The  relevant  estate  issue  is  not  whether  Mr.  LaValley  can  locate  selected  communications  
from
 
personal
 
sources
 
or
 
whether
 
isolated
 
communications
 
appear
 
in
 
third-party
 
filings.

[Page 5]
21.  The  relevant  estate  issue  is  who  may  possess  the  complete  corporate  records,  legal  files,  
investor
 
communications,
 
financing
 
records,
 
payroll
 
records,
 
technical
 
records,
 
and
 
post-collapse
 
asset-recovery
 
communications.
  22.  Petitioning  Creditors’  argument  obscures  that  distinction.   23.  It  also  diverts  attention  from  the  actual  third-party  custodians  who  may  possess  material  
estate
 
records,
 
including
 
Petitioning
 
Creditors,
 
their
 
counsel,
 
Gene
 
Wong
 
/
 
RSF,
 
prior
 
corporate
 
counsel
 
Craig
 
Macy,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator-related
 
parties,
 
Engineered
 
Arts-related
 
parties,
 
corporate
 
counsel,
 
payroll
 
and
 
accounting
 
providers,
 
technical
 
custodians,
 
and
 
other
 
third
 
parties.
  24.  The  Trustee  should  obtain  records  from  actual  custodians,  not  from  Petitioning  Creditors’  
attempt
 
to
 
convert
 
isolated
 
communications
 
into
 
a
 
false
 
claim
 
of
 
possession,
 
custody,
 
or
 
control.
  
III.  EMPLOYEE  PAYSTUBS  DO  NOT  ESTABLISH  
EMPLOYER-SIDE
 
GUSTO
 
OR
 
PAYROLL
 
ACCESS
 
 25.  Petitioning  Creditors  also  suggested  that  Mr.  LaValley’s  unpaid  compensation  claim  and  
supporting
 
paystubs
 
show
 
that
 
he
 
has
 
access
 
to
 
Gusto
 
or
 
payroll
 
records.
  26.  That  is  incorrect.   27.  Mr.  LaValley  submitted  pay  records  available  to  him  in  his  capacity  as  an  employee  or  
former
 
employee
 
in
 
support
 
of
 
his
 
own
 
creditor
 
claim
 
for
 
unpaid
 
and
 
deferred
 
compensation.
  28.  Possession  of  employee  paystubs  does  not  establish  possession,  custody,  or  control  of  
employer-side
 
Gusto
 
records,
 
payroll
 
registers,
 
payroll
 
reports,
 
employee
 
payroll
 
files,
 
payroll
 
tax
 
records,
 
payroll
 
settings,
 
accounting
 
integrations,
 
or
 
complete
 
payroll
 
history.
  29.  Mr.  LaValley’s  compensation  claim  does  not  prove  that  he  controls  Gusto.

[Page 6]
30.  It  proves  only  that  Mr.  LaValley  is  a  creditor  asserting  unpaid  compensation  and  that  he  used  
documents
 
personally
 
available
 
to
 
him
 
to
 
support
 
that
 
claim.
  31.  To  the  extent  the  Trustee  requires  complete  payroll  records,  payroll  registers,  payroll  tax  
filings,
 
employee
 
payroll
 
records,
 
or
 
employer-side
 
Gusto
 
records,
 
those
 
records
 
should
 
be
 
sought
 
from
 
the
 
appropriate
 
payroll,
 
accounting,
 
or
 
administrative
 
custodians.
  32.  Mr.  LaValley  will  cooperate  by  producing  documents  personally  available  to  him  and  by  
identifying
 
likely
 
custodians,
 
but
 
he
 
cannot
 
produce
 
or
 
certify
 
employer-side
 
payroll
 
systems
 
he
 
does
 
not
 
possess,
 
control,
 
or
 
have
 
access
 
to.
  
IV.  THE  ENGINEERED  ARTS  INTRODUCTION  DOES  NOT  
ESTABLISH
 
CONTROL
 
OR
 
COLLUSION
 
 33.  Petitioning  Creditors  suggested  that  Mr.  LaValley’s  communications  with  Nick  Desmarais  /  
Engineered
 
Arts,
 
including
 
an
 
introduction
 
to
 
Bill
 
LaValley
 
or
 
the
 
landlord
 
/
 
secured
 
creditor,
 
support
 
an
 
inference
 
that
 
Mr.
 
LaValley
 
remained
 
in
 
control
 
of
 
Cartwheel
 
assets
 
or
 
was
 
colluding
 
with
 
his
 
father
 
to
 
sell
 
those
 
assets.
  34.  Petitioning  Creditors  argued  that,  after  the  notice  of  voluntary  vacation  of  premises,  Mr.  
LaValley
 
and
 
his
 
father
 
“continued
 
to
 
engage
 
in
 
discussions
 
with
 
EA
 
regarding
 
an
 
acquisition
 
of
 
Cartwheel
 
assets,”
 
with
 
an
 
alleged
 
focus
 
on
 
paying
 
the
 
landlord’s
 
security
 
interest
 
and
 
“providing
 
favorable
 
terms
 
to
 
Mr.
 
LaValley.”
 
Tr.
 
8:12–18.
  35.  That  characterization  is  incomplete  and  misleading.   36.  ECF  73  reflects  that  the  landlord  /  secured  creditor’s  position  was  that  he  wanted  to  be  paid  
on
 
the
 
secured
 
debt
 
owed
 
to
 
him.
  37.  ECF  73  further  reflects  that  the  landlord  /  secured  creditor  was  not  maintaining  Cartwheel’s  
cloud-based
 
services
 
or
 
remote
 
file
 
systems,
 
did
 
not
 
claim
 
technical
 
expertise
 
in
 
Cartwheel’s
 
intellectual
 
property,
 
and
 
did
 
not
 
present
 
himself
 
as
 
operating
 
Cartwheel.

[Page 7]
38.  The  landlord’s  request  to  be  paid  on  an  existing  secured  debt  does  not  establish  collusion.   39.  It  does  not  establish  hidden  control  by  Mr.  LaValley.   40.  It  does  not  establish  that  Mr.  LaValley  was  attempting  to  divert  value  away  from  creditors.   41.  A  secured  creditor  seeking  payment  of  its  secured  claim  is  ordinary  creditor  conduct.   42.  Petitioning  Creditors’  characterization  omits  that  Engineered  Arts  was  a  potential  acquirer  or  
transaction
 
counterparty
 
and
 
that
 
any
 
transaction
 
involving
 
the
 
foreclosed
 
assets,
 
the
 
facility,
 
continued
 
operations,
 
lease
 
rights,
 
or
 
asset
 
recovery
 
necessarily
 
required
 
direct
 
communication
 
with
 
the
 
landlord
 
/
 
secured
 
creditor.
  43.  An  introduction  between  a  potential  acquirer  and  the  secured  creditor  /  landlord  does  not  
establish
 
asset
 
control.
  44.  It  shows  that  Mr.  LaValley  connected  the  parties  who  needed  to  speak  directly  if  any  lawful  
lease,
 
acquisition,
 
asset
 
recovery,
 
or
 
wind-down
 
arrangement
 
was
 
going
 
to
 
occur.
  45.  Mr.  LaValley  understood  that,  after  foreclosure,  any  transaction  involving  foreclosed  assets  
would
 
need
 
to
 
involve
 
the
 
secured
 
creditor
 
/
 
landlord
 
directly.
  46.  Mr.  LaValley  further  understood  that  corporate  counsel  was  involved  in,  copied  on,  or  aware  
of
 
material
 
communications
 
concerning
 
Engineered
 
Arts,
 
asset
 
recovery,
 
foreclosure,
 
and
 
wind-down
 
issues.
  47.  Mr.  LaValley  was  not  included  in  all  such  communications.   48.  In  many  respects,  communications  proceeded  at  arm’s  length  among  counsel,  Engineered  
Arts-related
 
parties,
 
the
 
landlord
 
/
 
secured
 
creditor,
 
and
 
other
 
involved
 
parties.
  49.  Petitioning  Creditors’  argument  depends  on  a  selective  inference:  they  treat  Mr.  LaValley’s  
effort
 
to
 
connect
 
relevant
 
parties
 
as
 
proof
 
of
 
hidden
 
control
 
while
 
ignoring
 
that
 
the
 
more
 
direct

[Page 8]
evidence  would  be  the  communications  among  Engineered  Arts,  the  landlord  /  secured  creditor,  
corporate
 
counsel,
 
Reno
 
Seed
 
Fund
 
counsel,
 
State-related
 
counsel,
 
and
 
other
 
third
 
parties.
  50.  Mr.  LaValley  should  not  be  deemed  to  control  assets  or  records  merely  because  he  made  an  
introduction
 
or
 
participated
 
in
 
limited
 
communications
 
involving
 
a
 
potential
 
strategic
 
transaction.
  51.  The  arrangement  being  discussed  was  not,  to  Mr.  LaValley’s  understanding,  a  side  
arrangement
 
solely
 
to
 
benefit
 
the
 
landlord
 
/
 
secured
 
creditor
 
or
 
Mr.
 
LaValley.
  52.  Rather,  it  was  a  potential  value-preserving  transaction  path  that  could  have  addressed  
multiple
 
creditor
 
constituencies,
 
including
 
the
 
landlord
 
/
 
secured
 
creditor,
 
investors,
 
vendors,
 
and
 
other
 
creditors,
 
while
 
preserving
 
or
 
transferring
 
Cartwheel’s
 
prior
 
assets
 
in
 
an
 
orderly
 
manner.
  53.  Petitioning  Creditors’  characterization  omits  that  broader  context.   54.  A  transaction  path  that  could  have  paid  or  resolved  creditor  claims  should  not  be  recast  as  
evidence
 
of
 
collusion
 
merely
 
because
 
one
 
of
 
the
 
creditors
 
was
 
the
 
landlord
 
/
 
secured
 
creditor.
  55.  Nor  should  Petitioning  Creditors  be  permitted  to  treat  a  creditor-payment  structure  as  
suspicious
 
while
 
ignoring
 
whether
 
their
 
own
 
conduct,
 
disputed
 
governance
 
demands,
 
litigation
 
threats,
 
or
 
communications
 
with
 
transaction
 
parties
 
impaired
 
a
 
path
 
that
 
could
 
have
 
benefited
 
creditors
 
generally.
  56.  Mr.  LaValley  was  not  present  for  or  involved  in  many  aspects  of  the  communications  among  
Engineered
 
Arts,
 
the
 
landlord
 
/
 
secured
 
creditor,
 
corporate
 
counsel,
 
Reno
 
Seed
 
Fund
 
counsel,
 
State-related
 
counsel,
 
and
 
other
 
third
 
parties.
  57.  That  is  why  the  Trustee  should  obtain  those  communications  from  the  actual  custodians.   58.  The  estate  question  is  not  why  Mr.  LaValley  connected  necessary  transaction  parties.   59.  The  estate  question  is  what  happened  after  those  parties  were  connected.

[Page 9]
60.  If  Engineered  Arts  was  willing  to  discuss  an  acquisition,  lease,  asset  transaction,  
creditor-payment
 
structure,
 
or
 
continued
 
business
 
path,
 
then
 
the
 
Trustee
 
should
 
determine
 
why
 
that
 
path
 
did
 
not
 
proceed.
  61.  That  inquiry  should  include  communications  among  Engineered  Arts,  the  landlord  /  secured  
creditor,
 
Petitioning
 
Creditors,
 
Gene
 
Wong
 
/
 
RSF,
 
BBG-related
 
parties,
 
prior
 
corporate
 
counsel,
 
corporate
 
counsel,
 
and
 
any
 
attorneys
 
involved
 
in
 
post-collapse
 
asset-recovery
 
discussions.
  62.  Petitioning  Creditors  should  not  be  permitted  to  frame  Mr.  LaValley’s  introduction  of  
necessary
 
transaction
 
parties
 
as
 
suspicious
 
while
 
avoiding
 
the
 
more
 
important
 
question:
 
whether
 
investor-side
 
conduct,
 
disputed
 
governance
 
demands,
 
creditor
 
pressure,
 
counsel
 
communications,
 
or
 
litigation
 
threats
 
caused
 
a
 
potentially
 
value-preserving
 
transaction
 
path
 
to
 
fail.
  
V.  THE  UCC  TIMING  THEORY  IS  BACKWARDS  
 63.  Petitioning  Creditors  framed  the  timing  of  the  UCC  filing  shortly  before  Engineered  Arts’  
proposal
 
as
 
suspicious.
  64.  Petitioning  Creditors  argued  that  a  UCC  lien  “was  not  recorded  until  a  year  later  on  October  
21st,
 
2025,”
 
that
 
EA
 
made
 
a
 
non-binding
 
acquisition
 
offer
 
that
 
same
 
day,
 
and
 
that
 
“within
 
minutes
 
of
 
each
 
other,
 
6127
 
Reno
 
Highway,
 
Scott
 
LaValley,
 
and
 
Samantha
 
Conway
 
all
 
filed
 
UCC-1s,
 
collateralizing
 
all
 
of
 
Cartwheel’s
 
assets.”
 
Tr.
 
7:6–13.
  65.  That  argument  is  backwards.   66.  The  timing  of  a  UCC  filing  matters  precisely  because  priority  matters.   67.  The  landlord  /  secured  creditor  held  an  existing  secured  note  for  deferred  rent.   68.  Cartwheel  was  actively  pursuing  financing  and  strategic  alternatives,  including  a  potential  
financing
 
round
 
and
 
acquisition
 
discussions.

[Page 10]
69.  Engineered  Arts  was  discussing  a  potential  acquisition  or  transaction  involving  Cartwheel  
assets.
  70.  Engineered  Arts  also  contemplated  secured  financing  as  part  of  the  proposed  transaction.   71.  Under  those  circumstances,  it  would  have  been  commercially  irrational  for  an  existing  
secured
 
creditor
 
to
 
wait,
 
allow
 
a
 
new
 
secured
 
lender
 
or
 
acquirer
 
to
 
structure
 
financing
 
around
 
the
 
collateral,
 
and
 
then
 
risk
 
being
 
subordinated
 
or
 
primed.
  72.  Petitioning  Creditors’  theory  effectively  criticizes  the  landlord  /  secured  creditor  for  not  
voluntarily
 
allowing
 
its
 
existing
 
position
 
to
 
be
 
displaced
 
by
 
a
 
later
 
transaction.
  73.  That  is  not  evidence  of  collusion.   74.  It  is  evidence  that  the  secured  creditor  acted  to  protect  an  existing  documented  creditor  
position
 
before
 
a
 
potential
 
financing,
 
acquisition,
 
asset
 
sale,
 
or
 
change-of-control
 
transaction
 
altered
 
the
 
creditor
 
landscape.
  75.  The  relevant  question  is  not  whether  the  UCC  was  filed  before  the  Engineered  Arts  
proposal.
  76.  The  relevant  question  is  why  it  would  have  been  reasonable  for  an  existing  secured  creditor  
not
 
to
 
perfect
 
its
 
position
 
before
 
a
 
potential
 
transaction
 
involving
 
substantially
 
the
 
same
 
collateral.
  77.  Petitioning  Creditors  have  no  persuasive  answer  to  that  question.   78.  ECF  73  states  that  the  landlord  became  concerned  about  acquisitions  or  additional  financing  
with
 
the
 
note
 
coming
 
due,
 
reviewed
 
the
 
secured
 
note
 
and
 
lease
 
with
 
counsel,
 
and
 
was
 
advised
 
to
 
file
 
the
 
UCC
 
because
 
other
 
organizations
 
may
 
become
 
involved
 
with
 
Cartwheel
 
Robotics.

[Page 11]
79.  ECF  73  further  states  that  Engineered  Arts  proposed  to  acquire  Cartwheel,  asked  to  defer  
the
 
promissory
 
note
 
coming
 
due
 
to
 
6127
 
Reno
 
Hwy
 
LLC,
 
and
 
mentioned
 
offering
 
Cartwheel
 
a
 
secured
 
loan
 
as
 
part
 
of
 
the
 
M&A.
  80.  That  sequence  supports  ordinary  creditor  protection.   81.  It  does  not  support  family  collusion.   82.  Petitioning  Creditors  ask  the  Court  to  treat  normal  secured-creditor  conduct  as  suspicious  
merely
 
because
 
the
 
secured
 
creditor
 
was
 
related
 
to
 
Mr.
 
LaValley.
  83.  Relationship  alone  does  not  convert  creditor  protection  into  collusion.   84.  Nor  does  timing.   85.  Mr.  LaValley  does  not  ask  the  Court  to  decide  the  validity,  avoidability,  priority,  or  perfection  
of
 
any
 
lien
 
through
 
this
 
Notice.
  86.  He  submits  only  that  Petitioning  Creditors’  timing  narrative  is  incomplete  and  misleading.   87.  The  Trustee  should  evaluate  the  full  sequence,  including  the  existing  deferred-rent  debt,  the  
secured
 
note,
 
the
 
potential
 
financing
 
round,
 
the
 
potential
 
Engineered
 
Arts
 
transaction,
 
the
 
possibility
 
of
 
additional
 
secured
 
financing,
 
counsel’s
 
involvement,
 
and
 
the
 
commercial
 
reality
 
that
 
an
 
existing
 
secured
 
creditor
 
would
 
not
 
reasonably
 
wait
 
to
 
be
 
primed.
  88.  Petitioning  Creditors’  timing  argument  is  also  incomplete  because  it  ignores  the  earlier  
counsel-side
 
issue.
  89.  If  Petitioning  Creditors  contend  that  the  timing  of  perfection  matters,  then  the  Trustee  should  
also
 
examine
 
why
 
secured
 
obligations
 
were
 
not
 
perfected
 
when
 
they
 
were
 
created.
  90.  Prior  corporate  counsel  Craig  Macy  prepared  or  advised  on  certain  Cartwheel  note,  security,  
governance,
 
and
 
financing
 
documents.

[Page 12]
91.  Mr.  LaValley  believes  prior  corporate  counsel  knew  or  should  have  known  that  a  UCC  filing  
may
 
be
 
required
 
to
 
perfect
 
a
 
security
 
interest
 
and
 
protect
 
priority
 
against
 
third
 
parties.
  92.  Yet  Petitioning  Creditors’  narrative  does  not  address  whether  prior  corporate  counsel  
advised
 
Cartwheel,
 
its
 
officers,
 
its
 
board,
 
or
 
secured
 
noteholders
 
to
 
file
 
UCC
 
financing
 
statements
 
when
 
secured
 
obligations
 
were
 
created.
  93.  Nor  does  Petitioning  Creditors’  narrative  address  whether  any  investor-side  party,  including  
Gene
 
Wong
 
/
 
RSF,
 
was
 
informed
 
of,
 
relied
 
upon,
 
or
 
benefited
 
from
 
the
 
absence
 
of
 
earlier
 
perfection.
  94.  The  Trustee  should  not  evaluate  the  October  2025  UCC  filings  in  isolation  while  ignoring  the  
prior
 
legal
 
advice,
 
omissions,
 
conflicts,
 
communications,
 
or
 
investor-side
 
knowledge
 
that
 
may
 
explain
 
why
 
perfection
 
was
 
not
 
addressed
 
earlier.
  95.  Mr.  LaValley  does  not  ask  the  Court  to  decide  any  malpractice,  conflict,  lien,  priority,  or  
avoidance
 
issue
 
through
 
this
 
Notice.
  96.  He  submits  only  that  Petitioning  Creditors’  UCC-timing  argument  is  selective.  If  perfection  
timing
 
matters,
 
then
 
all
 
perfection
 
timing
 
matters,
 
including
 
who
 
drafted
 
the
 
secured
 
documents,
 
who
 
advised
 
on
 
perfection,
 
who
 
was
 
told
 
not
 
to
 
worry
 
about
 
perfection,
 
who
 
was
 
not
 
advised
 
to
 
perfect,
 
and
 
who
 
benefited
 
from
 
the
 
delay.
  
VI.  IF  PETITIONING  CREDITORS  PUT  COLLUSION  AT  ISSUE,  
THE
 
TRUSTEE
 
SHOULD
 
INVESTIGATE
 
ALL
 
POTENTIAL
 
COLLUSION
 
 97.  Petitioning  Creditors  have  placed  “collusion”  at  issue.   98.  They  should  not  be  permitted  to  use  that  accusation  only  in  one  direction.

[Page 13]
99.  Petitioning  Creditors’  narrative  asks  the  Court  to  infer  control  and  collusion  from  isolated  
communications,
 
paystubs,
 
family
 
relationships,
 
and
 
timing.
  100.  But  if  Petitioning  Creditors  contend  that  timing,  communications,  creditor  relationships,  
counsel
 
involvement,
 
financing
 
pressure,
 
and
 
acquisition
 
discussions
 
support
 
an
 
inference
 
of
 
collusion
 
by
 
Mr.
 
LaValley
 
and
 
his
 
family,
 
then
 
those
 
same
 
categories
 
require
 
investigation
 
into
 
Petitioning
 
Creditors’
 
own
 
conduct.
  101.  The  record  supports  discovery  into  whether  Gene  Wong  /  RSF,  Petitioning  Creditors,  their  
counsel,
 
and
 
prior
 
corporate
 
counsel
 
Craig
 
Macy
 
coordinated,
 
communicated,
 
or
 
acted
 
in
 
a
 
manner
 
that
 
advanced
 
investor-side
 
control,
 
impaired
 
Cartwheel’s
 
financing
 
options,
 
chilled
 
acquisition
 
discussions,
 
disrupted
 
diligence,
 
reduced
 
runway,
 
or
 
contributed
 
to
 
the
 
insolvency
 
that
 
Petitioning
 
Creditors
 
now
 
attempt
 
to
 
blame
 
on
 
Mr.
 
LaValley
 
and
 
his
 
family.
  102.  Petitioning  Creditors’  theory  is  one-sided.   103.  They  ask  the  Court  to  treat  a  landlord  /  secured  creditor’s  effort  to  collect  a  documented  
debt
 
as
 
evidence
 
of
 
family
 
collusion,
 
while
 
avoiding
 
the
 
more
 
serious
 
question
 
of
 
whether
 
investor-side
 
actors
 
and
 
conflicted
 
counsel
 
used
 
disputed
 
governance
 
rights,
 
demand
 
communications,
 
financing
 
leverage,
 
and
 
legal-document
 
defects
 
to
 
pressure
 
the
 
company
 
during
 
active
 
financing
 
and
 
acquisition
 
efforts.
  104.  That  is  not  a  neutral  estate  investigation.   105.  It  is  a  selective  narrative.   106.  Petitioning  Creditors  focus  on  whether  the  landlord  /  secured  creditor  sought  payment  of  an  
existing
 
debt.
  107.  They  do  not  address  whether  Petitioning  Creditors,  Gene  Wong  /  RSF,  or  their  counsel  
used
 
disputed
 
governance
 
rights,
 
financing
 
leverage,
 
demand
 
communications,
 
or
 
threats
 
of
 
litigation
 
to
 
impair
 
Cartwheel’s
 
financing
 
options,
 
chill
 
acquisition
 
discussions,
 
disrupt
 
diligence,
 
reduce
 
runway,
 
or
 
accelerate
 
the
 
company’s
 
path
 
into
 
insolvency.

[Page 14]
108.  Petitioning  Creditors  focus  on  family  relationships.   109.  They  do  not  address  the  relationship  between  Gene  Wong  /  RSF  and  prior  corporate  
counsel
 
Craig
 
Macy,
 
including
 
whether
 
prior
 
counsel
 
simultaneously
 
served
 
or
 
communicated
 
with
 
investor-side
 
interests
 
while
 
preparing
 
or
 
advising
 
on
 
governance
 
documents,
 
secured
 
obligations,
 
perfection
 
issues,
 
and
 
disputed
 
control
 
rights.
  110.  Petitioning  Creditors  focus  on  the  timing  of  the  landlord’s  UCC  filing.   111.  They  do  not  address  why  prior  corporate  counsel  did  not  cause  or  advise  secured  
obligations
 
to
 
be
 
perfected
 
when
 
they
 
were
 
created,
 
who
 
was
 
told
 
that
 
lack
 
of
 
perfection
 
mattered,
 
who
 
benefited
 
from
 
that
 
omission,
 
and
 
whether
 
any
 
investor-side
 
party
 
understood
 
or
 
relied
 
on
 
that
 
lack
 
of
 
perfection.
  112.  Petitioning  Creditors  focus  on  Mr.  LaValley’s  effort  to  connect  Engineered  Arts  with  the  
landlord
 
/
 
secured
 
creditor.
  113.  They  do  not  address  why  Engineered  Arts  did  not  proceed,  what  communications  
Engineered
 
Arts
 
had
 
with
 
Gene
 
Wong
 
/
 
RSF,
 
BBG-related
 
parties,
 
Petitioning
 
Creditors’
 
counsel,
 
corporate
 
counsel,
 
or
 
the
 
landlord
 
/
 
secured
 
creditor,
 
and
 
whether
 
investor-side
 
conduct
 
impaired
 
the
 
transaction
 
path.
  114.  Petitioning  Creditors  focus  on  alleged  “cherry-picked  disclosures.”   115.  They  do  not  address  what  records  they  possess,  what  records  their  counsel  possesses,  
what
 
records
 
Gene
 
Wong
 
/
 
RSF
 
possesses,
 
what
 
records
 
prior
 
corporate
 
counsel
 
possesses,
 
or
 
what
 
records
 
were
 
exchanged
 
among
 
Petitioning
 
Creditors,
 
Engineered
 
Arts,
 
corporate
 
counsel,
 
and
 
State-related
 
parties
 
after
 
Cartwheel
 
ceased
 
operations.
  116.  Petitioning  Creditors  focus  on  alleged  favorable  treatment  for  the  landlord  /  secured  
creditor.
  117.  They  do  not  address  the  more  basic  economic  question:  if  Cartwheel’s  assets,  business,  
technology,
 
or
 
transaction
 
prospects
 
had
 
meaningful
 
recoverable
 
value,
 
why
 
did
 
Petitioning

[Page 15]
Creditors  and  existing  investors  not  provide  additional  capital  when  the  company  was  still  
operating
 
and
 
a
 
financing
 
or
 
acquisition
 
path
 
could
 
have
 
preserved
 
that
 
value?
  118.  That  question  matters.   119.  Cartwheel  was  actively  seeking  financing  and  strategic  alternatives.   120.  If  Petitioning  Creditors  believed  there  was  meaningful  enterprise  value  to  preserve,  the  
value-preserving
 
path
 
was
 
to
 
support
 
financing,
 
support
 
a
 
transaction,
 
or
 
avoid
 
impairing
 
diligence
 
and
 
acquisition
 
discussions
 
while
 
the
 
company
 
still
 
had
 
a
 
team,
 
operations,
 
technical
 
continuity,
 
and
 
transaction
 
prospects.
  121.  Instead,  Petitioning  Creditors  now  ask  the  Court  to  infer  family  collusion  after  the  collapse,  
while
 
avoiding
 
the
 
question
 
of
 
whether
 
investor-side
 
conduct,
 
disputed
 
governance
 
demands,
 
litigation
 
threats,
 
refusal
 
to
 
fund,
 
or
 
communications
 
with
 
transaction
 
parties
 
contributed
 
to
 
the
 
loss
 
of
 
value
 
they
 
now
 
claim
 
should
 
be
 
investigated.
  122.  That  contradiction  matters.   123.  If  Cartwheel  had  meaningful  value,  then  the  Trustee  should  investigate  why  Petitioning  
Creditors
 
and
 
existing
 
investors
 
did
 
not
 
fund,
 
support,
 
or
 
preserve
 
that
 
value
 
when
 
doing
 
so
 
could
 
have
 
benefited
 
creditors
 
generally.
  124.  If  Cartwheel  did  not  have  meaningful  value  without  the  team,  operations,  and  technical  
continuity,
 
then
 
Petitioning
 
Creditors’
 
family-collusion
 
narrative
 
is
 
overstated
 
because
 
there
 
was
 
little
 
value
 
for
 
Mr.
 
LaValley
 
or
 
his
 
family
 
to
 
divert.
  125.  Either  way,  Petitioning  Creditors  should  not  be  allowed  to  use  hindsight  to  blame  Mr.  
LaValley
 
and
 
his
 
family
 
while
 
avoiding
 
discovery
 
into
 
the
 
investor-side
 
decisions,
 
governance
 
disputes,
 
financing
 
conduct,
 
and
 
failed
 
strategic
 
alternatives
 
that
 
preceded
 
the
 
bankruptcy.
  126.  If  “collusion”  is  Petitioning  Creditors’  theory,  then  the  Trustee  should  investigate  all  potential  
collusion
 
—
 
including
 
potential
 
coordination
 
among
 
Gene
 
Wong
 
/
 
RSF,
 
Petitioning
 
Creditors,
 
their
 
counsel,
 
prior
 
corporate
 
counsel
 
Craig
 
Macy,
 
BBG-related
 
parties,
 
and
 
other
 
investor-side

[Page 16]
actors  whose  communications  may  explain  why  financing  failed,  why  Engineered  Arts  did  not  
proceed,
 
why
 
governance
 
rights
 
were
 
disputed,
 
why
 
secured
 
obligations
 
were
 
not
 
perfected
 
earlier,
 
and
 
why
 
the
 
bankruptcy
 
process
 
is
 
now
 
being
 
used
 
to
 
attack
 
Mr.
 
LaValley
 
and
 
his
 
family.
  127.  Petitioning  Creditors’  own  structure  also  raises  serious  questions  that  should  be  
investigated
 
before
 
their
 
family-collusion
 
narrative
 
is
 
accepted
 
at
 
face
 
value.
  128.  Mr.  LaValley  understands  that  Gene  Wong  represents,  directs,  or  speaks  for  all  three  
Petitioning
 
Creditors
 
in
 
this
 
case,
 
while
 
directly
 
or
 
indirectly
 
controlling
 
two
 
of
 
the
 
three
 
Petitioning
 
Creditors.
  129.  That  matters.   130.  It  matters  even  more  because  Mr.  Wong  was  not  merely  an  outside  lender.  At  the  relevant  
time,
 
Mr.
 
Wong
 
was
 
acting
 
as
 
a
 
board
 
member
 
or
 
governance
 
participant
 
of
 
Cartwheel.
  131.  One  of  the  Petitioning  Creditor  claims  appears  to  arise  from  a  relatively  small  $50,000  note  
made
 
through
 
a
 
separate
 
Gene
 
Wong-related
 
entity.
  132.  Mr.  LaValley  believes  Mr.  Wong  insisted  that  Cartwheel  accept  that  investment  through  a  
separate
 
Gene
 
Wong-related
 
entity
 
during
 
the
 
convertible-note
 
financing
 
period,
 
despite
 
the
 
availability
 
or
 
potential
 
availability
 
of
 
other
 
outside
 
high-net-worth
 
investor
 
capital
 
that
 
may
 
have
 
been
 
more
 
strategically
 
useful
 
to
 
Cartwheel
 
in
 
future
 
financing
 
rounds.
  133.  The  Trustee  should  investigate  why  that  investment  was  structured  through  a  separate  
Gene
 
Wong-related
 
entity,
 
who
 
directed
 
that
 
structure,
 
what
 
alternatives
 
were
 
rejected,
 
whether
 
Mr.
 
Wong’s
 
role
 
as
 
a
 
board
 
member
 
or
 
governance
 
participant
 
influenced
 
the
 
company’s
 
acceptance
 
of
 
that
 
investment,
 
whether
 
Cartwheel
 
was
 
advised
 
of
 
any
 
creditor-rights
 
or
 
bankruptcy
 
implications,
 
and
 
whether
 
the
 
structure
 
later
 
allowed
 
Gene
 
Wong
 
or
 
Gene
 
Wong-related
 
parties
 
to
 
influence
 
or
 
satisfy
 
petitioning-creditor
 
requirements
 
in
 
this
 
involuntary
 
case.
  134.  If  Petitioning  Creditors  ask  the  Court  to  infer  collusion  from  family  relationships  and  
transaction
 
timing,
 
then
 
the
 
Trustee
 
should
 
also
 
examine
 
whether
 
Gene
 
Wong
 
or
 
Gene

[Page 17]
Wong-related  entities  coordinated  creditor  positions,  structured  claims,  or  used  multiple  related  
creditor
 
entities
 
to
 
create
 
leverage
 
against
 
Cartwheel
 
and
 
Mr.
 
LaValley.
  135.  That  inquiry  is  directly  relevant  to  bad  faith,  creditor  coordination,  petition  strategy,  control,  
fiduciary
 
duties,
 
conflicts
 
of
 
interest,
 
and
 
whether
 
this
 
bankruptcy
 
is
 
being
 
used
 
as
 
a
 
neutral
 
estate
 
process
 
or
 
as
 
an
 
extension
 
of
 
a
 
prepetition
 
investor-control
 
dispute.
  136.  Mr.  LaValley  respectfully  submits  that  if  Petitioning  Creditors  intend  to  put  control,  timing,  
value,
 
records,
 
and
 
transaction
 
conduct
 
at
 
issue,
 
then
 
all
 
control,
 
all
 
timing,
 
all
 
value
 
evidence,
 
all
 
records,
 
and
 
all
 
transaction
 
conduct
 
should
 
be
 
examined.
  137.  That  includes  the  records  and  communications  of  Petitioning  Creditors,  their  counsel,  Gene  
Wong
 
/
 
RSF,
 
the
 
Wong
 
Family
 
Revocable
 
Trust,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator-related
 
parties,
 
prior
 
corporate
 
counsel
 
Craig
 
Macy,
 
corporate
 
counsel,
 
Engineered
 
Arts-related
 
parties,
 
the
 
landlord
 
/
 
secured
 
creditor,
 
and
 
other
 
third-party
 
custodians.
  138.  The  Trustee  should  not  allow  Petitioning  Creditors  to  define  the  investigation  around  a  
family-collusion
 
theory
 
while
 
shielding
 
the
 
investor-side
 
conduct
 
and
 
counsel-side
 
conduct
 
that
 
may
 
be
 
central
 
to
 
estate
 
claims.
  
VII.  THE  ISSUE  IS  WHAT  RECORDS  MAY  EXIST  AND  WHO  
MAY
 
HAVE
 
THEM
 
 139.  Mr.  LaValley  does  not  know  what  complete  records  still  exist  at  this  point.   140.  Too  much  time  has  passed,  the  company  ceased  operations,  and  Mr.  LaValley  does  not  
know
 
which
 
cloud-based
 
services,
 
repositories,
 
accounts,
 
systems,
 
or
 
records
 
have
 
been
 
maintained,
 
preserved,
 
disabled,
 
terminated,
 
or
 
lost.
  141.  ECF  73  indicates  that  the  landlord  /  secured  creditor  did  not  maintain  cloud-based  
accounts
 
or
 
remote
 
file
 
systems
 
associated
 
with
 
Cartwheel
 
Robotics.

[Page 18]
142.  Accordingly,  the  issue  is  not  whether  Mr.  LaValley  can  reconstruct  complete  company  
records
 
from
 
memory
 
or
 
isolated
 
documents.
  143.  The  issue  is  what  records  may  still  exist,  who  may  have  preserved  them,  who  may  have  
received
 
copies,
 
and
 
which
 
third-party
 
custodians
 
may
 
possess
 
material
 
information.
  144.  Potential  custodians  include  Petitioning  Creditors,  their  counsel,  Gene  Wong  /  RSF,  prior  
corporate
 
counsel
 
Craig
 
Macy,
 
corporate
 
counsel,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator-related
 
parties,
 
Engineered
 
Arts-related
 
parties,
 
payroll
 
and
 
accounting
 
providers,
 
financial
 
institutions,
 
technical
 
custodians,
 
former
 
employees,
 
and
 
other
 
third
 
parties.
  145.  Mr.  LaValley  will  cooperate  with  Samantha  Conway  and  the  Trustee,  but  neither  
designation
 
nor
 
family
 
relationship
 
changes
 
the
 
location
 
of
 
records
 
held
 
or
 
formerly
 
held
 
by
 
third
 
parties.
  
VIII.  THE  TRUSTEE  AND  COURT  ALREADY  RECOGNIZED  
THE
 
LIMITS
 
OF
 
THE
 
DESIGNATION
 
 146.  The  Trustee  stated  at  the  hearing  that  he  was  not  asking  the  Court  to  require  Mr.  LaValley  
“to
 
speculate,
 
fabricate
 
information,
 
or
 
certify
 
facts
 
outside
 
of
 
his
 
knowledge,”
 
and
 
that
 
the
 
requested
 
order
 
was
 
limited
 
to
 
information
 
within
 
Mr.
 
LaValley’s
 
“knowledge,
 
possession,
 
custody,
 
or
 
control
 
or
 
reasonably
 
available
 
to
 
him.”
 
Tr.
 
5:1–6.
  147.  The  Trustee  further  stated  that,  if  certain  information  is  unavailable,  Mr.  LaValley  can  
identify
 
what
 
is
 
missing
 
and
 
why
 
it
 
is
 
unavailable.
 
Tr.
 
5:7–9.
  148.  The  Court  likewise  recognized  that  Mr.  LaValley  “may  not  have  possession,  custody,  and  
control
 
of
 
the
 
debtor’s
 
books
 
and
 
records,”
 
but
 
that
 
he
 
is
 
a
 
knowledgeable
 
person
 
who
 
can
 
provide
 
information
 
and
 
help
 
identify
 
what
 
he
 
does
 
not
 
have.
 
Tr.
 
15:20–25;
 
16:1–7.
  149.  Mr.  LaValley  submits  this  Notice  to  preserve  that  distinction.

[Page 19]
150.  The  designation  order  should  not  be  converted  into  a  finding  that  isolated  documents  equal  
complete
 
record
 
control,
 
that
 
paystubs
 
equal
 
payroll-system
 
control,
 
that
 
an
 
introduction
 
equals
 
asset
 
control,
 
or
 
that
 
family
 
relationship
 
equals
 
collusion.
  
IX.  PURPOSE  OF  THIS  NOTICE  
 151.  Mr.  LaValley  submits  this  Notice  because  Petitioning  Creditors’  characterizations,  if  left  
unrebutted,
 
create
 
the
 
false
 
impression
 
that
 
isolated
 
personal
 
documents
 
equal
 
control
 
of
 
complete
 
corporate
 
systems,
 
that
 
employee
 
paystubs
 
equal
 
employer
 
payroll
 
access,
 
that
 
introductions
 
between
 
relevant
 
transaction
 
parties
 
equal
 
asset
 
control,
 
and
 
that
 
related-party
 
timing
 
equals
 
family
 
collusion.
  152.  Those  inferences  are  not  justified.   153.  Mr.  LaValley  will  comply  with  the  Court’s  designation  order  in  good  faith.   154.  He  will  answer  questions  truthfully.   155.  He  will  produce  documents  personally  available  to  him.   156.  He  will  identify  missing  information.   157.  He  will  identify  likely  custodians.   158.  But  he  cannot  produce  or  certify  records,  systems,  repositories,  payroll  files,  accounting  
records,
 
technical
 
files,
 
or
 
corporate
 
records
 
he
 
does
 
not
 
possess,
 
control,
 
or
 
have
 
access
 
to.
  159.  Nor  should  Petitioning  Creditors  be  permitted  to  use  a  selective  family-collusion  narrative  
to
 
deflect
 
attention
 
from
 
the
 
investor-side,
 
counsel-side,
 
financing-side,
 
and
 
third-party
 
records
 
that
 
may
 
be
 
central
 
to
 
estate
 
recovery.

[Page 20]
X.  CONCLUSION  
 160.  Mr.  LaValley  respectfully  submits  this  Notice  to  clarify  the  record.   161.  He  does  not  seek  reconsideration  of  the  Court’s  ruling  through  this  Notice.   162.  He  will  comply  with  the  Court’s  order  in  good  faith.   163.  He  respectfully  requests  only  that  the  record  reflect  the  distinction  between  isolated  
documents
 
personally
 
available
 
to
 
Mr.
 
LaValley
 
and
 
actual
 
possession,
 
custody,
 
or
 
control
 
of
 
the
 
Debtor’s
 
corporate
 
systems,
 
payroll
 
systems,
 
technical
 
repositories,
 
accounting
 
records,
 
legal
 
files,
 
and
 
complete
 
books
 
and
 
records.
  164.  Mr.  LaValley  further  respectfully  submits  that  the  Trustee’s  investigation  should  not  be  
limited
 
to
 
Petitioning
 
Creditors’
 
selective
 
family-collusion
 
narrative,
 
but
 
should
 
also
 
examine
 
the
 
conduct,
 
records,
 
and
 
communications
 
of
 
Petitioning
 
Creditors,
 
their
 
counsel,
 
Gene
 
Wong
 
/
 
RSF,
 
prior
 
corporate
 
counsel
 
Craig
 
Macy,
 
Nevada
 
Battle
 
Born
 
Growth
 
Escalator-related
 
parties,
 
Engineered
 
Arts-related
 
parties,
 
the
 
landlord
 
/
 
secured
 
creditor,
 
corporate
 
counsel,
 
and
 
other
 
third-party
 
custodians
 
who
 
actually
 
participated
 
in
 
or
 
received
 
communications
 
concerning
 
financing,
 
foreclosure,
 
asset
 
recovery,
 
acquisition
 
discussions,
 
and
 
post-collapse
 
strategy.
  Dated:  6/12/2026   Respectfully  submitted,      Scott  LaValley,  Pro  Se  Secured  Creditor  and  Party  in  Interest  508.525.5726  lavalley.scott@gmail.com

[Page 1]
UNITED  STATES  BANKRUPTCY  COURT  DISTRICT  OF  NEVADA   In  re:   CARTWHEEL  ROBOTICS,  INC.,   Debtor.   Case  No.  BK-S-26-50278-HLB  Chapter  7   SUPPLEMENT  TO  MOTION  FOR  RULE  2004  EXAMINATION  REGARDING  PREPETITION  
VALUE
 
LOSS,
 
GENE
 
WONG
 
/
 
RSF,
 
FAILED
 
FINANCING
 
AND
 
ACQUISITION
 
PATHS,
 
PRIOR
 
COUNSEL
 
CONDUCT,
 
NOTEHOLDER
 
AUTHORITY,
 
AND
 
THIRD-PARTY
 
RECORDS
  Scott  LaValley,  appearing  pro  se  individually,  as  a  secured  creditor  and  party  in  interest,  
respectfully
 
submits
 
this
 
Supplement
 
to
 
his
 
Motion
 
for
 
Rule
 
2004
 
Examination
 
and
 
Document
 
Production.
  This  Supplement  is  not  submitted  to  reargue  Petitioning  Creditors’  allegations  concerning  
Cartwheel’s
 
final
 
months,
 
wind-down
 
activity,
 
UCC
 
timing,
 
bank
 
records,
 
payroll
 
records,
 
Engineered
 
Arts
 
communications,
 
or
 
alleged
 
insider
 
conduct.
 
Mr.
 
LaValley
 
has
 
responded
 
separately
 
to
 
those
 
characterizations.
  The  docket  to  date  reflects  substantial  attention  to  Cartwheel’s  final  wind-down,  including  
turnover
 
issues,
 
responsible-person
 
designation,
 
schedules,
 
bank
 
records,
 
payroll
 
records,
 
UCC
 
timing,
 
Engineered
 
Arts
 
communications,
 
and
 
alleged
 
insider
 
conduct.
 
Those
 
issues
 
are
 
part
 
of
 
the
 
current
 
docket
 
posture,
 
but
 
they
 
do
 
not
 
answer
 
the
 
separate
 
estate
 
question
 
presented
 
by
 
this
 
Supplement:
 
whether
 
prepetition
 
investor-side
 
conduct,
 
disputed
 
governance
 
rights,
 
failed
 
financing
 
paths,
 
failed
 
acquisition
 
paths,
 
prior
 
counsel
 
conduct,
 
noteholder
 
authority,
 
creditor
 
coordination,
 
or
 
third-party
 
conduct
 
caused
 
recoverable
 
estate
 
value
 
to
 
be
 
lost
 
before
 
the
 
wind-down
 
occurred.

[Page 2]
This  Supplement  addresses  a  different  estate  question:   Petitioning  Creditors  are  focused  on  the  collapse.  Rule  2004  discovery  should  examine  the  
period
 
when
 
enterprise
 
value
 
could
 
still
 
have
 
been
 
preserved.
  The  question  is  not  merely  how  Cartwheel  collapsed.  The  question  is  whether  actions  by  
investors,
 
directors,
 
creditors,
 
counsel,
 
or
 
other
 
parties
 
contributed
 
to
 
the
 
destruction
 
of
 
enterprise
 
value
 
before
 
the
 
collapse
 
occurred.
  Mr.  LaValley  recognizes  that  the  Chapter  7  Trustee  controls  estate  claims.  This  Supplement  is  
not
 
submitted
 
to
 
ask
 
the
 
Court
 
to
 
decide
 
those
 
claims
 
now
 
or
 
to
 
substitute
 
Mr.
 
LaValley’s
 
judgment
 
for
 
the
 
Trustee’s.
 
It
 
is
 
submitted
 
because
 
the
 
record
 
identifies
 
potential
 
estate
 
claims
 
and
 
third-party
 
recovery
 
sources
 
that
 
cannot
 
be
 
evaluated
 
without
 
discovery.
  If  Gene  Wong  /  RSF  used  disputed  governance  rights,  investor  leverage,  creditor  leverage,  or  
litigation
 
threats
 
to
 
impair
 
financing
 
or
 
acquisition
 
paths
 
that
 
could
 
have
 
preserved
 
enterprise
 
value,
 
the
 
estate
 
may
 
hold
 
claims
 
against
 
solvent
 
third
 
parties
 
or
 
insured
 
professionals.
 
Rule
 
2004
 
discovery
 
is
 
necessary
 
to
 
determine
 
whether
 
those
 
claims
 
exist,
 
what
 
records
 
support
 
them,
 
who
 
possesses
 
those
 
records,
 
and
 
whether
 
any
 
recoverable
 
estate
 
value
 
was
 
lost
 
before
 
Cartwheel’s
 
final
 
wind-down.
  This  Supplement  does  not  ask  the  Court  to  decide  the  merits  of  any  claim,  avoidance  issue,  lien  
issue,
 
professional-liability
 
issue,
 
governance
 
issue,
 
fiduciary-duty
 
issue,
 
or
 
bad-faith
 
issue
 
at
 
this
 
time.
 
It
 
seeks
 
targeted
 
Rule
 
2004
 
discovery
 
because
 
there
 
are
 
substantial
 
unresolved
 
factual
 
questions
 
concerning
 
prepetition
 
value
 
loss,
 
failed
 
financing
 
paths,
 
failed
 
acquisition
 
paths,
 
disputed
 
governance
 
rights,
 
prior
 
counsel
 
conduct,
 
noteholder
 
authority,
 
creditor
 
coordination,
 
and
 
third-party
 
records.
  I.  APPARENT  TRANSACTION  VALUE  AND  REALIZABLE  ESTATE  VALUE  ARE  NOT  THE  
SAME
 
THING
  1.  Cartwheel  was  a  high-risk  robotics  startup  attempting  to  build  a  full-stack  humanoid  robot.

[Page 3]
2.  It  had  employees,  technology,  investors,  financing  efforts,  strategic  interest,  acquisition  
discussions,
 
and
 
potential
 
value-preservation
 
paths.
  3.  Cartwheel’s  value  was  not  limited  to  hard  assets,  isolated  files,  or  equipment.   4.  Cartwheel’s  value  depended  on  the  team,  CEO/founder  continuity,  technical  continuity,  
financing,
 
investor
 
confidence,
 
governance
 
stability,
 
clean
 
transaction
 
authority,
 
and
 
the
 
ability
 
to
 
survive
 
diligence.
  5.  The  existence  of  acquisition  interest,  strategic  discussions,  or  financing  term  sheets  does  not  
end
 
the
 
estate-value
 
inquiry.
  6.  It  makes  the  inquiry  more  important.   7.  Those  opportunities  may  show  that  Cartwheel  had  apparent  value-preservation  paths  before  
collapse.
  8.  But  acquisition  interest  and  term  sheets  are  not  the  same  thing  as  realized  estate  value.   9.  They  depend  on  diligence,  governance  stability,  investor  confidence,  transaction  authority,  
absence
 
of
 
unresolved
 
litigation
 
threats,
 
technical
 
continuity,
 
and
 
the
 
willingness
 
of
 
investors,
 
employees,
 
founders,
 
and
 
counterparties
 
to
 
proceed.
  10.  If  prospective  investors  or  acquirers  perceived  Cartwheel  as  burdened  by  unresolved  
governance
 
disputes,
 
litigation
 
threats,
 
disputed
 
authority,
 
or
 
investor-side
 
conflict,
 
then
 
apparent
 
transaction
 
value
 
could
 
become
 
unrealizable
 
during
 
diligence.
  11.  Rule  2004  discovery  should  therefore  examine  not  only  whether  proposals  or  term  sheets  
existed,
 
but
 
why
 
those
 
opportunities
 
did
 
not
 
survive
 
diligence,
 
negotiation,
 
governance
 
review,
 
investor
 
review,
 
team-continuity
 
review,
 
or
 
transaction
 
execution.
  12.  Petitioning  Creditors’  current  narrative  focuses  on  visible  end-stage  assertions:  family  
relationships,
 
UCC
 
timing,
 
wind-down
 
transactions,
 
bank
 
records,
 
payroll
 
records,
 
Engineered
 
Arts
 
communications,
 
and
 
alleged
 
selective
 
disclosures.

[Page 4]
13.  Mr.  LaValley  disputes  those  assertions  and  believes  they  are  false  or  materially  misleading.   14.  More  importantly,  those  assertions  do  not  answer  causation.   15.  The  central  estate-value  question  is  what  caused  Cartwheel’s  financing,  acquisition,  
investor-confidence,
 
team-continuity,
 
and
 
value-preservation
 
paths
 
to
 
fail
 
before
 
the
 
wind-down.
  16.  Without  Rule  2004  discovery,  the  estate  risks  mistaking  disputed  end-stage  allegations  for  
the
 
cause
 
of
 
value
 
loss,
 
rather
 
than
 
investigating
 
whether
 
value-preservation
 
paths
 
had
 
already
 
been
 
impaired
 
by
 
prepetition
 
investor-side
 
conduct,
 
disputed
 
governance
 
rights,
 
litigation
 
threats,
 
failed
 
financing
 
paths,
 
failed
 
acquisition
 
paths,
 
prior
 
counsel
 
conduct,
 
or
 
creditor
 
coordination.
  II.  GENE  WONG  /  RSF  SITS  AT  THE  CENTER  OF  MULTIPLE  UNRESOLVED  ESTATE  
QUESTIONS
  17.  Gene  Wong  /  RSF  was  not  a  passive  creditor.   18.  Mr.  Wong  was  an  investor-side  actor  involved  in  governance,  financing,  strategic  
alternatives,
 
investor
 
communications,
 
and
 
later
 
creditor
 
strategy.
  19.  Mr.  LaValley  does  not  contend  that  Mr.  Wong  was  prohibited  from  expressing  views  as  an  
investor,
 
board
 
member,
 
creditor,
 
or
 
governance
 
participant.
  20.  The  issue  is  whether  Mr.  Wong  used  threats  of  litigation,  disputed  authority,  investor  
leverage,
 
governance
 
leverage,
 
or
 
creditor
 
leverage
 
in
 
ways
 
that
 
affected
 
Cartwheel’s
 
financing,
 
acquisition
 
discussions,
 
diligence,
 
runway,
 
team
 
continuity,
 
investor
 
confidence,
 
or
 
enterprise
 
value.
  21.  Mr.  LaValley  has  personal  knowledge  of  communications  in  which  Gene  Wong  /  RSF  
asserted
 
disputed
 
governance
 
rights,
 
raised
 
litigation
 
threats,
 
applied
 
investor-side
 
pressure,
 
and
 
later
 
participated
 
in
 
creditor-side
 
strategy
 
during
 
live
 
financing
 
and
 
acquisition
 
periods.

[Page 5]
22.  The  Trustee  and  Court  need  not  decide  now  whether  that  conduct  was  proper  or  improper.   23.  The  present  point  is  narrower:  Mr.  Wong  sits  at  the  center  of  multiple  unresolved  factual  
questions
 
directly
 
relevant
 
to
 
estate
 
value.
  24.  Those  questions  include:   a.  what  role  Mr.  Wong  /  RSF  played  in  Cartwheel’s  financing  efforts;   b.  what  role  Mr.  Wong  /  RSF  played  in  acquisition  or  strategic-transaction  discussions;   c.  what  governance  rights  Mr.  Wong  /  RSF  asserted;   d.  what  threats  of  litigation  or  demand  communications  were  made;   e.  what  communications  Mr.  Wong  /  RSF  had  with  Petitioning  Creditors,  BBG-related  parties,  
corporate
 
counsel,
 
prior
 
corporate
 
counsel,
 
investors,
 
noteholders,
 
employees,
 
and
 
transaction
 
counterparties;
  f.  whether  disputed  governance  rights  affected  investor  confidence,  diligence,  team  continuity,  or  
transaction
 
authority;
  g.  whether  financing  or  acquisition  opportunities  were  impaired  by  investor-side  pressure,  
creditor-side
 
strategy,
 
or
 
litigation
 
threats;
 
and
  h.  whether  Petitioning  Creditors’  bankruptcy  narrative  was  shaped  by  Mr.  Wong  /  RSF’s  
prepetition
 
governance,
 
financing,
 
creditor,
 
or
 
noteholder-related
 
posture.
  III.  GENE  WONG’S  AUGUST  18,  2025  EMAIL  IS  A  CONCRETE,  DOCUMENT-SUPPORTED  
BASIS
 
FOR
 
RULE
 
2004
 
DISCOVERY
  25.  One  concrete  document  makes  Rule  2004  discovery  particularly  appropriate.

[Page 6]
26.  On  August  18,  2025,  Mr.  LaValley  emailed  Gene  Wong  to  clarify  a  statement  Mr.  Wong  had  
made
 
during
 
an
 
August
 
8,
 
2025
 
call.
 
Mr.
 
LaValley
 
wrote
 
that
 
Mr.
 
Wong
 
had
 
said
 
that
 
if
 
the
 
parties
 
could
 
not
 
“work
 
things
 
out,”
 
Mr.
 
Wong
 
would
 
“tank
 
the
 
deal,”
 
and
 
asked
 
whether
 
Mr.
 
Wong
 
meant
 
that
 
if
 
agreement
 
was
 
not
 
reached
 
regarding
 
Mr.
 
LaValley’s
 
concerns
 
with
 
the
 
Amended
 
Certificate
 
of
 
Incorporation,
 
Mr.
 
Wong
 
would
 
block
 
financing
 
that
 
Mr.
 
LaValley
 
brought
 
to
 
the
 
table.
  27.  Mr.  Wong  responded:  “Yes,  that  is  what  I  meant.”  Mr.  Wong  then  stated  that  RSF’s  
protective
 
provisions
 
“stay
 
in
 
force,”
 
and
 
added
 
that,
 
other
 
than
 
those
 
items,
 
he
 
had
 
no
 
interest
 
in
 
“tanking
 
the
 
deal.”
  28.  Attached  as  Exhibit  A  is  a  true  and  correct  copy  of  an  email  Mr.  LaValley  received  from  
Gene
 
Wong
 
on
 
August
 
18,
 
2025.
 
Mr.
 
LaValley
 
contemporaneously
 
forwarded
 
the
 
email
 
from
 
his
 
Cartwheel
 
Robotics
 
email
 
account
 
to
 
his
 
personal
 
Gmail
 
account
 
for
 
preservation
 
and
 
personal
 
defense.
 
The
 
copy
 
attached
 
as
 
Exhibit
 
A
 
is
 
the
 
preservation
 
copy
 
available
 
to
 
Mr.
 
LaValley.
  29.  This  email  is  not  submitted  to  ask  the  Court  to  decide,  at  this  stage,  whether  Mr.  Wong  acted  
improperly,
 
whether
 
the
 
ACOI
 
was
 
valid,
 
or
 
whether
 
any
 
claim
 
exists
 
against
 
Mr.
 
Wong,
 
RSF,
 
or
 
any
 
Petitioning
 
Creditor.
  30.  It  is  submitted  for  the  narrower  purpose  of  showing  that  disputed  ACOI  and  
protective-provision
 
issues
 
were
 
being
 
asserted
 
in
 
connection
 
with
 
Cartwheel’s
 
financing
 
path
 
during
 
a
 
live
 
value-preservation
 
period.
  31.  This  exhibit  shows  a  concrete  basis  for  discovery.  It  links  Mr.  Wong’s  own  written  response  
to
 
disputed
 
ACOI
 
and
 
protective-provision
 
issues
 
during
 
a
 
live
 
financing
 
period.
 
That
 
is
 
sufficient
 
to
 
justify
 
investigation;
 
it
 
does
 
not
 
require
 
the
 
Court
 
to
 
decide
 
liability
 
now.
  32.  The  email  therefore  supports  Rule  2004  discovery  into  whether  Gene  Wong  /  RSF,  
Petitioning
 
Creditors,
 
BBG-related
 
parties,
 
counsel,
 
or
 
other
 
investor-side
 
actors
 
used
 
disputed
 
governance
 
rights,
 
protective
 
provisions,
 
litigation
 
threats,
 
investor
 
leverage,
 
or
 
creditor
 
leverage
 
in
 
a
 
manner
 
that
 
impaired
 
financing,
 
chilled
 
diligence,
 
affected
 
investor
 
confidence,
 
reduced
 
runway,
 
disrupted
 
acquisition
 
or
 
strategic
 
alternatives,
 
impaired
 
team
 
or
 
CEO
 
continuity,
 
or
 
contributed
 
to
 
enterprise-value
 
loss
 
before
 
Cartwheel’s
 
collapse.

[Page 7]
IV.  DISPUTED  GOVERNANCE  RIGHTS  MAY  HAVE  AFFECTED  FINANCING,  DILIGENCE,  
TEAM
 
CONTINUITY,
 
AND
 
STRATEGIC
 
ALTERNATIVES
  33.  The  governance  issue  is  central  to  estate  value.   34.  Cartwheel’s  financing  and  strategic  alternatives  depended  on  a  stable  and  credible  
governance
 
structure.
  35.  Mr.  LaValley  understands  that  disputed  governance  rights,  board  rights,  veto  rights,  consent  
rights,
 
and
 
protective
 
provisions
 
became
 
central
 
issues
 
during
 
Cartwheel’s
 
financing
 
and
 
transaction
 
efforts.
  36.  Mr.  LaValley  further  understands  that  Fenwick  later  concluded  that  the  operative  governance  
documents
 
creating
 
or
 
purporting
 
to
 
create
 
certain
 
disputed
 
rights
 
were
 
defective
 
or
 
invalid.
  37.  The  Trustee  need  not  decide  the  validity  of  those  governance  positions  now.   38.  The  relevant  discovery  question  is  whether  Gene  Wong  /  RSF  asserted  governance  rights  
that
 
were
 
later
 
disputed
 
or
 
found
 
defective,
 
and
 
whether
 
those
 
assertions
 
affected
 
financing,
 
diligence,
 
acquisition
 
discussions,
 
investor
 
confidence,
 
runway,
 
team
 
continuity,
 
CEO/founder
 
continuity,
 
or
 
enterprise
 
value.
  39.  The  practical  estate  issue  is  whether  disputed  investor-side  veto/protective-right  assertions  
impaired
 
Cartwheel’s
 
ability
 
to
 
present
 
investors
 
or
 
strategic
 
counterparties
 
with
 
clear
 
board-majority
 
transaction
 
authority
 
consistent
 
with
 
the
 
financing
 
term
 
sheet.
  40.  Rule  2004  discovery  should  determine:   a.  what  governance  rights  were  asserted;   b.  who  asserted  them;   c.  what  documents  were  relied  upon;

[Page 8]
d.  what  approvals  were  obtained  or  omitted;   e.  what  investors,  noteholders,  employees,  or  counterparties  were  told;   f.  what  counsel  advised;  and   g.  whether  disputed  governance  positions  impaired  Cartwheel’s  ability  to  raise  capital,  complete  
a
 
strategic
 
transaction,
 
retain
 
the
 
team,
 
retain
 
founder/CEO
 
continuity,
 
or
 
survive
 
diligence.
  V.  RULE  2004  SHOULD  EXAMINE  WHY  CARTWHEEL’S  FINANCING  PATHS  FAILED   41.  Cartwheel  pursued  multiple  financing  paths  before  collapse.   42.  Those  paths  included  bridge  financing,  seed  financing,  strategic  financing,  Murata-related  
financing,
 
BBG-related
 
financing,
 
and
 
other
 
investor
 
discussions.
  43.  Rule  2004  discovery  should  examine  why  those  paths  failed.   44.  The  relevant  questions  include:   a.  what  prospective  investors  were  told  about  governance  disputes,  litigation  threats,  investor  
disputes,
 
board
 
rights,
 
veto
 
rights,
 
protective
 
provisions,
 
or
 
control
 
issues;
  b.  what  communications  Gene  Wong  /  RSF  had  with  prospective  investors;   c.  what  communications  BBG-related  parties  had  with  Gene  Wong  /  RSF,  Petitioning  Creditors,  
counsel,
 
noteholders,
 
or
 
prospective
 
investors;
  d.  what  role  demand  communications  played  in  financing  diligence;   e.  whether  threatened  litigation  or  unresolved  governance  disputes  chilled  investor  willingness  
to
 
proceed;

[Page 9]
f.  whether  existing  investors  refused  to  support  financing  while  also  asserting  control  or  blocking  
rights;
  g.  whether  disputed  governance  rights  affected  Cartwheel’s  ability  to  close  financing;   h.  whether  prospective  investors  raised  concerns  about  management  continuity,  team  continuity,  
litigation
 
risk,
 
governance
 
risk,
 
or
 
transaction
 
authority;
 
and
  i.  whether  communications  exist  showing  that  financing  failed  because  apparent  enterprise  
value
 
became
 
unrealizable
 
due
 
to
 
investor-side
 
conflict
 
rather
 
than
 
lack
 
of
 
technical
 
or
 
commercial
 
potential.
  VI.  RULE  2004  SHOULD  EXAMINE  WHY  ENGINEERED  ARTS  AND  OTHER  STRATEGIC  
PATHS
 
DID
 
NOT
 
PROCEED
  45.  Engineered  Arts  is  central  because  it  may  show  whether  there  was  a  value-preserving  
transaction
 
opportunity
 
and
 
why
 
that
 
opportunity
 
failed.
  46.  Engineered  Arts  was  not  merely  a  post-collapse  talking  point.   47.  Engineered  Arts  appears  in  the  record  as  a  potential  financing,  acquisition,  asset  
transaction,
 
lease,
 
creditor-payment,
 
or
 
continued-business
 
path.
  48.  Mr.  LaValley  also  believes  Gene  Wong  /  RSF  opposed  an  earlier  Engineered  Arts  financing  
or
 
acquisition
 
path
 
before
 
the
 
later
 
governance
 
dispute
 
fully
 
crystallized.
  49.  According  to  Mr.  LaValley’s  personal  recollection,  Mr.  Wong  threatened  to  sue  Mr.  LaValley  if  
Mr.
 
LaValley
 
did
 
not
 
reject
 
or
 
handle
 
that
 
opportunity
 
as
 
Mr.
 
Wong
 
instructed.
  50.  Again,  the  issue  is  not  whether  Mr.  Wong  was  permitted  to  express  views.   51.  The  issue  is  whether  litigation  threats  or  investor  pressure  were  used  to  control  or  impair  
Cartwheel’s
 
financing
 
and
 
strategic
 
alternatives.

[Page 10]
52.  Mr.  LaValley  also  understands  from  a  direct  conversation  with  Nick  Desmarais  that  
Engineered
 
Arts’
 
willingness
 
to
 
proceed
 
may
 
have
 
been
 
affected
 
by
 
trust
 
concerns
 
involving
 
Gene
 
Wong
 
/
 
RSF,
 
including
 
concerns
 
relating
 
to
 
the
 
recording
 
of
 
a
 
meeting.
  53.  Mr.  LaValley  does  not  ask  the  Court  to  decide  that  issue  now.  It  is  included  because  it  
provides
 
another
 
concrete
 
reason
 
why
 
Rule
 
2004
 
discovery
 
should
 
examine
 
why
 
Engineered
 
Arts
 
did
 
not
 
proceed,
 
what
 
concerns
 
were
 
raised,
 
what
 
communications
 
exist,
 
and
 
whether
 
investor-side
 
conduct
 
or
 
trust-related
 
diligence
 
concerns
 
impaired
 
a
 
potential
 
value-preserving
 
transaction
 
path.
  54.  Rule  2004  discovery  should  determine:   a.  what  Engineered  Arts  proposed;   b.  what  diligence  occurred;   c.  what  concerns  were  raised;   d.  who  communicated  with  Engineered  Arts;   e.  what  Gene  Wong  /  RSF  knew,  said,  or  demanded;   f.  what  communications  occurred  with  investors,  noteholders,  employees,  or  counsel;   g.  whether  Engineered  Arts  or  any  other  strategic  counterparty  was  affected  by  governance  
disputes,
 
litigation
 
threats,
 
disputed
 
authority,
 
creditor
 
demands,
 
demand
 
letters,
 
investor-side
 
pressure,
 
team-continuity
 
issues,
 
CEO/founder-continuity
 
issues,
 
trust
 
concerns,
 
meeting-recording
 
concerns,
 
or
 
diligence
 
concerns;
 
and
  h.  why  the  opportunity  did  not  proceed.   VII.  PRIOR  CORPORATE  COUNSEL  CRAIG  MACY  IS  A  CENTRAL  FACT  WITNESS  AND  
RECORD
 
CUSTODIAN

[Page 11]
55.  Prior  corporate  counsel  Craig  Macy  is  one  of  the  most  important  Rule  2004  targets.   56.  Mr.  Macy  and/or  prior  corporate  counsel  may  possess  documents  and  communications  
concerning
 
governance
 
documents,
 
financing
 
documents,
 
investor
 
rights,
 
board
 
structure,
 
disputed
 
veto
 
or
 
consent
 
rights,
 
secured
 
note
 
documentation,
 
UCC
 
issues,
 
compensation
 
documentation,
 
and
 
conflict
 
issues.
  57.  Prior  counsel’s  role  is  estate-relevant  because  counsel-side  conduct  may  connect  the  
governance
 
dispute,
 
financing
 
impairment,
 
UCC-perfection
 
issues,
 
secured-note
 
documentation,
 
and
 
potential
 
estate
 
claims.
  58.  Rule  2004  discovery  should  determine:   a.  what  governance  documents  were  drafted;   b.  what  financing  documents  were  drafted;   c.  what  investor  rights  were  negotiated  or  inserted;   d.  what  approvals  were  required;   e.  what  approvals  were  obtained  or  omitted;   f.  what  disclosures  were  made  to  Cartwheel,  directors,  stockholders,  investors,  or  noteholders;   g.  what  conflict  disclosures  or  waivers  existed;   h.  whether  prior  counsel  represented  both  Cartwheel  and  investor-side  interests;   i.  what  communications  prior  counsel  had  with  Gene  Wong  /  RSF;   j.  what  communications  prior  counsel  had  with  Petitioning  Creditors  or  investor-side  parties;

[Page 12]
k.  what  advice  was  given  concerning  board  rights,  veto  rights,  consent  rights,  and  protective  
provisions;
  l.  what  advice  was  given  concerning  secured  notes,  security  agreements,  UCC  filings,  
perfection,
 
and
 
priority;
  m.  what  advice  was  given  concerning  founder  compensation  or  deferred  salary;   n.  what  advice  was  given  concerning  Engineered  Arts  or  other  strategic  alternatives;  and   o.  whether  any  estate  claims  exist  arising  from  those  events.   59.  Petitioning  Creditors  have  emphasized  UCC  timing,  governance,  insider  transactions,  and  
alleged
 
control.
  60.  Those  issues  cannot  be  evaluated  fairly  without  reviewing  prior  counsel’s  role  in  the  
documents,
 
advice,
 
omissions,
 
approvals,
 
communications,
 
and
 
conflict
 
issues
 
that
 
preceded
 
the
 
bankruptcy.
  61.  Mr.  LaValley  does  not  ask  the  Court  to  decide  any  malpractice,  conflict,  lien,  priority,  
governance,
 
or
 
avoidance
 
issue
 
through
 
this
 
Supplement.
  62.  He  seeks  discovery  because  prior  counsel’s  records  may  reveal  facts  directly  relevant  to  
estate
 
value,
 
estate
 
claims,
 
disputed
 
governance
 
rights,
 
and
 
the
 
failure
 
of
 
financing
 
or
 
acquisition
 
paths.
  VIII.  PETITIONING  CREDITOR,  BBG-RELATED,  AND  NOTEHOLDER  COORDINATION  
SHOULD
 
BE
 
TESTED
 
THROUGH
 
DISCOVERY
  63.  Petitioning  Creditors  appear  to  have  entered  this  bankruptcy  case  with  a  preexisting  
narrative
 
concerning
 
insider
 
transfers,
 
family
 
relationships,
 
control,
 
UCC
 
timing,
 
Engineered
 
Arts,
 
records,
 
D&O
 
insurance,
 
and
 
alleged
 
selective
 
disclosures.
  64.  Mr.  LaValley  does  not  believe  that  narrative  was  first  developed  during  the  341  process.

[Page 13]
65.  Mr.  LaValley  believes  the  341  process,  ECF  No.  80  proceedings,  and  the  June  9  hearing  
were
 
used
 
to
 
advance
 
a
 
preexisting
 
narrative
 
shaped
 
by
 
Gene
 
Wong
 
/
 
RSF’s
 
prepetition
 
governance,
 
financing,
 
creditor,
 
and
 
litigation
 
posture.
  66.  Rule  2004  discovery  should  examine  how  that  narrative  was  developed,  who  developed  it,  
what
 
records
 
were
 
relied
 
upon,
 
what
 
contrary
 
records
 
were
 
ignored,
 
and
 
what
 
communications
 
occurred
 
among
 
Petitioning
 
Creditors,
 
Gene
 
Wong
 
/
 
RSF,
 
BBG-related
 
parties,
 
counsel,
 
and
 
convertible
 
noteholders
 
before
 
and
 
after
 
the
 
involuntary
 
petition
 
was
 
filed.
  67.  Discovery  should  also  determine  whether  Gene  Wong  /  RSF  claimed,  implied,  or  allowed  
others
 
to
 
believe
 
that
 
he
 
represented
 
the
 
interests
 
of
 
the
 
convertible
 
noteholder
 
body
 
as
 
a
 
whole,
 
and
 
whether
 
that
 
representation
 
was
 
accurate.
  68.  Mr.  LaValley  understands  that  not  all  convertible  noteholders  were  notified  of,  consulted  
about,
 
or
 
asked
 
to
 
authorize
 
the
 
involuntary
 
bankruptcy
 
strategy,
 
Petitioning
 
Creditors’
 
bankruptcy
 
narrative,
 
or
 
any
 
representation
 
that
 
Gene
 
Wong
 
/
 
RSF
 
or
 
aligned
 
Petitioning
 
Creditors
 
were
 
acting
 
for
 
or
 
speaking
 
on
 
behalf
 
of
 
the
 
noteholder
 
body.
  69.  This  issue  is  especially  important  because,  to  Mr.  LaValley’s  knowledge,  Nick  Desmarais  
personally
 
and
 
Engineered
 
Arts
 
were
 
each
 
convertible
 
noteholders
 
and
 
together
 
represented
 
approximately
 
$500,000
 
of
 
the
 
convertible-note
 
financing,
 
or
 
two
 
of
 
the
 
ten
 
noteholder
 
positions.
 
Engineered
 
Arts
 
also
 
appears
 
in
 
the
 
record
 
as
 
a
 
potential
 
financing,
 
acquisition,
 
asset
 
transaction,
 
lease,
 
creditor-payment,
 
or
 
continued-business
 
path.
  70.  To  Mr.  LaValley’s  knowledge,  neither  Nick  Desmarais  personally  nor  Engineered  Arts  has  
filed
 
a
 
proof
 
of
 
claim
 
or
 
joined
 
the
 
Petitioning
 
Creditors’
 
active
 
claim
 
posture
 
to
 
date.
  71.  The  absence  of  those  claim  filings  is  not  submitted  as  proof  of  any  conclusion.  It  is  
submitted
 
as
 
an
 
additional
 
reason
 
why
 
Rule
 
2004
 
discovery
 
should
 
test
 
whether
 
Petitioning
 
Creditors’
 
narrative
 
reflects
 
a
 
broad
 
noteholder
 
position
 
or
 
only
 
the
 
position
 
of
 
a
 
subset
 
of
 
aligned
 
creditor/investor-side
 
parties.

[Page 14]
72.  Rule  2004  discovery  should  determine  whether  Nick  Desmarais,  Engineered  Arts,  or  any  
other
 
non-participating
 
noteholder
 
was
 
notified,
 
consulted,
 
asked
 
to
 
authorize
 
any
 
bankruptcy
 
position,
 
declined
 
to
 
participate,
 
disagreed
 
with
 
the
 
narrative,
 
possessed
 
contrary
 
information,
 
or
 
had
 
information
 
regarding
 
why
 
financing
 
or
 
acquisition
 
paths
 
did
 
not
 
proceed.
  73.  This  issue  is  directly  relevant  because  Petitioning  Creditors’  narrative  appears  to  be  
presented
 
as
 
a
 
broader
 
creditor
 
or
 
noteholder
 
concern,
 
while
 
the
 
record
 
to
 
date
 
reflects
 
active
 
participation
 
by
 
only
 
a
 
subset
 
of
 
the
 
convertible
 
noteholder
 
body.
 
To
 
Mr.
 
LaValley’s
 
understanding,
 
two
 
of
 
the
 
three
 
Petitioning
 
Creditors
 
—
 
RSF
 
Robotics
 
I
 
and
 
the
 
Wong
 
Family
 
Revocable
 
Trust
 
—
 
are
 
controlled
 
by
 
or
 
affiliated
 
with
 
Gene
 
Wong
 
/
 
RSF.
 
Rule
 
2004
 
discovery
 
should
 
therefore
 
determine
 
whether
 
the
 
Petitioning
 
Creditors’
 
position
 
reflects
 
a
 
broader
 
noteholder
 
consensus
 
or
 
primarily
 
the
 
position
 
of
 
Gene
 
Wong
 
/
 
RSF,
 
aligned
 
Petitioning
 
Creditors,
 
and
 
BBG-related
 
parties.
  74.  Rule  2004  discovery  should  determine  which  noteholders  were  notified,  what  they  were  told,  
which
 
noteholders
 
authorized
 
Gene
 
Wong
 
/
 
RSF
 
or
 
any
 
Petitioning
 
Creditor
 
to
 
speak
 
or
 
act
 
on
 
their
 
behalf,
 
whether
 
any
 
noteholders
 
disagreed
 
or
 
declined
 
to
 
participate,
 
and
 
whether
 
any
 
contrary
 
noteholder
 
views
 
were
 
omitted
 
from
 
the
 
narrative
 
presented
 
to
 
the
 
Trustee,
 
the
 
Court,
 
creditors,
 
or
 
other
 
parties.
  75.  This  inquiry  is  relevant  to  creditor  coordination,  petition  strategy,  bad  faith,  estate  value,  
noteholder
 
authority,
 
claim
 
strategy,
 
and
 
whether
 
the
 
bankruptcy
 
process
 
is
 
being
 
used
 
as
 
a
 
neutral
 
estate
 
process
 
or
 
as
 
a
 
continuation
 
of
 
a
 
prepetition
 
investor-control
 
and
 
creditor-pressure
 
dispute.
  IX.  THIRD-PARTY  RECORD  CUSTODIANS  SHOULD  BE  IDENTIFIED   76.  Many  of  the  records  necessary  to  evaluate  the  issues  raised  in  this  Supplement  are  held  by  
third
 
parties,
 
not
 
by
 
Mr.
 
LaValley
 
or
 
Samantha
 
Conway.
  77.  Rule  2004  discovery  should  identify  third-party  records  necessary  to  evaluate  the  issues  
raised
 
in
 
this
 
Supplement,
 
including
 
records
 
held
 
by:
  a.  Gene  Wong  /  RSF;

[Page 15]
b.  Petitioning  Creditors;   c.  BBG-related  parties;   d.  Petitioning  Creditors’  counsel;   e.  prior  corporate  counsel  Craig  Macy;   f.  corporate  counsel;   g.  Engineered  Arts-related  parties;   h.  accounting  and  payroll  providers;   i.  banks;   j.  technical  custodians;   k.  source-code  custodians;   l.  CAD  custodians;   m.  cloud-service  providers;  and   n.  former  employees.   78.  Relevant  records  may  include  demand  letters,  litigation-threat  communications,  governance  
communications,
 
financing
 
diligence,
 
investor
 
communications,
 
acquisition
 
communications,
 
Engineered
 
Arts
 
communications,
 
BBG-related
 
communications,
 
noteholder
 
communications,
 
Petitioning
 
Creditor
 
coordination
 
communications,
 
prior
 
counsel
 
communications,
 
corporate
 
counsel
 
communications,
 
accounting
 
records,
 
payroll
 
records,
 
bank
 
records,
 
source-code
 
custody
 
records,
 
CAD
 
records,
 
cloud-service
 
records,
 
communications
 
concerning
 
D&O

[Page 16]
insurance  or  bankruptcy  strategy,  communications  concerning  team  continuity,  CEO/founder  
continuity,
 
diligence
 
concerns,
 
trust
 
concerns,
 
or
 
meeting-recording
 
concerns.
  X.  REQUESTED  EXAMINATIONS  AND  DOCUMENT  PRODUCTION   79.  To  avoid  any  unnecessary  privilege  dispute,  the  requested  discovery  concerning  Petitioning  
Creditors’
 
counsel
 
is
 
limited
 
to
 
non-privileged
 
communications,
 
documents
 
transmitted
 
to
 
or
 
received
 
from
 
third
 
parties,
 
and
 
documents
 
sufficient
 
to
 
show
 
communications
 
among
 
Petitioning
 
Creditors,
 
Gene
 
Wong
 
/
 
RSF,
 
BBG-related
 
parties,
 
noteholders,
 
Engineered
 
Arts-related
 
parties,
 
prior
 
counsel,
 
corporate
 
counsel,
 
or
 
other
 
non-privileged
 
third
 
parties.
  80.  Mr.  LaValley  requests  authority  to  examine  and  obtain  documents  from  Gene  Wong  /  RSF  
concerning:
  a.  governance  rights,  board  rights,  veto  rights,  consent  rights,  and  protective  provisions;   b.  financing  efforts,  investor  communications,  demand  letters,  and  litigation  threats;   c.  Engineered  Arts  and  other  acquisition  or  strategic  transaction  discussions;   d.  communications  with  BBG-related  parties,  Petitioning  Creditors,  Petitioning  Creditors’  
counsel,
 
corporate
 
counsel,
 
prior
 
corporate
 
counsel
 
Craig
 
Macy,
 
prospective
 
investors,
 
transaction
 
counterparties,
 
employees,
 
or
 
convertible
 
noteholders;
  e.  communications  concerning  whether  any  financing,  acquisition,  or  strategic  transaction  would  
be
 
supported,
 
blocked,
 
opposed,
 
impaired,
 
or
 
“tanked”;
  f.  all  communications  concerning  the  August  8,  2025  call,  the  August  18,  2025  “clarification  
needed”
 
email,
 
any
 
statement
 
that
 
a
 
financing,
 
acquisition,
 
transaction,
 
or
 
deal
 
would
 
be
 
blocked,
 
opposed,
 
impaired,
 
or
 
“tanked,”
 
including
 
native
 
copies,
 
metadata,
 
headers,
 
attachments,
 
calendar
 
entries,
 
notes,
 
and
 
related
 
communications
 
concerning
 
the
 
August
 
8,
 
2025
 
call
 
and
 
August
 
18,
 
2025
 
email,
 
and
 
any
 
communications
 
concerning
 
the
 
ACOI,
 
protective
 
provisions,
 
board
 
rights,
 
veto
 
rights,
 
consent
 
rights,
 
investor
 
rights,
 
or
 
governance
 
rights

[Page 17]
asserted  in  connection  with  Cartwheel’s  financing,  acquisition,  diligence,  or  strategic  
alternatives;
  g.  communications  with  or  concerning  any  convertible  noteholder  regarding  the  involuntary  
bankruptcy
 
petition,
 
petitioning-creditor
 
strategy,
 
proofs
 
of
 
claim,
 
claim
 
deadlines,
 
creditor
 
coordination,
 
alleged
 
insider
 
transfers,
 
Engineered
 
Arts,
 
foreclosure,
 
asset
 
recovery,
 
D&O
 
insurance,
 
governance
 
disputes,
 
litigation
 
threats,
 
or
 
any
 
representation
 
that
 
Gene
 
Wong
 
/
 
RSF,
 
Petitioning
 
Creditors,
 
or
 
their
 
counsel
 
were
 
acting
 
for
 
or
 
speaking
 
on
 
behalf
 
of
 
the
 
convertible
 
noteholders;
  h.  documents  or  communications  sufficient  to  show  whether  any  convertible  noteholder  
authorized
 
Gene
 
Wong
 
/
 
RSF,
 
Petitioning
 
Creditors,
 
or
 
Petitioning
 
Creditors’
 
counsel
 
to
 
act,
 
speak,
 
negotiate,
 
communicate,
 
or
 
pursue
 
bankruptcy
 
strategy
 
on
 
that
 
noteholder’s
 
behalf;
  i.  communications  concerning  team  continuity,  CEO/founder  continuity,  employee  willingness  to  
continue,
 
investor
 
diligence,
 
acquirer
 
diligence,
 
or
 
whether
 
unresolved
 
governance
 
disputes,
 
litigation
 
threats,
 
disputed
 
authority,
 
or
 
investor-side
 
conflict
 
affected
 
any
 
investor’s,
 
acquirer’s,
 
employee’s,
 
founder’s,
 
or
 
technical
 
contributor’s
 
willingness
 
to
 
proceed
 
with
 
a
 
financing,
 
acquisition,
 
continued-operation
 
path,
 
or
 
strategic
 
transaction;
 
and
  j.  communications  concerning  any  meeting  with  Engineered  Arts  or  Nick  Desmarais,  any  
recording
 
or
 
alleged
 
recording
 
of
 
such
 
meeting,
 
any
 
objection
 
or
 
concern
 
raised
 
by
 
Engineered
 
Arts
 
or
 
Nick
 
Desmarais
 
concerning
 
trust,
 
confidentiality,
 
investor-side
 
conduct,
 
governance
 
disputes,
 
or
 
Gene
 
Wong
 
/
 
RSF’s
 
involvement
 
in
 
any
 
financing,
 
acquisition,
 
asset
 
transaction,
 
creditor-payment
 
structure,
 
lease,
 
continued-operation
 
path,
 
or
 
other
 
strategic
 
alternative.
  81.  Mr.  LaValley  requests  authority  to  examine  and  obtain  documents  from  Craig  Macy  and/or  
prior
 
corporate
 
counsel
 
concerning:
  a.  governance  documents,  financing  documents,  investor  rights,  board  rights,  veto  rights,  
consent
 
rights,
 
and
 
protective
 
provisions;
  b.  conflicts  of  interest,  dual  representation,  conflict  disclosures,  and  waivers;

[Page 18]
c.  communications  with  Gene  Wong  /  RSF,  Petitioning  Creditors,  or  investor-side  parties;   d.  secured  notes,  security  agreements,  UCC  filings,  perfection,  priority,  deferred  rent,  founder  
loans,
 
and
 
compensation
 
documentation;
 
and
  e.  board  approvals,  stockholder  approvals,  disputed  control  rights,  Engineered  Arts,  demand  
communications,
 
and
 
any
 
advice
 
relevant
 
to
 
estate
 
claims.
  82.  Mr.  LaValley  requests  authority  to  examine  and  obtain  documents  from  Engineered  
Arts-related
 
parties,
 
including
 
Nick
 
Desmarais,
 
concerning:
  a.  acquisition  proposals,  financing  proposals,  lease  proposals,  asset-purchase  proposals,  
creditor-payment
 
proposals,
 
or
 
continued-operation
 
proposals;
  b.  communications  with  Gene  Wong  /  RSF,  BBG-related  parties,  Petitioning  Creditors,  
Petitioning
 
Creditors’
 
counsel,
 
corporate
 
counsel,
 
or
 
prior
 
corporate
 
counsel;
  c.  diligence,  asset  valuation,  employee  continuation,  founder/CEO  continuity,  source  code,  CAD,  
and
 
technical
 
continuity;
  d.  reasons  Engineered  Arts  did  not  proceed,  including  whether  litigation,  governance  disputes,  
investor
 
disputes,
 
creditor
 
pressure,
 
team-continuity
 
issues,
 
founder/CEO-continuity
 
issues,
 
or
 
diligence
 
concerns
 
affected
 
willingness
 
to
 
proceed;
  e.  communications  concerning  Nick  Desmarais’s  or  Engineered  Arts’  status  as  convertible  
noteholders,
 
whether
 
either
 
was
 
notified
 
of,
 
consulted
 
about,
 
authorized,
 
declined
 
to
 
participate
 
in,
 
or
 
disagreed
 
with
 
the
 
involuntary
 
bankruptcy
 
strategy,
 
Petitioning
 
Creditors’
 
claim
 
posture,
 
Petitioning
 
Creditors’
 
bankruptcy
 
narrative,
 
or
 
any
 
representation
 
that
 
Gene
 
Wong
 
/
 
RSF,
 
Petitioning
 
Creditors,
 
BBG-related
 
parties,
 
or
 
Petitioning
 
Creditors’
 
counsel
 
were
 
speaking
 
or
 
acting
 
on
 
behalf
 
of
 
the
 
convertible
 
noteholder
 
body;
 
and
  f.  communications  concerning  any  trust  concerns,  meeting-recording  concerns,  diligence  
concerns,
 
investor-side
 
conduct,
 
governance
 
disputes,
 
or
 
communications
 
involving
 
Gene
 
Wong
 
/
 
RSF
 
that
 
affected
 
Engineered
 
Arts’
 
willingness
 
to
 
proceed
 
with
 
any
 
financing,
 
acquisition,
 
asset

[Page 19]
transaction,  creditor-payment  structure,  lease,  continued-operation  path,  or  other  strategic  
alternative.
  83.  Mr.  LaValley  requests  authority  to  examine  and  obtain  documents  from  BBG-related  parties  
and
 
Petitioning
 
Creditors
 
concerning
 
non-privileged
 
communications
 
and
 
documents,
 
including
 
documents
 
transmitted
 
to
 
or
 
received
 
from
 
third
 
parties,
 
concerning:
  a.  communications  with  Gene  Wong  /  RSF;   b.  communications  with  Petitioning  Creditors’  counsel,  to  the  extent  non-privileged  or  involving  
third
 
parties;
  c.  communications  with  Engineered  Arts,  corporate  counsel,  prior  corporate  counsel,  investors,  
transaction
 
counterparties,
 
employees,
 
or
 
convertible
 
noteholders;
  d.  investor  diligence,  financing  decisions,  refusal  or  failure  to  fund,  governance  disputes,  
threatened
 
litigation,
 
bankruptcy
 
strategy,
 
petitioning-creditor
 
coordination,
 
claimed
 
noteholder
 
authority,
 
and
 
alleged
 
insider
 
conduct;
  e.  communications  concerning  Cartwheel’s  financing,  acquisition,  or  strategic  alternatives;   f.  communications  sufficient  to  show  whether  any  convertible  noteholder  authorized  Gene  Wong  
/
 
RSF,
 
Petitioning
 
Creditors,
 
BBG-related
 
parties,
 
or
 
Petitioning
 
Creditors’
 
counsel
 
to
 
act,
 
speak,
 
negotiate,
 
communicate,
 
or
 
pursue
 
bankruptcy
 
strategy
 
on
 
that
 
noteholder’s
 
behalf;
 
and
  g.  communications  and  documents  sufficient  to  show  who  authorized,  controlled,  approved,  or  
directed
 
each
 
Petitioning
 
Creditor’s
 
participation
 
in
 
the
 
involuntary
 
petition,
 
petitioning-creditor
 
strategy,
 
bankruptcy
 
narrative,
 
claim
 
posture,
 
and
 
any
 
representation
 
that
 
Petitioning
 
Creditors
 
were
 
acting
 
for
 
or
 
speaking
 
on
 
behalf
 
of
 
the
 
convertible
 
noteholder
 
body;
 
and
  h.  communications  concerning  whether  team  continuity,  CEO/founder  continuity,  unresolved  
governance
 
disputes,
 
litigation
 
threats,
 
disputed
 
authority,
 
investor-side
 
conflict,
 
trust
 
concerns,
 
meeting-recording
 
concerns,
 
or
 
diligence
 
concerns
 
affected
 
Cartwheel’s
 
ability
 
to
 
close
 
financing,
 
survive
 
diligence,
 
complete
 
a
 
strategic
 
transaction,
 
or
 
preserve
 
enterprise
 
value.

[Page 20]
84.  Mr.  LaValley  also  requests  authority  to  examine  and  obtain  records  from  accounting,  payroll,  
banking,
 
tax,
 
and
 
technical
 
custodians,
 
including
 
Deane
 
Albright,
 
QuickBooks/Intuit,
 
Gusto,
 
banks,
 
tax
 
agencies,
 
GitHub/source-code
 
administrators,
 
CAD
 
custodians,
 
former
 
employees,
 
and
 
other
 
system
 
custodians.
  XI.  PURPOSE  AND  LIMITATION  OF  REQUEST   85.  Mr.  LaValley  does  not  seek  Rule  2004  discovery  to  harass  Petitioning  Creditors  or  third  
parties.
  86.  He  seeks  discovery  because  there  are  substantial  unresolved  factual  questions  concerning  
prepetition
 
value
 
loss,
 
Gene
 
Wong
 
/
 
RSF’s
 
conduct,
 
failed
 
financing
 
paths,
 
failed
 
acquisition
 
paths,
 
disputed
 
governance
 
rights,
 
prior
 
counsel
 
conduct,
 
creditor
 
coordination,
 
noteholder
 
authority,
 
team
 
continuity,
 
diligence
 
issues,
 
and
 
third-party
 
records.
  87.  The  requested  discovery  is  designed  to  determine:   a.  what  caused  Cartwheel’s  financing  path  to  fail;   b.  what  caused  Cartwheel’s  acquisition  and  strategic-transaction  paths  to  fail;   c.  whether  Gene  Wong  /  RSF  or  related  investor-side  actors  impaired  financing,  chilled  
acquisition
 
discussions,
 
disrupted
 
diligence,
 
reduced
 
runway,
 
damaged
 
enterprise
 
value,
 
impaired
 
team
 
or
 
CEO/founder
 
continuity,
 
or
 
contributed
 
to
 
Cartwheel’s
 
collapse;
  d.  whether  disputed  governance  rights  were  used  to  impair  financing  or  acquisition  
opportunities;
  e.  whether  prior  counsel  conflicts  or  omissions  contributed  to  governance,  perfection,  financing,  
or
 
asset-recovery
 
issues;
  f.  why  Engineered  Arts  did  not  proceed;

[Page 21]
g.  whether  Petitioning  Creditors  entered  the  bankruptcy  with  a  preexisting  narrative  shaped  by  
Gene
 
Wong
 
/
 
RSF’s
 
prepetition
 
conduct;
  h.  whether  Petitioning  Creditors  or  investor-side  parties  coordinated  claims,  creditor  positions,  
petition
 
strategy,
 
or
 
claimed
 
noteholder
 
authority;
  i.  what  records  may  exist  with  third-party  custodians;  and   j.  whether  estate  claims  exist  against  Petitioning  Creditors,  investor-side  parties,  prior  counsel,  
or
 
other
 
third
 
parties.
  88.  Mr.  LaValley  does  not  ask  the  Court  to  decide  these  issues  now.   89.  He  asks  only  that  discovery  be  allowed  so  that  the  estate,  the  Trustee,  and  the  Court  can  
evaluate
 
the
 
complete
 
record
 
rather
 
than
 
a
 
narrative
 
focused
 
primarily
 
on
 
the
 
company’s
 
final
 
months.
  XII.  CONCLUSION   90.  Petitioning  Creditors  ask  the  estate  to  focus  on  Cartwheel’s  collapse.   91.  Mr.  LaValley  asks  the  estate  to  investigate  what  happened  before  the  collapse,  when  
enterprise
 
value
 
could
 
still
 
have
 
been
 
preserved.
  92.  Acquisition  interest,  strategic  discussions,  and  financing  term  sheets  do  not  eliminate  the  
need
 
for
 
discovery.
 
They
 
make
 
discovery
 
more
 
important
 
because
 
they
 
show
 
apparent
 
value-preservation
 
paths
 
that
 
may
 
have
 
depended
 
on
 
diligence,
 
governance
 
stability,
 
investor
 
confidence,
 
technical
 
continuity,
 
team
 
participation,
 
and
 
CEO/founder
 
continuity.
  93.  The  estate  should  determine  whether  those  apparent  value-preservation  paths  became  
unrealizable
 
because
 
of
 
unresolved
 
governance
 
disputes,
 
disputed
 
authority,
 
litigation
 
threats,
 
investor-side
 
pressure,
 
creditor-side
 
strategy,
 
diligence
 
concerns,
 
trust
 
concerns,
 
meeting-recording
 
concerns,
 
or
 
communications
 
involving
 
Gene
 
Wong
 
/
 
RSF
 
or
 
aligned
 
parties.

[Page 22]
94.  Gene  Wong  /  RSF  sits  at  the  center  of  that  inquiry.   95.  Mr.  LaValley  has  personal  knowledge  of  communications  in  which  Gene  Wong  /  RSF  
asserted
 
disputed
 
governance
 
rights,
 
raised
 
litigation
 
threats,
 
applied
 
investor-side
 
pressure,
 
and
 
later
 
participated
 
in
 
creditor-side
 
strategy
 
during
 
live
 
financing
 
and
 
acquisition
 
periods.
  96.  Mr.  LaValley  has  also  identified  a  specific  August  18,  2025  email  from  Mr.  Wong  confirming  
a
 
clarification
 
concerning
 
whether
 
a
 
financing,
 
acquisition,
 
transaction,
 
or
 
deal
 
would
 
be
 
“tanked”
 
in
 
connection
 
with
 
disputed
 
ACOI
 
and
 
protective-provision
 
issues.
  97.  That  document  is  concrete,  discoverable,  and  directly  relevant  to  whether  disputed  
governance
 
rights
 
or
 
protective
 
provisions
 
were
 
asserted
 
during
 
a
 
live
 
value-preservation
 
period.
  98.  Prior  corporate  counsel  Craig  Macy  is  also  a  central  fact  witness  and  record  custodian  
because
 
prior
 
counsel
 
may
 
possess
 
documents
 
and
 
communications
 
concerning
 
governance
 
documents,
 
investor
 
rights,
 
board
 
structure,
 
secured-note
 
documentation,
 
UCC
 
issues,
 
compensation
 
documentation,
 
and
 
conflict
 
issues.
  99.  Engineered  Arts-related  discovery  is  also  necessary  because  it  may  reveal  whether  a  
value-preserving
 
transaction
 
path
 
existed
 
and
 
why
 
it
 
did
 
not
 
proceed,
 
including
 
whether
 
trust
 
concerns,
 
meeting-recording
 
concerns,
 
diligence
 
concerns,
 
governance
 
disputes,
 
investor-side
 
conduct,
 
or
 
communications
 
involving
 
Gene
 
Wong
 
/
 
RSF
 
affected
 
Engineered
 
Arts’
 
willingness
 
to
 
proceed.
  100.  The  scope  of  Gene  Wong  /  RSF’s  claimed  authority  to  speak  for  or  act  on  behalf  of  other  
noteholders
 
should
 
also
 
be
 
tested.
 
If
 
Petitioning
 
Creditors’
 
narrative
 
is
 
being
 
presented
 
as
 
a
 
broad
 
noteholder
 
or
 
creditor-body
 
position,
 
discovery
 
should
 
determine
 
whether
 
that
 
representation
 
is
 
accurate,
 
who
 
authorized
 
it,
 
who
 
was
 
notified,
 
and
 
whether
 
contrary
 
or
 
non-participating
 
noteholder
 
positions
 
were
 
omitted.
  101.  The  noteholder-authority  issue  is  also  important  because  Nick  Desmarais  and  Engineered  
Arts
 
appear
 
to
 
be
 
material
 
convertible
 
noteholders
 
with
 
direct
 
knowledge
 
of
 
the
 
Engineered
 
Arts
 
transaction
 
path.
 
If
 
those
 
noteholders
 
have
 
not
 
joined
 
the
 
Petitioning
 
Creditors’
 
claim
 
posture,

[Page 23]
discovery  should  determine  whether  they  were  notified,  consulted,  asked  to  authorize  any  
position,
 
declined
 
to
 
participate,
 
disagreed
 
with
 
the
 
narrative,
 
or
 
possessed
 
information
 
concerning
 
why
 
financing
 
or
 
acquisition
 
paths
 
failed.
  102.  The  purpose  of  this  requested  discovery  is  not  to  relitigate  investor  disputes  in  the  abstract.  
The
 
purpose
 
is
 
to
 
determine
 
whether
 
the
 
estate
 
has
 
recoverable
 
claims
 
arising
 
from
 
prepetition
 
conduct
 
that
 
impaired
 
financing,
 
acquisition
 
opportunities,
 
diligence,
 
runway,
 
investor
 
confidence,
 
team
 
continuity,
 
CEO/founder
 
continuity,
 
or
 
enterprise
 
value.
  103.  Mr.  LaValley  respectfully  requests  that  the  Court  grant  supplemental  Rule  2004  discovery  
and
 
authorize
 
examination
 
and
 
document
 
production
 
sufficient
 
to
 
investigate
 
Gene
 
Wong
 
/
 
RSF,
 
Petitioning
 
Creditors,
 
BBG-related
 
parties,
 
prior
 
corporate
 
counsel
 
Craig
 
Macy,
 
corporate
 
counsel,
 
Engineered
 
Arts-related
 
parties,
 
accounting/payroll
 
custodians,
 
technical
 
custodians,
 
and
 
other
 
third
 
parties
 
regarding
 
prepetition
 
value
 
loss,
 
investor-side
 
conduct,
 
governance
 
pressure,
 
failed
 
financing
 
and
 
acquisition
 
paths,
 
counsel-side
 
conduct,
 
noteholder
 
authority,
 
record
 
custody,
 
team
 
continuity,
 
diligence
 
issues,
 
and
 
bankruptcy
 
narrative
 
issues
 
described
 
above.
  Dated:  June  ___,  2026   Respectfully  submitted,   /s/  Scott  LaValley  Scott  LaValley,  Pro  Se  Secured  Creditor  and  Party  in  Interest  508.525.5726  [lavalley.scott@gmail.com](mailto:lavalley.scott@gmail.com)   EXHIBIT  A   August  18,  2025  Email  from  Gene  Wong  Confirming  “Tank  the  Deal”  Clarification  and  Tying  the  
Issue
 
to
 
ACOI
 
Protective
 
Provisions
  [Attach  Exhibit  A]

[Page 1]
Case 26-50278-hlb    Doc 90    Entered 06/22/26 12:15:20    Page 1 of 109
Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 1 of 109 
UNITED STATES BANKRUPTCY COURT 
DISTRICT OF NEVADA 
Inre 
CARTWHEEL ROBOTICS, INC , 
Debtor 
Case No BK-S-26-50278-HLB 
Chapter 7 
MOTION FOR RULE 2004 EXAMINATION AND DOCUMENT PRODUCTION REGARDING GOVERNANCE, 
INVESTOR CONTROL, COUNSEL CONFLICTS, STRATEGIC TRANSACTIONS, AND POTENTIAL LOSS OF ESTATE 
VALUE 
Samantha Conway ("Movant"), appearing pro se as a creditor, shareholder, former Chief Operating Officer, and 
party tn interest, respectfully moves this Court pursuant to Rule 2004 of the Federal Rules of Bankruptcy 
Procedure for an order authorizing examinations and document production concerning transactions, 
governance decisions, financing activities, attorney conduct, investor conduct, creditor coordination, and 
strategic alternatives that may have materially affected the value of the Debtor and recoveries available to 
creditors 
This Motion is not intended to relitigate the entry of the Order for Relief or any prior ruling of this Court Rather, 
It seeks investigation into events preceding the Debtor's collapse that may have impaired enterprise value, 
contributed to insolvency, and given rise to potential claims belonging to the estate 
Summary of Issues to Be Investigated 
This Motion seeks investigation into four main areas that appear to have materially contributed to the 
destruction of enterprise value prior to the involuntary petition 
Page 1 of 45

[Page 2]
Case 26-50278-hlb    Doc 90    Entered 06/22/26 12:15:20    Page 2 of 109
Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 2 of 109 
1 Governance Structure, Authorization, and Concentration of Authority — Whether the broad protective 
provisions and investor-director rights incorporated into the August 2024 Amended and Restated 
Certificate of Incorporation were properly authorized, properly disclosed to investors, and consistent 
with the framework set forth in the earlier financing term sheets 
2 Investor Control, Capital Leverage, and Blocked Strategic Alternatives — Whether governance rights 
were used to block or terminate viable financing and acquisition opportunities (including discussions 
with Engineered Arts), and whether a proposed bridge financing term sheet was circulated with an 
unauthorized signature of the Chief Executive Officer 
3 Counsel Conflicts and Financing Pressure — Whether dual representation by company counsel created 
conflicts that affected the structure of the financing, governance concessions, valuation, and the 
company’s ability to pursue independent advice or strategic alternatives 
4 Common Control Among Petitioning Creditors — Whether entities that later became petitioning 
creditors operated under common control, including the fact that Gene Wong signed the involuntary 
petition on behalf of two of the three petitioning creditors and directed investment funds through his 
personal revocable trust rather than the established investment vehicle 
These issues are central to understanding why Cartwheel Robotics was unable to obtain necessary financing, 
pursue strategic alternatives, preserve enterprise value, or avoid insolvency, and whether the estate may 
possess claims that could benefit creditors 
Collectively, these issues raise questions concerning whether governance disputes, investor influence, conflicted 
representation, and creditor coordination materially contributed to the Debtor's collapse and the resulting loss 
of enterprise value 
| BASIS FOR REQUEST 
This case has largely been presented through a narrative focused on alleged founder misconduct, family 
relationships, insider transactions, and actions taken after the Debtor's collapse Yet many of the most 
consequential events affecting Cartwheel Robotics occurred before insolvency and remain largely unexplored 
The record reflects substantial questions concerning conflicted legal representation, investor control, 
governance authority, financing negotiations, acquisition interference, creditor coordination, and actions that 
may have materially impaired enterprise value Those questions are not peripheral They go directly to why 
Cartwheel failed, whether governance authority was validly created and exercised, whether estate causes of 
Page 2 of 45

[Page 3]
Case 26-50278-hlb    Doc 90    Entered 06/22/26 12:15:20    Page 3 of 109
Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 3 of 109 
action exist, and whether creditor recoveries have been diminished by conduct that has not yet been subjected 
to meaningful examination 
As governance disputes intensified, company counsel ultimately advised that Cartwheel and Gene Wong could 
no longer utilize the same counsel, and multiple subsequently retained attorneys raised additional questions 
regarding governance authority, corporate control, and board composition 
Movant ts both a creditor and shareholder whose interests were directly harmed by the destruction of 
enterprise value, the failure of financing efforts, the collapse of strategic alternatives, and the resulting 
insolvency 
The Trustee's duty extends beyond determining what occurred after the company failed The Trustee should 
also determine whether actions taken before insolvency contributed to that fatlure and whether claims exist 
against investors, professionals, directors, or third parties for the benefit of the estate 
The questions raised in this Motion arise from specific transactions, specific governance documents, specific 
financing negotiations, specific acquisition discussions, and specific actions taken by identified individuals and 
entities, including Gene Wong, Craig Macy, the Wong Family Revocable Trust, RSF Robotics |, RSF Master LLC, 
Sam Tolkoff, Engineered Arts, Holland & Hart, Fenwick & West, and others 
The purpose of the requested examination Is straightforward to determine whether governance rights that 
materially affected the Debtor's operations were properly created, properly disclosed, and legally enforceable, 
whether conflicted representation affected critical corporate decisions, whether investor conduct impaired 
financing and acquisition opportunities, whether creditor actions were coordinated through common control, 
and whether potential estate claims exist arising from those events 
Preliminary Statement Regarding Factual Basis 
Movant has personal knowledge of many of the events described herein as a shareholder, creditor, former Chief 
Operating Officer, and participant in numerous financing, governance, operational, and strategic discussions 
involving the Debtor 
The questions presented in this Motion are based upon Movant's personal knowledge, contemporaneous 
communications, documents presently available to Movant, public filings, and Movant's recollection of events 
However, Movant does not currently possess complete access to the Debtor's books, records, legal files, 
Page 3 of 45

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governance records, investor communications, board materials, or other corporate records that may bear upon 
the Issues raised herein 
Accordingly, certain questions and factual assertions are necessarily based upon information and belief formed 
from the records presently available and Movant's recollection of events One purpose of the requested Rule 
2004 examination is to determine whether those recollections, understandings, and concerns are supported, 
contradicted, or clarified by the underlying documentary record 
Movant recognizes that other parties may dispute portions of the factual history described herein The purpose 
of this Motion Is not to resolve those disputes but to obtain the records and testimony necessary to determine 
what actually occurred 
Movant does not intend to waive any applicable privilege, confidentiality protection, common-interest 
protection, or other legal protection To the best of Movant's knowledge, the materials referenced in this 
Motion are not privileged communications belonging to the Debtor To the extent any privileged materials may 
exist concerning the matters raised herein, Movant seeks only such discovery and examination as may be 
authorized by the Court and consistent with applicable law 
Key Events Relevant to Matters Raised tn this Motion 
The following chronology ts provided solely to place the issues raised in this Motion into context It 1s not offered 
as a complete history of the Debtor, but rather as a summary of events relevant to the governance disputes, 
financing activities, strategic alternatives, and creditor actions that form the basis of this Motion and illustrate 
the sequence through which those issues became intertwined 
Date Event 
Feb 7, 2024 | Corporate counsel Craig Macy introduces Cartwheel to Gene Wong and affiliated 
| investment entities Due diligence begins (Exhibit A) 
Apr-Jun 2024 | Financing structure changes from a priced equity round to convertible note financing with 
materially different valuation Founders loan money to maintain operations (Exhibit B & C) 
| 
Jul 2024 | Craig Macy prepares Secured Note for outstanding obligations that investors do not want 
| paid 
Jul/Aug 2024 | Initial RSF money ts wired to Cartwheel 7 TT —— ——_—__- 
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| Aug 2024 _ ACO! adopted containing governance provisions that later become the subject of dispute _ 
_ (Exhibit E) 
| Fall 2024 | Gene proposed a secured note from himself and another investor to pay off operating 
| Credit Card 
| Fall 2024 Management becomes aware that additional RSF capital remains subject to additional due 
| diligence by Gene 
| Dec 2024 | Ma nagement brings in additional investors to close convertible note ! round _ 
Dec 2024 | Board directs management to reduce participation by certain prospective investors while 
| ' increasing participation through RSF-related and Gene-affiliated investment sources, 
| including the Wong Family Revocable Trust 
Jan 2025 ! Convertible note financing closes 7 | 
Jan/Feb 2025 | Management raises concerns over problems raising capital ee 
Mar 2025 ! Engineered Arts expresses interest ina potential acquisition transaction and discussions 
begin Discussion emails are forwarded to the Board 
Mar 2025 Board agrees to negotiate Engineered Arts acquisition as a contingency plan, with only a 
few weeks of runway remaining 
; Apr 2025 Gene Wong advises CEO Scott LaValley that litigation will result unless all discussions with _| 
Engineered Arts immediately cease and a response drafted using Gene Wong's specified 
| language is sent Acquisition discussions are terminated before a formal proposal can be 
| developed 
| Apr 2025 Engineered Arts raises concerns regarding governance and authority issues during 
acquisition discussions 
Apr 2025 ' Management begins reviewing governance documents and raises concerns to Craig Macy. | 
| regarding discrepancies between financing documents and the ACO! He called ita 
Scrivener’s error 
| 
; Apr 2025 Craig Macy recommends a few new attorneys and advises that Cartwheel and Gene Wong | 
| can no longer utilize the same counsel 
Apr 2025 | Proposed bridge financing is sent to management containing extensive governance —_ 
| provisions Questions arise regarding unauthorized use of CEO signature (Exhibit F) 
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May-Sep 2025 | Multiple law firms review governance documents and raise concerns regarding governance 
| rights, board composition, and corporate authority 
| 
| July 2025 Craig Macy requests cancellation of warrants previously issued as compensation 
Aug 2025 Corporate counsel (Fenwick) determines ACOI Is invalid and Scott is sole director 
Fall 2025 Governance disputes continue while fundraising efforts deteriorate and strategic 
alternatives remain unresolved Board is increased to ensure company has corporate 
oversight 
Fall 2025 Potential Lead Investor for Seed Round withdraws following extensive due diligence and 
| expresses concerns regarding hiring, fundraising, location, and scalability 
: | 
1 Oct 2025 CEO and engineering personnel travel to the Bay Area to demonstrate the robot prototype 
Fall 2025 CEO sent out an investor update to all existing investors, which stated our lead backed out 
and that we had a short runway and needed money No responses 
and pursue venture capital and strategic investment opportunities as runway continues to 
decline No financing transaction results 
| Oct 2025 Several M&A deals were on the table, most were not viable Cartwheel signs LOI with 
Engineered Arts for acquisition via an asset purchase Transaction turns out to be unviable 
Oct 2025 Majority of core engineering team was terminated to extend runway 
Nov/Dec 2025 | Murata starts due diligence for a bridge investment and eventually presents a modified 
term sheet Transaction turns out to be unviable 
Nov 6, 2025 Counsel for Reno Seed Fund sent Gene Wong’s demand letter demanding immediate 
reinstatement of the board structure under the existing ACOI, without engaging on 
Cartwheel’s position that the protective provisions were inconsistent with the term sheet 
and created a governance trap requiring correction (See Exhibit G) 
Nov 2025 Board has lunch with Gene in a final attempt to resolve the governance disputes No 
resolution, and demand letter remains tn place 
Nov 2025 Board member who had been assisting with ongoing fundraising efforts resigns while the 
company continues to seek financing and resolve governance disputes 
Nov/Dec 2025 | Cartwheel interviews bankruptcy counsel and evaluates options Governance concerns are 
raised, and Cartwheel ts unable to obtain bankruptcy counsel 
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Sep-Dec 2025 Management simultaneously pursued financing, acquisition, restructuring, and bankruptcy 
alternatives while attempting to resolve ongoing governance disputes No viable 
transaction or restructuring alternative was ultimately completed 
Dec 2025 Following resignations, declinations to serve, and ongoing governance disputes, the 
company lacked a functioning board Upon recommendation of corporate counsel, 
corporate action was taken to reduce the board to a single director to permit necessary 
corporate decisions and address ongoing governance deadlock 
Dec 2025 After evaluating financing, acquisition, restructuring, and bankruptcy alternatives, 
management, along with corporate counsel, determines that no viable value-preserving 
alternative remains Strict foreclosure is accepted 
Dec 2025/ Jan _ | Following foreclosure, multiple parties, including Engineered Arts, entities associated with 
2026 Gene Wong, and Battle Born Growth, participate in discussions regarding potential recovery 
or acquisition of Cartwheel assets No transaction Is completed 
Mar 2026 Involuntary bankruptcy petition is filed by entities that include multiple Gene Wong- 
affiliated creditors and Battle Born Growth 
I] COUNSEL CONFLICTS, FINANCING PRESSURE, AND POTENTIAL VALUE SUPPRESSION 
The Trustee should determine whether Craig Macy and Gene Wong had an established history of transactions 
involving dual representation, investor financings, governance negotiations, or related matters, and whether the 
procedures typically employed in those transactions—including written conflict waivers and informed consent— 
were followed in connection with Cartwheel Robotics 
The Trustee should further investigate the role of Craig Macy in introducing Cartwheel Robotics to Gene Wong 
Examination should address whether Mr Macy simultaneously represented Cartwheel Robotics and Gene Wong 
during the period tn which financing negotiations were initiated and consummated, whether Mr Macy's dual 
representation created actual or potential conflicts of interest, and whether those conflicts were adequately 
disclosed and addressed 
While Cartwheel's founders were aware that Mr Macy was acting as counsel for both the company and Gene 
Wong, no written conflict waiver was executed to Movant's knowledge The Trustee should determine whether 
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the consequences of dual representation were fully explained, whether informed consent was obtained, 
whether founders were advised to seek independent counsel, and whether founders understood how such 
conflicts could affect valuation negotiations, governance provisions, financing terms, control rights, strategic 
transactions, or future disputes between the company and Its lead investor 
The Trustee should further determine whether Mr Macy's relationships with Gene Wong, the Wong Family 
Revocable Trust, RSF-affiliated entities, or other investor-side interests influenced the structure of the financing 
transaction, governance documents, or negotiations leading to Gene Wong's investment 
Among other issues, examination should address 
A Dual Representation and Counsel Conflicts 
1 Movant understands that, prior to the introduction of Gene Wong and the financing transaction, 
Cartwheel's founders routinely sought and received business, strategic, financing, governance, and 
transactional guidance from Craig Macy !n addition to traditional legal services As a result, management 
frequently relied upon Craig Macy's advice when evaluating financing opportunities, investor 
relationships, governance matters, strategic alternatives, and other significant business decisions The 
Trustee should determine the nature and scope of such reliance and whether any actual or potential 
conflicts affected advice provided to the Debtor, its founders, or its management 
2 Whether Craig Macy introduced Cartwheel Robotics to Gene Wong while simultaneously serving as 
counsel to both Cartwheel Robotics and Gene Wong (see Exhibit A) 
3 Whether Craig Macy adequately disclosed any actual or potential conflicts arising from simultaneous 
relationships with Gene Wong or investor-side interests 
4 Whether written conflict waivers were obtained and, if not, whether dual representation complied with 
applicable professional obligations 
5 Whether founders were advised to seek independent counsel regarding financing transactions involving 
Gene Wong, including negotiations of financing documents, governance provisions, tnvestor rights, 
potential conflicts of interest, or other matters affecting the founders’ interests, and if not, why such 
advice was not provided 
6 Whether founders received sufficient information to provide informed consent to Mr Macy's dual 
representation 
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7 Whether Craig Macy and Gene Wong had participated together in prior investment, financing, 
governance, or corporate transactions involving dual representation, and If so, whether written conflict 
waivers were routinely utilized in those transactions 
8 Whether Gene Wong stated, during a meeting attended by Movant, words to the effect that Craig Macy 
routinely or customanily utilized conflict waivers in transactions involving dual representation and, If so, 
whether that statement accurately reflected prior dealings between Mr Wong and Mr Macy and why 
no comparable conflict waiver was obtained tn connection with the Cartwheel financing transaction 
9 Whether Cartwheel's founders reasonably relied upon Craig Macy to advise on and prepare financing 
documents in the best interests of the corporation and whether that reliance affected Cartwheel's 
willingness to accept financing, governance, or valuation terms proposed by Gene Wong 
10 Whether concerns raised by Cartwheel's founders regarding the scope, duration, or impact of six 
months of due diligence activities, the extent of investor involvement in company operations, whether 
Gene Wong would continue to exercise significant influence following investment or instead function 
primarily as a passive investor after closing, proposed financing terms, governance provisions, investor 
rights, or conditions required to close the investment were communicated to Craig Macy, and whether 
such concerns were dismissed, minimized, or otherwise addressed in connection with the transaction 
11 Whether Craig Macy advised founders regarding the economic consequences of financing delays, 
valuation reductions, governance concessions, or investor control provisions 
12 Whether communications exist showing coordination between investor-side interests and company 
counsel concerning valuation, governance rights, financing leverage, or transaction strategy 
B_ Financing Pressure, Extended Due Diligence, and Pre-Investment Weakening of the Company 
1 Movant understands that the period between Gene Wong’s introduction to Cartwheel and the closing of 
the convertible note financing was characterized by extended due diligence and financing pressure that 
materially weakened the company’s financial position and negotiating leverage Examination should 
address whether Craig Macy’s dual representation of both Cartwheel and Gene Wong during this period 
contributed to the structure and timing of the financing in a manner that favored the investor’s interests 
over those of the company 
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2 Whether Craig Macy, while simultaneously representing Cartwheel and Gene Wong, facilitated a 
financing process In which extended due diligence was used to delay closing, deplete the company’s 
resources, and pressure founders into accepting reduced valuation and enhanced governance 
concessions that would not have been agreed to had the company possessed greater runway or 
negotiating leverage (See Exhibit B) 
3 Whether the combination of prolonged due diligence, financing delays, and investor-favorable 
governance terms imposed during the pre-investment period was the product of coordination between 
Gene Wong and Craig Macy, and whether such coordination operated to weaken Cartwheel’s financial 
condition and bargaining position prior to closing in a manner that increased the investor's subsequent 
control over the company 
4 Whether the original financing terms, milestones, conditions, performance requirements, governance 
restrictions, or operational objectives imposed upon the company were commercially viable and 
realistically achievable and whether Gene Wong, as lead investor, possessed the practical ability to 
influence, delay, approve, reject, or condition actions necessary for the company to satisfy those 
requirements, including hiring decisions, approval of key personnel, staffing objectives, operational 
Initiatives, financing activities, or other matters affecting company performance (See Exhibits B and C 
for the original and revised financing term sheets) 
5 Whether financing delays, diligence demands, transaction structures, or investor-side requirements 
contributed to the deterioration of Cartwheel's financial position while financing remained pending 
6 Whether founders were forced to contribute substantial personal funds, defer compensation, or extend 
personal loans to keep Cartwheel operating while financing due diligence continued 
7 Whether extended due diligence led to the deterioration of the company's financial condition, reducing 
Cartwheel's valuation and negotiating leverage 
8 Whether the deterioration of Cartwheel's financial condition ultimately resulted tn founders accepting a 
substantially reduced valuation and financing structure, including governance provisions or investor 
protections that founders otherwise may not have accepted had the company possessed adequate 
runway, financing alternatives, or negotiating leverage (see Exhibit C) 
9 Whether the resulting valuation materially impaired Cartwheel's ability to attract institutional investors 
in the humanoid robotics sector 
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Whether Cartwheel became trapped between investor categories as a result of the reduced valuation 
Whether the reduced valuation negatively affected investor perception of Cartwheel's technology, 
market position, growth prospects, or strategic significance 
Whether actions by investors, counsel, or other parties contributed to a reduction in enterprise value 
prior to the investment transaction 
Whether any investor, creditor, advisor, or other party obtained enhanced governance rights, 
negotiating leverage, ownership position, creditor position, or strategic advantage as a result of 
Cartwheel's deteriorating financial condition prior to the investment transaction 
Whether the financing terms, governance provisions, investor rights, approval requirements, protective 
provisions, or control mechanisms ultimately incorporated into the transaction were consistent with 
terms commonly found in comparable pre-seed financing transactions and, if not, whether founders 
were advised regarding the nature, significance, risks, or practical consequences of any material 
departures from customary practice (See Exhibit C) 
Whether the combination of financing delays, dual representation, governance concessions, valuation 
reductions, or other transaction structures resulted in Cartwheel accepting financing terms that 
materially impaired enterprise value, fundraising prospects, acquisition opportunities, or long-term 
shareholder value 
Whether investor approval rights, hiring approval requirements, interview requirements, governance 
restrictions, or other investor-side controls affected Cartwheel's ability to satisfy financing milestones, 
operational objectives, hiring goals, fundraising targets, or valuation-related benchmarks 
Whether conditions imposed in connection with financing transactions contributed to circumstances 
later cited as justification for reduced valuation, revised financing terms, increased investor protections, 
or enhanced governance rights 
Whether Gene Wong's investment should be viewed solely as a conventional financial investment or 
whether strategic, operational, competitive, or personal motivations played a role in the structure and 
execution of the transaction 
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C Introduction to Gene Wong and Robotics Industry Involvement 
1 Movant possesses correspondence reflecting that Cartwheel Robotics was introduced to Gene Wong by 
company counsel, Craig Macy, prior to the financing transaction The correspondence reflects Mr 
Macy's familiarity with Mr Wong and presents Mr Wong as an active participant in the Nevada startup 
ecosystem Movant further understands that Mr Wong had prior involvement in robotics-related 
ventures The Trustee should determine the extent to which such involvement, and any prior 
relationship between Mr Macy and Mr Wong, was disclosed, considered, or evaluated during the 
financing process (see Exhibit A) 
2 Whether Gene Wong's prior ownership, control, executive role, board service, or involvement in 
robotics-related ventures, including RICH Robotics and any other robotics companies operating In the 
same or similar market sectors as Cartwheel, was disclosed to Cartwheel's founders, directors, officers, 
counsel, investors, or prospective investors prior to the financing transaction, and whether such 
involvement was considered in evaluating potential conflicts of interest, competitive considerations, 
fiduciary obligations, governance provisions, financing structures, strategic objectives, or the practical 
implications of granting Gene Wong substantial governance influence, operational involvement, or 
control over strategic decisions affecting Cartwheel 
3. Whether Gene Wong's prior involvement with RICH Robotics or other robotics-related ventures 
Operating tn the same or similar market sectors as Cartwheel influenced his investment objectives, 
governance demands, financing strategy, operational involvement, interactions with management, 
treatment of acquisition opportunities, exercise of approval rights, strategic decision-making, control of 
financing alternatives, or actions affecting Cartwheel's enterprise value, assets, intellectual property, 
workforce, business opportunities, customer relationships, strategic alternatives, or relationships with 
industry participants 
D_ Craig Macy Compensation 
1 Movant understands that Craig Macy provided substantial legal, governance, financing, and strategic 
advice to Cartwheel over an extended period while receiving compensation from the company that 
appeared modest in relation to the time and services provided The Trustee should determine the 
nature and extent of compensation, financial benefits, business opportunities, professional 
relationships, or other consideration received by Craig Macy in connection with his work involving 
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Cartwheel, Gene Wong, RSF-affillated entities, investors participating In Cartwheel financings, or related 
transactions 
2 Movant understands that, in approximately July 2025, Craig Macy requested that his warrants or other 
equity Interests in Cartwheel be cancelled or relinquished Movant understands that this request was 
presented as part of a broader effort to eliminate equity interests held in client companies The Trustee 
should determine the circumstances surrounding that request, the reasons for its timing, and whether 
the request was related in any way to governance disputes, potential conflicts of interest, anticipated 
claims, anticipated litigation, bankruptcy-related concerns, or issues arising from Craig Macy's prior 
involvement with the financing transaction and governance structure 
3 Whether Craig Macy's decision to relinquish, cancel, or request cancellation of warrants, equity 
interests, or other nghts relating to Cartwheel was motivated by ordinary business considerations, 
concerns relating to governance disputes, conflicts of interest, potential claims, anticipated litigation, or 
his prior involvement in matters affecting the Debtor, and whether such action was requested, 
encouraged, suggested, or influenced by any third party, including Gene Wong or entities affiliated with 
Gene Wong 
E Information sharing and Investor-side involvement 
1 Movant personally observed individuals affiliated with Gene Wong participating in discussions 
concerning capitalization information, financing materials, fundraising activities, and investor-related 
communications The Trustee should determine the nature, scope, authorization, and purpose of such 
participation, whether appropriate distinctions were maintained between Cartwheel and entities 
affiliated with Gene Wong, and whether any such participation affected financing decisions, investor 
communications, governance matters, or strategic decisions involving the Debtor 
2 Whether employees, officers, contractors, advisors, consultants, or representatives of entities affiliated 
with Gene Wong participated in Cartwheel financing activities, fundraising efforts, capitalization review, 
investor communications, governance discussions, or strategic planning and, If so, the nature and scope 
of such participation 
3 Whether confidential, proprietary, or non-public Cartwheel information, including capitalization tables, 
financing materials, investor communications, strategic plans, financial information, governance 
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information, fundraising materials, or other sensitive company information, was disclosed to employees, 
contractors, officers, advisors, consultants, or representatives of entities affillated with Gene Wong, 
including ClickBio, the nature and purpose of such disclosures, whether such disclosures were 
authorized, whether they were disclosed to Cartwheel's Board and management, and whether any such 
information was used for purposes unrelated to Cartwheel's interests 
Il GOVERNANCE STRUCTURE, ACOI AUTHORIZATION, INVESTOR DISCLOSURE, AND VALIDITY OF CORPORATE 
ACTIONS 
The Trustee should investigate the origin, implementation, authorization, disclosure, and consequences of 
governance provisions incorporated into the Debtor's Amended and Restated Articles of Incorporation ("ACO!") 
The issues presented are not limited to whether certain governance rights existed The Trustee should 
determine whether those rights were properly authorized, properly disclosed, legally enforceable, and 
appropriately exercised 
Among other issues, examination should address 
A Creation and Execution of the ACO! 
Whether governance provisions incorporated tnto the ACOI were consistent with the expectations 
established by the financing term sheet (see Exhibit C & E) 
Whether founders reasonably understood that the final governance documents would generally reflect 
the framework described tn the financing term sheet 
Whether investor-favorable governance provisions were added to the ACO! that were not specifically 
negotiated with founders 
Whether protective provisions granted investor-side parties authority beyond what founders 
understood was being contemplated 
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5 Why Samantha Conway, then serving as Chief Operating Officer, was excluded from communications 
relating to review and execution of the ACOI despite having been included in substantial legal and 
governance communications before and after that period 
6 Movant had routinely participated in substantial legal, governance, financing, and corporate 
communications before and after the ACO! process The Trustee should determine whether her 
exclusion from communications concerning the ACOI was intentional, inadvertent, or otherwise related 
to the governance provisions being implemented 
7 Movant understands that execution of the ACO! occurred after the Debtor had become financially 
dependent upon the pending investment and after investment funds had been transferred to the 
Debtor Movant further understands that the Chief Executive Officer was urged to execute the ACOI 
under time-sensitive circumstances and without a full appreciation of the practical governance 
consequences later associated with the document The Trustee should determine the circumstances 
surrounding the timing, review, disclosure, and execution of the ACOI 
8 Whether execution of the ACOI was rushed, accelerated, or presented as time-sensitive at the urging of 
Gene Wong or Craig Macy 
9 Whether founders were provided adequate time and information to review, analyze, and understand 
the governance provisions ultimately incorporated into the ACOI! 
10 Whether pressure was applied by Gene Wong, Craig Macy, or other parties to obtain execution of the 
ACOI before founders fully understood Its practical implications 
11 Whether founders reasonably relied upon company counsel to ensure that final governance documents 
generally reflected the framework described in the financing term sheet and whether material 
deviations were adequately disclosed before execution 
12 Whether counsel adequately advised the Chief Executive Officer regarding the governance changes 
being implemented, their practical implications, and the rights and obligations arising from those 
changes 
B Authorization and Validity 
1 Whether the ACOI was properly approved by the Board of Directors 
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2 Whether shareholder approval was obtained to the extent required by applicable law and governing 
documents 
3 Whether written consents, board resolutions, shareholder approvals, or other corporate records exist 
supporting adoption of the ACO| 
4 Whether governance rights later asserted by Gene Wong or affiliated entities depended upon provisions 
whose validity, authorization, or enforceability may be subject to dispute 
5 Whether subsequent counsel, including Holland & Hart and Fenwick & West, reviewed, analyzed, 
commented upon, or expressed concerns regarding the ACO], tts governance provisions, their practical 
effect on company operations, or the validity and enforceability of the ACOI 
C Investor Disclosure 
1 Movant understands that certain investors who participated in the convertible note financing later 
expressed surprise regarding the practical operation of the governance structure, the extent of authority 
exercised by Gene Wong, or the influence associated with the investor-designated governance position 
Movant further understands that concerns relating to governance, control, investor rights, or decision- 
making authority may have affected the willingness of certain high net-worth investors to provide 
additional capital in subsequent financing efforts The Trustee should determine the extent to which 
governance provisions, governance disclosures, or investor understanding affected follow-on financing 
opportunities available to the Debtor 
2 Whether later investors were adequately informed regarding the governance provisions ultimately 
adopted 
3 Whether investors participating in the convertible note round received the ACOI in addition to the 
convertible note documentation when Craig Macy sent out investment documents 
4 Whether investors were informed of, and understood, the protective provisions contained within the 
ACOI 
5 Whether governance rights reflected in the ACOI were intentionally incorporated into the corporate 
charter rather than the convertible note documentation, whether such provisions were properly 
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authorized and adopted, and whether inclusion of noteholder governance rights within a shareholder 
charter was valid and permissible under Delaware law 
6 Whether governance provisions were disclosed consistently to all investors participating in the financing 
round 
7 Whether governance provisions ultimately incorporated into the ACOI materially differed from 
provisions described in financing term sheets, investor presentations, or financing discussions 
8 Whether investors’ understanding, misunderstanding, or subsequent discovery of governance 
provisions, approval rights, contro] mechanisms, or the practical concentration of authority affected 
their willingness to participate in future financing rounds, bridge financing efforts, strategic transactions, 
or other capital-raising activities involving the Debtor 
D Operation and Strategic Consequences 
1 Whether governance provisions incorporated into the ACO! impaired fundraising efforts, acquisition 
opportunities, strategic transactions, operational decision-making, or the Debtor's ability to respond to 
financial distress 
2 Whether actions affecting financing efforts, acquisition opportunities, governance decisions, strategic 
alternatives, creditor remedies, or bankruptcy-related decisions were taken In reliance upon governance 
provisions whose authorization, disclosure, validity, enforceability, or scope should be examined by the 
Trustee 
3 Whether the governance structure established by the ACOI, and disputes arising from its 
implementation or exercise, materially affected the Debtor's operations, fundraising efforts, strategic 
alternatives, enterprise value, or ultimate insolvency 
4 Whether investment funds were transferred to the Debtor before execution of the final transaction 
documents, whether the final documents contained provisions not reflected in prior term sheets or 
negotiations, and whether the circumstances surrounding funding and document execution affected the 
Debtor's ability to negotiate, reject, or seek modification of such provisions 
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E Governance Trap and Concentration of Authority 
1 Movant understands that concerns regarding the governance structure established by the ACOI did not 
arise immediately following the financing transaction Rather, such concerns arose after governance 
provisions were asserted in connection with financing discussions, acquisition opportunities, strategic 
alternatives, and disputes involving management and the investor-designated director According to 
Movant's understanding, management initially attempted to operate within the governance framework 
as Implemented and did not immediately challenge the governance structure However, after questions 
arose regarding the exercise of authority, the practical inability to address governance disputes, and the 
absence of a meaningful mechanism to replace the investor-designated director, subsequent review by 
later corporate counsel and shareholder counse! Jed to additional questions concerning the 
authorization, implementation, operation, disclosure, enforceability, and practical consequences of the 
governance structure ultimately adopted (see Exhibit E) 
2 Whether the governance structure established by the ACOI adequately provided procedures for 
selection, replacement, removal, or succession of the investor-designated director 
3 Whether noteholders, shareholders, directors, and investors were informed how the investor- 
designated director would be selected, replaced, or removed following the initial appointment 
4 Whether the practical effect of the ACO! concentrated governance authority in a single investor, 
investor representative, or investor-controlled board seat in a manner that limited the ability of 
shareholders, directors, or noteholders to respond to governance disputes, replace representatives, or 
address conduct perceived as detrimental to the company 
5 Whether the governance structure provided any practical mechanism by which the company, Its 
directors, shareholders, or noteholders could resolve governance deadlock, remove disputed authority, 
Implement corrective action, or otherwise protect the company's interests once governance disputes 
arose 
6 Whether investors participating in the financing round understood that dissatisfaction with actions 
taken by the investor-designated director might not provide a practical mechanism for selecting an 
alternative representative 
7 ~Whether investors participating in the convertible note financing understood that governance rights 
embedded in the ACOI could effectively vest substantial practical authority in a single investor- 
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designated director without a clearly defined mechanism for subsequent replacement or selection by 
noteholders 
Whether concerns regarding the conduct, authority, actions, or exercise of governance rights by the 
investor-designated director led management, directors, shareholders, or counsel to examine the 
governance structure established by the ACOI and, If so, what conclusions were reached concerning the 
validity, authorization, enforceability, operation, replacement mechanisms, or practical consequences of 
that governance structure 
Whether the governance framework ultimately implemented through the ACOI differed in operation, 
practical effect, or allocation of decision-making authority from the governance framework 
contemplated by the financing term sheet, including with respect to the role of the Independent 
Director, noteholder approval rights, and investor-designated board representation 
Whether the governance structure established by the ACO! provided a practical mechanism for 
shareholders, directors, noteholders, or the company to address disputes involving the investor- 
designated director, replace such representative, or protect the company's interests if concerns arose 
regarding the exercise of authority, fiduciary obligations, strategic decisions, or governance conduct 
Whether founders, directors, shareholders, noteholders, or investors were informed that the 
governance structure established by the ACOI could result in substantial practical authority being 
concentrated in an investor-designated director without a clearly deftned mechanism for replacement if 
disputes later arose 
Whether the governance structure ultimately became incapable of supporting ordinary corporate 
decision-making, including the appointment and retention of directors, the resolution of governance 
disputes, the maintenance of a functioning board, and the implementation of necessary corporate 
action during periods of financial distress 
Movant understands that the Amended and Restated Certificate of Incorporation contained protective 
provisions and governance controls that were materially inconsistent with the framework set forth in 
the June 2024 Convertible Note Term Sheet The demand letter sent by Gene Wong’s counsel in 
November 2025 demanded immediate reinstatement of the board structure under the existing ACO! 
without addressing these inconsistencies or Cartwheel’s position that the protective provisions created 
a governance trap that required correction before the board could be reconstituted with Gene Wong as 
Investor Director 
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14 Whether, during the period of escalating governance disputes, Cartwheel’s Chief Executive Officer took 
the position that the protective provisions in the ACOI required correction before the board could be 
reconstituted with Gene Wong as Investor Director, on the basis that simply restoring the existing 
governance structure without first addressing its deficiencies would have rermposed the same 
constraints that had already prevented the company from pursuing financing and strategic alternatives 
15 Whether, by late 2025, the governance structure had become so dysfunctional that the company had no 
practical ability to maintain a functioning board, pursue financing, or complete strategic alternatives, 
leaving acceptance of the strict foreclosure by the senior secured creditor as the only remaining option 
F Governance Enforcement and Strategic Consequence 
1 Whether litigation threats, demand letters, asserted governance rights, or claims of authority were used 
to prevent management from pursuing financing opportunities, acquisition opportunities, governance 
reforms, strategic alternatives, or corrective actions recommended by counsel 
2 Whether the June 2024 Convertible Note Term Sheet intentionally provided that certain corporate 
actions could be approved by a majority of the Board that included the Independent Director and, if so, 
why the governance framework ultimately implemented through the ACO! differed from the governance 
framework reflected tn the term sheet 
3 Whether Craig Macy characterized the Independent Director language in the June 2024 term sheet as a 
drafting or scrivener's error when founders later questioned the governance structure and, if so, why 
substantrally similar Independent Director approval language appeared again in the April 2025 financing 
proposal submitted by Gene Wong (see Exhibit F) 
IV INVESTMENT STRUCTURE, COMMON CONTROL, AND PETITIONING CREDITOR COORDINATION 
The Trustee should investigate the relationships among Gene Wong, the Wong Family Revocable Trust, RSF 
Robotics |, RSF Master LLC, Nevada Battle Born Growth Escalator, Inc ("BBG"), and other affiliated entities or 
individuals that participated in Cartwheel's financing, governance, creditor actions, or bankruptcy-related 
activities 
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The issues presented are not limited to ownership of investment instruments The Trustee should determine the 
extent to which governance authority, creditor rights, litigation decisions, bankruptcy strategy, and other actions 
affecting the Debtor were directed by independent actors versus entities operating under common ownership, 
common control, common economic interests, or coordinated decision-making 
Among other Issues, examination should address 
A Investment Structure and Common Control 
1 Why Gene Wong elected to invest in Cartwheel through the Wong Family Revocable Trust tn addition to 
investments already held through RSF Robotics | or other RSF-affillated investment vehicles, and 
whether the use of multiple entities under common control altered governance rights, creditor 
positions, voting authority, bankruptcy standing, petitioning-creditor status, or practical influence 
beyond what founders, investors, or counterparties understood at the time of the financing 
2 Whether limited partners, investors, or participants associated with RSF Robotics | or RSF Master LLC 
were informed that Gene Wong was making separate investments in Cartwheel through the Wong 
Family Revocable Trust outside of RSF-affillated investment vehicles and, if so, what information was 
provided concerning the nature, purpose, or implications of such separate investments 
3 Whether limited partners, investors, or participants associated with RSF Robotics | or RSF Master LLC 
were offered the same opportunity to establish separate investment positions in Cartwheel outside of 
RSF-affiliated investment vehicles and, tf not, why Gene Wong was permitted to do so through the 
Wong Family Revocable Trust 
4 Whether the use of multiple entities was discussed among Gene Wong, Craig Macy, RSF participants, 
BBG representatives, or other investor-side parties as a means of enhancing governance leverage, 
creditor leverage, or future bankruptcy positioning 
5 Whether the use of multiple investment entities resulted in governance rights, voting power, creditor 
rights, or influence materially different from what founders understood at the time of the investment 
6 Whether founders were advised, including by Craig Macy, regarding the governance, creditor, control, 
insolvency, bankruptcy, or other legal and practical implications arising from Gene Wong's investment 
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through multiple entities under common control, and whether the consequences of such a structure 
were explained prior to consummation of the transaction 
7 Whether the use of multiple entities increased Gene Wong's practical ability to exercise control over 
Cartwheel's governance, financing decisions, strategic transactions, acquisition opportunities, or 
bankruptcy-related decisions 
8 Whether Gene Wong's investments through the Wong Family Revocable Trust were made while he was 
serving as a director of Cartwheel and exercising governance authority, and whether the potential 
impact of holding interests through multiple affiliated entities while serving in that role was considered, 
disclosed, or evaluated with respect to Cartwheel's governance, financing activities, strategic 
alternatives, or stakeholder interests 
B Capital Control and Financing Leverage 
1 Movant understands that certain RSF-affiliated investors may have committed or deposited capital into 
RSF-controlled accounts before such capital was formally committed or released to Cartwheel Movant 
further understands that Gene Wong continued to conduct due diligence, fundraising activities, and 
investor-related discussions while serving as a member of Cartwheel's Board of Directors and possessing 
access to non-public information concerning the company's financial condition, fundraising efforts, 
strategic alternatives, and capital needs Movant further understands that management was, at various 
times, informed that additional capital remained subject to ongoing diligence or fundraising efforts, 
while at other times management was advised that Gene-affiliated investments had already been 
committed, funded, or otherwise required acceptance by the company The Trustee should determine 
the timing, status, availability, management, and release of such capital, the extent of Gene Wong's 
authority or influence over those decisions, whether investors understood the status of their funds, and 
whether control over the timing, allocation, or release of capital affected Cartwheel's financing options, 
investor composition, governance structure, bargaining position, strategic alternatives, or the relative 
influence of investors participating in the financing 
2 Whether Gene Wong possessed authority, directly or indirectly, to delay, withhold, condition, stage, or 
otherwise control the release of capital committed by RSF-affiliated investors and whether such 
authority affected Cartwheel's financing, operating runway, fundraising efforts, investor composition, 
valuation, strategic alternatives, or bargaining position 
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Whether Gene Wong, while serving as a director, participated in governance decisions, financing 
negotiations, strategic planning, or other Board-level decisions affecting Cartwheel while simultaneously 
performing investor due diligence and exercising authority, influence, or discretion over the timing, 
commitment, allocation, or release of capital associated with RSF-affillated investors 
Whether RSF-affiliated investors whose capital commitments were delayed, withheld, staged, or 
otherwise managed were informed of such circumstances and, if so, what information was provided 
concerning the timing, release, use, or deployment of their capital, including whether such tnvestors 
understood that their funds had not yet been contributed to Cartwheel despite having committed to the 
investment 
Movant understands that, after oversubscription of convertible note round in Dec 2024, management 
was Instructed to limit, reduce, delay, stage, or otherwise manage participation by certain prospective 
high net-worth investors while Gene Wong and entities affiliated with Gene Wong continued to 
participate in financing activities Movant further understands that investments associated with Gene 
Wong, including investments made through the Wong Family Revocable Trust, were accepted or 
accommodated during this period and that management was advised such investments had already 
been committed, funded, or otherwise required acceptance by the company The Trustee should 
determine who controlled such decisions, whether investors were treated consistently, whether 
prospective investors were displaced, reduced, or discouraged in order to accommodate Gene-affiliated 
Investments, and whether the timing, structure, and allocation of capital contributions affected 
governance rights, creditor positions, investor influence, future fundraising efforts, financing outcomes, 
or the Debtor's financial condition 
Whether management was directed to limit, reduce, defer, stage, or otherwise manage investments 
from prospective investors introduced by management while investments associated with Gene Wong 
or Gene-affillated entities were accepted, increased, prioritized, or encouraged, and whether such 
actions affected governance rights, creditor positions, investor influence, financing outcomes, or 
subsequent bankruptcy-related positions 
Whether the timing, structure, release, withholding, or management of tnvestor capital increased Gene 
Wong's governance influence, creditor position, practical control, bargaining leverage, or ability to 
influence future financing, governance, insolvency, or bankruptcy-related decisions 
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8 Movant personally managed the Debtor's operating credit facilities and recalls that, shortly after Gene 
Wong's investment, management was directed to limit repayment of a substantially utilized operating 
credit card despite significant ongoing interest expense Movant further recalls discussions in which 
Gene Wong proposed that he and another investor provide secured financing to refinance the 
remaining balance Although the proposal was not ultimately implemented, the Trustee should 
determine the circumstances surrounding the proposal, the extent of Gene Wong's involvement in 
decisions affecting repayment of existing indebtedness, and whether the proposed refinancing would 
have altered creditor priorities or investor positions 
C Petitioning Creditor Independence 
1 Whether common ownership, common control, or common economic interests existed among entities 
that later became petitioning creditors in this case 
2 Whether petitioning creditors coordinated actions, communications, governance decisions, financing 
demands, litigation strategies, acquisition strategies, or bankruptcy strategies before commencement of 
this proceeding 
3 Whether the involuntary petition was initiated by genuinely independent creditors or by entities 
substantially controlled, influenced, or directed by a common individual acting through multiple entities 
4 Whether representations made concerning creditor independence accurately reflected the practical 
realities of ownership, control, and decision-making authority among the petitioning creditors 
5 Whether common-control relationships among petitioning creditors influenced decisions that affected 
the Debtor's financing, strategic alternatives, governance disputes, or path to insolvency 
6 Whether the structure of the investments and creditor positions was designed, in whole or in part, to 
preserve optionality for future governance disputes, creditor enforcement actions, bankruptcy 
proceedings, or acquisition opportunities 
7 Whether the use of multiple commonly controlled entities was discussed, contemplated, or 
implemented as part of any strategy relating to future bankruptcy proceedings or creditor actions 
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Whether creditors, shareholders, and the estate would benefit from a complete accounting of all 
ownership, control, beneficial interests, voting authority, governance rights, creditor rights, and 
decision-making authority associated with the petitioning creditors and affiliated entities 
Whether entities that later became petitioning creditors acted independently or routinely relied upon 
Gene Wong's recommendations, approvals, instructions, or decision-making authority when 
determining governance positions, financing positions, creditor remedies, litigation strategy, or 
bankruptcy-related actions 
Whether communications existed among petitioning creditors demonstrating coordinated action with 
respect to governance disputes, financing negotiations, acquisition opportunities, creditor remedies, or 
bankruptcy strategy 
Whether governance rights, creditor rights, or bankruptcy-related rights were intentionally distributed 
among multiple affillated entities while practical decision-making authority remained concentrated In a 
single individual 
Whether creditors, investors, directors, officers, counterparties, or prospective transaction partners 
reasonably understood the degree of common control existing among entities associated with Gene 
Wong 
Whether Gene Wong possessed authority to act on behalf of multiple petitioning creditors and, If so, 
whether practical decision-making authority concerning governance disputes, creditor remedies, 
litigation strategy, or commencement of this bankruptcy proceeding was concentrated in a single 
individual despite the existence of multiple legal entities 
Whether the use of multiple entities under common control enhanced Gene Wong's practical leverage 
with respect to Cartwheel's governance, financing negotiations, creditor remedies, insolvency planning, 
or commencement of the involuntary bankruptcy proceeding 
Whether Gene Wong executed, authorized, or directed actions on behalf of multiple petitioning 
creditors and, if so, whether creditors, counterparties, directors, officers, investors, or the Court were 
provided a complete understanding of the degree to which decision-making authority was concentrated 
among entities participating in this proceeding 
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D BBG Knowledge and Involvement 
1 Movant understands that representatives of Cartwheel met with Kyle Ferguson and other BBG 
representatives to discuss financing opportunities, governance concerns, and disputes involving Gene 
Wong Movant further understands that BBG representatives indicated they were generally familiar with 
allegations or concerns similar to those being described, although they may not initially have 
understood that such concerns involved Cartwheel Movant further understands that BBG maintained 
ongoing relationships with RSF-affillated investment activities and may have considered future co- 
Investment opportunities, referrals, matching-investment opportunities, or deal flow involving such 
entities to be important The Trustee should determine the extent of BBG's knowledge concerning 
disputes involving Gene Wong, the source of that knowledge, the nature of BBG's relationship with RSF- 
affiliated entities, and whether such relationships influenced BBG's actions, communications, 
investment decisions, governance positions, creditor remedies, litigation strategy, or participation in this 
proceeding 
2 Whether BBG, including Kyle Ferguson and other representatives, became aware of disputes involving 
Gene Wong and Cartwheel prior to the Debtor's collapse, the nature and extent of BBG's knowledge of 
those disputes, the source of such information, and any communications, meetings, discussions, or 
correspondence between BBG, Gene Wong, Cartwheel representatives, Holland & Hart, or other parties 
concerning those disputes 
3 Movant understands that BBG representatives expressed interest in seeing the parties reach a 
resolution regarding disputes involving Gene Wong and Cartwheel Movant further understands that 
Cartwheel's Chief Executive Officer informed BBG that counsel for the respective parties were actively 
attempting to resolve such disputes and that management believed those discussions should remain 
with counsel Movant further understands that BBG representatives were invited to visit Cartwheel's 
facilities, observe the company's technology and operations, and discuss the governance disputes and 
related circumstances with management According to Movant's understanding, BBG did not respond to 
that invitation and no such visit or follow-up discussion occurred The Trustee should determine 
whether BBG elected not to pursue further inquiry into such matters, the reasons for any such decision, 
and whether that decision affected BBG's understanding of Cartwheel, the governance disputes, or 
subsequent actions involving the company 
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Whether BBG was requested to review, visit, evaluate, or otherwise familiarize itself with Cartwheel's 
operations, technology, business condition, or the circumstances underlying disputes involving Gene 
Wong, whether such requests were accepted, declined, or ignored, and the reasons for any decision not 
to participate 
Whether BBG's knowledge of Cartwheel, its disputes with Gene Wong, or information obtained from 
any party influenced BBG's subsequent actions, communications, positions, or participation relating to 
the Debtor, including its involvement in the commencement of this bankruptcy case 
Whether BBG's relationship with Gene Wong, RSF Robotics |, RSF-affiliated entities, or the broader RSF 
investment ecosystem influenced BBG's decisions, communications, actions, participation, or positions 
relating to Cartwheel, including whether BBG considered the impact of such relationships on future 
Investment opportunities, referrals, deal flow, co-investment opportunities, or business relationships 
Whether BBG's involvement in Cartwheel, including its participation in this proceeding, was influenced 
In any way by existing or anticipated investment, financing, referral, co-investment, or deal-flow 
relationships involving Gene Wong, RSF-affiliated entities, or persons associated with those entities 
E Governance Disputes and Escalation 
1 Movant understands that disputes regarding governance authority did not remain theoretical After 
concerns arose regarding the operation of the governance structure, management and subsequent 
counsel explored potential corrective actions, governance modifications, and other resolutions The 
Trustee should determine the nature and outcome of those efforts and whether unresolved governance 
disputes affected the Debtor's financing, strategic alternatives, or ultimate insolvency 
Whether any demand letter, notice of default, assertion of investor rights, or similar communication 
issued by Gene Wong or his representatives affected the Debtor's ability to raise capital, complete 
financing transactions, pursue strategic alternatives, enter into commercial agreements, attract 
investors, negotiate acquisitions, or otherwise preserve enterprise value prior to the Debtor's collapse 
Whether Cartwheel, its Board, management, counsel, Gene Wong, or his representatives engaged in 
discussions or negotiations concerning the modification, removal, clarification, or resolution of disputed 
governance provisions, Investor rights, protective provisions, financing terms, or related matters, the 
nature of any proposed resolutions, and the reasons such efforts were unsuccessful 
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4 Whether concerns regarding governance disputes, litigation threats, asserted authority, potential 
personal liability, or ongoing conflicts contributed to the resignation, withdrawal, or unwillingness to 
serve of directors, advisors, financing participants, or other individuals involved in the Debtor's 
governance, fundraising efforts, or strategic alternatives 
F Operational Control and De Facto Authority 
1 Whether Gene Wong exercised de facto control over Cartwheel's governance, financing activities, 
personnel decisions, hiring processes, compensation matters, fundraising efforts, strategic alternatives, 
Operational priorities, product-development activities, investor communications, or other company 
affairs beyond the authority formally granted through the financing documents, governance documents, 
Board position, or applicable law 
2 Whether Gene Wong exercised approval authority, interview authority, veto authority, or other 
influence over hiring decisions, personnel decisions, compensation decisions, or staffing levels beyond 
that ordinarily associated with an investor or director and whether such involvement affected 
Cartwheel's operational performance, fundraising efforts, financing milestones, or valuation 
3 Movant personally observed Gene Wong frequently requesting reports, information, updates, and other 
communications directly from Movant while serving as Chief Operating Officer Movant further 
understands that Gene Wong maintained relationships with employees outside ordinary management 
channels, including through meetings, meals, mentoring, housing assistance, professional introductions, 
educational assistance, and other personal interactions Movant does not know the nature or substance 
of all such communications The Trustee should determine whether such interactions affected reporting 
relationships, employee decision-making, operational authority, communications with management, or 
the practical exercise of control within the company 
4 Whether employees, contractors, officers, or service providers received direction, requests, 
assignments, approvals, instructions, or strategic guidance directly from Gene Wong and, if so, the 
nature, scope, frequency, and operational impact of such communications 
5 Whether employees, contractors, officers, or service providers were encouraged, expected, or 
understood that they should communicate directly with Gene Wong regarding operational, technical, 
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personnel, product-development, fundraising, strategic, or governance matters outside ordinary 
management channels 
6 Whether officers, employees, contractors, investors, or third parties understood Gene Wong to possess 
authority over operational, personnel, financing, governance, or strategic matters beyond the authority 
ordinarily associated with a director, investor, or noteholder 
7 Whether employees, contractors, officers, or service providers viewed Gene Wong as a source of 
authority, direction, mentorship, advancement, professional opportunity, financial support, housing 
assistance, educational assistance, or other benefits and whether such relationships affected 
communications, reporting structures, operational decisions, governance matters, or the practical 
exercise of authority within the company 
G External Communications and Strategic Influence 
1 Whether Gene Wong communicated with investors, prospective investors, strategic partners, acquirers, 
creditors, industry participants, or other third parties concerning Cartwheel's financing, governance, 
strategic alternatives, acquisition opportunities, enterprise value, assets, intellectual property, 
workforce, customer relationships, or future prospects outside the knowledge of Cartwheel’s 
management or Board, and whether any such communications influenced financing decisions, 
acquisition opportunities, strategic alternatives, creditor actions, or the Debtor's path to insolvency 
2 Whether prospective investors, financing sources, strategic partners, acquisition candidates, customers, 
vendors, or other third parties understood Gene Wong to possess authority over Cartwheel's 
governance, financing decisions, strategic alternatives, or operations and whether such perceptions 
affected their willingness to engage with the Debtor 
The Trustee should determine whether entities that appeared to act as separate investors, creditors, 
governance participants, or petitioning creditors were in fact operating under common ownership, common 
control, common economic interests, or coordinated decision-making authority, and whether those 
relationships materially influenced Cartwheel's governance, financing efforts, acquisition opportunities, strategic 
alternatives, creditor remedies, insolvency planning, or commencement of this bankruptcy proceeding 
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V_ ENGINEERED ARTS, INVESTOR CONTROL, AND FAILED STRATEGIC ALTERNATIVES 
The Trustee should investigate acquisition discussions involving Engineered Arts during approximately March 
and April 2025 
At the time, Engineered Arts was both an existing investor and a party from whom additional investment capital 
was being sought According to information available to Movant, discussions regarding additional investment 
evolved into preliminary acquisition discussions The Trustee should investigate whether those discussions were 
impeded or terminated through the exercise of governance rights by Gene Wong and whether subsequent 
financing proposals advanced by Mr Wong were structured to increase his control over the Debtor 
Among other issues, examination should address 
A Engineered Arts and Strategic Alternatives 
1 Movant understands that management disclosed Engineered Arts communications regarding a 
proposed acquisition to the Board and sought direction regarding further discussions Movant further 
understands that governance objections, litigation threats, or asserted approval rights arose before 
commercially viable transaction terms could be developed and evaluated The Trustee should determine 
the extent to which such objections affected Cartwheel's ability to pursue strategic alternatives 
2 What communications occurred among Engineered Arts, Gene Wong, Sam Tolkoff, Craig Macy, 
Cartwheel management, directors, investors, and counsel concerning potential investment, partnership, 
or acquisition opportunities 
3 Whether Engineered Arts expressed a preference to negotiate directly with management rather than 
through Board member Sam Tolkoff, who had previously served as the primary point of contact 
4 Whether Engineered Arts expressed concerns regarding investor control, governance restrictions, veto 
rights, or decision-making authority within Cartwheel 
5 Whether Engineered Arts or Nick Desmarais, when investing, were aware that governance provisions 
granted Gene Wong effective blocking authority over significant corporate actions 
6 Whether investors participating in the convertible note round generally understood the practical effect 
of those governance provisions 
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Whether management acted appropriately by disclosing acquisition communications to the Board and 
seeking direction regarding a potential counterproposal 
Whether the Chief Executive Officer possessed authority, consistent with customary corporate practice, 
to conduct preliminary negotiations, evaluate strategic alternatives, and develop transaction terms 
before presenting a formal proposal to the Board for consideration 
Whether Gene Wong exercised, asserted, or threatened to exercise governance rights, litigation 
remedies, veto rights, or other forms of control to terminate discussions with Engineered Arts, including 
advising that litigation would result unless such discussions ceased and directing the wording of the 
CEO's response terminating further negotiations 
Whether acquisition discussions were terminated before commercially viable terms could be developed 
and evaluated, and if so, what role governance restrictions, investor objections, litigation threats, or 
blocking rights played in that outcome 
Whether governance rights, veto rights, protective provisions, or other control mechanisms asserted 
during the Engineered Arts discussions were validly authorized, properly disclosed to investors, and 
legally enforceable at the time they were exercised 
Whether concerns regarding the governance provisions asserted during the Engineered Arts discussions 
arose only after those provisions were exercised or threatened, and whether subsequent review by later 
corporate counsel, shareholder counsel, or other professionals raised questions regarding the origin, 
authorization, disclosure, scope, or enforceability of those provisions 
Movant recalls discussions in which Gene Wong stated that he expected a "100x return" on his 
investment and objected to consideration of certain strategic alternatives that would produce materially 
lower returns Movant further understands that such discussions occurred during a period in which 
Cartwheel had only a few weeks of operating runway remaining and management was attempting to 
evaluate potential contingency plans, including acquisition opportunities involving an existing investor, 
in the absence of a committed lead investor for a bridge financing round The Trustee should determine 
whether investment-return expectations, governance rights, or other considerations affected the 
evaluation, pursuit, approval, or rejection of strategic alternatives available to the Debtor 
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Whether statements made by Gene Wong concerning expected investment returns influenced his 
position regarding acquisition opportunities, financing alternatives, governance decisions, strategic 
alternatives, or other transactions affecting the Debtor's enterprise value or prospects for survival 
Whether actions taken by Gene Wong, other investors, directors, officers, or advisors during the 
Engineered Arts discussions were directed toward preserving enterprise value for creditors and 
shareholders or toward preserving governance leverage, control rights, negotiating position, or potential 
investment upside 
Whether actions taken by Gene Wong during the Engineered Arts discussions were authorized by the 
governance rights he claimed to possess or whether those actions exceeded the scope of any approval 
rights, veto rights, protective provisions, or other governance authority granted to him under the 
Debtor's governing documents 
Whether Gene Wong exercised practical control over strategic decisions, acquisition discussions, 
financing alternatives, management actions, or Board processes beyond the authority expressly granted 
by the Debtor's governing documents 
Whether Gene Wong's actions, instructions, demands, objections, or litigation threats during the 
Engineered Arts discussions exceeded the authority actually granted by the financing documents, ACOI, 
governance provisions, or applicable law 
Whether, following the termination or obstruction of the Engineered Arts discussions, Gene Wong 
presented a bridge financing proposal containing additional protective provisions, governance rights, 
veto rights, or other mechanisms that would have increased, reinforced, or formalized his control over 
the company (see Exhibit F) 
Whether the timing and substance of any bridge financing proposal created incentives to block 
alternative strategic transactions In favor of a financing structure that enhanced investor control 
Whether initial bridge financing draft presented by Gene Wong contained an unauthorized CEO 
signature, and if this draft was shared with any third parties implying there was an executed agreement 
Whether the failure, termination, or obstruction of acquisition discussions contributed to the Debtor's 
inability to obtain financing, pursue strategic alternatives, preserve enterprise value, or avoid 
insolvency 
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B Apparent Assent and Unauthorized Signature Issues 
1 Movant understands that Gene Wong prepared and transmitted a proposed bridge financing term sheet 
to the Chief Executive Officer for review and that the document already contained the apparent 
signature of the Chief Executive Officer despite the absence of approval, execution, or assent by 
management The Trustee should determine how the signature came to appear on the document, 
whether the document was transmitted to any third parties, whether any recipient relied upon It as 
evidence of company approval or assent, and whether similar signature-bearing documents were 
created, transmitted, or used In connection with other financing, governance, or strategic matters 
2 Whether any financing documents, draft agreements, bridge financing proposals, term sheets, or 
signature-bearing versions thereof were circulated to investors, funding participants, strategic 
counterparties, or state-affillated investment programs in a manner that created the appearance of 
company assent, approval, or commitment to a financing structure that had not in fact been approved 
by Cartwheel's management or Board 
3 Whether any version of the proposed bridge financing term sheet bearing the apparent signature of the 
Chief Executive Officer was transmitted to BBG, SSBCI participants, GOED personnel, prospective 
Investors, strategic counterparties, or other third parties 
4 Whether any recipient of such document was informed, expressly or implicitly, that Cartwheel had 
accepted, approved, executed, or otherwise agreed to the proposed financing structure 
5 Whether any financing, diligence, investment, governance, acquisition, strategic transaction, creditor, or 
bankruptcy-related decisions were influenced by the apparent existence of company assent reflected in 
such document 
C Other Strategic Opportunities 
1 Movant understands that concerns regarding governance disputes, asserted approval rights, litigation 
threats, and strategic alternatives continued after the above mentioned Engineered Arts discussions and 
remained unresolved despite repeated efforts by management, directors, shareholders, and counsel to 
negotiate, clarify, reform, or otherwise resolve such issues By the time foreclosure discussions 
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occurred, the Debtor faced severe liquidity constraints, unresolved governance disputes, asserted 
approval rights, litigation threats, and significant uncertainty concerning available financing and 
Strategic alternatives The Trustee should determine the extent to which those circumstances affected 
the Debtor's ability to pursue financing, acquisitions, restructurings, workouts, orderly liquidation 
alternatives, or other value-preserving transactions 
2 Whether governance disputes, asserted approval rights, litigation threats, demand letters, financing 
restrictions, unresolved governance issues, or the inability to obtain necessary approvals materially 
impaired the Debtor's ability to obtain financing, pursue strategic transactions, negotiate acquisitions, 
obtain credit accommodations, or otherwise preserve enterprise value prior to the foreclosure 
transaction 
3 Whether governance disputes, asserted approval rights, or uncertainty regarding corporate authority 
impaired the Debtor's ability to retain restructuring, insolvency, or bankruptcy counse! during the period 
immediately preceding foreclosure 
4 Whether post-foreclosure discussions occurred concerning acquisition, recovery, redevelopment, 
licensing, or redeployment of Cartwheel assets and what those discussions Indicate regarding perceived 
asset value at the time of foreclosure 
5 Whether other acquisition opportunities, financing opportunities, strategic partnerships, licensing 
opportunities, business opportunities, or other strategic alternatives involving Cartwheel were 
presented to, evaluated by, or discussed with investors, directors, affiliated entities, or third parties and, 
if so, whether such opportunities were disclosed to Cartwheel's management and Board and evaluated 
in the interests of the company 
The Trustee should determine not only whether governance rights asserted during the Engineered Arts 
discussions were validly created and enforceable, but also whether those rights were exercised within their 
lawful scope The Trustee should further determine whether practical control exercised by Gene Wong over 
acquisition discussions, financing alternatives, or strategic decision-making exceeded the authority granted 
under the Debtor's governing documents 
The Trustee should further determine whether such actions preserved or impaired enterprise value available to 
creditors and shareholders 
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VI DOCUMENTS AND COMMUNICATIONS TO BE EXAMINED 
To the extent available to the Trustee and consistent with applicable privilege rules and other legal protections, 
the Trustee should consider obtaining and reviewing documents and communications relating to the matters 
identified tn this Motion, including but not limited to 
> Financing Transactions and Counsel Conflicts 
e Financing term sheets and related transaction documents 
e Documents concerning dual representation, conflict disclosures, waivers, or informed consent 
e Communications concerning valuation, governance rights, financing structure, investor protections, or 
transaction negotiations 
e Engagement agreements and related attorney-client relationship documents 
B Governance Documents and ACOI Authorization 
e Drafts, revisions, redlines, and final versions of governance documents, including the ACOI 
e Board, shareholder, and corporate records concerning authorization, approval, and adoption of governance 
provisions 
e Communications concerning governance rights, protective provisions, investor-control provisions, and 
related disputes 
e Non-privileged materials sufficient to identify the existence, timing, participants, and subject matter of legal 
advice relating to governance issues 
(o) Investor Disclosure and Communications 
e Investor presentation materials, financing packages, due diligence materials, subscription materials, and 
other documents provided to investors participating in the financing round 
¢ Communications concerning investor disclosure, understanding, approval, or acceptance of governance 
provisions, investor rights, financing terms, or related transaction documents 
e Documents sufficient to identify what materials were provided to investors, when such materials were 
provided, and whether governance provisions incorporated into the ACOI were disclosed to investors 
participating in the financing round 
D Common Control and Creditor Coordination 
e Documents reflecting ownership, beneficial interests, management authority, decision-making authority, or 
control relationships involving Gene Wong, the Wong Family Revocable Trust, RSF Robotics 1, RSF Master 
LLC, BBG, and affiliated entities 
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e Communications concerning governance disputes, financing decisions, strategic alternatives, creditor 
remedies, litigation strategy, insolvency planning, bankruptcy strategy, or commencement of this 
proceeding among petitioning creditors or affiliated entities 
e Documents sufficient to identify persons authorized to act on behalf of petitioning creditors, the scope of 
such authority, and the preparation, review, authorization, or filing of the involuntary petition 
m Engineered Arts, Strategic Alternatives, and Bridge Financing 
e Communications involving Engineered Arts, Cartwheel management, directors, investors, advisors, or 
counsel concerning investment opportunities, strategic partnerships, acquisition discussions, bridge 
financing proposals, or other strategic alternatives 
e Draft proposals, term sheets, bridge financing documents, acquisition-related materials, signature-bearing 
versions, and related communications 
¢ Communications concerning governance rights, investor objections, approval rights, veto rights, litigation 
threats, restrictions upon, delays of, or termination of strategic alternatives 
e Communications involving BBG, GOED, SSBCI participants, prospective investors, or strategic counterparties 
concerning bridge financing proposals, strategic alternatives, or documents reflecting apparent company 
assent 
The categories above are intended to identify the types of documents and communications most likely to clarify 
the issues presented tn this Motion and are not intended to limit the scope of any examination otherwise 
authorized by Rule 2004 
VII CONCLUSION 
Rule 2004 exists to permit broad investigation into matters affecting the estate and potential causes of action 
To date, substantial attention has been directed toward founders, family relationships, post-collapse conduct, 
and actions taken after Cartwheel's insolvency became unavoidable Far less attention has been directed toward 
the conduct of investors, counsel, governance actors, and parties exercising control before the collapse 
occurred 
This Motion seeks examination of the events that may have caused or accelerated that collapse 
Page 36 of 45

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The questions presented concern conflicted legal representation, governance authority, investor control, 
creditor coordination, acquisition interference, financing leverage, disclosure obligations, and the validity of 
corporate actions that may have shaped the Debtor's trajectory long before bankruptcy was filed 
If governance rights were improperly created, improperly disclosed, improperly exercised, or used in a manner 
that impaired enterprise value, the estate and Its creditors have a direct interest in knowing that If conflicts of 
interest influenced financing negotiations, governance structures, or strategic transactions, the estate has a 
direct interest in knowing that If acquisition opportunities, financing alternatives, or other value-preserving 
transactions were impaired through the exercise of disputed governance authority, the estate has a direct 
interest in knowing that Likewise, if entities appearing to act as independent investors, creditors, governance 
participants, or petitioning creditors were in fact operating under common ownership, common control, or 
coordinated decision-making authority, the estate and Its creditors have a direct interest in understanding those 
relationships and their impact on the Debtor 
Many of the issues identified in this Motion concern events that occurred before insolvency and before the 
commencement of this bankruptcy case The Trustee ts uniquely positioned to obtain records, communications, 
testimony, and other information unavailable to Movant and to determine whether any claims, remedies, or 
recoveries may exist for the benefit of the estate The requested examination Is intended to assist that process 
The requested examination is intended to determine whether governance disputes, investor control, conflicted 
representation, creditor coordination, and interference with strategic alternatives contributed to the 
destruction of enterprise value and whether resulting claims exist for the benefit of the estate 
Accordingly, Movant respectfully requests entry of an order authorizing Rule 2004 examinations and related 
document production concerning the subjects identified herein, together with such other and further relief as 
the Court deems just and proper 
Dated DUN ZZ 2026 
Respectfully submitted, 
[AD 
Samantha Conway Cc 
Shareholder and Cred! 
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EXHIBIT INDEX 
e Exhibit A — Email Introduction of Gene Wong by Craig Macy 
Referenced tn Section I! C concerning the introduction of Gene Wong to Cartwheel Robotics, the relationship 
between Gene Wong and company counsel, and the circumstances preceding the financing transaction 
e Exhibit B — Original RSF Financing Term Sheet 
Referenced tn Sections II and III concerning financing negotiations, valuation discussions, governance 
expectations, investor rights, and the framework presented to founders before execution of final transaction 
documents 
e =Exhibit C — Revised RSF Convertible Note Term Sheet 
Referenced tn Sections ll, Ill, and V concerning financing negotiations, governance provisions, investor- 
control rights, and the evolution of governance authority 
e = Exhibit D — Executed Convertible Note 
Referenced in Section Ill concerning investor disclosure, financing structure, governance rights, and the 
materials provided to investors participating in the financing round 
e Exhibit E— Amended and Restated Certificate of Incorporation (ACO!) 
Referenced in Section Ill concerning governance authority, investor-control provisions, authorization, 
disclosure, concentration of authority, and the practical operation of the governance framework 
e Exhibit F — Bridge Financing Term Sheet Draft Containing Apparent CEO Signature 
Referenced in Section V concerning apparent company assent, authorization, investor communications, 
strategic alternatives, and the circumstances surrounding circulation of financing documents that may have 
appeared to reflect company approval 
e Exhibit G — Demand Letter Regarding Governance Disputes 
Correspondence from Gene Wong asserting governance-related claims and demanding specified corrective 
action 
Exhibit Disclosure 
The exhibits attached to this Motion are provided solely as examples of documents relevant to the issues 
identified herein and are not intended to represent a complete collection of records relating to the Debtor, its 
financing transactions, governance structure, investors, or Operations 
Movant no longer has access to the Debtor’s books and records This Motion 1s based upon Movant’s personal 
knowledge, recollection, publicly available information, and a limited set of documents that Movant obtained in 
her capacity as a shareholder through consultattons with shareholder counsel during the review of governance 
disputes Movant does not possess or control the Debtor’s complete corporate books, records, financial files, or 
governance documents that were maintained by the company prior to the strict foreclosure To the extent any 
exhibit was provided to Movant, it was provided through non-privileged means or constitutes a non-privileged 
corporate record Nothing tn this Motion ts intended to waive any applicable privilege 
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Exhibit A — Email Introduction of Gene Wong by Craig Macy 
Page 39 of 45

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&® Outlook 
Introductions... 
From Craig Macy <cmacy@macypetersiaw.com> 
Date Wed 2/7/2024 6:05 PM 
To Gene Wong <gene@renoseedfund.com>; Scott LaValley <scott.lavalley@cartwheelrobotics.com> 
Scott, 
Gene is a key component of the Northern Nevada entrepreneurial ecosystem, serving in numerous 
roles across a variety of industries and functions, including presently CEO of ClickBio and Managing 
Partner of the Reno Seed Fund. There isn’t much that gets done around here where Gene doesn't 
have his fingerprints on it, or in many cases, handprints. He is an advocate of robotics as a key 
technology for Nevada going forward. In fact, the first time | met Gene he was helping a robotics 
company out of Las Vegas. 
Gene, 
I've been working with Scott now for quite some time leading up to his decision to transition his 
company’s focus and pursue financing. His track record is amazing, is one of just a handful of 
individuals in his field with he experience and ability to make good on his vision. He relocated here 
from Southern California, but I'll leave it to him to unpack the details, as well as a pending plan to 
relocate to Reno. Scott does have a deck prepared that has already been provided to interested 
investors, but again, I'll leave it to him to provide to you directly. 
I've included links to your respective LinkedIn profiles below. No need to keep me on any future 
correspondence. 
https://www.linkedin.com/in/eugene-wong-65b4969/ 
httos://www.linkedin.com/in/slavalley/ 
Craig 
Craig Macy 
Partner 
https://www.linkedin.com/in/craigmacy/ 
1 (775) 251-0300 (office) 
1 (775) 301-5899 (direct) 
1 (415) 518-0061 (mobile)

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Exhibit B — Original RSF Financing Term Sheet 
Page 40 of 45

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DocuSign Envelope ID F34D82B7-11CB-4EGA-8F51-D07802194E1C 
TERM SHEET 
FOR SERIES SEED PREFERRED STOCK FINANCING OF 
CARTWHEEL, INC 
APRIL 26, 2024 
This Term Sheet summarizes the principal terms of the Series Seed Preferred Stock 
Financing of Cartwheel Robotics, Inc, a Delaware corporation (the “Company”) In 
consideration of the time and expense devoted and to be devoted by the Investors with respect to 
this investment, the No Shop/Confidentiality and Counsel and Expenses provisions of this Term 
Sheet shall be binding obligations of the Company whether or not the financing 1s consummated 
No other legally binding obligations will be created until definitive agreements are executed and 
delivered by all parties This Term Sheet 1s not a commitment to invest, and is conditioned on the 
completion of due diligence, legal review and documentation that 1s satisfactory to the Investors 
This Term Sheet shall be governed 1n all respects by the laws of Delaware 
Offermg Terms 
Closing Date 
Investors 
Amount Raised 
As soon as practicable following the Company’s acceptance of this 
Term Sheet and satisfaction of the Conditions to Initial Closing (the 
“First Closing Date”), and 
As soon as practicable following the Company’s satisfaction of the 
Conditions to Second Closing (the “Second Closing Date”) 
Investor No 1 Fund I, a Series of Reno Seed Advisors, LP, 
Investor No 2 Limited Partners of Lead Investor, 
Investor No 3 The Nevada SSBCI program (“NBBGEI’), 
Investor No 4 SamsungNext, and 
other accredited investors that Lead Investor and the Company 
mutually consent to (which consent shall not be unreasonably 
withheld, conditioned, or delayed) 
Lead Investor will be collectively Investor No 1 and Investor No 2 ( 
“Lead Investor’) 
The total number of Investors shall not exceed 30 unless authorized 
by the Company 
All Investors must be “accredited investors” as that term is defined 
under Rule 501 of Regulation D promulgated under the Securities Act 
of 1933, as amended 
$2,500,000 up to $5,000,000, which amount can be increased

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DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
Use of Proceeds 
Minimum Investment 
Price Per Share 
Pre-Money Valuation 
Dividends 
Liquidation Preference 
based on mutual agreement of the Company and Lead Investor 
The financing amount shall be due and payable as follows 
e The Lead Investor will invest $500,000 conditioned on a 
total aggregate investment of all investors of at least 
$2,500,000 on the First Closing Date, 
e NBBGEI will have the right to match the Lead Investor 
investment on a 11 basis and 1s expected to make an 
investment of $500,000 conditioned on a total aggregate 
investment of all investors of at least $2,500,000 on the First 
Closing Date, and 
the balance will be from co-investors as mutually agreed to between 
Company and the Lead Investor 
Funds will be utilized for the completion of the entertainment MVP 
and for growing the Company's revenues from their existing products 
and services 
$50,000 per Investor, subject to the Company’s right to receive lesser 
amounts upon subject to consent of Lead Investor 
To be determrined based on the capitalization of the Company set 
forth in a capitalization table aceeptable to Investor (the “Original 
Purchase Price’) 
The Original Purchase Price 1s based upon a fully-diluted pre-money 
valuation of $15,000,000 and a fully-diluted post-money valuation of 
$20,000,000 (including an employee pool representing 20% of the 
fully-diluted post-money capitalization) 
CHARTER 
The Series Seed Preferred will carry an annual 6% cumulative 
dividend payable upon a liquidation or redemption For any other 
dividends or distributions, participation with Common Stock on an 
as-converted basis 
First pay 2 times the Original Purchase Price plus accrued and 
declared and unpaid dividends on each share of Series Seed Preferred 
Stock (or, 1f greater, the amount that the Series Seed Preferred Stock 
would receive on an as-converted basis) The balance of any proceeds 
shall be distributed pro rata to holders of Common Stock 
A merger or consolidation (other than one in which stockholders of 
the Company own a majority by voting power of the outstanding 
shares of the surviving or acquiring corporation) or a sale, lease,

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DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
Voting Rights 
Protective Provisions 
transfer, exclusive license or other disposition of all or substantially 
all of the assets of the Company will be treated as a liquidation event 
(a “Deemed Liquidation Event”), thereby triggering payment of the 
liquidation preferences described above unless the holders of a 
majority of the Series Seed Preferred Stock elect otherwise (the 
“Requisite Holders”) The Purchasers’ entitlement to their 
liquidation preference shall not be abrogated or diminished in the 
event part of the consideration 1s subject to escrow or indemnity 
holdback in connection with a Deemed Liquidation Event 
The Series Seed Preferred Stock shall vote together with the Common 
Stock on an as-converted basis, and not as a separate class, except (1) 
so long as any shares of Series Seed Preferred Stock are outstanding, 
the Series Seed Preferred Stock as a class shall be entitled to elect one 
(1) members of the Board (the “Series Seed Director”), and (11) as 
required by law The Company’s Certificate of Incorporation will 
provide that the number of authorized shares of Common Stock may 
be increased or decreased with the approval of a majority of the 
Preferred and Common Stock, voting together as a single class, and 
without a separate class vote by the Common Stock 
So long as any shares of Series Seed Preferred Stock are outstanding, 
in addition to any other vote or approval required under the 
Company’s Charter or Bylaws, the Company will not, without either 
the written consent of the majority of the Series Seed Preferred Stock 
or the consent of the majority of the Board of Directors that includes 
the Series Seed Director, either directly or by amendment, merger, 
consolidation, or otherwise 
(1) liquidate, dissolve or wind-up the affairs of the Company, 
or effect any merger or consolidation or any other Deemed 
Liquidation Event, 
(1) amend, alter or repeal any provision of the Certificate of 
Incorporation or Bylaws in a manner adverse to the Series 
Seed Preferred Stock, 
(41) purchase or redeem or pay any dividend on any capital 
stock prior to the Series Seed Preferred Stock, other than 
stock repurchased from former employees or consultants 
in connection with the cessation of their 
employment/services, at the lower of fair market value or 
cost, 
(iv) make any loan or advance to any person, including any 
employee or Director, except advances and similar 
expenditures in the ordinary course of business or under 
the terms of an employee stock or option plan approved by

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DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
(v) 
(v1) 
(v11) 
(vil) 
(1x) 
(x) 
(x1) 
(x11) 
(x11) 
(xiv) 
the Board of Directors, 
create or hold capital stock in any subsidiary that 1s not a 
wholly-owned subsidiary or dispose of any subsidiary 
stock or all or substantially all of any subsidiary assets, 
guarantee any indebtedness except for trade accounts of 
the Company or any subsidiary arising in the ordinary 
course of business, 
create or authorize the creation of or issue any other 
security convertible into or exercisable for any equity 
security (including other preferred securities) unless the 
same ranks junior or pari passu to this Series Seed 
Preferred Stock with respect to its nights, preferences and 
privileges (including participation rights and liquidation 
preferences), or increase the authorized number of shares 
of Series Seed Preferred Stock, 
adopt, amend, termmate or repeal any equity (or 
equity-linked) compensation plan or amend or waive any 
of the terms of any option or other grant pursuant to any 
such plan, 
increase or decrease the authorized number of directors 
constituting the Board of Directors or change the number 
of votes entitled to be cast by any director or directors on 
any matter, 
incur any aggregate indebtedness 1n excess of $200,000 
that is not already included in a Board-approved budget, 
other than trade credit incurred in the ordinary course of 
business, 
enter into or be a party to any transaction with any 
director, officer or employee of the Company or any 
"associate" (as defined in Rule 12b-2 promulgated under 
the Exchange Act) of any such person, 
hire, fire, or change the compensation of the executive 
officers, including approving any option grants, 
change the principal business of the Company, enter new 
lines of business, or exit the current line of business, or 
sell, assign, license, pledge or encumber material 
technology or intellectual property, other than licenses 
granted in the ordinary course of business 
Optional Conversion The Series Seed Preferred Stock initially converts 1 1 to Common 
Stock at any time at option of holder, subject to adjustments for stock 
dividends, splits, combinations and similar events and as described

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DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
Anti-dilution Provisions 
Redemption Rights 
below under “Anti-dilution Provisions ” 
In the event that the Company issues additional securities at a 
purchase price less than the current Series Seed Preferred Stock 
conversion price, such conversion price shall be adjusted in 
accordance with the following formula 
“Typical” weighted average 
CP2 = CP) * (A+B) /(A+C) 
CP2 = Series Seed Conversion Price in effect immediately 
after new issue 
CP; = Series Seed Conversion Price in effect immediately 
prior to new issue 
A = Number of shares of Common Stock deemed to be 
outstanding immediately prior to new issue (includes 
all shares of outstanding common stock, all shares of 
outstanding preferred stock on an as-converted basis, 
and all outstanding options on an as-exercised basis, 
and does not include any convertible securities 
converting into this round of financing) 
B = Aggregate consideration recerved by the Corporation 
with respect to the new issue divided by CP} 
C = Number of shares of stock issued in the subject 
transaction 
Unless prohibited by applicable law governing distributions to 
stockholders, the Series Seed Preferred Stock shall be redeemable at 
the election of the holders of at least two-thirds of the Series Seed 
Preferred Stock commencing any time after the five (5) year 
anniversary of the closing at a price equal to the Original Purchase 
Price plus all accrued/declared but unpaid dividends, plus a rate of 
return equal to six percent (6 0%) per year on the Original Purchase 
Price, and minus any amount of dividends previously paid to holder 
of the Series Seed Redemption shall occur in three equal annual 
portions Upon a redemption request from the holders of the required 
percentage of the Series Seed Preferred Stock, all Series Seed 
Preferred Stock shall be redeemed (except for any Series Seed 
Preferred Stock holders who affirmatively opt-out) 
In the event that there are not legally available funds to effect such 
redemption to the maximum extent provided, certain restrictive 
covenants (to be specified in the Series Seed Preferred Stock 
Purchase Agreement) will apply to encourage the build-up of 
sufficient capital reserves to effect such redemption as soon as 
possible

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DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
If the Company has insufficient funds to legally effect any 
redemption or defaults in any payment of the redemption price, the 
holders of a majority of the Series Seed Preferred Stock shall be 
entitled to elect a majority of the Company’s Board of Directors 
Upon consummation one or more additional rounds of equity 
financing after the closing (some form of preferred stock) with 
cumulative proceeds of (a) no less than $10,000,000 or (b) a mutually 
agreeable amount, these redemption rights shall expire 
STOCK PURCHASE AGREEMENT 
Representations and Standard representations and warranties by the Company 
Warranties Representations and warranties by Scott LaValley regarding 
technology ownership 
Conditions to Initial Closing Standard conditions to closing, which shall mclude, among other 
things, satisfactory completion of financial and legal due diligence 
including receipt of the capital structure of the Company before and 
after the Closing 1s set forth a capitalization table acceptable to the 
Lead Investor, qualification of the shares under applicable Blue Sky 
laws, the filing of a Certificate of Incorporation establishing the rights 
and preferences of the Series A Preferred, no material adverse 
changes to the Company, any of which the Company 1s required to 
disclose within 12 hours of knowledge, execution of a 36-month 
Founder Vesting Agreement by all Founders, and an available option 
pool of at least 20% (post conversion of existing obligations) of the 
Company stock then issued and outstanding In addition to the 
standard conditions, an executed acceptance by qualified individuals 
to immediately assume the role of Chief Software Officer and Vice 
President of Business Development, both to be approved by 
Compnay and Lead Investor 
Conditions to Second Closmg The hiring of at least two additional senior team members [details to 
be mutually agreed to prior to close], satisfactory definition of initial 
development stages of the entertamment protoptype, and 
establishment of adequate strategic and operational partnerships 
necessary to complete the development of the entertainment 
prototype, which adequacy will be determined by Investor 1n its sole 
discretion 
Counsel and Expenses Company counsel to draft Closing documents Company to pay all 
legal and administrative costs of the financing at Closing, including 
reasonable fees (not to exceed $5,000) unless the transaction 1s not 
completed because the Investors withdraw their commitment without 
cause

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DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
Registration Rights 
INVESTORS’ RIGHTS AGREEMENT 
Registrable securities The common stock issued or issuable upon 
conversion of the Series Seed Preferred Stock will be “Registrable 
Securities” 
Demand registration Subject to customary exceptions, holders of at 
least 50% of the Registrable Securities will be entitled to demand that 
the Company effect up to two registrations at any time following the 
earlier of (1) five years following the closing of the financing and (11) 
180 days following the Company’s initial public offering The 
Company will have the right to delay such registration under certain 
circumstances for one period of up to 90 days in any twelve-month 
period 
“Piggyback” registration The holders of Registrable Securities will 
be entitled to “piggyback” registration rights on any registered 
offering by the Company on its own behalf or on behalf of selling 
stockholders, subject to customary exceptions In an underwritten 
offering, the managing underwriters will have the right, in the event 
of marketing limitations, to limit the number of Registrable Securities 
included 1n the offering, provided that, in an offering other than the 
initial public offering, the Registrable Securities may not be limited to 
less than 30% of the total offering In the event of such marketing 
limitations, each holder of Registrable Securities will have the right to 
include shares on a pro rata basis as among all such holders and to 
include shares 1n preference to any other holders of common stock 
S-3 rights Subject to customary exceptions, holders of Registrable 
Securities will be entitled to an unlimited number of demand 
registrations on Form S-3 (if available to the Company) so long as 
those registered offerings are each for common stock having an 
ageregate offering price of not less than $1,000,000 The Company 
will not be required to file more than two such Form S-3 registration 
statements in any twelve-month period The Company may defer an S$ 
3 filing for up to 90 days once during any twelve-month period 
Expenses Subject to customary exceptions, the Company will bear 
the registration expenses (exclusive of underwriting discounts and 
commissions) of all demand, piggyback and S-3 registrations, 
provided that the Company will not be required to pay the fees of 
more than one counsel to all holders of Registrable Securities 
Termination The registration rights of a holder of Registrable 
Securities will terminate on the earlier of (1) such date, on or after the 
Company’s initial public offering, on which such holder may 
immediately sell all shares of 1ts Registrable Securities under Rule 
144 during any 90-day period and (11) three years after the initial

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DocuSign Envelope ID _F34D82B7-11CB-4E6A-8F51-D07802194E1C 
Information Rights 
Right to Participate Pro Ratan 
Future Rounds 
Non-Disclosure and 
Developments Agreement 
Board Matters 
public offering 
Purchasers who have invested at least $50,000 will recerve standard 
information and imspection rights, including annual and quarterly 
financial statements and other information as determined by the 
Board of Directors 
Any Major Investor (who 1s not a competitor) will be granted access 
to Company facilities and personnel during normal business hours 
and with reasonable advance notification The Company will deliver 
to such Major Investor (1) annual, quarterly, financial statements, and 
other information as determined by the Board, (11) thirty days prior to 
the end of each fiscal year, a comprehensive operating budget 
forecasting the Company’s revenues, expenses, and cash position on 
a month-to-month basis for the upcoming fiscal year, and (111) 
promptly following the end of each quarter an up-to-date 
capitalization table A “Major Investor” means any Investor who 
purchases at least $50,000 of Series Seed Preferred Stock 
All Major Investors shall have a pro rata right, based on their 
percentage equity ownership in the Company (assuming the 
conversion of all outstanding Series Seed Preferred Stock into 
Common Stock and the exercise of all options outstanding under the 
Company’s stock plans), to participate in subsequent issuances of 
equity securities of the Company (excluding those issuances listed at 
the end of the “Anti-dilution Provisions” section of this Term Sheet 
In addition, should any Major Investor choose not to purchase its full 
pro rata share, the remaining Major Investors shall have the right to 
purchase the remaining pro rata shares 
Each current and former Founder, employee and consultant will enter 
into a non-disclosure and proprietary rights assignment agreement in 
a form reasonably acceptable to the Investors 
Each Board Committee shall include the Series Seed Director 
The Board of Directors shall meet at least monthly, unless otherwise 
agreed by a vote of the majority of Directors 
The Company will bind D&O msurance with a carrier and in an 
amount satisfactory to the Board of Directors Company to enter into 
Indemnification Agreement with the Series Seed Director in form 
acceptable to such director In the event the Company merges with 
another entity and 1s not the surviving corporation, or transfers all of 
its assets, proper provisions shall be made so that successors of the 
Company assume the Company’s obligations with respect to 
indemnification of Directors

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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 50 of 109 
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
Key Person Insurance 
Right of First Refusal/ 
Right of Co-Sale 
(Take-Me-Along) 
Board of Directors 
Drag Along 
Company to acquire life insurance on Scott LaValley for $5,000,000 
Proceeds payable to the Investors 
RIGHT OF FIRST REFUSAL/CO-SALE AGREEMENT 
Company first and Investors second (to the extent assigned by the 
Board of Directors,) will have a right of first refusal with respect to 
any shares of capital stock of the Company proposed to be 
transferred by Company founders, which presently include Scott 
LaValley and Samantha Conway (“Founders”) which and future 
employees holding greater than 1% of Company Common Stock 
(assuming conversion of Series Seed Preferred Stock and whether 
then held or subject to the exercise of options), with a right of 
oversubscription for Investors of shares unsubscribed by the other 
Investors Before any such person may sell Common Stock, he will 
give the Investors an opportunity to participate in such sale on a basis 
proportionate to the amount of securities held by the seller and those 
held by the participating Investors 
VOTING AGREEMENT 
On the First Closing Date, the Board shall consist of three members 
comprised of 
(1) One Series Seed Director elected by holders of a majority of 
Series Seed Preffered Stock voting as a separate class (“Series Seed 
Director’), 
(11) One independent Director who 1s not employed by the 
Company and who 1s mutually acceptable to the Company and the 
Investors , and 
(111) One Director elected by the majority of the Common Stock of the 
Company, initially Scott LaValley 
Holders of Series Seed Preferred Stock and the Founders and all 
future holders of greater than 1% of Common Stock (assuming 
conversion of Series Seed Preferred Stock and whether then held or 
subject to the exercise of options) shall be required to enter into an 
agreement with the Investors that provides that such stockholders will 
vote their shares in favor of a Deemed Liquidation Event or 
transaction in which 50% or more of the voting power of the 
Company 1s transferred and which is approved by the Board of 
Directors, so long as the lability of each stockholder in such 
transaction 1s several (and not joint) and does not exceed the

[Page 51]
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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 51 of 109 
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C 
stockholder's pro rata portion of any claim and the consideration to be 
paid to the stockholders in such transaction will be allocated as 1f the 
consideration were the proceeds to be distributed to the Company's 
stockholders 1n a liquidation under the Company's then-current 
Certificate of Incorporation 
OTHER MATTERS 
Most Favored Nations The Company will grant to the Investors most favored nation 
status with regard to future transactions until the consummation of 
a Series A Financing 
No Shop/Confidentiality The Company agrees to work in good faith expeditiously towards a 
closing The Company and the Founders agree that they will not, for 
a period of 10 weeks from the date these terms are accepted, take any 
action to solicit, mttiate, encourage or assist the submission of any 
proposal, negotiation or offer from any person or entity other than the 
Investors relating to the sale or issuance, of any of the capital stock of 
the Company [or the acquisition, sale, lease, license or other 
disposition of the Company or any material part of the stock or assets 
of the Company] and shall notify the Investors promptly of any 
inquiries by any third parties in regards to the foregoing The 
Company will not disclose the terms of this Term Sheet to any person 
other than officers, members of the Board of Directors and the 
Company’s accountants and attorneys and other potential Investors 
acceptable to RSF, as Lead Investor, without the written consent of 
the Investors 
Expiration This Term Sheet expires on April 29, 2024 if not accepted by the 
Company by that date 
[Signatures on next page] 
-10-

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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 52 of 109 
DocuSign Envelope ID: F34D82B7-11CB-4E6A-8F51-D07802194E1C 
COMPANY: 
LEAD INVESTOR: 
CARTWHEEL ROBOTICS, INC. 
DocuSigned by: 
By: | Seat LaValle §4DED711695C427 ... 
Name: Scott LaValley 
Title: | Chief Executive Officer 
FUND I, A SERIES OF RENO SEED ADVISORS, LP 
DocuSigned by: 
By: ein COAC3D9767F D437... ° 
Name: Gene Wong 
Title: Manager

[Page 53]
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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 53 of 109 
Exhibit C — Revised RSF Convertible Note Term Sheet 
Page 41 of 45

[Page 54]
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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 54 of 109 
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4 
TERM SHEET 
FOR CONVERTIBLE NOTE FINANCING OF 
CARTWHEEL, INC 
This Term Sheet summarizes the principal terms of the Convertible Note Financing of 
Cartwheel Robotics, Inc , a Delaware corporation No legally binding obligations will be created 
until definitive agreements are executed and delivered by all parties This Term Sheet is not a 
commitment to invest, and 1s conditioned on the completion of due diligence, legal review, and 
documentation that 1s satisfactory to the Investors and Company This Term Sheet shall be 
governed in all respects by the laws of Delaware 
OFFERING TERMS 
Issuer 
Securities Offerred 
Closing Date 
Conditions to Closing 
Investors 
Cartwheel Robotics, Inc , a Delaware corporation (the “Company”) 
Convertible promissory notes (the “Notes”) having the terms 
described below 
As soon as practicable following the Company’s acceptance of this 
Term Sheet and satisfaction of the Conditions to Initial Closing, but 
in no case later than July 31%, 2024 (the “First Closing Date’) 
As soon as practicable following the First Closing Date, but in no case 
later than August 31‘, 2024 (the “Second Closing Date”) 
1 Successful completion of legal documentation mutually 
acceptable to the Investors and the Company — 1n form and substance 
substantially similar to the terms agreed to herein 
2 Results of continued due diligence acceptable to the Investors 
3 Company to obtain a quote acceptable to Company and Lead 
Investor for key man life msurance on Scott LaValley for $2,000,000 
Proceeds payable to the Investors 
Investors shall be identified by the Company (the “Investors,” each 
an “Investor”) and will include 
No 1 Fund I, a Series of Reno Seed Advisors, LP, 
Investor No 2 Limited Partners of Lead Investor, which may invest 
in whole or 1n part as a single purpose vehicle, 
Investor No 3 The Nevada SSBCI program (“NBBGET’), 
Investor No 4 SamsungNext, and

[Page 55]
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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 55 of 109 
DocuSign Envelope ID E72A3EB4-F089 49F0-95F3-74A8F83761A4 
Amount Raised 
Use of Proceeds and 
Milestones 
Minimum Investment 
other accredited investors that Lead Investor and the Company 
mutually consent to (which consent shall not be unreasonably 
withheld, conditioned, or delayed) 
Lead Investor will be Investor No 1 ( 
“Lead Investor”) 
The total number of Investors shall not exceed 30 unless authorized 
by the Company 
All Investors must be “accredited investors” as that term 1s defined 
under Rule 501 of Regulation D promulgated under the Securities Act 
of 1933, as amended 
$1,250,000 which amount can be increased based on mutual 
agreement of the Company and Lead Investor The financing 
amount shall be due and payable as follows 
e The Lead Investor will invest $500,000, 
e NBBGEI will have the right to match the Lead Investor 
investment on a 11 basis and is expected to make an 
investment of $500,000, and 
the balance will be from other Investoers as mutually agreed to 
between Company and the Lead Investor 
Minimum amount for the First Closing Date will be $500,000 
Funds will be utilized for completion of key milestones leading 
towards an MVP, those milestones comprising 
1 Fully professionally designed robot prototype actuator set, 
2 Completion of a lower body assembly prototype, 
3 Closing of two (2) key software hires, 
4 Reno relocation, 
5 Pre-order or possession of complete set of robot prototype 
components, subject to adequate funding or revenues 
necessary to obtain favorable terms for such orders, 
6 and growing Company revenues from Company’s 
existing products and services 
$25,000 per Investor, subject to the Company’s right to receive lesser

[Page 56]
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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 56 of 109 
DocuSign Envelope ID E72A3EB4-F089 49F0 95F3-74A8F83761A4 
CHARTER AND BYLAWS 
Board of Directors 
Protective Provisions 
amounts upon subject to consent of Lead Investor 
On the First Closing Date, the Board shall consist of three members 
comprised of 
(1) | One Investor Director selected by the Lead Investor (“Investor 
Director”), 
(11) One independent Director who 1s not employed by the 
Company and who 1s mutually acceptable to the Company and the 
Investors (“Independent Director’), and 
(in) One Director elected by the majority of the Common Stock of the 
Company, initially Scott LaValley (“Common Director”) 
So long as any of the Notes remain outstanding, m addition to any 
other vote or approval required under the Company’s Charter or 
Bylaws, the Company will not, without either the written consent of 
the majority of the Note holders with Notes outstanding or the 
consent of the majority of the Board of Directors that includes the 
Independent Director, either directly or by amendment, merger, 
consolidation, or otherwise 
(a) liquidate, dissolve or wind-up the affairs of the Company, 
or effect any merger or consolidation or any other Deemed 
Liquidation Event For purposes of this provision, a 
“Deemed Liquidation Event” shall mean a merger or 
consolidation (other than one in which stockholders of the 
Company own a majority by voting power of the 
outstanding shares of the surviving or acquiring 
corporation) or a sale, lease, transfer, exclusive license or 
other disposition of all or substantially all of the assets of 
the Company, 
(1) amend, alter or repeal any provision of the Certificate of 
Incorporation or Bylaws in a manner adverse to the 
Investors, 
(1) purchase or redeem or pay any dividend on any capital 
stock, other than stock repurchased from former 
employees or consultants in connection with the cessation 
of their employment/services, at the lower of fair market 
value or cost, 
(iv) make any loan or advance to any person, including any 
employee or Director, except advances and similar 
expenditures in the ordinary course of business or under

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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 57 of 109 
DocuSign Envelope ID E72A3EB4-F089 49F0 95F3-74A8F83761A4 
PROMISSORY NOTE 
(v) 
(v1) 
(v1) 
(vin) 
(1x) 
(x) 
(xi) 
(xu) 
(xin) 
(x1v) 
the terms of an employee stock or option plan approved by 
the Board of Directors, 
create or hold capital stock in any subsidiary that 1s not a 
wholly-owned subsidiary or dispose of any subsidiary 
stock or all or substantially all of any subsidiary assets, 
guarantee any indebtedness except for trade accounts of 
the Company or any subsidiary arising in the ordinary 
course of business, 
create or authorize the creation of or issue any other 
security convertible into or exercisable for any equity 
security, 
adopt, amend, termimate or repeal any equity (or 
equity-linked) compensation plan or amend or waive any 
of the terms of any option or other grant pursuant to any 
such plan, 
increase or decrease the authorized number of directors 
constituting the Board of Directors or change the number 
of votes entitled to be cast by any director or directors on 
any matter, 
incur any aggregate indebtedness 1n excess of $100,000 
that 1s not already included in a Board-approved budget, 
other than trade credit incurred in the ordinary course of 
business, 
enter into or be a party to any transaction with any 
director, officer or employee of the Company or any 
"associate" (as defined in Rule 12b-2 promulgated under 
the Exchange Act) of any such person, 
hire, fire, or change the compensation of the executive 
officers, including approving any option grants, 
change the principal business of the Company, enter new 
lines of business, or exit the current line of business, or 
sell, assign, license, pledge or encumber material 
technology or intellectual property, other than licenses 
granted in the ordinary course of business 
Representations and Standard representations and warranties by the Company, including 
Warranties representations and warranties regarding technology ownership and 
that Cartwheel will establish, headquarter, and physically relocate to 
any address located i Reno, Nevada within the 90-day period 
immediately following the First Closing Date, unless that deadline 1s

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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 58 of 109 
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4 
Maturity 
Interest 
Future Notes 
Pro Rata Rights 
Conversion at Qualified 
Financing 
otherwise extended by mutal agreement 
Unless earlier repaid or converted, outstanding principal and unpaid 
accrued interest on the Notes shall be due and payable upon request of 
the Majority Holders made on or after the date which 1s 24 months 
from the initial closing (the “Maturity Date’) 
The Notes shall accrue simple interest at a rate equal to eight percent 
(8 0%) per annum, computed on the basis of the actual number of 
days elapsed and a year of 365 days 
If, while the Notes are outstanding, the Company issues other 
indebtedness of the Company convertible into equity securities of the 
Company with material terms that are more favorable to the Investor 
(the “Other Debt”), than the terms of the Notes, then the Company 
will provide each Investor with written notice thereof, together with a 
copy of all documentation relating to the Other Debt and, upon 
request of such Investor, any additional information related to the 
Other Debt as may be reasonably requested by such Investor The 
Company will provide such notice to the Investors promptly (and in 
any event within 30 days) following the issuance of the Other Debt In 
the event an Investor determines that the terms of the Other Debt are 
preferable to the terms of the Notes, such Investor will notify the 
Company in writing within 5 days following such Investor’s receipt 
of such notice from the Company Promptly after receipt of such 
written notice from such Investor, but in any event within 30 days, the 
Company will amend and restate such Investor’s Note to be 
substantially identical to the promissory note evidencing the Other 
Debt, excluding the principal and accrued interest 
For so long as any amounts remain outstanding under the Notes, the 
Investors shall have the right to purchase up to each such holder’s pro 
rata share (with each holder’s pro rata percentage being based upon 
the conversion of their Note at a pre-money valuation of the Company 
equal to $6,250,000) of any equity or debt securities offered by the 
Company on the same price and terms and conditions as the Company 
offers such securities to other potential investors 
In the event the Company consummates, while the Notes are 
outstanding, an equity financing pursuant to which it sells shares of 
its preferred stock (“Next Round Stock”), with an aggregate sales 
price of not less than $5,000,000, excluding any and all indebtedness 
under the Notes that 1s converted into Next Round Stock, and with the 
principal purpose of raising capital (a “Qualified Financing”), then all 
principal, together with all unpaid accrued interest under the Notes, 
shall automatically convert into shares of Next Round Stock at the 
lesser of (1) 80% of the cash price per share paid by the other

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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 59 of 109 
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4 
Optional Conversion at 
non-Qualified Financing 
Conversion at Maturity 
purchasers of Next Round Stock in the Qualified Financing and (11) 
the price obtained by dividing $6,250,000 by the number of 
outstanding shares of common stock of the Company immediately 
prior to the Qualified Financing (assuming conversion of all 
securities convertible into common stock and exercise of all 
outstanding options and warrants, including all shares of common 
stock reserved and available for future grant under any equity 
incentive or similar plan of the Company, and/or any equity incentive 
or similar plan to be created or increased in connection with the 
Qualified Financing, but excluding the shares of equity securities of 
the Company issuable upon the conversion of the Notes or other 
indebtedness) If the conversion price of the Notes is less than the 
cash price per share at which Next Round Stock 1s issued in the 
Qualified Financing, the Company may, solely at its option, elect to 
convert the Notes into shares of a newly created series of capital stock 
having the identical rights, privileges, preferences and restrictions as 
Next Round Stock issued 1n the Qualified Financing, and otherwise 
on the same terms and conditions, other than with respect to (if 
applicable) (1) the per share liquidation preference and the initial 
conversion price for purposes of price-based anti-dilution protection, 
which will be set 1n proportion to the conversion price, and (11) the per 
share dividend, which will be the same percentage of the conversion 
price as applied to determine the per share dividends of new investors 
in the Qualified Financing relative to the purchase price paid by such 
investors 
In the event the Company consummates, while the Notes remain 
outstanding, an equity financing pursuant to which it sells equity 
securities in a transaction that does not constitute a Qualified 
Financing, then the Majority Holders shall have the option to treat 
such equity financing as a Qualified Financing on the same terms set 
forth herein 
In the event that the Notes remain outstanding on the Maturity Date, 
then the outstanding principal balance of the Investor’s Note and any 
unpaid accrued interest shall automatically without any further action 
by such Investor convert into shares of a newly created series of the 
Company’s capital stock on the terms and conditions set forth on 
Exhibit A at a conversion price equal to the quotient resulting from 
dividing $6,250,000 by the number of outstanding shares of common 
stock of the Company as of the Maturity Date (assuming conversion 
of all securities convertible into common stock and exercise of all 
outstanding options and warrants, including all shares of common 
stock reserved and available for future grant under any equity 
incentive or similar plan of the Company, but excluding the shares of 
equity securities of the Company issuable upon the conversion of the

[Page 60]
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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 60 of 109 
DocuSign Envelope ID E72A3EB4-F089 49FO 95F3-74A8F83761A4 
Change of Control 
Prepayment 
Security 
Counsel and Expenses 
GOVERNANCE 
Information Rights 
Non-Disclosure and 
Developments Agreement 
Board Matters 
Notes or other indebtedness) 
If the Company 1s acquired prior to the Qualified Financing, then at 
each Investor’s option, ether (1) such Investor shall recerve a cash 
repayment equal to the outstanding principal and unpaid accrued 
interest, plus an additional payment equal to 200% of the principal 
amount of such Investor’s Note, or (11) such Investor’s Note shall be 
converted into shares of common stock at a conversion price equal to 
the quotient resulting from dividing $6,250,000 by the number of 
outstanding shares of common stock of the Company immediately 
prior to the acquisition (assuming conversion of all securities 
convertible into common stock and exercise of all outstanding 
options and warrants, but excluding the shares of equity securities of 
the Company issuable upon the conversion of the Notes or other 
indebtedness) 
The principal and accrued interest may not be prepaid unless 
approved in writing by the Majority Holders 
The Notes shall be unsecured obligations of the Company 
Company counsel to draft Closing documents Company to pay all 
legal and administrative costs of the financing at Closing, mcluding 
reasonable fees (not to exceed $2,500) 
Any Major Investor (who 1s not a competitor) will be granted access 
to Company facilities and personnel during normal business hours 
and with reasonable advance notification The Company will deliver 
to such Major Investor (1) annual, quarterly, financial statements, and 
other information as determined by the Board, (11) thirty days prior to 
the end of each fiscal year, a comprehensive operating budget 
forecasting the Company’s revenues, expenses, and cash position on 
a month-to-month basis for the upcoming fiscal year, and (11) 
promptly followmg the end of each quarter an up-to-date 
capitalization table A “Major Investor” means any Investor who 
has invested at least $50,000 in the aggregate 
Each current and former Founder, employee and consultant will enter 
into a non-disclosure and proprietary rights assignment agreement in 
a form reasonably acceptable to the Investors 
Each Board Committee shal! include the Investor Director 
The Board of Directors shall meet at least monthly, unless otherwise 
agreed by a vote of the majority of Directors

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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 61 of 109 
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4 
OTHER MATTERS 
Confidentiality 
Expiration 
[Signatures on next page] 
The Company will bind D&O insurance with a carrier and in an 
amount satisfactory to the Board of Directors Company to enter into 
Indemnification Agreement with the Investor Director in form 
acceptable to such director In the event the Company merges with 
another entity and 1s not the surviving corporation, or transfers all of 
its assets, proper provisions shall be made so that successors of the 
Company assume the Company’s obligations with respect to 
indemnification of Directors 
The Company and the Investors agree to work in good faith 
expeditiously towards the Closing The Company and the 
founders agree that they will not, from the date these terms are 
accepted until August 31, 2024, take any action to solicit, initiate, 
encourage or assist the submission of any proposal, negotiation or 
offer from any person or entity other than the Investors relating to 
the sale or issuance, of any of the capital stock of the Company and 
shall notrfy the Investors promptly of any inquiries by any third 
parties in regards to the foregoing The Company will not disclose 
the terms of this Term Sheet to any person other than employees, 
stockholders, members of the Board of Directors and the 
Company’s accountants and attorneys and other potential 
Investors acceptable to the Lead Investor 
This Term Sheet expires on close of business, June 26, 2024 if not 
accepted by the Company by that date

[Page 62]
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Case 26-50278-hlb Doc 90 
DocuSign Envelope ID: E72A3EB4-F089-49F0-95F3-74A8F83761A4 
COMPANY: 
LEAD INVESTOR: 
Entered 06/22/26 12:15:20 Page 62 of 109 
CARTWHEEL ROBOTICS, INC. 
DocuSigned by: 
By: | Salt LaValle 54DED711695C427... y 
Name: Scott LaValley 
Title: | Chief Executive Officer 
FUND I, A SERIES OF RENO SEED ADVISORS, LP 
DocuSigned by: 
By: | faye Won, \ codesp976760437 4 Y 
Name: Eugene Wong 
Title: Manager

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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 63 of 109 
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4 
Securities 
Liquidation preference 
Conversion 
Automatic conversion 
General voting rights 
Protective provisions 
Market Stand Off 
INVESTOR RIGHTS 
Right to maintain 
proportionate ownership 
EXHIBIT A 
TERMS OF SERIES PREFERRED 
A newly created series of preferred stock (“Series Preferred’) 
In the event of a liquidation, dissolution or winding up of the Company, 
Series Preferred will have the right to receive two times the original 
purchase price prior to any distribution to common stock The remaiming 
assets will be distributed pro rata to the holders of common stock A sale 
of all or substantially all of the Company’s assets or a merger or 
consolidation of the Company with any other company will be treated as 
a liquidation of the Company 
Series Preferred may be converted at any time, at the option of the holder, 
into shares of common stock The conversion rate will initially be 1 1, 
subject to customary adjustments 
Each share of Series Preferred will automatically convert into common 
stock, at the then applicable conversion rate, upon (1) the closing of a 
firm commitment underwritten public offermg of common stock, or 
(11) the consent of the holders of a majority of the then outstanding shares 
of Series Preferred 
Each share of Series Preferred will have the right to a number of votes 
equal to the number of shares of common stock issuable upon conversion 
of each such share of Series Preferred Series Preferred will vote with 
common stock on all matters except as specifically provided herein or as 
otherwise required by law 
So long as any Series Preferred 1s outstanding, consent of the holders of a 
majority of Series Preferred or the consent of the majority of the Board of 
Directors that includes the Independent Director will be required for a set 
of protective provisions substantially similar to those put 1n place for the 
Note holders 
Holders of Series Preferred will agree not to effect any transactions with 
respect to any of the Company’s securities within 180 days following the 
Company’s initial public offering, provided that all officers, directors 
and 1% stockholders of the Company are similarly bound 
Each holder of Series Preferred (or one or more of its affiliates) will have 
a right to purchase its pro rata share of any offering of new securities by 
the Company, subject to customary exceptions The pro rata share will

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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 64 of 109 
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4 
Information rights 
MFN 
be based on the ratio of (x) the number of shares of common stock held 
by such holder (on an as-converted basis) to (y) the Company’s 
fully-diluted capitalization (on an as-converted and as-exercised basis) 
This right will terminate on the earlier of (1) immediately prior to the 
Company’s initial public offering or (11) seven years after the financing 
As soon as practicable, the Company will deliver to each holder of Series 
Preferred, (1) unaudited annual financial statements and (11) unaudited 
quarterly financial statements The information nights will terminate 
upon an initial public offering 
The Company will grant to the Investors most favored nation status with 
regard to future transactions until the consummation of a Series A 
Fimancing

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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 65 of 109 
Exhibit D — Executed Convertible Note 
Page 42 of 45

[Page 66]
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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 66 of 109 
Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT7”), OR 
UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES THESE 
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND 
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND 
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR 
EXEMPTION THEREFROM THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION 
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT 
THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY 
APPLICABLE STATE SECURITIES LA WS 
CONVERTIBLE PROMISSORY NOTE 
Note Series 2024A 
Note Number CNOOI 
Date of Note July 31, 2024 
Principal Amount of Note $150,000 
For value received Cartwheel Robotics, Inc , a Delaware corporation (the “Company”), promises 
to pay to the undersigned holder or such party’s assigns (the “Holder’) the principal amount set forth above 
with simple interest on the outstanding principal amount at the rate of 8% per annum Interest shall 
commence with the date hereof and shall continue on the outstanding principal amount until paid in full or 
converted Interest shall be computed on the basis of a year of 365 days for the actual number of days 
elapsed All unpaid interest and principal shall be due and payable upon request of the Majority Holders on 
or after July 31%, 2026 (the “Maturity Date’) 
1 Basic Terms 
(a) Series of Notes This convertible promissory note (the “Note”) 1s issued as part 
of a series of notes designated by the Note Series above (collectively, the “Notes”) and issued 1n a series of 
multiple closings to certain persons and entities (collectively, the “Holders”) The Company shall maintain 
a ledger of all Holders 
(b) Payments A]] payments of interest and principal shall be in lawful money of the 
United States of America and shall be made pro rata among all Holders All payments shall be applied first 
to accrued interest, and thereafter to principal 
(c) Prepayment The Company may not prepay this Note without the consent of the 
Holders of a majority of the outstanding principal amount of the Notes (the “Majority Holders”) 
(d) Most Favored Nations If, while this Note 1s outstanding, the Company issues 
other indebtedness of the Company convertible into equity securities of the Company, or amends any 
existing indebtedness convertible into equity securities of the Company, and such newly issued or amended 
indebtedness would have material terms that are more favorable, from the perspective of the Holder (the 
“Other Debt’), than the terms of this Note, then the Company will provide the Holder with written notice 
thereof, together with a copy of all documentation relating to the Other Debt and, upon request of the

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Docusign Envelope ID _F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
Holder, any additional information related to the Other Debt as may be reasonably requested by the Holder 
The Company will provide such notice to the Holder promptly (and in any event within 30 days) following 
the issuance of the Other Debt In the event the Holder determines that the terms of the Other Debt are 
preferable to the terms of this Note, the Holder will notify the Company in writing within five days 
following the Holder’s receipt of such notice from the Company Promptly after receipt of such written 
notice from the Holder, but in any event within 30 days, the Company will amend and restate this Note to 
be substantially identical to the promissory note evidencing the Other Debt, excluding the principal and 
unpaid accrued interest 
(e) Future Financings For so long as any amounts remain outstanding under the 
Notes, the Holders shall have the mght to purchase up to each such Holder’s pro rata share of any equity or 
debt securities offered by the Company Each Holder's pro rata share shall be determined based on the 
conversion of their Note at a pre-money valuation of the Company equal to $6,250,000 The Holders shall 
be entitled to purchase such securities on the same price and terms and conditions as the Company offers 
such securities to other potential investors The Company shall provide each Holders with written notice of 
any such offering, including the terms and conditions thereof, at least fifteen (15) days prior to the proposed 
closing date of such offering, and each Investor shall have seven (7) days from the date of such notice to 
notify the Company of their intention to exercise their nghts hereunder 
(f) Information Rights For so long as any of the Notes remain outstanding, the 
Company shall provide the following information rights to each Major Investor, subject to the conditions 
specified below 
(a) Access to facilities and personnel Each Mayor Investor (who 1s not a 
competitor of the Company) shall be granted access to the Company’s facilities and personnel during 
normal business hours provided that such access 1s requested with reasonable advance notification 
(1) Financial Statements and Reports The Company shall deliver to each 
Major Investor the following 
(1) Annual and Quarterly Financial Statements The Company’s 
annual and quarterly financial statements, as well as any other financial mformation that the Board 
determines necessary 
(2) Operating Budget At least thirty (30) days prior to the end of each 
fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash 
position on a month-to-month basis for the upcoming fiscal year 
(3) Capitalization Table Promptly following the end of each quarter, 
an up-to-date capitalization table 
Major Investor Definition For purposes of this provision, a "Mayor Investor" means any Investor who has 
invested at least fifty thousand dollars ($50,000) in the aggregate in the Company The rights granted to 
Major Investors under this provision are subject to the execution of a confidentiality, non-circumvent, non- 
solicit agreement in a form acceptable to the Company and the Major Investor, ensuring that all accessed 
information 1s used solely for monitoring and evaluating their investment in the Company and 1s not 
disclosed to any third party or used for any other purpose

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Case 26-50278-hlb Doc90_ Entered 06/22/26 12:15:20 Page 68 of 109 
Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
2 Conversion and Repayment 
(a) Conversion upon a Qualified Financing In the event that the Company issues 
and sells shares of its preferred stock to investors (the “Investors”) while this Note remains outstanding 1n 
an equity financing with total proceeds to the Company of not less than $5,000,000 (excluding the 
conversion of the Notes or other convertible securities issued for capital raising purposes (e g, Simple 
Agreements for Future Equity)) (a “Qualified Financing’’), then the outstanding principal amount of this 
Note and any unpaid accrued interest shall automatically convert in whole without any further action by the 
Holder into preferred stock sold in the Qualified Financing at a conversion price per share equal to the 
lesser of (1) the cash price paid per share for preferred stock by the Investors in the Qualified Financing 
multiplied by 0 80, and (11) the quotient resulting from dividing $6,250,000 by the number of outstanding 
shares of common stock of the Company immediately prior to the Qualified Financing (assuming 
conversion of all securities convertible into common stock and exercise of all outstanding options and 
warrants, including all shares of common stock reserved and available for future grant under any equity 
mecentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or 
increased 1n connection with the Qualified Financing, but excluding the shares of equity securities of the 
Company issuable upon the conversion of the Notes or other convertible securities issued for capital raising 
purposes (e g, Simple Agreements for Future Equity)) The issuance of preferred stock pursuant to the 
conversion of this Note shall be upon and subject to the same terms and conditions applicable to preferred 
stock sold in the Qualified Financing Notwithstanding this paragraph, if the conversion price per share of 
the Notes as determined pursuant to this paragraph (the “Conversion Price”) 1s less than the cash price per 
share at which the preferred stock 1s issued in the Qualified Financing, the Company may, solely at its 
option, elect to convert this Note into shares of a newly created series of preferred stock having the identical 
rights, privileges, preferences and restrictions as preferred stock issued in the Qualified Financing, and 
otherwise on the same terms and conditions, other than with respect to (if applicable) (1) the per share 
liquidation preference and the initial conversion price per share for purposes of price-based anti-dilution 
protection, which will be set in proportion to the Conversion Price, and (11) the per share dividend, which 
will be the same percentage of the Conversion Price as applied to determine the per share dividends of the 
Investors 1n the Qualified Financing relative to the purchase price paid by the Investors 
(b) Optional Conversion at non-Qualified Fmancmg In the event the Company 
consummates, while this Note remains outstanding, an equity financing pursuant to which tt sells tts equity 
securities in a transaction for capital raising purposes that does not constitute a Qualified Financing, then 
the Majority Holders shall have the option to treat such equity financing as a Qualified Financing on the 
same terms set forth herem and thereby convert the outstanding principal amount of the Notes and any 
unpaid accrued interest into the equity securities issued in such equity financing on the same terms and 
conditions as would otherwise apply to conversion of the Notes into shares of preferred stock in a Qualified 
Financing 
(c) Maturity Date Conversion In the event that this Note remains outstanding on 
the Maturity Date, then the outstanding principal balance of this Note and any unpaid accrued interest shall 
automatically without any further action by the Holder convert as of the Maturity Date into shares of a 
newly created series of the Company’s preferred stock on the terms and conditions set forth on Exhibit A 
at a conversion price per share equal to the quotient resulting from dividing $6,250,000 by the number of 
outstanding shares of common stock of the Company as of the Maturity Date (assuming conversion of all 
securities convertible into common stock and exercise of all outstanding options and warrants, including 
all shares of common stock reserved and available for future grant under any equity incentive or similar 
plan of the Company, but excluding the shares of equity securities of the Company issuable upon the 
conversion of Notes or other convertible securities issued for capital raising purposes (eg, Simple 
Agreements for Future Equity))

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Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
(d) Change of Control If the Company consummates a Change of Control (as 
defined below) while this Note remains outstanding, the Company shall repay the Holder in cash in an 
amount equal to (1) the outstanding principal amount of this Note plus any unpaid accrued interest on the 
original principal, plus (11) a repayment premium equal to 100% of the outstanding principal amount of this 
Note, provided, however, that upon the written election of the Holder made not less than 5 days prior to the 
Change of Control, the Company shall convert the outstanding principal balance of this Note and any unpaid 
accrued interest into shares of the Company’s common stock at a conversion price per share equal to the 
quotient resulting from dividing $6,250,000 by the number of outstanding shares of common stock of the 
Company immediately prior to the Change of Control (assumimg conversion of all securities convertible 
into common stock and exercise of all outstanding options and warrants, but excluding the shares of equity 
securities of the Company issuable upon the conversion of Notes or other convertible securities issued for 
capital raising purposes (e g , Simple Agreements for Future Equity)) For purposes of this Note, a “Change 
of Control” means (1) a consolidation or merger of the Company with or into any other corporation or other 
entity or person, or any other corporate reorganization, other than any such consolidation, merger or 
reorganization in which the shares of capital stock of the Company immediately prior to such consolidation, 
merger or reorganization continue to represent a majority of the voting power of the surviving entity 
immediately after such consolidation, merger or reorganization, (11) any transaction or series of related 
transactions to which the Company 1s a party in which 1n excess of 50% of the Company’s voting power 1s 
transferred, or (111) the sale or transfer of all or substantially all of the Company’s assets, or the exclusive 
license of all or substantially all of the Company’s material intellectual property, provided that a Change 
of Control shall not include any transaction or series of transactions principally for bona fide equity 
financing purposes in which cash 1s recerved by the Company or any successor, indebtedness of the 
Company 1s cancelled or converted or a combination thereof The Company shall give the Holder notice of 
a Change of Control not less than 10 days prior to the anticipated date of consummation of the Change of 
Control Any repayment pursuant to this paragraph in connection with a Change of Control shall be subject 
to any required tax withholdings, and may be made by the Company (or any party to such Change of Control 
or its agent) following the Change of Control in connection with payment procedures established in 
connection with such Change of Control 
(e) Procedure for Conversion In connection with any conversion of this Note into 
capital stock, the Holder shall surrender this Note to the Company and deliver to the Company any 
documentation reasonably required by the Company (including, in the case of a Qualified Financing, all 
financing documents executed by the Investors in connection with such Qualified Financing) The 
Company shall not be required to issue or deliver the capital stock into which this Note may convert unt] 
the Holder has surrendered this Note to the Company and delivered to the Company any such 
documentation Upon the conversion of this Note into capital stock pursuant to the terms hereof, in leu of 
any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder 
cash equal to such fraction multiplied by the price at which this Note converts 
63) Interest Accrual Ifa Change of Control or Qualified Financing 1s consummated, 
all interest on this Note shall be deemed to have stopped accruing as of a date selected by the Company that 
1s up to 10 days prior to the signing of the definitive agreement for the Change of Control or Qualified 
Financing 
3 Representations and Warranties 
(a) Representations and Warranties of the Company The Company hereby 
represents and warrants to the Holder as of the date the first Note was issued as follows 
(i) Organization, Good Standing and Qualification The Company is a 
corporation duly organized, validly existing and in good standing under the laws of the State of Delaware

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Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
The Company has the requisite corporate power to own and operate its properties and assets and to carry 
on its business as now conducted and as proposed to be conducted The Company is duly qualified and 1s 
authorized to do business and 1s in good standing as a foreign corporation 1n all yurisdictions in which the 
nature of its activities and of 1ts properties (both owned and leased) makes such qualification necessary, 
except for those jurisdictions in which failure to do so would not have a material adverse effect on the 
Company or its business (a “Material Adverse Effect’) 
(11) Corporate Power The Company has all requisite corporate power to 
issue this Note and to carry out and perform its obligations under this Note The Company’s Board of 
Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief that the 
issuance of this Note 1s appropriate for the Company after reasonable inquiry concerning the Company’s 
financing objectives and financial situation 
(m1) Authorization All corporate action on the part of the Company, the 
Board and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken 
This Note constitutes a valid and binding obligation of the Company enforceable in accordance with tts 
terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, 
with respect to rights to indemnity, subject to federal and state securities laws Any securities issued upon 
conversion of this Note (the “Conversion Securities”), when issued in compliance with the provisions of 
this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances and issued in 
compliance with all applicable federal and securities laws 
(iv) Governmental Consents All consents, approvals, | orders or 
authorizations of, or registrations, qualifications, designations, declarations or filings with, any 
governmental authority required on the part of the Company in connection with issuance of this Note has 
been obtained 
(v) Compliance with Laws To its knowledge, the Company 1s not in 
violation of any applicable statute, rule, regulation, order or restriction of any domestic, or foreign 
government or any instrumentality or agency thereof in respect of the conduct of its business or the 
ownership of its properties, which violation of which would have a Material Adverse Effect 
(vi) Comphance with Other Instruments The Company is not in violation 
or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, 
indenture or contract to which it 1s a party and by which it is bound or of any judgment, decree, order or 
writ, other than such violation(s) that would not have a Material Adverse Effect The execution, delivery 
and performance of this Note will not result in any such violation or be in conflict with, or constitute, with 
or without the passage of time and giving of notice, either a default under any such provision, instrument, 
Judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance 
upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any 
material permit, license, authorization or approval applicable to the Company, tts business or operations or 
any of its assets or properties Without limiting the foregoing, the Company has obtained all waivers 
reasonably necessary with respect to any preemptive nghts, nights of first refusal or similar r1 ghts, including 
any notice or offering periods provided for as part of any such mghts, in order for the Company to 
consummate the transactions contemplated hereunder without any third party obtaining any rights to cause 
the Company to offer or issue any securities of the Company as a result of the consummation of the 
transactions contemplated hereunder 
| 
(vu) No “Bad Actor” Disqualhfication The Company has exercised 
reasonable care to determine whether any Company Covered Person (as defined below) 1s suby ect to any of 
the “bad actor” disqualifications described in Rule 506(d)(1)(1) through (vi), as modified by

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Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC | 
| 
| 
Rules 506(d)(2) and (d)(3), under the Act (“Disqualification Events”) To the Company’s knowledge, no 
Company Covered Person 1s subject to a Disqualification Event The Company has complied, to the extent 
required, with any disclosure obligations under Rule 506(e) under the Act For purposes of this Note, 
“Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act, provided, 
however, that Company Covered Persons do not include (a) any Holder, or (b) any person or entity that 1s 
deemed to be an affiliated issuer of the Company solely as aresult of the relationship between the Company 
and any Holder 
| 
(vin) Offermg Assuming the accuracy of the representations and warranties of 
the Holder contained 1n subsection (b) below, the offer, issue and sale of this Note and the Conversion 
Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus 
delivery requirements of the Act, and have been registered or qualified (or are exempt from registration and 
qualification) under the registration, permit or qualification requirements of all applicable state securtties 
laws | 
| 
(1x) | Use of Proceeds The Company shall use the proceeds of this Note solely 
for completion of key milestones leading towards a minimum viable product, those milestones comprising 
professionally designed robot prototype actuator set, | 
| 
completion of a lower body assembly prototype, 
closing of two (2) key software hires, 
relocation to Reno, NV, 
pre-order or possession of complete set of robot prototype components, subject to adequate funding 
or revenues necessary to obtain favorable terms for such orders, and | 
| 
growing Company revenues from Company’s existing products and services 
(b) Representations and Warranties of the Holder The Holder hereby represents 
and warrants to the Company as of the date hereof as follows 
| 
(i) Purchase for Own Account The Holder is acquiring the Securities 
solely for the Holder’s own account and beneficial interest for investment and not for sale or} with a view 
to distribution of the Securities or any part thereof, has no present intention of selling (in connection with 
a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not 
presently have reason to anticipate a change in such intention 
| (i) Information and Sophistication Without lessening or obviating the 
representations and warranties of the Company set forth in subsection (a) above, the Holder hereby 
(A) acknowledges that the Holder has received all the information the Holder has requested from the 
Company and the Holder considers necessary or appropriate for deciding whether to acquire the Securities, 
(B) represents that the Holder has had an opportunity to ask questions and receive answers from the 
Company regarding the terms and conditions of the offering of the Securities and to obtain any additional 
information necessary to verify the accuracy of the information given the Holder and (C) further represents 
that the Holder has such knowledge and experience in financial and busmess matters that the Holder 1s 
capable of evaluating the merits and risk of this investment

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Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC i 
1 
| 
Qu) Ability to Bear Economic Risk The Holder acknowledges that 
investment in the Securities involves a high degree of nsk, and represents that the Holder 1s able, without 
materially impairing the Holder’s financial condition, to hold the Securities for an indefinite period of time 
and to suffer a complete loss of the Holder’s investment 
(iv) ‘Further Limitations on Disposition § Without in any way ‘limiting the 
representations set forth above, the Holder further agrees not to make any disposition of all or any portion 
of the Securities unless and until 
(1) There 1s then in effect a registration statement under the Act 
covering such proposed disposition and such disposition 1s made in accordance with such, registration 
statement, or 
(2) The Holder shall have notified the Company of the proposed 
disposition and furnished the Company with a detailed statement of the circumstances surrounding the 
proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the 
Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will 
not require registration under the Act or any applicable state securities laws, provided that no such opinion 
shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual 
circumstances 
(3) Notwithstanding the provisions of paragraphs (1) and (2) above, 
no such registration statement or opinion of counsel shall be necessary for a transfer by the: Holder to a 
partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or 
limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal 
descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same 
extent as 1f they were the Holders hereunder 
(v) Accredited Investor Status The Holder 1s an “accredited investor” as 
such term is defined m Rule 501 under the Act 
(v1) No “Bad Actor” Disqualification The Holder represents and warrants 
that neither (A) the Holder nor (B) any entity that controls the Holder or 1s under the control of, or under 
common control with, the Holder, 1s subject to any Disqualification Event, except for Disqualification 
Events covered by Rule 506(d)(2)(11) or (111) or (d)(3) under the Act and disclosed 1n writing 1n reasonable 
detail to the Company The Holder represents that the Holder has exercised reasonable care to determine 
the accuracy of the representation made by the Holder in this paragraph, and agrees to notify the Company 
if the Holder becomes aware of any fact that makes the representation given by the Holder hereunder 
inaccurate 
(vit) Foreign Investors If the Holder 1s not a United States person (as defined 
by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Holder hereby 
represents that the Holder has satisfied the Holder as to the full observance of the laws of the Holder’s 
Jurisdiction m connection with any invitation to subscribe for the Securities or any use of this Note, 
including (A) the legal requirements within the Holder’s jurisdiction for the purchase of the Securities, 
(B) any foreign exchange restrictions applicable to such purchase, (C) any governmental or other consents 
that may need to be obtained, and (D) the income tax and other tax consequences, if any, ithat may be 
relevant to the purchase, holding, redemption, sale or transfer of the Securities The Holder’s subscription, 
payment for and continued beneficial ownership of the Securities will not violate any applicable securities 
or other laws of the Holder’s jurisdiction

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Docusign Envelope ID _F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
(vil) Forward-Looking Statements With respect to any forecasts! projections 
of results and other forward-looking statements and information provided to the Holder, the Holder 
acknowledges that such statements were prepared based upon assumptions deemed reasonable by the 
Company at the time of preparation There is no assurance that such statements will prove accurate, and the 
Company has no obligation to update such statements 
4 Events of Default 
(a) If there shall be any Event of Default (as defined below) hereunder, at the option 
and upon the declaration of the Majority Holders and upon written notice to the Company (which election 
and notice shall not be required in the case of an Event of Default under subsection (11) or (111) below), this 
Note shall accelerate and all principal and unpaid accrued interest shall become due and payable The 
occurrence of any one or more of the following shall constitute an “Event of Default” 
(1) The Company fails to pay timely any of the principal amount due under 
this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts 
due under this Note on the date the same becomes due and payable, 
(11) The Company files any petition or action for relief under any bankruptcy, 
reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now 
or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in 
furtherance of any of the foregoing, or 
(am) ~—- An involuntary petition 1s filed against the Company (unless such petition 
is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a 
custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) 1s appointed to 
take possession, custody or control of any property of the Company) 
(b) In the event of any Event of Default hereunder, the Company shall pay all 
reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting this Note 
5 Miscellaneous Provisions 
(a) Waivers The Company hereby waives demand, notice, presentment, protest and 
notice of dishonor 
(b) Further Assurances The Holder agrees and covenants that at any time and from 
time to time the Holder will promptly execute and deliver to the Company such further instruments and 
documents and take such further action as the Company may reasonably require in order to carry out the 
full intent and purpose of this Note and to comply with state or federal securities laws or other regulatory 
approvals : 
(c) Transfers of Notes This Note may be transferred only upon its surrender to the 
Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument 
of transfer in form satisfactory to the Company Thereupon, this Note shall be reissued to, and'registered 1n 
the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and 
registered 1n the name of, the transferee Interest and principal shall be paid solely to the registered holder 
of this Note Such payment shall constitute full discharge of the Company’s obligation to pay such interest 
and principal

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Docusign Envelope ID F67E4AB4 142E-4D0C BFAA-561B3B8572EC 
(d) Market Standoff To the extent requested by the Company or an underwniter of 
securities of the Company, each Holder and any permitted transferee thereof shall not, without the prior 
written consent of the managing underwriters in the IPO (as hereafter defined), offer, sell, make any short 
sale of, grant or sell any option for the purchase of, lend, pledge, otherwise transfer or dispose of (directly 
or indirectly), enter into any swap or other arrangement that transfers to another, in whole or in part, any of 
the economic consequences of ownership (whether any such transaction 1s described above or 1s to be 
settled by delivery of Securities or other securities, 1n cash, or otherwise), any Securities or other shares of 
stock of the Company then owned by such Holder or any transferee thereof, or enter into an agreement to 
do any of the foregoing, for up to 180 days following the effective date of the registration statement of the 
initial public offering of the Company (the “ZPO”) filed under the Securities Act For purposes of this 
paragraph, “Company” includes any wholly owned subsidiary of the Company into which the Company 
merges or consolidates The Company may place restrictive legends on the certificates representing the 
shares subject to this paragraph and may impose stop transfer instructions with respect to the Securities and 
such other shares of stock of each Holder and any transferee thereof (and the shares or securities of every 
other person subject to the foregoing restriction) until the end of such period Each Holder and any 
transferee thereof shall enter into any agreement reasonably required by the underwriters to the IPO to 
implement the foregoing within any reasonable timeframe so requested The underwriters for any IPO are 
intended third party beneficiaries of this paragraph and shall have the night, power and authority to enforce 
the provisions of this paragraph as though they were parties hereto The provisions of this paragraph shall 
survive any conversion and/or repayment of this Note 
(e) Amendment and Waiver Any term of this Note may be amended or waived with 
the written consent of the Company and the Holder In addition, any term of this Note may be amended or 
waived with the written consent of the Company and the Majority Holders Upon the effectuation of such 
waiver or amendment with the consent of the Majority Holders in conformance with this paragraph, such 
amendment or waiver shall be effective as to, and binding against the holders of, all of the Notes, and the 
Company shall promptly give written notice thereof to the Holder if the Holder has not previously consented 
to such amendment or waiver in writing, provided that the failure to give such notice shall not affect the 
validity of such amendment or waiver 
( Governing Law This Note shall be governed by and construed under the laws of 
the State of Delaware, as applied to agreements among Delaware residents, made and to be performed 
entirely within the State of Delaware, without giving effect to conflicts of laws principles 
(g) Binding Agreement The terms and conditions of this Note shall mure to the 
benefit of and be binding upon the respective successors and assigns of the parties Nothing in this Note, 
expressed or implied, 1s intended to confer upon any third party any rights, remedies, obligations or 
liabilities under or by reason of this Note, except as expressly provided in this Note 
(h) Counterparts, Manner of Delivery This Note may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and 
the same instrument Counterparts may be delivered via electronic mail (including pdf or any electronic 
signature complying with the US federal ESIGN Act of 2000, eg, www docusign com) or other 
transmission method and any counterpart so delivered shall be deemed to have been duly and validly 
delivered and be valid and effective for all purposes 
(a) Titles and Subtitles The titles and subtitles used in this Note are used for 
convenience only and are not to be considered 1n construing or interpreting this Note 
() Notices All notices and other communications given or made pursuant to this 
Note shall be in writing (including electronic mail as permitted in this Note) and shall be deemed effectively

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Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
given upon the earlier of actual receipt, or (1) personal delivery to the party to be notified, (11) when sent, 1f 
sent by electronic mail during normal business hours of the recipient, and 1f not sent during normal business 
hours, then on the recipient’s next business day, (111) five days after having been sent by registered or 
certified mail, return recerpt requested, postage prepaid, or (1v) one business day after deposit with a 
nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written 
verification of receipt All communications shall be sent to the respective parties at their address as set forth 
on the signature page, or to such e-mail address or address as subsequently modified by written notice given 
in accordance with this Section 5(j) Each party consents (including for purposes of Section 232 of the 
Delaware General Corporation Law if this Note converts into capital stock of the Company) to the delivery 
of any notice pursuant to this Note by electronic mail at the e-mail address set forth below on the signature 
page, as updated from time to time by notice to the other party To the extent that any notice given by means 
of electronic mail 1s returned or undeliverable for any reason, the foregoing consent shall be deemed to 
have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic 
notice shall be ineffective and deemed to not have been given Each party agrees to promptly notify the 
other party of any change in its e-mail address, and that failure to do so shall not affect the foregoing The 
terms of this Section 5(j) shall survive any conversion and/or repayment of this Note 
(k) Expenses Each of the Company and the Holder shall bear such party’s respective 
expenses and legal fees incurred with respect to the negotiation, execution and delivery of this Note and the 
transactions contemplated herein 
(I) Delays or Omissions It 1s agreed that no delay or omission to exercise any right, 
power or remedy accruing to the Holder, upon any breach or default of the Company under this Note shall 
impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or 
default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall 
any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or 
thereafter occurring It 1s further agreed that any waver, permit, consent or approval of any kind or character 
by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or 
conditions of this Note, must be in writing and shall be effective only to the extent specifically set forth in 
writing and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be 
cumulative and not alternative This Note shall be void and of no force or effect in the event that the Holder 
fails to remit the full principal amount to the Company within five calendar days of the date of this Note 
(m) Entire Agreement This Note constitutes the full and entire understanding and 
agreement between the parties with regard to the subjects hereof, and no party shall be lable or bound to 
any other party in any manner by any representations, warranties, covenants and agreements except as 
specifically set forth herein 
(n) Exculpation among Holders The Holder acknowledges that the Holder 1s not 
relying on any person, firm or corporation, other than the Company and its officers and Board members, in 
making the Holder’s investment or decision to invest in the Company 
(0) Senior Indebtedness The indebtedness evidenced by this Note 1s subordinated 
in right of payment to the prior payment in full of any Senior Indebtedness in existence on the date of this 
Note or hereafter incurred “Sensor Indebtedness” shall mean, unless expressly subordinated to or made on 
a parity with the amounts due under this Note, all amounts due in connection with (1) indebtedness of the 
Company to banks or other lending institutions regularly engaged in the business of lending money 
(excluding venture capital, investment banking or similar institutions and their affiliates, which sometimes 
engage in lending activities but which are primarily engaged in investments in equity securities), and 
(11) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange 
10

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Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness 
by a guarantor 
(p) Broker’s Fees Each party hereto represents and warrants that no agent, broker, 
investment banker, person or firm acting on behalf of or under the authority of such party hereto 1s or will 
be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with 
the transactions contemplated herein Each party hereto further agrees to indemnify each other party for 
any claims, losses or expenses incurred by such other party as a result of the representation in this subsection 
being untrue 
(q) California Corporate Securities Law THE SALE OF THE SECURITIES 
WHICH ARE THE SUBJECT OF THIS NOTE HAS NOT BEEN QUALIFIED WITH THE 
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE 
OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE 
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN 
EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL PRIOR TO ACCEPTANCE OF SUCH 
CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS NOTE ARE 
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN 
EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE 
[Signature pages follow] 
11

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Docusign Envelope ID: F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
The parties have executed this Convertible Promissory Note as of the date first noted above. 
COMPANY: 
Cartwheel Robotics, Inc. 
Signed by: 
By: | Scott [aV/alles 
54DED711695C427 ( 
Name: Scott LaValley 
Title: | Chief Executive Officer 
E-mail: scott.lavalley@cartwheelrobotics.com 
Address: 6127 Reno Hwy 
Fallon, Nevada 89406 
SIGNATURE PAGE TO 
CARTWHEEL ROBOTICS, INC. 
CONVERTIBLE PROMISSORY NOTE

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Docusign Envelope ID: F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
The parties have executed this Convertible Promissory Note as of the date first noted above. 
HOLDER (if an entity): 
Investor Name: Fund I, a series of Reno Seed Advisors, LP 
By: Fund GP, LLC its General Partner 
By: Belltower Fund Group, Ltd., Agent 
Signed by: 
Signature:}Mpslun Cowdin 1AC732B6F8914F9... 
Signatory: _ Joshua Cowdin 
Title: Authorized Person 
Investor Email: portfolio@angellist.com 
Investor Address: PO Box 3217 
Seattle, WA 
98114 
SIGNATURE PAGE TO 
CARTWHEEL ROBOTICS, INC. 
CONVERTIBLE PROMISSORY NOTE

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Docusign Envelope ID _F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
Exhibit A 
TERMS OF SERIES PREFERRED 
Securities A newly created series of preferred stock (“Series Preferred”) 
Liquidation preference In the event of a liquidation, dissolution or winding up of the 
Company, Series Preferred will have the night to recerve the 
original purchase price prior to any distribution to common stock 
The remaining assets will be distributed pro rata to the holders 
of common stock A sale of all or substantially all of the 
Company’s assets or a merger or consolidation of the Company 
with any other company will be treated as a liquidation of the 
Company 
Conversion Series Preferred may be converted at any time, at the option of 
the holder, into shares of common stock The conversion rate will 
initially be 1 1, subject to customary adjustments 
Automatic conversion Each share of Series Preferred will automatically convert mnto 
common stock, at the then applicable conversion rate, upon 
(1) the closing of a firm commitment underwritten public offering 
of common stock, or (11) the consent of the holders of a majority 
of the then outstanding shares of Series Preferred 
General voting rights Each share of Series Preferred will have the right to a number of 
votes equal to the number of shares of common stock issuable 
upon conversion of each such share of Series Preferred Series 
Preferred will vote with common stock on all matters except as 
specifically provided herein or as otherwise required by law 
Protective provisions So long as any Series Preferred is outstanding, consent of the 
holders of a majority of Series Preferred will be required for any 
action that (i) alters any provision of the certificate of 
incorporation if it would adversely alter the rights, preferences, 
privileges or powers of Series Preferred, or (11) changes the 
authorized number of shares of Series Preferred 
INVESTOR RIGHTS 
Right to maintain Each holder of Series Preferred (or one or more of its affiliates) 
proportionate ownership will have a right to purchase its pro rata share of any offering of 
new securities by the Company, subject to customary exceptions 
The pro rata share will be based on the ratio of (x) the number of 
shares of common stock held by such holder (on an as-converted 
basis) to (y) the Company’s fully-diluted capitalization (on an as- 
converted and as-exercised basis) This night will terminate on 
the earlier of (1) immediately prior to the Company’s initial 
public offering or (11) seven years after the financing 
Page 1 of Exhibit A

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Docusign Envelope ID _F67E4AB4-142E-4D0C-BFAA-561B3B8572EC 
Information rights As soon as practicable, the Company will deliver to each holder 
of Series Preferred, (1) unaudited annual financial statements and 
(11) unaudited quarterly financial statements The information 
rights will terminate upon an initial public offering 
Other Matters Market stand-off Holders of Series Preferred will agree not to 
effect any transactions with respect to any of the Company’s 
securities within 180 days following the Company’s initial public 
offering, provided that all officers, directors and 1% stockholders 
of the Company are similarly bound 
Page 2 of Exhibit A

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Exhibit E- Amended and Restated Certificate of Incorporation (ACOl) 
Page 43 of 45

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Docusign Envelope ID: 9AC93462-A4BE-428B-94CE-048 1 5CCA093F 
CARTWHEEL ROBOTICS INC. 
RESTATED CERTIFICATE OF INCORPORATION 
(Pursuant to Sections 242 and 245 of the 
General Corporation Law of the State of Delaware) 
Cartwheel Robotics Inc., a corporation organized and existing under and by virtue 
of the provisions of the General Corporation Law of the State of Delaware (the “General 
Corporation Law”), does hereby certify as follows. 
1. The name of this corporation is Cartwheel Robotics Inc., Inc. and that this 
corporation was originally incorporated pursuant to the General Corporation Law on Novermber 
16, 2021 under the name Cartwheel Robotics Inc. 
2. The Board of Directors of this corporation duly adopted resolutions proposing to 
amend and restate the Certificate of Incorporation of this corporation, declaring said amendment 
and restatement to be advisable and in the best interests of this corporation and its stockholders, 
and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders 
therefor, which resolution setting forth the proposed amendment and restatement is as follows. 
RESOLVED, that the Certificate of Incorporation of this corporation be amended and 
restated in its entirety to read as set forth on Exhibit A attached hereto and incorporated 
herein by this reference. 
3. Exhibit A referred to above is attached hereto as Exhibit A and is hereby 
incorporated herein by this reference. This Restated Certificate of Incorporation was approved by 
the holders of the requisite number of shares of this corporation in accordance with Section 228 of 
the General Corporation Law. 
4. This Restated Certificate of Incorporation, which restates and integrates and further 
amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in 
accordance with Sections 242 and 245 of the General Corporation Law. 
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed 
by a duly authorized officer of this corporation on this Ist day of August, 2024. 
ScovPCavantey, President

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Docusign Envelope ID 9AC93462-A4BE-428B-94CE-04815CCA093F 
Exhibit A 
CARTWHEEL ROBOTICS INC 
RESTATED CERTIFICATE OF INCORPORATION 
ARTICLEI NAME 
The name of this corporation 1s Cartwheel Robotics Inc (the “Corporation”) 
ARTICLE TT REGISTERED OFFICE 
The address of the registered office of the Corporation in the State of Delaware 1s 3500 S 
Dupont Highway, City of Dover, County of Kent, 19901 The name of the registered agent at such 
address is GKL Registered Agents of DE, Inc 
ARTICLE TH DEFINITIO2024A 
As used 1n this Restated Certificate (the “Restated Certificate”), the following terms have 
the meanings set forth below 
“Board Composition” means that for so long as any of the Series 2024A Convertible Notes 
(the “2024A Convertible Notes”) remain outstanding, the holders of record of the 2024A 
Convertible Notes exclusively are entitled to elect one (1) director of the Corporation (the “20244 
Director’), and the holders of record of the shares of Common Stock, exclusively and as a separate 
class, shall be entitled to elect one (1) director of the Corporation, and the holders of record of the 
shares of Common Stock, exclusively and one (1) director not employed by the Corporation by 
the affirmative vote of a majority of the Preferred Stock and Common Stock, voting together as a 
single class on an as-converted basis, subject to the written consent of the Requisite Holders, and 
any additional directors will be elected by the affirmative vote of a majority of the Preferred Stock 
and Common Stock, voting together as a single class on an as-converted basis 
“Requisite Holders” means the holders of at least a majority of the outstanding 2024A 
Convertible Notes 
ARTICLETV PURPOSE 
The nature of the business or purposes to be conducted or promoted 1s to engage in any 
lawful act or activity for which corporations may be organized under the General Corporation Law

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Docusign Envelope ID 9AC93462-A4BE-428B-94CE-04815CCA093F 
ARTICLE V AUTHORIZED SHARES 
The total number of shares of all classes of stock that the Corporation has authority to issue 
is 10,000,000 consisting of (a) 8,000,000 shares of Common Stock, $0 0001 per share and (b) 
2,000,000 shares of Preferred Stock, $0 0001 per share The Preferred Stock may be issued from 
time to time in one or more series, each of such series to consist of such number of shares and to 
have such terms, rights, powers and preferences, and the qualifications and limitations with respect 
thereto, as stated or expressed herein As of the effective date of this Restated Certificate, 600,000 
shares of the Preferred Stock of the Corporation are hereby designated “Series Next Preferred 
Stock” 
A COMMON STOCK 
The following nights, powers privileges and restrictions, qualifications, and limitations apply to 
the Common Stock 
1 General The voting, dividend and liquidation rights of the holders of the Common 
Stock are subject to and qualified by the nghts, powers and privileges of the holders of the 
Preferred Stock set forth in this Restated Certificate 
2 Voting The holders of the Common Stock are entitled to one vote for each share 
of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings) 
Unless required by law, there shall be no cumulative voting The number of authorized shares of 
Common Stock may be increased or decreased (but not below the number of shares thereof then 
outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that 
may be required by the terms of this Restated Certificate) the affirmative vote of the holders of 
shares of capital stock of the Corporation representing a majority of the votes represented by all 
outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions 
of Section 242(b)(2) of the General Corporation Law 
B 2024A CONVERTIBLE NOTES 
The following rights, powers and privileges, and restrictions, qualifications and limitations, 
shall apply to the Preferred Stock Unless otherwise indicated, references to “Sections” 1n this Part 
B of this Article V refer to sections of this Part B 
1 Voting 
11 General On any matter presented to the stockholders of the Corporation 
for their action or consideration at any meeting of stockholders of the Corporation (or by written 
consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock 
may cast the number of votes equal to the number of whole shares of Common Stock into which 
the shares of Preferred Stock held by such holder are convertible as of the record date for 
determining stockholders entitled to vote on such matter Fractional votes shall not be permitted 
and any fractional voting rights available on an as-converted basis (after aggregating all shares 
into which shares of Preferred stock held by each holder could be converted) will be rounded to 
the nearest whole number (with one-half being rounded upward) Except as provided by law or 
by the other provisions of this Restated Certificate, holders of Preferred Stock shall vote together

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Docusign Envelope ID 9AC93462-A4BE-428B-94CE-04815CCA093F 
with the holders of Common Stock as a single class on an as-converted basis, shall have full voting 
rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall 
be entitled, notwithstanding any provision of this Restated Certificate, to notice of any stockholder 
meeting in accordance with the Bylaws of the Corporation 
12 Election of Directors The holders of record of the Corporation’s capital 
stock are entitled to elect directors as described in the Board Composition Any director elected 
as provided in the preceding sentence may be removed without cause by the affirmative vote of 
the holders of the shares of the class, classes, or series of capital stock entitled to elect the director 
or directors, given either at a special meeting of the stockholders duly called for that purpose or 
pursuant to a written consent of stockholders At any meeting held for the purpose of electing a 
director, the presence in person or by proxy of the holders of a majority of the outstanding shares 
of the class, classes, or series entitled to elect the director constitutes a quorum for the purpose of 
electing the director 
13 Protective Provisions At any of the issued 2024A Convertible Notes 
remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, 
consolidation, recapitalization, reclassification, or otherwise, do any of the following without (in 
addition to any other vote required by law or this Restated Certificate) approval of the Board of 
Directors, and either (1) the written consent or affirmative vote of the Requisite Holders given in 
writing or by vote at a meeting, or (11) the approval of the 2024A Director, and any such act or 
transaction entered into without such consent or vote shall be null and void ab muitio, and of no 
force or effect 
(a) liquidate, dissolve or wind-up the affairs of the Company, or 
effect any merger or consolidation or any other Deemed Liquidation Event For purposes 
of this provision, a “Deemed Liquidation Event” shall mean a merger or consolidation 
(other than one in which stockholders of the Company own a majority by voting power of 
the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, 
exclusive license or other disposition of all or substantially all of the assets of the Company, 
(b) amend, alter or repeal any provision of the Certificate of 
Incorporation or Bylaws in a manner adverse to the Investors, 
(c) purchase or redeem or pay any dividend on any capital stock, 
other than stock repurchased from former employees or consultants 1n connection with the 
cessation of their employment/services, at the lower of fair market value or cost, 
(d) make any loan or advance to any person, including any 
employee or Director, except advances and similar expenditures 1n the ordinary course of 
business or under the terms of an employee stock or option plan approved by the Board of 
Directors, 
(e) create or hold capital stock in any subsidiary that 1s not a 
wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of 
any subsidiary assets,

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Docusign Envelope ID 9AC93462-A4BE 428B-94CE-04815CCA093F 
(f) guarantee any indebtedness except for trade accounts of the 
Company or any subsidiary arising 1n the ordinary course of business, 
(g) create or authorize the creation of or issue any other security 
convertible into or exercisable for any equity security, 
(h) adopt, amend, terminate or repeal any equity (or equity- 
linked) compensation plan or amend or waive any of the terms of any option or other grant 
pursuant to any such plan, 
(1) increase or decrease the authorized number of directors 
constituting the Board of Directors or change the number of votes entitled to be cast by any 
director or directors on any matter, 
Q) incur any aggregate indebtedness 1n excess of $100,000 that 
1s not already included in a Board-approved budget, other than trade credit mcurred in the 
ordinary course of business, 
(k) enter into or be a party to any transaction with any director, 
officer or employee of the Company or any "associate" (as defined in Rule 12b-2 
promulgated under the Exchange Act) of any such person, 
(1) hire, fire, or change the compensation of the executive 
officers, including approving any option grants, 
(m) change the principal business of the Company, enter new 
lines of business, or exit the current line of business, or 
(n) sell, assign, license, pledge or encumber material technology 
or intellectual property, other than licenses granted 1n the ordinary course of business 
2 Dividends The Corporation shall declare all dividends pro rata on the Common 
Stock and the Preferred Stock on a pari passu basis according to the number of shares of Common 
Stock held by such holders For this purpose, each holder of shares of Preferred Stock will be 
treated as holding the greatest whole number of shares of Common Stock then issuable upon 
conversion of all shares of Preferred Stock held by such holder pursuant to Section 3 
ARTICLE VI PREEMPTIVE RIGHTS 
No stockholder of the Corporation has a right to purchase shares of capital stock of the 
Corporation sold or issued by the Corporation except to the extent that such a night may from time 
to time be set forth in a written agreement between the Corporation and the stockholder 
ARTICLE Vil STOCK REPURCHASES 
In accordance with Section 500 of the California Corporations Code, a distribution can be 
made without regard to any preferential dividends arrears amount (as defined 1n Section 500 of the 
California Corporations Code) or any preferential rights amount (as defined in Section 500 of the 
California Corporations Code) mm connection with (1) repurchases of Common Stock 1ssued to or

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Docusign Envelope ID 9AC93462-A4BE-428B 94CE-04815CCA093F 
held by employees, officers, directors, or consultants of the Corporation or its subsidiaries upon 
termination of their employment or services pursuant to agreements providing for the right of said 
repurchase, (11) repurchases of Common Stock issued to or held by employees, officers, directors 
or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in 
agreements providing for such right, (111) repurchases of Common Stock or Preferred Stock 1n 
connection with the settlement of disputes with any stockholder, or (iv) any other repurchase or 
redemption of Common Stock or Preferred Stock approved by the holders of Preferred Stock of 
the Corporation 
ARTICLE VU BYLAW PROVISIO2024A 
A AMENDMENT OF BYLAWS § Subject to any additional vote required by this Restated 
Certificate or bylaws of the Corporation (the “Bylaws’’), in furtherance and not 1n limitation of the 
powers conferred by statute, the Board 1s expressly authorized to make, repeal, alter, amend and 
rescind any or all of the Bylaws 
B NUMBER OF DIRECTORS Subject to any additional vote required by this Restated 
Certificate, the number of directors of the Corporation will be determined in the manner set forth 
in the Bylaws 
C BALLOT Elections of directors need not be by written ballot unless the Bylaws so 
provide 
D MEETINGS AND BOOKS Meetings of stockholders may be held within or without the 
State of Delaware, as the Bylaws may provide The books of the Corporation may be kept outside 
the State of Delaware at such place or places as may be designated from time to time by the Board 
or in the Bylaws 
ARTICLE IX DIRECTOR LIABILITY 
A LIMITATION To the fullest extent permitted by law, a director of the Corporation shall 
not be personally liable to the Corporatton or its stockholders for monetary damages for breach of 
fiduciary duty as a director If the General Corporation Law or any other law of the State of 
Delaware 1s amended after approval by the stockholders of this Article [X to authorize corporate 
action further eliminating or limiting the personal liability of directors, then the liability of a 
director of the Corporation shall be eliminated or limited to the fullest extent permitted by the 
General Corporation Law as so amended Any repeal or modification of the foregoing provisions 
of this Article IX by the stockholders will not adversely affect any right or protection of a director 
of the Corporation existing at the time of, or increase the liability of any director of the Corporation 
with respect to any acts or omissions of such director of the Corporation occurring prior to, such 
repeal or modification 
B INDEMNIFICATION To the fullest extent permitted by applicable law, the Corporation 
1s authorized to provide indemnification of (and advancement of expenses to) directors, officers 
and agents of the Corporation (and any other persons to which General Corporation Law permits 
the Corporation to provide indemnification) through Bylaw provisions, agreements with such 
agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of

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Docusign Envelope ID 9AC93462-A4BE 428B-94CE 04815CCA093F 
the indemnification and advancement otherwise permitted by Section 145 of the General 
Corporation Law 
Cc MODIFICATION Any amendment, repeal, or modification of the foregoing provisions 
of this Article LX will not adversely affect any right or protection of any director, officer or other 
agent of the Corporation existing at the time of such amendment, repeal or modification 
ARTICLE X_CORPORATE OPPORTUNITIES 
The Corporation renounces any interest or expectancy of the Corporation in, or in being offered 
an opportunity to participate in, or in being informed about, an Excluded Opportunity “Excluded 
Opportunity” means any matter, transaction or interest that 1s presented to, or acquired, created or 
developed by, or which otherwise comes into the possession of, (1) any director of the Corporation 
who 1s not an employee of the Corporation or any of 1ts subsidiaries, or (11) any holder of Preferred 
Stock or any affiliate, partner, member, director, stockholder, employee, agent or other related 
person of any such holder, other than someone who 1s an employee of the Corporation or any of 
its subsidiaries (a “Covered Person”), unless such matter, transaction or interest 1s presented to, or 
acquired, created or developed by, or otherwise comes into the possession of, a Covered Person 
expressly and solely in such Covered Person’s capacity as a director of the Corporation 
* * * * *

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Exhibit F — Bridge Financing Term Sheet Draft Containing Apparent CEO Signature 
Page 44 of 45

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& Outlook 
Re: Draft Term Sheet for the Bridge Round 
From Gene Wong <gene@renoseedfund.com> 
Date Wed 4/16/2025 5:20 PM 
To Scott LaValley <scott.lavalley@cartwheelrobotics.com> 
Cc Samantha Conway <samantha.conway@cartwheelrobotics.com> 
The terms are identical to the terms of the prior convertible notes, except now you have a SAFE 
which has no valuation and is not part of your balance sheet-in your favor. 
Gene 
Sent from my iPhone 
On Apr 16, 2025, at 4:39PM, Scott LaValley <scott.lavalley@cartwheelrobotics.com> 
wrote: 
Thank you, Gene, | will review shortly. 
From: Gene Wong <gene@renoseedfund.com> 
Sent: Wednesday, April 16, 2025 3:29 PM 
To: Scott LaValley <scott.lavalley@cartwheelrobotics.com>; Samantha Conway 
<samantha.conway@cartwheelrobotics.com> 
Subject: Draft Term Sheet for the Bridge Round 
Hi Scott: 
As promised: 
Gene

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TERM SHEET FOR 
SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE) 
OF 
CARTWHEEL ROBOTICS INC 
April 16, 2025 
This Term Sheet summarizes the principal terms of the Simple Agreement For Future 
Equity (“SAFE”) of Cartwheel Robotics, Inc , a Delaware corporation No legally 
binding obligations will be created until definitive agreements are executed and 
delivered by all parties This Term Sheet 1s not a commitment to invest, and 1s 
conditioned on the completion of due diligence, legal review and documentation that 1s 
satisfactory to the Investors and the Company This Term Sheet shall be governed in all 
respects by the laws of Delaware 
OFFERING TERMS 
Issuer Cartwheel Robotics, Inc , a Delaware corporation (the 
“Company”) 
Securities Offered Simple Agreement For Future Equity (SAFE) 
Closing Date As soon as practicable following the Company’s acceptance of 
this Term Sheet and satisfaction of the Conditions to Initial 
Closing of no Jess than $1 25 million, but in no case later than 
May 16, 2025 (the “First Closing Date”), up to a maximum of $4 
mullion, to close no case later than June 30, 2025 (the “Second 
Closing Date”) 
Conditions to Closing 1 Successful completion of legal documentation mutually 
acceptable to the Investors and the Company — in form 
and substance substantially similar to the terms agreed to 
herein, and 
2 Results of continued due diligence are acceptable to the 
Investors 
Investors Investors shall be identified by the Company (the “Investors,” 
each an “Investor”) and will include 
e Investor No 1 Limited Partners of Fund I, a Series 
of Reno Seed Advisors, LP, which may invest in 
whole or in part as a single purpose vehicle 
(individually or collectively the “Lead Investor”), 
e Investor No 2 The Nevada SSBCI program, and

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Confidential Term Sheet 
e Investor No 3 other accredited investors that Lead 
Investor and the Company mutually consent to which 
consent shall not be unreasonably withheld, 
conditioned or delayed 
The total number of Investors shall not exceed 30 unless 
authorized by the Company 
All Investors must be “accredited investors” as that term 1s 
defined under Rule 501 of Regulation D promulgated under 
the Securities Act of 1933, as amended 
Amount Raised 
No less than $1,250,000 and no more than $4 million, which 
amount can be increased based on mutual agreement of the 
Company and Lead Investor 
The financing amount shall be due and payable as follows 
e The Lead Investor will invest up to $500,000, with 
e the balance from other Investors as mutually agreed to 
between Company and the Lead Investor 
Minimum Investment $25,000 per Investor, subject to the Company’s right to 
accept lesser amounts with the prior written consent of the 
Lead Investor 
Uses of Proceeds and Milestones Funds will be utilized for completion of key milestones 
leading towards an MVP, those milestones comprising 
1 Reno relocation, 
2 Pre-order or possession of a complete set of robot 
prototype components, subject to adequate funding 
or revenues necessary to obtain favorable terms for 
such orders, and 
3 growing Company revenues from Company’s 
existing products and services 
Charter and Bylaws 
Board of Directors As of the First Closing Date, the Board shall consist of three 
(3) members 
comprised of 
e One Investor Director selected by the Lead Investor 
(“Investor Director”), 
e@ One independent Director who 1s not employed by the 
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Confidential Term Sheet 
Company and who 1s mutually acceptable to the 
Company and the Investors (“Independent Director”), 
and 
One Director elected by the majority of the Common 
Stock of the Company, initially Scott LaValley 
(“Common Director”) 
Protective Provisions So long as any of the SAFES remain outstanding, in addition 
to any other vote or approval required under the Company’s 
Charter or Bylaws, the Company will not, without either the written 
consent of the majority of the SAFE holders with SAFES 
outstanding or the consent of the majority of the Board of Directors 
that includes the Independent Director, either directly or by 
amendment, merger, consolidation, or otherwise 
1 
11 
lil 
lV 
liquidate, dissolve or wind-up the affairs of the 
Company, or effect any merger or consolidation or 
any other Deemed Liquidation Event For purposes 
of this provision, a “Deemed Liquidation Event” 
shall mean a merger or consolidation (other than one 
in which stockholders of the Company own a 
majority by voting power of the outstanding shares of 
the surviving or acquiring corporation) or a sale, 
lease, transfer, exclusive license or other disposition 
of all or substantially all of the assets of the 
Company, 
amend, alter or repeal any provision of the Certificate 
of Incorporation or Bylaws 1n a manner adverse to 
the Investors, 
purchase or redeem or pay any dividend on any 
capital stock, other than stock repurchased from 
former employees or consultants in connection with 
the cessation of their employment/services, at the 
lower of fair market value or cost, 
make any loan or advance to any person, including 
any employee or Director, except advances and 
similar expenditures in the ordinary course of 
business or under the terms of an employee stock or 
option plan approved by the Board of Directors, 
create or hold capital stock in any subsidiary that 1s 
not a wholly-owned subsidiary or dispose of any 
subsidiary stock or all or substantially all of any 
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Confidential Term Sheet 
Vi 
vu 
Vill 
Xi 
Xi 
XU 
XIV 
XIV 
subsidiary assets, 
guarantee any indebtedness except for trade accounts 
of the Company or any subsidiary arising in the 
ordinary course of business, 
create or authorize the creation of or issue any other 
security convertible into or exercisable for any equity 
security, 
adopt, amend, terminate or repeal any equity (or 
equity-linked) compensation plan or amend or waive 
any of the terms of any option or other grant pursuant 
to any such plan, 
increase or decrease the authorized number of 
directors constituting the Board of Directors or 
change the number of votes entitled to be cast by any 
director or directors on any matter, 
incur any aggregate indebtedness 1n excess of 
$100,000 that 1s not already included in a Board- 
approved budget, other than trade credit incurred in 
the ordinary course of business, 
enter into or be a party to any transaction with any 
director, officer or employee of the Company or any 
"associate" (as defined in Rule 12b-2 promulgated 
under the Exchange Act) of any such person, 
hire, fire, or change the compensation of the 
executive officers, including approving any option 
grants, 
change the principal business of the Company, enter 
new lines of business, or exit the current line of 
busmess, or 
sell, assign, license, pledge or encumber material 
technology or intellectual property, other than licenses 
granted in the ordinary course of business, or 
sell, assign, license, pledge or encumber material 
technology or intellectual property, other than 
licenses granted m the ordinary course of business 
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Confidential Term Sheet 
SAFE Agreement Provisions 
Representations and 
Warranties 
Standard representations and warranties by the Company, 
including representations and warranties regarding 
technology ownership and that Cartwheel will establish, 
headquarter, and physically relocate to any address located 
in Reno, Nevada prior to December 31, 2025, unless that 
deadline 1s otherwise extended by mutual agreement 
ROFR If, while the SAFES are outstanding, the Company issues 
other indebtedness, equity or pseudo-equity (defined as 
securities convertible into equity securities of the Company) 
of the Company with material terms that are more favorable 
to the Investor (the “Other Debt”), than the terms of the 
SAFES, then the Company will provide each SAFE Investor 
with written notice thereof, together with a copy of all 
documentation relating to the Other Debt and, upon request 
of such Investor, any additional information related to the 
Other Debt as may be reasonably requested by such Investor 
The Company will provide such notice to the Investors 
promptly (and in any event within 30 days) following the 
issuance of the Other Debt In the event an Investor 
determines that the terms of the Other Debt are preferable to 
the terms of the SAFES, such Investor will notify the 
Company 1n writing within five (5) days following such 
Investor’s receipt of such notice from the Company 
Promptly after receipt of such written notice from such 
Investor, but in any event within 30 days, the Company will 
amend and restate such Investor’s SAFES to be substantially 
identical to the promissory note evidencing the Other Debt, 
excluding the principal 
Pro Rata Rights For so long as any amounts remain outstanding under the 
SAFES, the Investors shall have the right to purchase up to each 
such holder’s pro rata share of any equity or debt securities offered 
by the Company on the same price and terms and conditions as the 
Company offers such securities to other potential investors 
Conversion at Qualified 
Financing or a NonQualified 
Financing 
A Qualified Financing” 
In the event the Company consummates, while the SAFES are 
outstanding an equity financing pursuant to which it sells shares of 
its preferred stock , or any other equity or pseudo-equity security 
(the “Next Round Stock”), with an aggregate pre-money 
valuation of not less than $7 5 million, excluding any and all 
indebtedness under the SAFES that 1s converted into Next Round 
Stock, and with the principal purpose of raising capital (a 
“Qualified Fmancmg”), then all principal under the SAFES, shall 
automatically convert into shares of Next Round Stock at the 
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Confidential Term Sheet 
lesser of (1) 80% of the cash price per share paid by the other 
purchasers of Next Round Stock in the Qualified Financing, 
and/or any equity incentive or simular plan to be created or 
increased 1n connection with the Qualified Financing, but 
excluding the shares of equity securities of the other 
indebtedness) If the conversion price of the SAFES 1s less than 
the cash price per share at which Next Round Stock 1s issued 1n 
the Qualified Financing, the Company may, solely at its option, 
elect to convert the SAFES into such securities having the 
identical nights, privileges, preferences and restrictions as Next 
Round Stock issued in the Qualified Financing, and otherwise on 
the same terms and conditions, other than with respect to (if 
applicable) (1) the per share liquidation preference and the initial 
conversion price for purposes of price-based anti-dilution 
protection, which will be set in proportion to the conversion price, 
and (11) the per share dividend, which will be the same percentage 
of the conversion price as applied to determine the per share 
dividends of new investors in the Qualified Financing relative to 
the purchase price paid by such investors 
A NonQualified Financing 
In the event the Company consummates, while the SAFES remain 
outstanding, an equity financing pursuant to which it sells equity 
securities in a transaction that does not constitute a Qualified 
Financing (a “NonQualified Finanemg”), then the Majority 
Holders of the SAFES shall have the option to treat such financing 
as a Qualified Financing on the same terms set forth herein 
Change of Control If the Company 1s acquired prior to the Qualified Financing, 
then at each Investor’s option, erther (1) such Investor shall 
receive a cash repayment equal to the outstanding principal and 
unpaid accrued interest, plus an additional payment equal to 100% 
of the princtpal amount of such Investor’s Note 
Prepayment The principal and accrued interest may not be prepaid unless 
approved in writing by the Majority Holders 
Counsel and Expenses Company counsel to draft Closing documents, which shall be 
subject to the review and approval of the Lead Investor 
Company to pay all legal and admunistrative costs of the 
financing at Closing In addition, the company is to 
pay reasonable closing and legal expenses of the lead investor 
RSF up to $2000-at closing 
Governance 
Information Rights Any Major Investor (who 1s not a competitor) will be granted 
access to Company facilities and personnel during normal 
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Confidential Term Sheet 
business hours and with reasonable advance notification The 
Company will deliver to such Major Investor (1) annual, quarterly, 
financial statements, and other information as determined by the 
Board, (11) thirty days prior to the end of each fiscal year, a 
comprehensive operating budget forecasting the Company’s 
revenues, expenses, and cash position on a month-to-month basis 
for the upcoming fiscal year, and (111) promptly following the end 
of each quarter an up-to-date capitalization table A “Mayor 
Investor” means any Investor who has invested at least $50,000 in 
the aggregate 
Non-Disclosure and 
Developments Agreement 
Each current and former Founder, employee and consultant will 
enter into a non-disclosure and proprietary nights assignment 
agreement in a form reasonably acceptable to the Investors 
Board Matters, Each Board Committee shall include the Investor Director 
The Board of Directors (3) shall meet at least monthly, 
unless otherwise agreed by a vote of the majority of 
Directors 
Other Matters 
Confidentiality The Company and the Investors agree to work 1n good faith 
expeditiously towards the Closing The Company and the 
Founders agree that they will not, from the date these terms 
are accepted until the Second Closing, unless the First 
Closing has not been consummated within 60 days of the 
signing of this Term Sheet, take any action, directly or 
indirectly, to solicit, initiate, encourage or assist the 
submission of any proposal, negotiation or offer from any 
person or entity other than the Investors relating to the sale 
or issuance, of any of the capital stock of the Company - and 
shall notify the Investors promptly of any inquiries by any 
third parties in regards to the foregoing The Company will 
not disclose the terms of this Term Sheet to any person other 
than employees, stockholders, members of the Board of 
Directors and the Company’s accountants and attorneys and 
other potential Investors acceptable to the Lead Investor 
Expiration This Term Sheet expires on close of business on April 28th, 
2025 if not accepted by the Company by that date If 
accepted, it shall continue until the consummation of the 
Second Closing or any mutually agreed extension thereto 
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Confidential Term Sheet 
COMPANY CARTWHEEL ROBOTICS, INC 
Name Scott LaValley 
Title Chief Executive Officer 
LEAD INVESTOR FUND I, A SERIES OF RENO SEED ADVISORS, LP 
Name Eugene Wong 
Title Manager 
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Exhibit A

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THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER 
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF 
CERTAIN STATES THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED 
OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE 
SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM 
CARTWHEEL ROBOTICS INC 
SAFE 
(Simple Agreement for Future Equity) 
In connection with the offermg by Cartwheel Robotics Inc, a Delaware corporation (the “Company”), THIS 
CERTIFIES THAT, in exchange for the payment by [Investor Name] (the “Investor”) of $| ] (the 
“Purchase Amount”) on or about [Date of Safe], Cartwheel Robotics Inc , a the Company, issues to the Investor the 
right to certain shares of the Company’s Capital Stock, subject to the terms described below 
The “Discount Rate” 1s 20% off of the next “Equity Fmanemg” 
See Section 2 for certain defined terms 
1 Events 
Fimanecmg If there 1s an Equity Financing before the termination of this Safe, on the initial closing of such Equity 
Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase 
Amount divided by the Discount Price 
In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor 
will execute and deliver to the Company all of the transaction documents related to the Equity Financing, provided, that 
such documents (1) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with 
appropriate variations for the Safe Preferred Stock if applicable, and (11) have customary exceptions to any drag-along 
applicable to the Investor, including (without limitation) limited representations, warranties, liability and 
indemnification obligations for the Investor 
(b) Liquidity Event If there is a Liquidity Event before the termination of this Safe, the Investor will 
automatically be entitled (subject to the liquidation priority set forth mn Section 1(d) below) to receive a portion of 
Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity 
Event, equal to the greater of (1) the Purchase Amount (the “Cash-Out Amount”), or (11) the amount payable on the 
number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion 
Amount”) If any of the Company’s securttyholders are given a choice as to the form and amount of Proceeds to be 
received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to 
receive a form of consideration that the Investor would be meligible to receive as a result of the Investor’s failure to 
satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable 
laws 
Notwithstanding the foregoing, m connection with a Change of Control intended to qualify as a tax-free 
reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined 
by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization for US federal 
income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and 
(B) 1s applied 1n the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor 
under Section 1(d) 
(c) Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will

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Confidential Term Sheet 
automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of 
Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the 
Dissolution Event 
(d) Liquidation Priority In a Liquidity Event or Dissolution Event, this Safe is intended to operate like 
standard non-participating Preferred Stock The Investor’s right to receive 1ts Cash-Out Amount 1s 
(1) Junior to payment of outstanding indebtedness and creditor claims, cluding contractual 
claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually 
or notionally converted into Capital Stock), 
(it) On par with payments for other Safes and/or Preferred Stock, and if the applicable Proceeds 
are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Stock, the applicable 
Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock in proportion to the full 
payments that would otherwise be due, and 
(11) Senior to payments for Common Stock 
The Investor’s right to receive its Conversion Amount 1s (A) on par with payments for Common Stock and 
other Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted 
to Common Stock basis, and (B) junior to payments described in clauses (1) and (11) above (in the latter case, to the 
extent such payments are Cash-Out Amounts or similar liquidation preferences) 
(e) Termmation This Safe will automatically terminate (without relieving the Company of any 
obligations arising from a prior breach of or non-compliance with this Safe) immediately following the earliest to occur 
of (1) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of this Safe under Section 1(a), 
or (11) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b) or Section 1(c) 
2 Definitions 
“Capital Stock” means the capital stock of the Company, including, without limitation, the “Common 
Stock” and the “Preferred Stock ” 
“Change of Control” means (4) a transaction or series of related transactions in which any “person” or 
“group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes 
the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or 
indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election 
of members of the Company’s board of directors, (11) any reorganization, merger or consolidation of the Company, 
other than a transaction or series of related transactions in which the holders of the voting securities of the Company 
outstanding immediately prior to such transaction or series of related transactions retain, immediately after such 
transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding 
voting securities of the Company or such other surviving or resulting entity or (111) a sale, lease or other disposition of 
all or substantially all of the assets of the Company 
“Direct Listing” means the Company’s initial listing of 1ts Common Stock (other than shares of Common 
Stock not eligible for resale under Rule 144 under the Securities Act) on a national securities exchange by means of an 
effective registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital 
stock of the Company for resale, as approved by the Company’s board of directors For the avoidance of doubt, a Direct 
Listing will not be deemed to be an underwritten offering and will not involve any underwriting services 
“Discount Price” means the lowest price per share of the Standard Preferred Stock sold in the Equity 
Financing multiplied by the Discount Rate 
“Dissolution Event” means (1) a voluntary termination of operations, (11) a general assignment for the 
benefit of the Company’s creditors or (111) any other liquidation, dissolution or winding up of the Company (excluding 
a Liquidity Event), whether voluntary or involuntary 
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“Dividend Amount” means, with respect to any date on which the Company pays a dividend on its 
outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the 
Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes 
of calculating such Liquidity Price). 
“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of 
raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed valuation, including but not 
limited to, a pre-money or post-money valuation. 
“Initial Public Offering” means the closing of the Company’s first firm commitment underwritten initial 
public offering of Common Stock pursuant to a registration statement filed under the Securities Act. 
“Liquidity Event” means a Change of Control, a Direct Listing or an Initial Public Offering. 
“Liquidity Price” means the price per share equal to the fair market value of the Common Stock at the 
time of the Liquidity Event, as determined by reference to the purchase price payable in connection with such Liquidity 
Event, multiplied by 
“Proceeds” means cash and other assets (including without limitation stock consideration) that are proceeds 
from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution. 
“Safe” means an instrument containing a future right to shares of Capital Stock, similar in form and content 
to this instrument, purchased by investors for the purpose of funding the Company’s business operations. References 
to “this Safe” mean this specific instrument. 
“Safe Preferred Stock” means the shares of the series of Preferred Stock issued to the Investor in an Equity 
Financing, having the identical rights, privileges, preferences, seniority, liquidation multiple and restrictions as the 
shares of Standard Preferred Stock, except that any price-based preferences (such as the per share liquidation amount, 
initial conversion price and per share dividend amount) will be based on the Discount Price. 
“Standard Preferred Stock” means the shares of a series of Preferred Stock issued to the investors 
investing new money in the Company in connection with the initial closing of the Equity Financing. 
3. Company Representations 
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of 
its state of incorporation, and has the power and authority to own, lease and operate its properties and carry on its 
business as now conducted. 
(b) The execution, delivery and performance by the Company of this Safe is within the power of the 
Company and has been duly authorized by all necessary actions on the part of the Company (subject to section 3(d)). 
This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in 
accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to 
or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the 
Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or 
regulation applicable to the Company or (iii) any material debt or contract to which the Company is a party or by which 
it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, 
could reasonably be expected to have a material adverse effect on the Company. 
(c) The performance and consummation of the transactions contemplated by this Safe do not and will not: 
(i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of 
any material debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or 
imposition of any lien on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of 
any material permit, license or authorization applicable to the Company, its business or operations. 
(d) No consents or approvals are required in connection with the performance of this Safe, other than: (i) 
the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary 
corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. 
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) 
sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, 
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Confidential Term Sheet 
information, processes and other intellectual property rights necessary for its business as now conducted and as currently 
proposed to be conducted, without any conflict with, or infringement of the rights of, others. 
4. Investor Representations 
(a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform 
its obligations hereunder. This Safe constitutes a valid and binding obligation of the Investor, enforceable in accordance 
with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting 
the enforcement of creditors’ rights generally and general principles of equity. 
(b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the 
Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity Financing, the 
Company may void this Safe and return the Purchase Amount. The Investor has been advised that this Safe and the 
underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot 
be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption 
from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired 
by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for 
resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any 
participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and 
business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a 
complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic 
risk of such investment for an indefinite period of time. 
5. Miscellaneous 
(a) Any provision of this Safe may be amended, waived or modified by written consent of the Company 
and either (i) the Investor or (ii) the majority-in-interest of all then-outstanding Safes with the same “Post-Money 
Valuation Cap” and “Discount Rate” as this Safe (and Safes lacking one or both of such terms will be considered to be 
the same with respect to such term(s)), provided that with respect to clause (ii): (A) the Purchase Amount may not be 
amended, waived or modified in this manner, (B) the consent of the Investor and each holder of such Safes must be 
solicited (even if not obtained), and (C) such amendment, waiver or modification treats all such holders in the same 
manner. “Majority-in-interest” refers to the holders of the applicable group of Safes whose Safes have a total Purchase 
Amount greater than 50% of the total Purchase Amount of all of such applicable group of Safes. 
(b) Any notice required or permitted by this Safe will be deemed sufficient when delivered personally or 
by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being 
deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at 
such party’s address listed on the signature page, as subsequently modified by written notice. 
(c) The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of Capital Stock for 
any purpose other than tax purposes, nor will anything in this Safe be construed to confer on the Investor, as such, any 
rights of a Company stockholder or rights to vote for the election of directors or on any matter submitted to Company 
stockholders, or to give or withhold consent to any corporate action or to receive notice of meetings, until shares have 
been issued on the terms described in Section 1. However, if the Company pays a dividend on outstanding shares of 
Common Stock (that is not payable in shares of Common Stock) while this Safe is outstanding, the Company will pay 
the Dividend Amount to the Investor at the same time. 
(d) Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or 
otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or its 
rights may be assigned without the Company’s consent by the Investor (i) to the Investor’s estate, heirs, executors, 
administrators, guardians and/or successors in the event of Investor’s death or disability, or (ii) to any other entity who 
directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without 
limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now 
or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same 
management company with, the Investor. 
—————e}-In the event any one or more of the provisions of this Safe is for any reason held to be invalid, illegal 
Page 13 of 15

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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 104 of 109 
Confidential Term Sheet 
or unenforceable, in whole or in part or 1n any respect, or in the event that any one or more of the provisions of this Safe 
operate or would prospectively operate to invalidate this Safe, then and in any such event, such provision(s) only will 
be deemed null and void and will not affect any other provision of this Safe and the remaining provisions of this Safe 
will remain operative and 1n full force and effect and will not be affected, prejudiced, or disturbed thereby 
(f) All rights and obligations hereunder will be governed by the laws of the State of [Governing Law 
Jurisdiction], without regard to the conflicts of law provisions of such jurisdiction 
(g) The parties acknowledge and agree that for United States federal and state income tax purposes this 
Safe 1s, and at all times has been, intended to be characterized as stock, and more particularly as common stock for 
purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of the Internal Revenue Code of 1986, as amended 
Accordingly, the parties agree to treat this Safe consistent with the foregoing intent for all United States federal and 
state income tax purposes (including, without limitation, on their respective tax returns or other informational 
statements) 
(Signature page follows) 
Page 14 of 15

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Confidential Term Sheet 
IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed and delivered 
CARTWHEEL ROBOTICS INC 
By 
Name 
Title 
Email 
INVESTOR 
By 
Name 
Title 
Address 
Email 
Page 15 of 15

[Page 106]
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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 106 of 109 
Exhibit G —- Demand Letter Regarding Governance Disputes 
Page 45 of 45

[Page 107]
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Case 26-50278-hlb Doc90 Entered 06/22/26 12:15:20 Page 107 of 109 
SCALE 
2261 Market Street 
Suite 85604 
San Francisco, CA 94114 
Scott E. Wiegand | Partner 
(415) 735-5933 | scottwiegand@scalefirm.com 
November 6, 2025 
By Electronic Mail 
Samuel B. Angus 
Fenwick & West LLP 
555 California St 
#12 
San Francisco, CA 94104 
RE: Cartwheel, Inc. 
Dear Sam: 
As you are aware, this law firm represents Fund I, a Series of Reno Seed Advisors, LP. (“Reno 
Seed Fund”). As you are also aware, Reno Seed Fund acted as Lead Investor in the offering by 
your client, Cartwheel, Inc. (“Cartwheel”), of 2024A Convertible Promissory Notes (the “2024A 
Notes”). This letter serves as the demand of Reno Seed Fund, as Lead Investor and for and on 
behalf of other Holders of 2024A Notes, (i) that Cartwheel comply with its obligations pursuant 
to the 2024A Notes and related transactions, and (ii) that Cartwheel make itself available to discuss 
these matters in good faith with Reno Seed Fund as soon as possible. Capitalized terms used in 
this letter but not defined shall have the meanings given such terms in the 2024(A) Notes or the 
documentation related thereto, as applicable. 
First, Reno Seed Fund demands that Cartwheel immediately constitute the board structure to which 
it agreed in connection with issuance of the 2024A Notes, specifically a three (3) person board 
with Gene Wong as Investor Director and an independent director acceptable to Mr. Wong and/or 
the Holders of 2024A Notes. You have recently indicated that it is Cartwheel’s position that this 
board was never properly established, and therefore, Scott LaValley, Cartwheel’s CEO, is the sole 
director of the company. We were quite surprised by this position, particularly given (i) 
Cartwheel’s obligation to establish such board, (ii) a course of conduct wholly consistent with 
Cartwheel having done so, including purportedly appointing independent directors at least twice 
previously, holding regular meetings, and the public statements via LinkedIn by Mr. LaValley 
congratulating Mr. Wong on his appointment, and (iii) the entering by Cartwheel and Mr. Wong 
of a Non-Disclosure Agreement, dated October 31, 2024, overtly stating that Mr. Wong was 
elected to serve as a member of such board. 
We hereby demand that Cartwheel immediately rectify any governance deficiencies with respect 
to this required board structure and ratify and confirm all actions taken to date by the individuals 
Cartwheel has overtly informed are or were serving as board members, including Mr. Wong as 
Investor Director. As Mr. LaValley is the controlling shareholder and Cartwheel has taken the 
1

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SCALE 
Scott E. Wiegand | Partner 
(415) 735-5933 | scottwiegand@scalefirm.com 
position that he is also the sole director of Cartwheel, rectifying these matters is wholly within Mr. 
LaValley’s ability. 
Second, we direct you to the provisions of Section 1(f) of the 2024A Notes regarding Information 
Rights. We note that Cartwheel has persistently failed to provide Major Investors with required 
information in a timely fashion. Moreover, clause (i) of Section 1(f) entitles Major Investors to be 
granted access to Cartwheel’s “facilities and personnel during normal business hours provided that 
such access is requested with reasonable advance notification.” Notwithstanding such right, Reno 
Seed Fund has repeatedly been denied such access. 
We hereby demand that Cartwheel immediately provide all required information pursuant to 
Section 1(f) and grant Reno Seed Fund and other Major Investors with access to Cartwheel’s 
facilities and personnel as required by the 2024A Notes. 
Third, we direct you to the provisions of Section 1(e) of the 2024A Notes regarding Future 
Financings. In our correspondence and communications, we have been informed that the matters 
set forth above have created some sort of constraint on Cartwheel’s efforts to obtain financing. We 
have asked for information on such efforts and further details on any potential financing, but 
unfortunately, we have received no information beyond a long list of potential financing sources 
with little or no detail regarding Cartwheel’s actual efforts. Please be advised Holders of 2024A 
Notes are entitled to written notice of any equity or debt securities offerings at least 15 days prior 
to the proposed closing date of such offering. 
We also note 2024A Notes establish certain rights for Holders associated with Qualified 
Financings and any Change in Control. The rights with respect to Qualified Financings are 
governed by Section 2(a) of the 2024A Notes, while the rights with respect to any Change in 
Control are governed by Section 2(d) of the 2024A Notes. Please be advised that Holders have 
not waived any such rights pursuant to these provisions. 
We hereby demand that Cartwheel immediately provide all material information regarding its 
efforts to obtain financing, including the identity of potential investors and the materials terms 
relating to any such investment. We request this information on behalf of Mr. Wong, the Investor 
Director, and on behalf of each Major Investor entitled to such information and each Holder 
affected or potentially affected by any financing. 
Finally, Reno Seed Fund hereby demands a meeting as soon as possible to discuss these matters 
in a good faith attempt to resolve them, which we believe is in the best interests of all involved. 
We have not heard from you since Saturday, October 11, despite several attempts to connect after 
receiving your email. We are available on Thursday, November 13, at 9am PT and hope that you 
and your client are able to attend at that time. Please confirm or suggest an alternative time. 
This letter does not purport to address all matters and disputes between Holders and Cartwheel. 
Reno Seed Fund and Mr. Wong, individually and on behalf of each Holder, hereby reserve all 
rights and remedies, whether at law or in equity, with respect to the matters addressed above and 
generally in connection with the 2024A Notes and associated transactions. 
2

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SCALE 
Scott E. Wiegand | Partner 
(415) 735-5933 | scottwiegand@scalefirm.com 
Please direct further correspondence to the undersigned. 
Sincerely, 
Scott E. Wiegand

Case 26-50278-hlb      Doc91
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UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA

In re


CARTWHEEL ROBOTICS, INC ,


Debtor


Case No BK-S-26-50278-HLB
Chapter 7


RENEWED NOTICE OF CONTINUING
PROCEDURAL IMPASSE AND EMERGENCY
REQUEST FOR CLARIFICATION AND
EXTENSION OF TIME TO FILE SCHEDULES,
STATEMENT OF FINANCIAL AFFAIRS, AND
CREDITOR MAILING MATRIX

Scott LaValley, appearing pro se individually, as a secured creditor and party in interest, and as
a Court-designated responsible person under ECF No 80 for the limited purpose of seeking
clarification regarding that designation, respectfully submits this Renewed Notice of Continuing
Procedural Impasse and Emergency Request for Clarification and Extension of Time to File
Schedules, Statement of Financial Affairs, and Creditor Mailing Matrix

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This filing is submitted by Mr LaValley on his own behalf and in response to obligations imposed
on him by ECF No 80 Mr LavValley does not purport to appear as counsel for the Debtor, does
not purport to represent the Debtor, and does not purport to speak for, represent, or respond on
behalf of Samantha Conway


This Renewed Notice does not withdraw, narrow, or supersede ECF No 84 Mr LaValley
incorporates ECF No 84 by reference and renews each clarification request, procedural
objection, limitation, and request for professional support and extension stated therein This
filing is submitted only to advise the Court that the procedural impasse remains unresolved, that
the June 25, 2026 deadline is now imminent, and that additional practical obstacles have arisen
or become more urgent because no guidance has been provided


I. BACKGROUND


1 On June 11, 2026, the Court entered ECF No 80, an Order designating Mr LaValley and
Samantha Conway as persons required to act on behalf of the Debtor pursuant to Federal Rule
of Bankruptcy Procedure 9001(b)(5)


2 ECF No 80 requires Mr LaValley and Ms Conway to prepare and file the Debtor’s
bankruptcy schedules, statement of financial affairs, and creditor mailing matrix no later than
fourteen calendar days after entry of the Order


3 Mr LaValley understands the current deadline to file the schedules, statement of financial
affairs, and creditor mailing matrix to be June 25, 2026


4 On June 12, 2026, Mr LavValley filed ECF No 84, his Notice of Procedural Impasse and
Request for Clarification, Professional Support, and Extension Regarding ECF No 80


5 ECF No 84 explained that Mr LaValley was not refusing to comply with ECF No 80


6 ECF No 84 explained that Mr LaValley was attempting to comply in a lawful, accurate, and
procedurally proper manner without engaging In unauthorized corporate representation, without

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making legal admissions on behalf of the Debtor, and without certifying corporate records that
Mr LaValley does not presently have access to and cannot verify


7 More than one week has passed since ECF No 84 was filed


8 The procedural impasse remains unresolved


9 Mr LaValley has not received guidance sufficient to determine how he 1s expected to comply
with ECF No 80 without acting as corporate counsel, making legal determinations for the
Debtor, certifying unavailable or unverified corporate records, or exposing himself to personal
litigation risk


10 The deadline is now imminent


11 Mr LaValley therefore respectfully renews his request for clarification and seeks an
extension of time pursuant to Fed R Bankr P 1007(c), Fed R Bankr P 9006(b), Fed R
Bankr P 9001(b)(5), and applicable local rules


Il. ECF NO. 84 REMAINS FULLY PRESERVED


12 Mr LaValley does not seek to abandon any issue, limitation, clarification request, or request
for relief raised in ECF No 84


13 The issues identified in ECF No 84 remain unresolved, including without limitation


a Mr LaValley Is not counsel for the corporate Debtor,


b Mr LavValley is not an attorney,


c the Debtor is a corporation and generally may appear only through counsel,


d Mr LaValley does not seek to engage in the unauthorized practice of law or act as corporate
counsel,

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e Mr LaValley requires clarification whether any schedules, statement of financial affairs,
creditor matrix, declarations, notes, explanations, or related filings submitted pursuant to ECF
No 80 will be accepted as filings made by a Court-designated individual under Rule 9001(b)(5),
rather than as filings by corporate counsel,


f Mr LaValley cannot truthfully certify corporate schedules, accounting information, payroll
information, creditor information, transfer information, asset information, litigation information,
tax information, contract information, or financial information without access to the Debtor's
available source records sufficient to prepare and verify the required filings,


g Mr LaValley does not presently have access to the Debtor’s books and records, accounting
systems, payroll systems, bank records, tax records, vendor records, financial systems, asset
records, corporate records, legal files, or other materials necessary to prepare the Debtor’s
schedules, statement of financial affairs, and creditor mailing matrix,


h many relevant records may be held by third-party custodians, including QuickBooks/Intuit,
Gusto, banks, Deane Albright as CPA/accounting professional, prior counsel, corporate counsel,
payroll providers, former employees, technical custodians, cloud-service providers, asset
custodians, tax agencies, and other parties,


| the exact forms, format, supporting materials, and level of detail expected by the Trustee have
not been identified,


J appropriate accounting, bookkeeping, tax, bankruptcy, and/or legal professional support has
not been made available,


k Mr LaValley cannot be required to perform legal, accounting, bankruptcy, tax,
claims-classification, or record-certification functions that ordinarily require counsel,
accountants, or other retained professionals,


| any interim filing should be permitted to use “Unknown,” “Unavailable,” “Disputed,” “Subject to
Amendment,” or similar qualifications where information is unavailable, incomplete, disputed,
outside Mr LaValley’s personal knowledge, or cannot be professionally verified, and

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m the deadline should be extended until after the Court or Trustee provides clarification, the
Trustee obtains or identifies the available Debtor records, the Trustee tdentifies the exact forms
and format expected, the noticed unavailability period is accounted for, both designated
individuals receive direct instruction and a coordination process, and appropriate professional
support Is made available


14 This Renewed Notice is submitted because those issues remain unresolved and the

deadline is now imminent


ll. THE PRACTICAL PROBLEM IS NO LONGER
THEORETICAL


15 The practical problem is no longer theoretical


16 ECF No 80 requires two individuals, Mr LaValley and Ms Conway, to prepare and file
corporate bankruptcy schedules, a statement of financial affairs, and a creditor mailing matrix for
a corporate Chapter 7 debtor within fourteen calendar days


17 The Order does not require only Mr LaValley to act


18 It requires both designated persons to act


19 ECF No 80 does not provide forms, instructions, a process for coordination, access to
records, professional support, or clarification regarding how non-lawyer individuals are to file
corporate schedules without acting as counsel for the Debtor


20 Since entry of ECF No 80, the Trustee has not provided guidance sufficient to resolve the
procedural impasse identified in ECF No 84


21 Mr LaValley understands that Trustee’s counsel requested Ms Conway's email address
from Mr LaValley after entry of ECF No 80

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22 However, Mr LavValley ts not aware of any direct notice, service, instruction, or
communication from the Trustee or Trustee’s counsel to Ms Conway advising her how she Is
expected to participate in the preparation of the Debtor's schedules and statements before the
June 25, 2026 deadline


23 This makes the coordination problem more acute, not less


24 If Trustee’s counsel needed Ms Conway’s contact information in order to communicate with
her regarding ECF No 80, then direct communication with Ms Conway was an essential part of
making the Order workable


25 Mr LaValley cannot be expected to coordinate compliance with another Court-designated
person where he does not control that person, cannot compel that person's participation, and 1s
not aware of any direct process established by the Trustee for that person to receive instructions
or participate before the deadline


26 Mr LaValley does not control Ms Conway


27 Mr LaValley cannot compel Ms Conway’s participation


28 Mr LaValley cannot direct Ms Conway's actions


29 Mr LaValley cannot obtain information from Ms Conway by command


30 Mr LaValley cannot certify information on Ms Conway's behalf


31 If both designated individuals are expected to work together to prepare corporate
bankruptcy schedules and statements, then both designated individuals need direct notice,
direct instruction, and a clear process for coordination


32 Mr LavValley further understands that the Court has now twice asked whether the Trustee or
Trustee’s counsel reached out to Mr LaValley to discuss this case, and the answer was no both
times


33 Mr LaValley does not raise this to assign blame

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34 He raises it because the absence of direct communication has practical consequences


35 The Court has imposed obligations on Mr LaValley and Ms Conway under ECF No 80


36 Mr LaValley promptly filed ECF No 84 identifying a procedural impasse


37 The Trustee has not provided guidance sufficient to resolve that impasse


38 The Trustee did not respond to Mr LaValley’s request for subpoenaed bank records before
the continued § 341 meeting


39 As Mr LaValley understands the record, the Trustee and Trustee’s counsel have not
reached out to Mr LaValley to discuss this case despite the Court asking about that twice


40 This Is not a workable path to compliance


41 The current procedural posture is therefore internally inconsistent ECF No 80 requires two
non-lawyer individuals to prepare corporate bankruptcy filings for an unrepresented corporate
debtor, the Court has twice asked whether the Trustee or Trustee’s counsel reached out to Mr
LaValley to discuss this case, the answer was no both times, Trustee’s counsel requested Ms '
Conway’s email address, Mr LaValley is not aware of any direct instruction or coordination
process provided to Ms Conway, the Trustee has not provided guidance sufficient to resolve
ECF No 84, the Trustee did not respond to Mr LaValley’s request for subpoenaed bank
records, and the June 25, 2026 deadline is now imminent


42 No direct coordination process has been established


43 No professional support has been made available


44 No record-access protocol has been provided


45 No clarification has been issued despite the deadline now being imminent


46 That Is the impasse

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47 Mr LaValley does not seek to avoid compliance


48 He seeks a lawful and accurate means of compliance


49 But Mr LaValley cannot manufacture a functioning corporate records system, reconstruct
over-six-month-old corporate schedules from memory, compel another designated person to
participate, act as corporate counsel, perform legal functions he Is not licensed to perform, or
certify unavailable, incomplete, or unverified corporate information under penalty of perjury
simply because the fourteen-day deadline !s about to expire


IV. CARTWHEEL IS NO LONGER A FUNCTIONING BUSINESS
WITH ACTIVE RECORD-ACCESS SYSTEMS OR
PROFESSIONAL SUPPORT


50 This problem is compounded because over six months have passed since Cartwheel
ceased operations and the company stopped operating as a functioning business


51 Cartwheel is not presently operating as a staffed, funded business with active administrative
support, maintained record-access systems, available accounting support, bankruptcy counsel,
or ordinary corporate infrastructure


52 The schedules, statement of financial affairs, and creditor mailing matrix cannot be
accurately prepared from memory or from an assumption that ordinary corporate systems
remain active and accessible


53 The Issue Is not unwillingness The issue is that ECF No 80 imposes a fourteen-day
deadline on two non-lawyer individuals to prepare corporate bankruptcy filings for a
non-operating corporate debtor without clarification of filling capacity, access to source records,
a coordination process, identified forms and format, or professional support


54 That is the continuing procedural impasse

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V. THE DEADLINE IS IMMINENT AND THE REMAINING TIME
IS NOT ENOUGH


55 ECF No 80 was entered on June 11, 2026


56 Mr LaValley understands that the fourteen-calendar-day deadline imposed by ECF No 80
expires on June 25, 2026


57 Mr LaValley also has a full-time job and |s attempting to respond to these bankruptcy
obligations pro se, without corporate counsel, without accounting support, and without access to
the Debtor’s books and records


58 Even if clarification were provided immediately, the remaining time before the apparent Rule
1007 deadline ts not sufficient for a pro se individual to accurately prepare and certify corporate
Chapter 7 schedules, a statement of financial affairs, and a creditor mailing matrix for a
non-operating corporate debtor under penalty of perjury


59 The Debtor ceased operations over six months ago


60 Since then, access to records, personnel, accounting systems, payroll systems, bank
information, tax information, legal files, operational systems, vendor records, and third-party
custodians has become fragmented, unavailable, or dependent upon records held or obtainable
by the Trustee or third parties


61 The unresolved procedural capacity in which Mr LaValley is being required to act makes an
accurate, complete, and unqualified filing impossible by the current deadline


62 The issue Is not unwillingness


63 The issue Is practical impossibility, lack of access to records, lack of procedural clarity, lack
of professional support, lack of coordination with the other designated person, and the risk of
certifying corporate information that cannot be verified

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VI. CONTINUING IMPASSE REGARDING CORPORATE
REPRESENTATION

64 The Debtor ts a corporation


65 Mr LavValley is not counsel for the Debtor


66 Mr LavValley ts not an attorney


67 Mr LaValley Is not a bankruptcy attorney


68 Mr LavValley is not an accountant, bookkeeper, tax professional, claims professional, or
bankruptcy professional


69 Mr LaValley does not wish to engage in the unauthorized practice of law


70 Mr LaValley does not wish to make legal determinations for the Debtor


71 Mr LaValley does not wish to file documents in a representative legal capacity beyond what
the Court has specifically authorized


72 Mr LaValley also does not want a filing submitted in good faith in response to ECF No 80 to
be ignored, rejected, disqualified, or treated as procedurally improper because It was not filed by
corporate counsel


73 Nor does Mr LaValley want a filling submitted In good faith to be treated as a Judicial
admission by the corporate Debtor, a waiver of rights belonging to the Debtor, a waiver of rights
belonging to the estate, or an unqualified certification of corporate records that he does not have
access to and cannot verify


74 Mr LaValley therefore respectfully renews his request that the Court or Trustee clarify
exactly how Mr LaValley is expected to comply

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75 Specifically, Mr LaValley requests clarification whether any schedules, statement of financial
affairs, creditor matrix, declarations, notes, explanations, or related filings submitted pursuant to
ECF No 80 will be accepted as filings made by a Court-designated individual under Rule
9001(b)(5), notwithstanding that Mr LaValley is not corporate counsel and Is not an attorney


76 Mr LaValley also requests clarification whether he is expected to sign any such filings in his
individual capacity as a Court-designated person, rather than as counsel for the Debtor


77 Without that clarification, Mr LaValley does not know how to comply without risking either
noncompliance with ECF No 80 or improper unauthorized representation of the corporate
Debtor


Vil. PROCEDURAL CLARIFICATION AND PROTECTION ARE
NECESSARY


78 The need for clarification and procedural protection arises from the posture created by ECF
No 80


79 Mr LaValley has been designated as a person required to act on behalf of a corporate
Debtor, but he ts not an attorney, is not corporate counsel, is not bankruptcy counsel, is not an
accountant, and Is not a retained professional for the Debtor


80 Mr LaValley understands ECF No 80 to require cooperation and factual assistance in
connection with the Debtor’s bankruptcy obligations


81 Mr LaValley does not understand ECF No 80 to authonze him to act as legal counsel for
the Debtor, make legal determinations for the Debtor, create corporate legal positions, waive
rights of the Debtor or estate, certify unavailable corporate records, or expose himself to
personal litigation risk without appropriate procedural protection


82 This distinction ts critical because the continued § 341 examination and related filings have
moved beyond routine factual information gathering

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83 Petitioning Creditors have already indicated that litigation is anticipated or under
consideration


84 Petitioning Creditors’ counsel has demanded preservation of Mr LaValley’s personal Gmail
account on the stated basis that litigation is anticipated


85 Petitioning Creditors and their counsel have also advanced theories concerning insider
transfers, avoidance claims, alleged collusion, alleged control by the landlord, fiduciary-duty
issues, and potential rights and remedies against the Debtor, insiders, family creditors, and
related parties


86 Under these circumstances, Mr LaValley respectfully submits that procedural protections
are necessary before he Is required to continue in a posture where he ts simultaneously being
ordered to act for an unrepresented corporate Debtor and being questioned by creditor counsel
In a manner that may develop claims against him personally


87 Mr LaValley ts willing to answer factual questions truthfully based on personal knowledge
and presently available information


88 But he should not be required to act as the Debtor’s legal representative, accountant,
records-certification professional, or source of corporate litigation admissions while the Debtor
remains unrepresented, while source records remain unavailable, and while creditor counsel
advances theories that may later be used against him personally


Vill. RECORDS ARE NECESSARY TO SUPPORT
COMPLIANCE

89 The schedules, statement of financial affairs, and creditor mailing matrix require information
concerning the Debtor's assets, liabilities, creditors, transfers, payments, contracts, leases,
payroll, taxes, financial accounts, books and records, and financial history


90 Those filings cannot be accurately prepared from memory

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91 Mr LaValley does not presently have access to the Debtor’s books and records, accounting
systems, payroll systems, bank records, tax records, vendor records, financial systems, asset
records, corporate records, legal files, or other materials necessary to prepare the Debtor’s
schedules, statement of financial affairs, and creditor mailing matrix


92 This Is not a matter of merely supplementing incomplete records


93 Mr LaValley lacks access to the source records necessary to prepare and verify the
required filings in the first instance


94 This problem 1s compounded because over six months have passed since Cartwheel
ceased operations and the company stopped operating as a functioning business


95 After Cartwheel ceased operations and assets were assigned or surrendered to the secured
creditor/landlord, Cartwheel no longer operated as a staffed, funded, functioning business
environment with maintained accounting systems, payroll systems, cloud services, paid
software subscriptions, administrative accounts, or institutional record-access processes


96 Mr LaValley cannot presently verify which records remain accessible, which subscriptions or
systems remain active, which files are retained by third parties, which records are archived, and
which materials are unavailable without vendor support, renewed subscriptions, third-party
authorization, subpoena, or Trustee assistance


97 ECF No 80 therefore requires reconstruction of a closed company from an
over-six-month-old stopping point, not completion of schedules from live, maintained corporate
records


98 That distinction matters


99 Mr LaValley cannot truthfully certify corporate schedules, accounting information, payroll
information, creditor information, transfer information, or asset information without source
records, professional assistance, and access to the Debtor’s available source records sufficient
to prepare and verify the required filings

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100 By way of example, before the continued § 341 meeting, Mr LaValley requested access to
subpoenaed bank records so that he could prepare for questioning concerning the Debtor’s
financial history, accounts, transfers, payments, and related matters


101 The Trustee did not respond to that request


102 Mr LaValley did not receive the subpoenaed bank records before the continued § 341
meeting


103 Those same bank records are also directly relevant to preparation of the Debtor's
schedules, statement of financial affairs, and creditor mailing matrix


104 Bank records are among the core source documents necessary to identify accounts,
transfers, payments, creditors, insider transactions, deposits, balances, and other financial
information required by the bankruptcy forms


105 Mr LaValley cannot be expected to prepare or certify complete corporate financial
Information under penalty of perjury while relevant subpoenaed bank records remain
unavailable to him


106 The problem ts not merely that records may exist somewhere


107 The problem ts that records necessary to prepare accurate schedules and statements may
be In the possession, custody, control, or reach of the Trustee or third parties, while Mr LaValley
is being ordered to certify the Debtor’s financial information without access to those records


108 That ts not a workable compliance process


109 To support compliance with the Court’s Order, Mr LaValley respectfully requests that the
Trustee obtain, provide access to, or identify the Debtor’s available source records to the extent
such records are available to the Trustee or obtainable through subpoena or third-party
production


110 Those records may include, without limitation, records from QuickBooks/Intuit, Gusto, the
Debtor's banks, Deane Albright as the Debtor’s CPA or accounting professional, tax agencies,

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prior counsel, corporate counsel, payroll providers, former employees, technical custodians,
cloud-service providers, asset custodians, or other third-party custodians


111 This request includes any bank records, subpoenaed bank records, account statements,
transaction histories, cancelled checks, wire records, ACH records, deposit records, and related
financial documents obtained by, requested by, or available to the Trustee


112 Mr LaValley previously requested access to subpoenaed bank records before the
continued § 341 meeting


113 The Trustee did not respond to that request, and Mr LaValley did not receive the records


114 To the extent the Trustee has obtained or subpoenaed bank records relevant to the
Debtor's financial history, those records should be made available before Mr LaValley is
required to prepare or certify schedules and statements that depend on that information


115 Mr LaValley also requests that the Trustee identify any additional record sources the
Trustee believes Mr LaValley should review or rely upon in preparing the ordered filings


116 If records no longer exist, are unavailable, have not been maintained, are held by third
parties, are in systems no longer available to the Debtor, or cannot be accessed without vendor
support, renewed subscriptions, third-party authorization, or Trustee assistance, Mr LaValley
requests clarification that he may identify those limitations rather than attempt to reconstruct or
certify unavailable records


IX. EXACT FORMS, FORMAT, AND LEVEL OF DETAIL
SHOULD BE IDENTIFIED

117 Mr LaValley respectfully requests that the Trustee identify exactly which official bankruptcy
forms, schedules, statements, declarations, matrix format, supporting materials, and level of
detail the Trustee expects Mr LaValley to complete and file


118 Mr LaValley is not a bankruptcy attorney or bankruptcy professional

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119 Mr LaVailey is not in a position to guess which forms the Trustee expects, how those forms
should be completed, what supplemental materials should be attached, how unavailable
information should be presented, or how claims should be classified


120 To support compliance with ECF No 80, the Trustee should identify the exact forms and
format expected, including how the Trustee expects Mr LaValley to present information that is
unknown, unavailable, disputed, incomplete, not professionally verified, or outside Mr LaValley’s
knowledge or present access


X. REPEATED UNANSWERED REQUESTS HAVE
CONTRIBUTED TO THE IMPASSE


121 Repeated unanswered requests have contributed to the continuing impasse


122 Mr LaValley has attempted to raise specific procedural and record-access Issues
necessary to comply with the Court's orders and prepare for bankruptcy-related questioning


123 Those Issues include, without limitation, the unresolved procedural issues identified in ECF
No 84, the need for clarification regarding how a non-lawyer may comply with ECF No 80
without acting as corporate counsel, the need for access to subpoenaed bank records before
the continued § 341 meeting, and the need for a workable process by which both designated
Individuals may coordinate preparation of the Debtor’s schedules and statements


124 Mr LaValley has not received responses to those requests and issues


125 With respect to the subpoenaed bank records, the Trustee did not respond to Mr
LaValley’s request and the records were not provided before the continued § 341 meeting


126 With respect to ECF No 84, more than one week has passed and Mr LaValley has not
received any response or guidance regarding how he Is expected to comply with ECF No 80
before the June 25, 2026 deadline

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127 This pattern matters because the unresolved issues are not peripheral


128 They go directly to whether Mr LaValley can lawfully, accurately, and safely comply with
the obligations Imposed by ECF No 80


129 The absence of responses, records, instructions, and a coordination process should not be
converted into evidence of noncompliance by Mr LaValley


XI. PROFESSIONAL SUPPORT AND PROCEDURAL
PROTECTIONS ARE REQUIRED


130 Even if records are obtained, Mr LaValley ts not qualified to interpret accounting records,
reconcile accounts, classify claims, determine claim priorities, calculate tax obligations, or
prepare corporate bankruptcy schedules without appropriate professional assistance


131 Mr LaVailey cannot serve as corporate counsel for the Debtor because he Is not an
attorney


132 Nor can he be required to perform legal, accounting, bankruptcy, tax, claims-classification,
or record-certification functions that ordinarily require counsel, accountants, or other retained
professionals


133 Mr LaValley therefore requests that appropriate accounting, bookkeeping, tax, bankruptcy,
and/or legal professional support be made available to assist with preparation of the Debtor’s
schedules, statement of financial affairs, and creditor mailing matrix


134 Professional support is also necessary because the continued § 341 examination and
related filings have moved beyond routine information gathering


135 Petitioning Creditors have already indicated that litigation is anticipated or under
consideration

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136 Petitioning Creditors’ counsel has demanded preservation of Mr LaValley’s personal Gmail
account on the stated basis that litigation is anticipated


137 Petitioning Creditors and their counsel have also advanced theories concerning insider
transfers, avoidance claims, alleged collusion, alleged control by the landlord, fiduciary-duty
issues, and potential rights and remedies against the Debtor, insiders, family creditors, and
related parties


138 This creates a fundamental unfairness


139 Mr LaValley has been ordered to act for a corporate Debtor that has no counsel and no
funds to retain counsel


140 At the same time, creditor counsel is questioning Mr LaValley in an adversarial setting and
developing theories that may later be used against him personally


141 Mr LavValley should not be placed in the position of choosing between two unacceptable
outcomes continuing to answer aggressive or litigation-oriented questioning without counsel,
records, professional support, or procedural protections, thereby risking personal exposure, or
declining to proceed and risking an accusation of noncompliance with the Court's Order


142 Mr LavValley is willing to answer factual questions truthfully based on personal knowledge


143 But he cannot safely or fairly act as the Debtor’s legal representative, accountant, records
custodian, forensic reconstruction agent, or source of corporate litigation admissions while
creditor counsel advances adverse theories against him, Samantha Conway, family creditors,
related parties, and the Debtor


144 Mr LaValley should not be required to personally fund the Debtor's legal, accounting, tax,

or bankruptcy professionals as a condition of complying with ECF No 80


145 Nor should Mr LaValley be required to continue exposing himself personally to adversarial
litigation questioning where anything he says may later be used against him while the corporate
Debtor remains unrepresented

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146 If questioning remains limited to factual matters within Mr LaValley’s personal knowledge
or present access, Mr LaValley will continue to cooperate in good faith


147 If the questioning instead becomes aggressive, accusatory, or directed toward building
Irtigation claims against Mr LaValley, Samantha Conway, family creditors, related parties, or the
Debtor, then Mr LaValley respectfully submits that the parties are at a complete procedural
impasse unless and until the Debtor ts provided corporate counsel, appropriate professional
support, and adequate procedural protections


148 Mr LaValley does not seek to obstruct the Trustee’s investigation


149 He seeks a fair and lawful mechanism for compliance that does not require him to
personally fund the Debtor’s representation, perform legal functions he Is not licensed to
perform, create corporate legal positions, certify reconstructed records, or expose himself to
adversarial litigation questioning without counsel or procedural protections


Xil. THE ABSENCE OF GUIDANCE SHOULD NOT BECOME
EVIDENCE OF NONCOMPLIANCE


150 Without clarification and an extension, ECF No 80 places Mr LaValley in an impossible
position


151 He must either file incomplete and potentially misleading corporate schedules without
records, counsel, professional support, or coordination with the other designated person, or
decline to do so and risk being characterized as noncompliant


152 That ts not a workable compliance mechanism


153 Itis the precise procedural impasse Mr LaValley identified in ECF No 84, now made
urgent by the Trustee’s silence and the approaching June 25, 2026 deadline


154 The Court should not permit the absence of guidance to become evidence of
noncompliance

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155 Mr LaValley raised the impasse promptly


156 The deadline is now imminent


157 The Trustee has not provided a workable mechanism for compliance, has not responded to
Mr LaValley’s request for subpoenaed bank records, and has not responded to ECF No 84 or
otherwise provided guidance regarding how Mr LaValley is expected to comply with ECF No
80


158 The Court should not permit unanswered requests for guidance, unanswered requests for
records, and the absence of a workable coordination process to become the basis for alleging
refusal, obstruction, bad faith, or willful noncompliance


159 Under these circumstances, any failure to file complete, unqualified corporate schedules by
June 25, 2026 should not be treated as refusal, obstruction, bad faith, or willful noncompliance


160 Mr LaValley respectfully submits that if the Court intends for him to file schedules based
only on personal knowledge and presently available records, the Court should expressly permit
a limited, qualified, and preliminary filing using “Unknown,” “Unavailable,” “Disputed,” “Subject to
Amendment,” or similar limitations where appropriate


161 Mr LaValley also respectfully requests confirmation that any such limited filing will not
constitute a certification of complete corporate records, a waiver of rights, a judicial admission
by the Debtor, or an admission by Mr LaValley personally


Xlll. REQUEST FOR EXTENSION

162 Mr LaValley respectfully requests that the deadline to file the schedules, statement of
financial affairs, and creditor mailing matrix be extended until fourteen days after all of the
following have occurred

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a the Court or Trustee clarifies the procedural mechanism by which Mr LaValley may submit
filings required by ECF No 80 without acting as corporate counsel or engaging in unauthorized
representation of the Debtor,


b the Court or Trustee clarifies whether filings submitted by Mr LaValley pursuant to ECF No
80 will be accepted as filings made by a Court-designated individual under Rule 9001(b)(5),
notwithstanding that Mr LaValley is not corporate counsel and Is not an attorney,


c the Trustee obtains, provides access to, or identifies the available Debtor records necessary
to prepare those filings, including records from QuickBooks/Intuit, Gusto, bank accounts, Deane
Albright as CPA/accounting professional, tax agencies, prior counsel, corporate counsel, payroll
providers, cloud-service providers, former employees, technical custodians, asset custodians, or
other custodians,


d the Trustee provides access to any subpoenaed bank records, account statements,
transaction histories, cancelled checks, wire records, ACH records, deposit records, and related
financial documents obtained by, requested by, or available to the Trustee,


e the Trustee identifies the exact forms, schedules, statements, declarations, creditor matrix
format, supporting materials, and manner in which he expects the information to be presented,


f the filed periods of unavailability are accounted for,


g both designated individuals receive direct notice and clear instructions regarding their
respective responsibilities, coordination process, and limitations,


h appropriate professional support is made available, and


| the Court clarifies whether any interim filing may be expressly preliminary, limited, qualified,
and subject to amendment


163 In the alternative, if the Court requires a filing before records are obtained or made
available, instructions are provided, exact forms are identified, Mr LaValley's capacity Is
clarified, and professional support is available, Mr LaValley requests clarification that any filing
may be expressly preliminary, prepared only from information actually known or reasonably

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available to him, not a certification of complete corporate books and records, and subject to
amendment after source records, professional assistance, or additional third-party productions
become available


164 Mr LaValley further requests clarification that any such preliminary filing may use
“Unknown,” “Unavailable,” “Disputed,” “Subject to Amendment,” or similar limitations where the
required information Is not presently available, cannot be professionally verified, is disputed, Is
outside Mr LaValley’s personal knowledge, or cannot be properly classified without professional
assistance


XIV. CONCLUSION


165 Mr LaValley does not seek to avoid compliance with ECF No 80


166 Mr LaValley seeks clarification of the procedural mechanism necessary to comply


167 The central issue is that Mr LaValley has been ordered to help prepare and file corporate
Debtor documents, while also understanding that the corporate Debtor cannot appear without
counsel, that Mr LaValley is not counsel for the Debtor, and that Mr LaValley is not an attorney


168 The current posture also requires two designated individuals to act, yet Mr LaValley cannot
compel the participation of Ms Conway, cannot certify information on her behalf, and Is not
aware of any direct process established by the Trustee for both designated persons to
coordinate compliance before the June 25, 2026 deadline


169 Over six months have passed since Cartwheel ceased operations


170 Cartwheel is not presently operating as a staffed, funded business with active
administrative support, maintained record-access systems, available accounting support,
bankruptcy counsel, or ordinary corporate infrastructure


171 Mr LaValley does not presently have access to the source records necessary to prepare,
verify, and certify complete bankruptcy schedules and statements

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172 Mr LaValley respectfully submits that he cannot be required to reconstruct
over-six-month-old corporate records from memory, fragments, and unavailable systems, and
then certify them as complete corporate filings without clarification, records, professional
support, and protection against being forced into a role he is not licensed, authorized, funded, or
professionally qualified to perform


173 The Court should not permit the approaching deadline to convert an unresolved procedural
Impasse into an accusation of noncompliance


174 Mr LaValley raised the impasse promptly


175 The impasse remains unresolved


176 The deadline is now imminent


177 The Trustee has not provided a workable mechanism for compliance, has not responded to
Mr LaValley’s request for subpoenaed bank records, and has not responded to ECF No 84 or
otherwise provided guidance regarding how Mr LaValley is expected to comply with ECF No
80


178 Mr LaValley therefore respectfully requests that the Court clarify how he is expected to
comply without engaging in unauthorized representation of the Debtor and without having any
good-faith filing rejected because it was not submitted by corporate counsel


179 Mr LaValley further requests that the deadline to file the Debtor’s schedules, statement of
financial affairs, and creditor mailing matrix be extended until fourteen days after the Court or
Trustee clarifies the procedural mechanism for filing, the Trustee obtains, provides access to, or
identifies the necessary records, the Trustee provides access to subpoenaed bank records, the
Trustee identifies the exact required forms and format, the noticed unavailability period is
accounted for, both designated individuals receive direct notice and clear instructions, and
appropriate professional support is made available


180 Alternatively, Mr LaValley requests clarification that any required interim filing may be
preliminary, limited to information actually known or reasonably available to him, not a

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certification of complete corporate books and records, and may use “Unknown,” “Unavailable,”
“Disputed,” or “Subject to Amendment” where necessary


WHEREFORE, Mr LaValley respectfully requests that the Court enter an order


1 clarifying the scope and capacity of Mr LaValley’s obligations under ECF No 80,


2 clarifying that Mr LaValley is not being required to act as corporate counsel, legal
representative, accountant, tax professional, bankruptcy professional, claims-classification
professional, or records-certification professional for the Debtor,


3 clarifying whether any filings submitted by Mr LaValley pursuant to ECF No 80 will be
accepted as fillings made by a Court-designated individual under Federal Rule of Bankruptcy
Procedure 9001(b)(5),


4 extending the June 25, 2026 deadline to file the Debtor's schedules, statement of financial
affairs, and creditor mailing matrix,


5 permitting any interim filing to be preliminary, qualified, limited to personal knowledge and
reasonably available records, and subject to amendment,


6 authorizing use of “Unknown,” “Unavailable,” “Disputed,” “Subject to Amendment,” or similar
limitations where information is unavailable, incomplete, disputed, outside Mr LaValley’s
personal knowledge, or cannot be professionally verified,


7 directing or authorizing the Trustee to obtain, provide access to, or identify necessary records
from third-party custodians,


8 directing the Trustee to provide access to subpoenaed bank records, account statements,
transaction histories, cancelled checks, wire records, ACH records, deposit records, and related
financial documents obtained by, requested by, or available to the Trustee,


9 requiring that both designated individuals receive direct notice and clear instructions
regarding their respective obligations and coordination process,

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10 making appropriate professional support available,


11 imposing appropriate procedural protections if questioning or required filings move beyond
factual matters within Mr LaValley’s personal knowledge and present access, including
limitations or conditions necessary to avoid unfair prejudice while the corporate Debtor remains
unrepresented, and


12 granting such other and further relief as the Court deems Just and proper


Dated June 23, 2026


Respectfully submitted,


     Sie Lath,
Scott LaValley, Pro Se
Individually, as Secured Creditor and Party in Interest,
and as Court-Designated Responsible Person under ECF No 80
for the Limited Purpose of Seeking Clarification


lavalley scott@gmail com

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