Cartwheel Robotics Bankruptcy Case Archive

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

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,

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,

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

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

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

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.

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.

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.

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.

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.

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.

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.

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;

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

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;

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

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

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

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

Case 26-50278-hlb

Doc 65
Entered 05/20/26 15:29:43

Page 1 of 7
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

Case 26-50278-hlb

Doc 65
Entered 05/20/26 15:29:43

Page 2 of 7
(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

Case 26-50278-hlb

Doc 65
Entered
Entered 05/20/26 15:29:43

Page
Page 3 of 7
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

Case 26-50278-hlb

Doc 65
Entered 05/20/26 15:29:43

Page 4 of 7
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

Case 26-50278-hlb

Doc 65
Entered 05/20/26 15:29:43

Page 5 of 7
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

Case 26-50278-hlb

Doc 65
Entered
Entered 05/20/26 15:29:43

Page
Page 6 of 7
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,

Case 26-50278-hlb

2

Doc 65
Entered 05/20/26 15:29:43

Page 7 of 7
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

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]

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.

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?

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.

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]

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.

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.

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

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

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?

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.

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

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]

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]

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

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.

[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?

[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]

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.

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

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.

[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.

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

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

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.

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.

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.

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

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,

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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

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

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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;

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;

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.

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

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;

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.

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.

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;

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

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

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;

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

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.

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;

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.

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,

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]

Case 26-50278-hlb

Doc 90
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

Case 26-50278-hlb

1

Doc 90
Entered 06/22/26 12:15:20

Page 2 of 109
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

Case 26-50278-hlb

Doc 90
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 4 of 109
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

Feb 7, 2024

Event

| 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
Page 4 of 45

7 TT

—— ——_—__-

Case 26-50278-hlb

| Aug 2024

Doc 90
Entered 06/22/26 12:15:20

Page 5 of 109
_ 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

Mar 2025

! Engineered Arts expresses interest ina potential acquisition transaction and discussions

|

ee

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)

Page 5 of 45

—_

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 6 of 109
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

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

|
1 Oct 2025

CEO and engineering personnel travel to the Bay Area to demonstrate the robot prototype

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

Page 6 of 45

Case 26-50278-hlb

Sep-Dec 2025

Doc 90
Entered 06/22/26 12:15:20

Page 7 of 109
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 Wongaffiliated 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

Page 7 of 45

Case 26-50278-hlb

Doc 90

Entered 06/22/26 12:15:20

Page 8 of 109
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

Page 8 of 45

Case 26-50278-hlb

7

Doc 90
Entered 06/22/26 12:15:20

Page 9 of 109
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

Page 9 of 45

Case 26-50278-hlb

2

Doc 90
Entered 06/22/26 12:15:20

Page 10 of 109
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

Page 10 of 45

Case 26-50278-hlb

Doc 90
Doc90

Entered 06/22/26 12:15:20

Page 11 of 109
10 Whether Cartwheel became trapped between investor categories as a result of the reduced valuation
11 Whether the reduced valuation negatively affected investor perception of Cartwheel's technology,

market position, growth prospects, or strategic significance
12 Whether actions by investors, counsel, or other parties contributed to a reduction in enterprise value

prior to the investment transaction
13 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
14 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)
15 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

16 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
17 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
18 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

Page 11 of 45

Case 26-50278-hlb

C

Doc 90
Entered 06/22/26 12:15:20

Page 12 of 109
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
Page 12 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 13 of 109
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

Page 13 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 14 of 109
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

Page 14 of 45

Case 26-50278-hlb

5

Doc 90
Entered 06/22/26 12:15:20

Page 15 of 109
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
Page 15 of 45

Case 26-50278-hlb

2

Doc90
90 _ Entered 06/22/26 12:15:20

Page 16 of 109
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 decisionmaking 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

Page 16 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 17 of 109
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

Page 17 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 18 of 109
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-

Page 18 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 19 of 109
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
10 Whether the governance structure established by the ACO! provided a practical mechanism for
shareholders, directors, noteholders, or the company to address disputes involving the investordesignated 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
11 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
12 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
13 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

Page 19 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 20 of 109
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

Page 20 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 21 of 109
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

Page 21 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 22 of 109
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

Page 22 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 23 of 109
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

Page 23 of 45

Case 26-50278-hlb

8

Doc 90
Entered 06/22/26 12:15:20

Page 24 of 109
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

Page 24 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 25 of 109
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
10 Whether communications existed among petitioning creditors demonstrating coordinated action with
respect to governance disputes, financing negotiations, acquisition opportunities, creditor remedies, or

bankruptcy strategy
11 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
12 Whether creditors, investors, directors, officers, counterparties, or prospective transaction partners
reasonably understood the degree of common control existing among entities associated with Gene
Wong

13 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
14 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
15 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

Page 25 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 26 of 109
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 coInvestment 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 RSFaffiliated 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

Page 26 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 27 of 109
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
Page 27 of 45

Case 26-50278-hlb

4

Doc 90
Entered 06/22/26 12:15:20

Page 28 of 109
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,

Page 28 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 29 of 109
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

Page 29 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 30 of 109
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

Page 30 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 31 of 109
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
10 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
11 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
12 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
13 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

Page 31 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 32 of 109
14 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
15 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
16 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
17 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
18 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
19 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)
20 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
21 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
22 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

Page 32 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 33 of 109
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

Page 33 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 34 of 109
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

Page 34 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 35 of 109
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

(o)

advice relating to governance issues

e

Investor Disclosure and Communications
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

Page 35 of 45

Case 26-50278-hlb

e

Doc 90
Entered 06/22/26 12:15:20

Page 36 of 109
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

m

such authority, and the preparation, review, authorization, or filing of the involuntary petition

e

Engineered Arts, Strategic Alternatives, and Bridge Financing
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 37 of 109
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!

Page 37 of 45

Case 26-50278-hlb

Doc 90
Doc90

Entered 06/22/26 12:15:20

Page 38 of 109
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, investorcontrol 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
Page 38 of 45

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Exhibit A — Email Introduction of Gene Wong by Craig Macy

Page 39 of 45

Page 39 of 109
Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 40 of 109
&® 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 ofjust 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)

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Exhibit B — Original RSF Financing Term Sheet

Page 40 of 45

Page 41 of 109
Case 26-50278-hlb Doc
90 Entered 06/22/26 12:15:20
Doc90_
DocuSign Envelope ID F34D82B7-11CB-4EGA-8F51-D07802194E1C

Page 42 of 109
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

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”)

Investors

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
Amount Raised

$2,500,000 up to $5,000,000, which amount can be increased

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 43 of 109
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

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
Use of Proceeds

Funds will be utilized for the completion of the entertainment MVP
and for growing the Company's revenues from their existing products
and services

Minimum Investment

$50,000 per Investor, subject to the Company’s right to receive lesser
amounts upon subject to consent of Lead Investor

Price Per Share

To be determrined based on the capitalization of the Company set
forth in a capitalization table aceeptable to Investor (the “Original
Purchase Price’)

Pre-Money Valuation

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

Dividends

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

Liquidation Preference

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,

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 44 of 109
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

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
Voting Rights

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
Protective Provisions

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 45 of 109
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

the Board of Directors,

(v)

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,

(v1)

guarantee any indebtedness except for trade accounts of
the Company or any subsidiary arising in the ordinary
course of business,

(v11)

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,

(vil)

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,

(1x)

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,

(x)

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,

(x1)

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,
(x11)

hire, fire, or change the compensation of the executive
officers, including approving any option grants,

(x11)

change the principal business of the Company, enter new
lines of business, or exit the current line of business, or

(xiv)

Optional Conversion

sell, assign, license, pledge or encumber material
technology or intellectual property, other than licenses
granted in the ordinary course of business

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 46 of 109
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

below under “Anti-dilution Provisions ”
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

B
C

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)
= Aggregate consideration recerved by the Corporation
with respect to the new issue divided by CP}
= Number of shares of stock issued in the subject
transaction

Redemption Rights

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

Case 26-50278-hlb Doc
90 Entered 06/22/26 12:15:20
Doc90_
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

Page 47 of 109
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
Warranties

Standard representations and warranties by the Company
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 48 of 109
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

INVESTORS’ RIGHTS AGREEMENT
Registration Rights

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 49 of 109
DocuSign Envelope ID _F34D82B7-11CB-4E6A-8F51-D07802194E1C

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
Information Rights

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
Right to Participate Pro Ratan

Future Rounds

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

Non-Disclosure and
Developments Agreement

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

Board Matters

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 50 of 109
DocuSign Envelope ID F34D82B7-11CB-4E6A-8F51-D07802194E1C

Key Person Insurance

Company to acquire life insurance on Scott LaValley for $5,000,000
Proceeds payable to the Investors

RIGHT OF FIRST REFUSAL/CO-SALE AGREEMENT
Right of First Refusal/
Right of Co-Sale

(Take-Me-Along)

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
Board of Directors

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
Drag Along

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

Case 26-50278-hlb

Doc 90
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-

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 52 of 109
DocuSign Envelope ID: F34D82B7-11CB-4E6A-8F51-D07802194E1C

COMPANY:

CARTWHEEL ROBOTICS, INC.
DocuSigned by:

By: | Seat LaValle
§4DED711695C427
...

Name: Scott LaValley
Title: | Chief Executive Officer

LEAD INVESTOR:

FUND I, A SERIES OF RENO SEED ADVISORS, LP
DocuSigned by:

By: ein
COAC3D9767F D437... °

Name:

Gene Wong

Title:

Manager

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Exhibit C — Revised RSF Convertible Note Term Sheet

Page 41 of 45

Page 53 of 109
Case 26-50278-hlb

Doc 90
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

Cartwheel Robotics, Inc , a Delaware corporation (the “Company”)

Securities Offerred

Convertible promissory notes (the “Notes”) having the terms
described below

Closing Date

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”)

Conditions to Closing

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

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

Case 26-50278-hlb Doc
90 Entered 06/22/26 12:15:20
Doc90_
DocuSign Envelope ID E72A3EB4-F089 49F0-95F3-74A8F83761A4

Page 55 of 109
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
Amount Raised

$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
Use of Proceeds and
Milestones

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
existing products and services
Minimum Investment

Company’s

$25,000 per Investor, subject to the Company’s right to receive lesser

Case 26-50278-hlb Doc90
90 Entered 06/22/26 12:15:20
DocuSign Envelope ID E72A3EB4-F089 49F0 95F3-74A8F83761A4

Page 56 of 109
amounts upon subject to consent of Lead Investor
CHARTER AND BYLAWS
Board of Directors

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”)
Protective Provisions

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 57 of 109
DocuSign Envelope ID E72A3EB4-F089 49F0 95F3-74A8F83761A4

the terms of an employee stock or option plan approved by
the Board of Directors,

(v)

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,

(v1)

guarantee any indebtedness except for trade accounts of
the Company or any subsidiary arising in the ordinary
course of business,

(v1)

create or authorize the creation of or issue any other
security convertible into or exercisable for any equity
security,

(vin)

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,

(1x)

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,

(x)

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,

(xi)

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,
(xu)

hire, fire, or change the compensation of the executive

officers, including approving any option grants,
(xin)

change the principal business of the Company, enter new
lines of business, or exit the current line of business, or

(x1v)

sell,

assign,

license,

pledge

or

encumber material

technology or intellectual property, other than licenses
granted in the ordinary course of business
PROMISSORY NOTE
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 i Reno, Nevada within the 90-day period
immediately following the First Closing Date, unless that deadline 1s

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 58 of 109
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4

otherwise extended by mutal agreement
Maturity

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’)

Interest

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

Future Notes

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

Pro Rata Rights

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

Conversion at Qualified
Financing

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 59 of 109
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4

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
Optional Conversion at
non-Qualified Financing

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

Conversion at Maturity

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

Case 26-50278-hlb Doc90
90 Entered 06/22/26 12:15:20
DocuSign Envelope ID E72A3EB4-F089 49FO 95F3-74A8F83761A4

Page 60 of 109
Notes or other indebtedness)

Change of Control

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)

Prepayment

The principal and accrued interest may not be prepaid unless
approved in writing by the Majority Holders

Security

The Notes shall be unsecured obligations of the Company

Counsel and Expenses

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)

GOVERNANCE
Information Rights

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
Non-Disclosure and

Each current and former Founder, employee and consultant will enter

Developments Agreement

into a non-disclosure and proprietary rights assignment agreement in
a form reasonably acceptable to the Investors

Board Matters

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 61 of 109
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4

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
OTHER MATTERS
Confidentiality

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
Expiration

This Term Sheet expires on close of business, June 26, 2024 if not

accepted by the Company by that date
[Signatures on next page]

Case 26-50278-hlb

Doc 90

Entered 06/22/26 12:15:20

Page 62 of 109
DocuSign Envelope ID: E72A3EB4-F089-49F0-95F3-74A8F83761A4

COMPANY:

CARTWHEEL ROBOTICS, INC.
DocuSigned by:

By: | Salt LaValle
54DED711695C427...

LEAD INVESTOR:

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

Case 26-50278-hlb Doc90
90 Entered 06/22/26 12:15:20
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4

Page 63 of 109
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 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

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 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

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 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

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

INVESTOR RIGHTS
Right to maintain
proportionate ownership

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 64 of 109
DocuSign Envelope ID E72A3EB4-F089-49F0-95F3-74A8F83761A4

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
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 nights will terminate
upon an initial public offering

MFN

The Company will grant to the Investors most favored nation status with
regard to future transactions until the consummation of a Series A
Fimancing

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Exhibit D — Executed Convertible Note

Page 42 of 45

Page 65 of 109
Case 26-50278-hlb

Doc 90
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 67 of 109
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)
Major Investor the following

Financial Statements and Reports The Company shall deliver to each

(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, nonsolicit 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

Case 26-50278-hlb

Doc 90
Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC

2

Entered 06/22/26 12:15:20

Page 68 of 109
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))

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 69 of 109
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

Case 26-50278-hlb Doc
90 Entered 06/22/26 12:15:20
Doc90_
Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC

Page 70 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 71 of 109
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

Case 26-50278-hlb Doc 90 Entered 06/22/26 12:15:20
Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC

Page 72 of 109
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
such term is defined m Rule 501 under the Act

The Holder 1s an “accredited investor” as

(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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 73 of 109
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 ofDefault”
(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)
notice of dishonor

Waivers The Company hereby waives demand, notice, presentment, protest and

(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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 74 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 75 of 109
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

Case 26-50278-hlb Doc
90 Entered 06/22/26 12:15:20
Doc90
Docusign Envelope ID F67E4AB4-142E-4D0C-BFAA-561B3B8572EC

Page 76 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 77 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 78 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 79 of 109
Docusign Envelope ID _F67E4AB4-142E-4D0C-BFAA-561B3B8572EC

Exhibit A
TERMS OF SERIES PREFERRED
Securities
Liquidation preference

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 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
proportionate ownership

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 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 asconverted 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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 80 of 109
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

Case 26-50278-hlb

Exhibit

Doc 90
Entered 06/22/26 12:15:20

E- Amended and Restated Certificate of Incorporation (ACOl)

Page 43 of 45

Page 81 of 109
Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 82 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 83 of 109
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

Case 26-50278-hlb Doc
90 Entered 06/22/26 12:15:20
Doc90_
Docusign Envelope ID 9AC93462-A4BE-428B-94CE-04815CCA093F

Page 84 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 85 of 109
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,

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 86 of 109
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 equitylinked) 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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 87 of 109
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
provide

Elections of directors need not be by written ballot unless the Bylaws so

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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 88 of 109
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
*

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Exhibit F — Bridge Financing Term Sheet Draft Containing Apparent CEO Signature

Page 44 of 45

Page 89 of 109
Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 90 of 109
& 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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 91 of 109
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

Closing Date

Simple Agreement For Future Equity (SAFE)
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

Investors

Results of continued due diligence are acceptable to the
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 92 of 109
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 ofDirectors

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

Page 2 of 15

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 93 of 109
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

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,
11

amend, alter or repeal any provision of the Certificate
of Incorporation or Bylaws 1n a manner adverse to
the Investors,

lil

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,

lV

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

Page 3 of 15

Case 26-50278-hlb

Doc
Doc 90

Entered 06/22/26 12:15:20

Page 94 of 109
Confidential Term Sheet

subsidiary assets,
Vi

guarantee any indebtedness except for trade accounts
of the Company or any subsidiary arising in the
ordinary course of business,

vu

create or authorize the creation of or issue any other
security convertible into or exercisable for any equity
security,

Vill

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 Boardapproved budget, other than trade credit incurred in
the ordinary course of business,
Xi

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,

Xi

hire, fire, or change the compensation of the
executive officers, including approving any option
grants,

XU

change the principal business of the Company, enter
new lines of business, or exit the current line of
busmess, or

XIV

sell, assign, license, pledge or encumber material
technology or intellectual property, other than licenses
granted in the ordinary course of business, or

XIV

sell, assign, license, pledge or encumber material
technology or intellectual property, other than
licenses granted m the ordinary course of business

Page 4 of 15

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 95 of 109
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

Page 5 of 15

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 96 of 109
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

Page 6 of 15

Case 26-50278-hlb

Doc 90

Entered 06/22/26 12:15:20

Page 97 of 109
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

Page 7 of 15

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 98 of 109
Confidential Term Sheet

COMPANY

LEAD INVESTOR

CARTWHEEL ROBOTICS, INC

Name

Scott LaValley

Title

Chief Executive Officer

FUND I, A SERIES OF RENO SEED ADVISORS, LP

Name Eugene Wong
Title Manager

Page 8 of 15

Case 26-50278-hlb

Exhibit A

Doc 90
Entered 06/22/26 12:15:20

Page 99 of 109
Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 100 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 101 of 109
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

Page 11 of 15

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 102 of 109
Confidential Term Sheet

“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,

Page 12 of 15

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 103 of 109
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

Case 26-50278-hlb

Doc 90
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

Case 26-50278-hlb

Doc 90 _ Entered 06/22/26 12:15:20

Page 105 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Exhibit G —- Demand Letter Regarding Governance Disputes

Page 45 of 45

Page 106 of 109
Case 26-50278-hlb

Doc 90
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 108 of 109
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

Case 26-50278-hlb

Doc 90
Entered 06/22/26 12:15:20

Page 109 of 109
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

Doc 91
Entered 06/23/26 12:00:38
12:00:38 Page 1 of
of 25

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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 2 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 3 of 25
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,

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 4 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 5 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 6 of 25
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

Case 26-50278-hlb

Doc 91
Entered
Entered 06/23/26 12:00:38

Page 7 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 8 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 9 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 10 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 11 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 12 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 13 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 14 of 25
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,

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 15 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 16 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 17 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 18 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 19 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 20 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 21 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 22 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 23 of 25
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

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 24 of 25
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,

Case 26-50278-hlb

Doc 91
Entered 06/23/26 12:00:38

Page 25 of 25
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

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 1 of 33

Fill in this information to identify the case:
Debtor name Cartwheel Robotics, Inc.
District of Nevada

United States Bankruptcy Court for the:_

(State)

Q Check if this is an

Case number (If known): BK-S-26-50278-HLB

amended filing

Official Form 206A/B
Schedule A/B: Assets — Real and Personal Property 12/15
Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest. Include
all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties which have
no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts or unexpired
leases. Also list them on Schedule G: Executor/ Contracts and Unexpired Leases (Official Form 206G).
Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write
the debtor's name and case number (if known). Also identify the form and line number to which the additional information applies. If an
additional sheet is attached, include the amounts from the attachment in the total for the pertinent part.
For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset
schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the
debtor's interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form.

Cash and cash equivalents
1. Does the debtor have any cash or cash equivalents?
Q No. Go to Part 2.
Yes. Fill in the information below.
All cash or cash equivalents owned or controlled by the debtor

Current value of debtor's
interest

$ Unknown

2. Cash on hand
3. Checking, savings, money market, or financial brokerage accounts (Identify all)
Name of institution (bank or brokerage firm) Type of account

Last 4 digits of account number

3.1. See Attachment

$5.259.37

3.2.

4. Other cash equivalents (Identify all)

$None

4.1.

4.2.

5. Total of Part 1
Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

$5,259.37

Deposits and prepayments
6. Does the debtor have any deposits or prepayments?
13 No. Go to Part 3.
Q Yes. Fill in the information below.
Current value of
debtor's interest
7. Deposits, including security deposits and utility deposits
Description, including name of holder of deposit
7.1.
7.2._

Official Form 206A/B

Schedule A/B: Assets—Real and Personal Property

page 1

Case 26-50278-hlb

Debtor Cartwheel Robotics, Inc.

Doc 96

Entered 08/13/26 11:40:51

Page 2 of 33

Case number vtknown)Dt\~S>~^.0~0\JZ,l 0-_\

8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent
Description, including name of holder of prepayment
8.1.
8.2._

9. Total of Part 2.

Add lines 7 through 8. Copy the total to line 81.

Accounts receivable
10. Does the debtor have any accounts receivable?
El No. Go to Part 4.
Yes. Fill in the information below.
Current value of debtor's
interest
11. Accounts receivable
->

11a. 90 days old or less:
face amount

doubtful or uncollectible accounts

face amount

doubtful or uncollectible accounts

-^

11b. Over 90 days old:

12. Total of Part 3
Current value on lines 11a+ 11b=line 12. Copy the total to line 82.

Investments
13. Does the debtor own any investments?
13 No. Go to Part 5.
l-l Yes. Fill in the information below.
Valuation method Current value of debtor's
used for current value interest
14. Mutual funds or publicly traded stocks not included in Part 1
Name of fund or stock:
14.1.
14.2.

15. Non-publicly traded stock and interests in incorporated and unincorporated businesses,
including any interest in an LLC, partnership, or joint venture
Name of entity:

% of ownership:

15.1._

_%

15.2._

_%

16. Government bonds, corporate bonds, and other negotiable and non-negotiable
instruments not included in Part 1
Describe:
16.1._

16.2._

17. Total of Part 4
Add lines 14 through 16. Copy the total to line 83.

Official Form 206A/B

Schedule A/B: Assets—Real and Personal Property

page 2

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 3 of 33

Debtor Cartwhed RobotiCS, Inc. Case number (Mno,y.)BK-S-26-50278-HLB

Inventory, excluding agriculture assets
18. Does the debtor own any inventory (excluding agriculture assets)?
0 No. Go to Part 6.
Q Yes. Fill in the information below.
General description Date of the last Net book value of Valuation method used Current value of
physical inventory debtor's interest for current value debtor's interest

(Where available)
19. Raw materials
MM / DD / YYYY

20. Work in progress
MM /DD/YYYY

21. Finished goods, including goods held for resale
MM /DD/YYYY

22. Other inventory or supplies
MM /DD/YYYY

23. Total of Part 5
Add lines 19 through 22. Copy the total to line 84.
24. Is any of the property listed in Part 5 perishable?

Q No
Q Yes
25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed?

Q No
Yes. Book value Valuation method Current value
26. Has any of the property listed in Part 5 been appraised by a professional within the last year?

Q No
Q Yes
Farming and fishing-related assets (other than titled motor vehicles and land)
27. Does the debtor own or lease any farming and fishlng-related assets (other than titled motor vehicles and land)?
0 No. Go to Part 7.
Yes. Fill in the information below.
General description Net book value of Valuation method used Current value of debtor's
debtor's interest for current value interest
(Where available)
28. Crops—either planted or harvested

29. Farm animals Examples: Livestock, poultry, farm-raised fish

30. Farm machinery and equipment (Other than titled motor vehicles)

31. Farm and fishing supplies, chemicals, and feed

32. Other farming and fishing-related property not already listed in Part 6

Official Form 206A/B Schedule A/B: Assets—Real and Personal Property page 3

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 4 of 33

Cartwheel RobotiCS, Inc. Case number wtno»n)BK-S-26-50278-HLB

Debtor

33. Total of Part 6.
Add lines 28 through 32. Copy the total to line 85.
34. Is the debtor a member of an agricultural cooperative?

l-l No
LI Yes. Is any of the debtor's property stored at the cooperative?

Q No
a Yes
35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?

Q No
1—1 Yes. Book value $ Valuation method Current value $
36. Is a depreciation schedule available for any of the property listed in Part 6?

Q No
a Yes
37. Has any of the property listed in Part 6 been appraised by a professional within the last year?

Q No
a Yes

Office furniture, fixtures, and equipment; and collectibles
38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?
0 No. Go to Part 8.
Yes. Fill in the information below.
General description Net book value of Valuation method Current value of debtor's
debtor's interest used for current value interest
(Where available)
39. Office furniture

40. Office fixtures

41. Office equipment, including all computer equipment and
communication systems equipment and software

42. Collectibles Examples: Antiques and figurines; paintings, prints, or other
artwork; books, pictures, or other art objects; china and crystal; stamp, coin,
or baseball card collections; other collections, memorabilia, or collectibles

42.1_
42.2_

42.3__

$

43. Total of Part 7.
Add lines 39 through 42. Copy the total to line 86.
44. Is a depreciation schedule available for any of the property listed in Part 7?

Q No
Q Yes
45. Has any of the property listed in Part 7 been appraised by a professional within the last year?

Q No
a Yes
Official Form 206A/B Schedule A/B: Assets — Real and Personal Property page 4

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 5 of 33

Debtor Cartwheel Robotics, Inc. _ Case number w*noivn)BK-S-26-50278-HLB

Machinery, equipment, and vehicles
46. Does the debtor own or lease any machinery, equipment, or vehicles?
0 No. Go to Part 9.
Q Yes. Fill in the information below.

General description Net book value of Valuation method used Current value of
debtor's interest for current value debtor's interest
Include year, make, model, and identification numbers (i.e., VIN,

HIM, or N-number)

(Where available)

47.1_ $_ _ $_
47.3_
$_
_
$_
47.4_ $_ _ $_

47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles

47.2 ^^^^^^^^^^^^ _^^^^^^^ _ $_ _ $_
48. Watercraft, trailers, motors, and related accessories Examples: Boats,

48.1_
$_
48.2__ $_
trailers, motors, floating homes, personal watercraft, and fishing vessels

49. Aircraft and accessories
49.1,
49.2_

50. Other machinery, fixtures, and equipment (excluding farm
machinery and equipment)

51. Total of Part 8.
Add lines 47 through 50. Copy the total to line 87.

52. Is a depreciation schedule available for any of the property listed in Part 8?

1-1 No
a Yes
53. Has any of the property listed in Part 8 been appraised by a professional within the last year?

a No
a Yes

Official Form 206A/B Schedule A/B: Assets — Real and Personal Property page 5

Case 26-50278-hlb

Cartwheel Robotics, Inc.

Debtor

Doc 96

Entered 08/13/26 11:40:51

Page 6 of 33

Case number (,ftao>vn)BK-S-26-50278-HLB

Real property
54. Does the debtor own or lease any real property?
13 No. Go to Part 10.
Q Yes. Fill in the information below.
55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest
Description and location of property Nat,UILeand e.xte"L Ne^ookYalue-of
Include street address or other description such as of debtor's interest debtor's interest

Valuation method used Current value of
debtor's interest
for current value

Assessor Parcel Number (APN), and type of property i" property (Where available)
(for example, acreage, factory, warehouse, apartment
or office building), if available.
55.1
55.2_
55.3_
55.4_
55.5_
55.6_

56. Total of Part 9.
Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line 88.
57. Is a depreciation schedule available for any of the property listed in Part 9?

[-1 No
a Yes
58. Has any of the property listed in Part 9 been appraised by a professional within the last year?

U No
Q Yes
Intangibles and intellectual property
59. Does the debtor have any interests in intangibles or intellectual property?
0 No. Go to Part 11.
Yes. Fill in the information below.
General description

Net book value of
debtor's interest

Valuation method
used for current value

Current value of
debtor's interest

(Where available)
60. Patents, copyrights, trademarks, and trade secrets

61. Internet domain names and websites

62. Licenses, franchises, and royalties

63. Customer lists, mailing lists, or other compilations
64. Other intangibles, or intellectual property
65. Goodwill

66. Total of Part 10.
Add lines 60 through 65. Copy the total to line 89.

Official Form 206A/B

Schedule A/B: Assets—Real and Personal Property

page 6

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Cartwheel Robotics, Inc.

Debtor

Page 7 of 33

Case number (Mnoiwi)BK-S-26-50278-HLB

67. Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C. §§ 101(41A)and 107)?

Q No
1-1 Yes
68. Is there an amortization or other similar schedule available for any of the property listed in Part 10?

I-I No
a Yes
69. Has any of the property listed in Part 10 been appraised by a professional within the last year?

Q No
a Yes
All other assets
70. Does the debtor own any other assets that have not yet been reported on this form?
Include all interests in executory contracts and unexpired leases not previously reported on this form.
Q No. Go to Part 12.
13 Yes. Fill in the information below.
Current value of
debtor's interest
71. Notes receivable
Description (include name of obligor)
Total face amount

doubtful or uncollectible amount

72. Tax refunds and unused net operating losses (NOLs)
Description (for example, federal, state, local)
Tax year

73. Interests in insurance policies or annuities

See attached Schedule A/B Part 11 Continuation, Line 73.

$ Unknown

74. Causes of action against third parties (whether or not a lawsuit
has been filed)

See attached Schedule A/B Part 11 Continuation, Line 74.

$ Unknown

Nature of claim Potential estate causes of action and rights of recovery.
Amount requested $ Unknown
75. Other contingent and unliquidated claims or causes of action of
every nature, including counterclaims of the debtor and rights to
set off claims

See attached Schedule A/B Part 11 Continuation. Line 75.

$ Unknown

Nature of claim Potential counterclaims, setoff, recoupment, and related rights.
Amount requested $ Unknown
76. Trusts, equitable or future interests in property

77. Other property of any kind not already listed Examples: Season tickets,
country club membership

78. Total of Part 11.

$ Unknown

Add lines 71 through 77. Copy the total to line 90.
79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

a Yes
Official Form 206A/B

Schedule A/B: Assets—Real and Personal Property

page 7

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Debtor Cartwheel Robotics, Inc.

Page 8 of 33

Case number (yknown)^K-S-26-50278-l

Summary

In Part 12 copy all of the totals from the earlier parts of the form.

Current value
of real property

Current value of
personal property

Type of property

80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1.

$5,259.37

81. Deposits and prepayments. Copy line 9, Part 2.

$Q_

82. Accounts receivable. Copy line 12, Part 3.
83. Investments. Copy line 17, Part 4.

$Q_

84. Inventory. Copy line 23, Part 5.

$0

85. Farming and fishing-related assets. Copy line 33, Part 6.

$0_

86. Office furniture, fixtures, and equipment; and collectibles.

$0_

Copy line 43, Part 7.
87. Machinery, equipment, and vehicles. Copy line 51, Part 8.

$0_

88. Real property. Copy line 56, Part 9..
89. Intangibles and intellectual property. Copy line 66, Part 10.

$fl_

+ $Unknown

90. All other assets. Copy line 78, Part 11.

91. Total. Add lines 80 through 90 for each column............................. 91a.

SUnknown

91 b.

$Q_

92. Total of all property on Schedule A/B. Lines 91 a + 91 b = 92.

Official Form 206A/B

Schedule A/B: Assets—Real and Personal Property

$Unknown

page8

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 9 of 33

SCHEDULE A/B — PART 1 CONTINUATION
Official Form 206A/B — Property
Debtor:

Cartwheel Robotics, Inc.

Case No.:

BK-S-26-50278-HLB

Court:

United States Bankruptcy Court, District of Nevada

Part 1, Line 3 — Checking, savings, money market, or financial brokerage accounts
Petition-date balances as of March 19, 2026.
Institution

Type

Bank of America

Checking

Bank of America

Savings

Bank of America

Checking

Bank of America

Savings

Bank of America

Savings

Last 4 digits
0685
0698
2292
2302
2315

Total

Petition-date balance

$114.90
$0.00
$5,144.47
$5,259.37

Line 5, Total of Part 1: $5,259.37

Cartwheel Robotics, Inc. — Schedule A/B Part 1 Continuation

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 10 of 33

SCHEDULE A/B — PART 11 CONTINUATION
Official Form 206A/B — Property
Debtor: Cartwheel Robotics, Inc.
Case No.: BK-S-26-50278-HLB

Court: United States Bankruptcy Court, District of Nevada

Disclosure statement. The following entries identify potential assets of Cartwheel Robotics, Inc. for disclosure and preservation
purposes. Each claim or right Is contingent, unliquidated, disputed or subject to further investigation as applicable. No admission is
made as to liability, ownership, standing, validity, damages, or the merits of any allegation. Listing a potential claim does not
concede that any creditor or other third party has standing to assert a claim belonging to the Debtor or the bankruptcy estate.
Unless otherwise stated, current value is unknown.

Line 73 — Interests in insurance policies or annuities
73.1 — Potential insurance rights and proceeds
Potential rights, proceeds, coverage, defense, indemnity, or other benefits under directors-and-officers liability,
errors-and-omissions, professional-liability, malpractice, or other insurance policies potentially applicable to claims belonging to
Cartwheel Robotics, Inc. or the bankruptcy estate.
Current value: Unknown

Line 74 — Causes of action against third parties
74.1 — Governance and fiduciary-duty claims involving Gene Wong / RSF

Potential claims against Gene Wong, RSF Robotics I, RSF-related entities, the Wong Family Revocable Trust, and other
participating persons or entities arising from alleged breach of fiduciary duty; assertion or use of disputed governance, board,
veto, protective-provision, noteholder-consent, or investor-control rights; investor-side pressure; and related conduct alleged to
have impaired Cartwheel Robotics, Inc.'s financing, strategic alternatives, governance stability, investor confidence, runway, and
enterprise value.
Current value: Unknown

74.2 — Financing interference / August 18, 2025 "tank the deal" conduct
Potential claims against Gene Wong, RSF Robotics I, affiliated persons or entities, and other participating parties arising from
alleged interference with, impairment of, delay of, conditioning of, or obstruction of financing and investment opportunities,
including conduct associated with the August 18, 2025 "tank the deal" communication, the November 6, 2025 RSF demand letter,
disputed protective provisions, litigation threats, investor leverage, and financing pressure.
Current value: Unknown
74.3 — Engineered Arts and other strategic-transaction interference

Potential claims against Gene Wong, RSF Robotics I, affiliated persons or entities, and other participating parties arising from
alleged interference with, impairment of, delay of, conditioning of, or obstruction of acquisition, financing, asset-purchase,
investor roll-forward, strategic partnership, technology transaction, or other value-preserving opportunities involving Engineered
Arts or other strategic counterparties.
Current value: Unknown
74.4 — Amended Certificate of Incorporation and governance-document claims
Potential claims against Gene Wong, RSF-related entities, prior counsel, directors, investors, professionals, and other
responsible persons or entities arising from the preparation, authorization, approval, filing, use, disclosure, enforcement, or

reliance upon disputed or allegedly unauthorized governance provisions contained in the Amended and Restated Certificate of
Incorporation and related corporate and financing documents, including associated board-authority, noteholder-consent,
disclosure, document-integrity, and governance-control issues.
Current value: Unknown

74.5 — Prior counsel / Craig Macy professional-liability and conflict claims
Potential claims against Craig Macy, prior corporate counsel, associated law firms or professionals, and other responsible parties
arising from alleged professional negligence, malpractice, breach of duty, conflicts of interest, dual representation, inadequate
disclosure or informed consent, governance-document preparation or advice, financing-related advice, corporate-authority
issues, warrants or other economic interests, and related conduct.
Current value: Unknown

Cartwheel Robotics, Inc. — Schedule A/B Part 11 Continuation

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 11 of 33

74.6 — Loss of financing, strategic alternatives, and enterprise value

Potential claims against directors, officers, investors, Petitioning Creditors, professionals, advisors, and other third parties whose
prepetition conduct may have caused or contributed to loss of financing, impairment of strategic alternatives, disruption of
diligence, loss of institutional or commercial opportunities, depletion of runway, loss of team or technical continuity, destruction or
diminution of enterprise value, or other injury to Cartwheel Robotics, Inc.
Current value: Unknown
74.7 — Petitioning Creditor / creditor-side conduct

Potential claims against Petitioning Creditors, Gene Wong / RSF, the Wong Family Revocable Trust, Nevada Battle Born Growth
Escalator, Inc., related investors or entities, and other participating persons arising from alleged creditor-side or investor-side

coordination, including Gene Wong's involvement in investment and creditor positions through both RSF Robotics I and the
Wong Family Revocable Trust, financing pressure, governance assertions, demand-letter conduct, acceleration or default-related
conduct, claim-development activity, related-claimant coordination, and other prepetition conduct affecting Cartwheel Robotics,
Inc. or estate value.
Current value: Unknown

74.8 — Potential Cartwheel-owned claims implicated by creditor allegations
Potential disputed and unliquidated causes of action, if any, arising from allegations asserted by creditors against former officers,
directors, insiders, affiliates, or related persons, solely to the extent any such cause of action constitutes property of Cartwheel
Robotics, Inc. or the bankruptcy estate rather than a direct claim belonging to the asserting creditor. The Debtor does not admit
the factual basis, validity, ownership, standing, merits, or value of any such alleged claim.
Current value: Unknown

74.9 — Other professional and third-party liability
Potential claims against directors, officers, investors, Petitioning Creditors, prior or successor counsel, accountants,
professionals, advisors, agents, representatives, and other third parties arising from prepetition conduct affecting corporate
governance, financing, strategic alternatives, asset value, document integrity, disclosures, professional duties, insurance
coverage, or preservation of estate value, as may be established through Rule 2004 discovery, subpoena productions, claims

litigation, or further investigation.
Current value: Unknown

74.10 — Other potential causes of action and rights of recovery
Any other claims, causes of action, rights of recovery, contribution or indemnification rights, statutory or equitable remedies, or

other litigation rights belonging to Cartwheel Robotics, Inc. arising from prepetition events and identified through further
investigation, Rule 2004 discovery, subpoena productions, claims administration, insurance review, or other estate investigation.
Current value: Unknown

Line 75 — Other contingent and unliquidated claims, counterclaims, and setoff rights
75.1 — Counterclaims, setoff, recoupment, contribution, and indemnification rights

Potential counterclaims, setoff, recoupment, contribution, indemnification, and related rights ofCartwheel Robotics, Inc. against
Petitioning Creditors, claimants, insiders, affiliates, professionals, or other parties arising from the transactions, claims,
obligations, governance disputes, financing activities, strategic transactions, claims assertions, and other matters described in
the bankruptcy record.
Current value: Unknown

Cartwheel Robotics, Inc. — Schedule A/B Part 11 Continuation

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 12 of 33

Fill in this information to identify the case;

Debtor name Cartwheel Robotics. Inc.
District of Nevada

United States Bankruptcy Court for the:

(State)

Case number (If known): BK-S-26-50278-HLB

Q Check if this is an
amended filing

Official Form 206D

Schedule D; Creditors Who Have Claims Secured by Property 12/15
Be as complete and accurate as possible.
1. Do any creditors have claims secured by debtor's property?
Q No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form.
63 Yes. Fill in all of the information below.
List Creditors Who Have Secured Claims
2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one
secured claim, list the creditor separately for each claim.

Column A Column B
Amount of claim Value of collateral
Do not deduct the value that supports this
of collateral, claim

a Scott LaVallev
Creditor's name

Describe debtor's property that is subject to a lien

Creditor's mailing address

All assets of Debtor subject to creditor's
asserted UCC security interest.

5586 Rivers Edge Drive
Fallen, NV 89406

Describe the lien

$28,843.29

$Unknown

$5.772.82

$ Un known

UCC security interest in debtor assets.

Is the creditor an insider or related party?

Creditor's email address, if known

a No

lavallev.scott(a>amail.com

0 Yes

Date debt was incurred 05/2 1,2024
Last 4 digits of account

Is anyone else liable on this claim?

0 No
1-1 Yes. Fill out Schedule H: Codebtors (Official Form 206H).

number

Do multiple creditors have an interest in the
same property?

Q No
0 Yes. Specify each creditor, including this creditor,
and its relative priority.

As of the petition filing date, the claim is:
Check all that apply.
Q Contingent

1-1 Unliquidated
Q Disputed

Describe debtor's property that is subject to a lien

Creditor's name

Samantha Conwav

All assets of Debtor subject to creditor's
asserted UCC security interest.

Creditor's mailing address

5512 Rivers Edae Drive
Fallen. NV 89406

Describe the lien

UCC security interest in debtor assets.

Is the creditor an insider or related party?
1-1 No
0 Yes

Creditor's email address, if known

samcconwav(3>amail.com
Date debt was incurred 05/08/2024
Last 4 digits of account

Is anyone else liable on this claim?

a No
1-1 Yes. Fill out Schedule H: Codebtors (Official Form 206H).

number
Do multiple creditors have an interest in the

As of the petition filing date, the claim is:

same property?

Check all that apply.

Q No

(-1 Contingent

0 Yes. Have you already specified the relative

priority?

LJ Unliquidated
Q Disputed

a No. Specify each creditor, including this
creditor, and its relative priority.

LJ Yes. The relative priority of creditors is
specified on lines

3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional
Page, if any.

Official Form 206D

Schedule D: Creditors Who Have Claims Secured by Property

$34,616.11

page 1 of 1

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 13 of 33

Fill in this information to identify the case:

Debtor Cartwheel Robotics. Inc.
District of Nevada

United States Bankruptcy Court for the:

(State)

Case number BK-S-26-50278-HLB
(If known)

Q Check if this is an
amended filing

Official Form 206E/F

Schedule E/F: Creditors Who Have Unsecured Claims 12/15
Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY
unsecured claims. List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts
on Schedule A/B: Assets - Real and Personal Property (Official Form 20GMB) and on Schedule G: Executor/ Confrac(s and Unexpired Leases
(Official Form 206G). Number the entries in Parts 1 and 2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach
the Additional Page of that Part included in this form.
List All Creditors with PRIORITY Unsecured Claims
1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).
Q No. Go to Part 2.
3 Yes. Go to line 2.
2. List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than
3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part 1.
Total claim
Priority creditor's name and mailing address

As of the petition filing date, the claim Is: $35g 125.02
Check all that apply.
1-1 Contingent
LI Unliquidated
1-1 Disputed

Scott LaVallev
5586 Rivers Edge Drive
Fallen. NV 89406

Priority amount

$17.150.00

Basis for the claim:

Date or dates debt was incurred

Deferred wages.

01/01/2022-12/31/2025
Last 4 digits of account

Is the claim subject to offset?

number

a No

Specify Code subsection of PRIORITY unsecured
claim: 11 U.S.C. § 507(a)
Priority creditor's name and mailing address

a Yes

As of the petition filing date, the claim Is:

Samantha Conwav

Check all that apply.

$183.645.82

$17.150.00

Q Contingent
1-1 Unliquidated
Q Disputed

5512 Rivers Edge Drive
Fallon. NV 89406

Basis for the claim:

Date or dates debt was incurred

Deferred wages.

12/15/2021 -12/15/2025

Is the claim subject to offset?

Last 4 digits of account
number

a No

Specify Code subsection of PRIORITY unsecured
claim: 11 U.S.C. § 507(a) ( 4 )
Priority creditor's name and mailing address

a Yes

As of the petition filing date, the claim is:
Check all that apply.

LJ Contingent
U Unliquidated
Q Disputed
Date or dates debt was incurred

Basis for the claim:

Last 4 digits of account

Is the claim subject to offset?

number

a No

Specify Code subsection of PRIORITY unsecured
claim: 11 U.S.C. § 507(a) (_)

Official Form 206E/F

a Yes

Schedule E/F: Creditors Who Have Unsecured Claims

Daae 1 of 5

Debtor

Case 26-50278-hlb

Cartwheel Robotics. Inc.

Doc 96

Entered 08/13/26 11:40:51

Page 14 of 33

Case number (if»noiwi)BK-S-26-50278-HLB

List All Creditors with NONPRIORITY Unsecured Claims
3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority
unsecured claims, fill out and attach the Additional Page of Part 2.
Amount of claim

|3.1

Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is:

MERPHIAB

Check all that apply.

Walborg Coworking, Otterhllegtan 2
411 18 Gottenbera. Sweden
Date or dates debt was incurred

Basis for the claim: Services rendered.

Unknown

Is the claim subject to offset?

a No
U Yes

Last 4 digits of account number

13.2 Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is:
Check all that apply.

Concept Overdrive, Inc.

$11.373.85

d Contingent
Q Unliquidated
D Disputed

926 N. Lincoln St.
Burbank. CA91506
Date or dates debt was incurred

$24.489.00

Q Contingent
Q Unliquidated
Q Disputed

Basis for the claim: Services rendered.

Unknown

Last 4 digits of account number __.

13.3 Nonpriority creditor's name and mailing address

Is the claim subject to offset?

0 No
a Yes
As of the petition filing date, the claim is:
Check all that apply.

Fenwick & West

SUnknown

(-I Contingent
L-l Unliquidated
Q Disputed

Address Unknown

Basis for the claim: Services rendered.
Date or dates debt was incurred

Unknown

Last 4 digits of account number

Is the claim subject to offset?

a No
a Yes

|3.4 Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is:

California Franchise Tax Board

Check all that apply.

Address Unknown

LJ Unliquidated

$Unknown

(-1 Contingent
Q Disputed

Basis for the claim: Unpaid taxes.
Date or dates debt was incurred

Unknown

Last 4 digits of account number

Is the claim subject to offset?

0 No
a Yes

|3.5 Nonpriority creditor's name and mailing address

Fund I. a Series of Reno Seed Advisors, LP

c/o Angel List, PO Box 3217
Seattle, WA 98114

As of the petition filing date, the claim is:
Check all that apply.

$150.000.00

LI Contingent
1-1 Unliquidated
Q Disputed
Basis for the claim: Convertible promissory note.

Date or dates debt was incurred

07/31/2024

Last 4 digits of account number

Is the claim subject to offset?

0 No
Q Yes

|3.6 Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is:
Check all that apply.

Wona Family Revocable Trust

$50.000.00

U Contingent
1-1 Unliquidated
1-] Disputed

401 Ryland Street #101
Reno,NV89502-

Basis for the claim: Convertible promissory note.
Date or dates debt was incurred

Last 4 digits of account number

Official Form 206E/F

01/06/2025

Is the claim subject to offset?

0 No
a Yes

Schedule E/F: Creditors Who Have Unsecured Claims

oaae 2 of 5

Case 26-50278-hlb

Debtor Cartwheel Robotics. Inc.

Doc 96

Entered 08/13/26 11:40:51

Page 15 of 33

Case number (Wnoivn)BK-S-26-50278-HLB

Additional Page

Copy this page only if more space is needed. Continue numbering the lines sequentially from the
previous page. If no additional NONPRIORITT creditors exist, do not fill out or submit this page.

|3.7_| Nonpriority creditor's name and mailing address

Nevada Battle Born Growth Escalator, Inc.

As of the petition filing date, the claim is:
Check all that apply.

Amount of claim

$500.000.00

[-1 Contingent
l-l Unliquidated

V Disputed

808 W. Nye Lane

Q Liquidated and neither contingent nor
disputed

Carson City, NV 89703

Basis for the claim: Convertible promissory note.
Date or dates debt was incurred

08/30/2024

Last 4 digits of account number

|3.8_

Is the claim subject to offset?

0 No
a Yes

Nonpriority creditor's name and mailing address

ModarAlaoui
Address Unknown

As of the petition filing date, the claim is:
Check all that apply.
Q Contingent
Q Unliquidated
1-1 Disputed

$25.000.00

. Convertible promissory note.

Basis for the claim:
Date or dates debt was incurred

Unknown

Last 4 digits of account number

Is the claim subject to offset?

0 No
Q Yes

13.9 I Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is:
Check all that apply.

Venkatesh Batasubramanian

$125.000.00

[-] Contingent
1-1 Unliquidated
Q Disputed

Address Unknown

Basis for the claim: Convertible promissory note.
Date or dates debt was incurred

Unknown

Last 4 digits of account number

13.10

Is the claim subject to offset?

0 No
a Yes

Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is:
Check all that apply.

Edward P. Roski III

$25.000.00

1-J Contingent
U Unliquidated
Q Disputed

Address Unknown

. Convertible promissory note.

Basis for the claim:
Date or dates debt was incurred

Unknown

Last 4 digits of account number

|3.U

Is the claim subject to offset?

0 No
1-1 Yes

Nonpriority creditor's name and mailing address

Engineered Arts Holding Company Inc.
E1-E3 Church View Business Park
Falmouth, Cornwall, TR11 4F, United Kingdom

As of the petition filing date, the claim is:
Check all that apply.

$250.000.00

Q Contingent
LJ Unliquidated
Q Disputed

. Convertible promissory note.

Basis for the claim:
Date or dates debt was incurred

Last 4 digits of account number

Official Form 206E/F

01/02/2025

Is the claim subject to offset?

B No
a Yes

Schedule E/F; Creditors Who Have Unsecured Claims

oaae 3 of 5

Case 26-50278-hlb

Debtor Cartwheel Robotics. Inc.

Doc 96

Entered 08/13/26 11:40:51

Page 16 of 33

Case number (?o>vn)BK-S-26-50278-HLB

Additional Page

Copy this page only if more space is needed. Continue numbering the lines sequentially from the

Amount of claim

previous page. If no additional NONPRIORITY creditors exist, do not fill out or submit this page.

|3.12:| Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is;
Check all that apply.

N i colas J. Desmarais

$250.000.00

LI Contingent
LJ Unliquidated
[-1 Disputed
Q Liquidated and neither contingent nor
disputed

351 Evergreen Dr.

Kentfield, CA94904-2709

. Convertible promissory note.

Basis for the claim:

01/07/2025

Date or dates debt was incurred

Last 4 digits of account number

Is the claim subject to offset?

0 No
a Yes

|3.13| Nonpriority creditor's name and mailing address

The Oddie District. LLC. a Delaware LLC

PO Box 30000

As of the petition filing date, the claim is:
Check all that apply.
Q Contingent
Q Unliquidated
Q Disputed

Reno, NV 89520
Basis for the claim:

Unknown

Date or dates debt was incurred

Last 4 digits of account number

$60.390.84

Commercial lease.

Is the claim subject to offset?

0 No
a Yes

|3.14| Nonpriority creditor's name and mailing address

As of the petition filing date, the claim is;
Check all that apply.

Colorado Department of Revenue

$Unknown

Q Contingent
Q Unliquidated
Q Disputed

PO Box 17087
Denver, CO 80217-0087

;^. Unpaid taxes.

Basis for the claim:
Date or dates debt was incurred

Unknown

Last 4 digits of account number

|3.1&

Is the claim subject to offset?

0 No
Q Yes

Nonpriority creditor's name and mailing address

6127 Reno Hwy LLC

As of the petition filing date, the claim is:
Check all that apply.

$34.326.42

[-1 Contingent
I-] Unliquidated
LJ Disputed

6127 Reno Hwy

Tailon;NV 89406

Basis for the claim: Lease related charges.
Date or dates debt was incurred

Unkown

Last 4 digits of account number

3.

Nonpriority creditor's name and mailing address

Is the claim subject to offset?
0 No
a Yes

As of the petition filing date, the claim is:
Check all that apply.

LJ Contingent
(-I Unliquidated
[-1 Disputed
Basis for the claim:
Date or dates debt was incurred
Last 4 digits of account number

Official Form 206E/F

Is the claim subject to offset?
Q No
a Yes

Schedule E/F: Creditors Who Have Unsecured Claims

Daqe4 of 5

Case 26-50278-hlb

Debtor Cartwheel Robotics. Inc.

Doc 96

Entered 08/13/26 11:40:51

Page 17 of 33

Case number (?o>»n)BK-S-26-50278-HLB

Total Amounts of the Priority and Nonpriority Unsecured Claims

5. Add the amounts of priority and nonpriority unsecured claims.

Total of claim amounts

$Unknown

5a. Total claims from Part 1

5a.

5b. Total claims from Part 2

5b. + $Unknown

5c. Total of Parts 1 and 2
Lines 5a + 5b = 5c.

Official Form 206E/F

5c.

Schedule E/F: Creditors Who Have Unsecured Claims

$Unknown

Daae5 of 5

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 18 of 33

Fill in this information to identify the case:

Debtor name Cartwheel Robotics. Inc
District of

United States Bankruptcy Court for the:.

Case number (If known): BK-S-26-50278-HLB

Chapter

Nevada
(State)

7_

Q Check if this is an
amended filing

Official Form 206G
Schedule G: Executory Contracts and Unexpired Leases 12/15
Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, numbering the entries consecutively.
1. Does the debtor have any executory contracts or unexpired leases?
B No. Check this box and file this form with the court with the debtor's other schedules. There is nothing else to report on this form.
Q Yes. Fill in all of the information below even if the contracts or leases are listed on Schedule A/B: Assets - Real and Personal Property (Official
Form 206A/B).
2. List all contracts and unexpired leases State the name and mailing address for all other parties with
whom the debtor has an executory contract or unexpired lease

State what the contract or
2.1 lease is for and the nature
of the debtor's interest

State the term remaining
List the contract number of

any government contract

State what the contract or
2.21 lease is for and the nature
of the debtor's interest

State the term remaining
List the contract number of
any government contract

State what the contract or
2.3 lease is for and the nature
of the debtor's interest

State the term remaining
List the contract number of
any government contract

2.4

State what the contract or
lease is for and the nature
of the debtor's interest
State the term remaining
List the contract number of

any government contract

State what the contract or
2.5 lease is for and the nature
of the debtor's interest
State the term remaining
List the contract number of
any government contract

Official Form 206G

Schedule G: Executory Contracts and Unexpired Leases

page 1 of 1

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 19 of 33

Fill in this information to identify the case:

Debtor name Cartwheel Robotics, tnc
United States Bankruptcy Court for the:_

District of Nevada
(State)

Case number (If known): BK-S-26-50278-HLB

LI Check if this is an
amended filing

Official Form 206H
Schedule H: Codebtors

12/15

Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach
the Additional Page to this page.

1. Does the debtor have any codebtors?
Q No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form.
1-1 Yes
2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of
creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each
schedule on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.
Column 2: Creditor

Column 1: Codebtor
Name

Mailing address

Name

Street

State

ZIP Code

2.2

aD
a E/F
aG

Street

City

State

ZIP Code

2.3

aD
a E/F
aG

Street

City

State

ZIP Code

I 2.4

aD
a E/F
aG

Street

City

State

ZIP Code

2.5

aD
a E/F
aG

Street

City

State

ZIP Code

I 2.6

aD
a E/F
aG

Street

City

Official Form 206H

that apply:

aD
a E/F
aG

2.1

City

Check all schedules

State

ZIP Code

Schedule H: Codebtors

page 1 of 1

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 20 of 33

Fill in this information to identify the case:
Debtor name Cartwheel Robotics. Inc.
District of Nevada

United States Bankruptcy Court for the:

(State)

Case number (If known): BK-S-26-50278-HLB

Q Check if this is an
amended filing

Official Form 207
Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy 04/25
The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages,
write the debtor's name and case number (if known).

Income

1. Gross revenue from business

a None
Identify the beginning and ending dates of the debtor's fiscal year, which
may be a calendar year

Gross revenue
(before deductions and
exclusions)

Bl Operating a business

From the beginning of the

fiscal year to filing date: From 10/01/2025 to Filing date
MM / DD / WYY

For prior year:

Sources of revenue

Check all that apply

From 10/01/2024 to
MM / DD / YYYY

09/30/2025

MM/DD/YYYY

For the year before that: From 10/01/9093 to 09/30/2024
MM/DD/YYYY MM/DD/YYYY

Q Other

Operating a business

Q Other
Operating a business

Q Other

$0_


$67.115.00

2. Non-business revenue

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected
from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

[3 None
Description of sources of revenue

Gross revenue from each
source
(before deductions and
exclusions)

From the beginning of the
fiscal year to filing date; From

For prior year;

From
MM / DD / YYYY

For the year before that: From

Official Form 207

MM / DD / rfYY

MM/DD/YYYY

to Filing date

to


MM / DD / YYYY

MM/DD/YYYY

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 1

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Cartwheel Robotics, Inc.

Debtor

Page 21 of 33

Case number (,fftnom,BK-S-26-50278-HLB

List Certain Transfers Made Before Filing for Bankruptcy
3. Certain payments or transfers to creditors within 90 days before filing this case
List payments or transfers—including expense reimbursements—to any creditor, other than regular employee compensation, within 90
days before filing this case unless the aggregate value of all property transferred to that creditor is less than $8,575. (This amount may be
adjusted on 4/01/28 and every 3 years after that with respect to cases filed on or after the date of adjustment.)
None
Dates

Creditor's name and address

Total amount or value

Reasons for payment or transfer

Check all that apply
3.1.

Q Secured debt
Creditor's name

Unsecured loan repayments
Suppliers or vendors

Street

Q Services
City

1-1 Other ^

State ZIP Code

3.2.

Q Secured debt
Creditor's name

Unsecured loan repayments
Suppliers or vendors

Street

Q Services
City

a Other.

State ZIP Code

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider
List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or
guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than
$8,575. (This amount may be adjusted on 4/01/28 and every 3 years after that with respect to cases filed on or after the date of adjustment.)
Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives;
general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of
the debtor. 11 U.S.C. § 101(31).

Q None
Insider's name and address

Dates

Total amount or value

Reasons for payment or transfer

4.1.

Samantha Conwav

12.5- SApprox. $28.600

12/01/25

Insider's name

5512 Rivers Edge Drive

Contemporaneous reimbursement of
ordinary business expenses

personally paid on behalf of Debtor.

Street

Fallnn NV 894nfi

City

State ZIP Code

Relationship to debtor

Former COO
4.2.

Insider's name

City

State

ZIP Code

Relationship to debtor

Official Form 207

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 2

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Cartwheel Robotics. Inc.

Debtor

Page 22 of 33

Case number (?o->n)BK-S-26-50278-HLB

5. Repossessions, foreclosures, and returns

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor,
sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.

Q None
Creditor's name and address

Description of the property

Date Value of property

Cartwheel assets subject to strict

12/05/2025 $77.607.00

5.1.

6127 Reno Hwv. LLC

Toreclosure, excluding refained bank
accounts and third-party liened
property.

Creditor's name

6127 Reno Hwv.

Street

Fallon. NV 89406

City

State

ZIP Code

5.2.

Creditor's name

Street

City

State ZIP Code

6. Setoffs
List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of
the debtor without permission or refused to make a payment at the debtor's direction from an account of the debtor because the debtor owed a debt.

13 None
Creditor's name and address

Date action was Amount
taken

Description of the action creditor took

Creditor's name

Street

Last 4 digits of account number: XXXXCity State ZIP Code

Legal Actions or Assignments
7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor
was involved in any capacity—within 1 year before filing this case.

13 None
Case title

Nature of case

Status of case

Court or agency's name and address

Q Pending

7.1.

Name

On appeal

Q Concluded

Case number

City
Case title

State

ZIP Code

Court or agency's name and address

Q Pending

7.2.

Q On appeal
Name

Q Concluded

Case number
Street

City

Official Form 207

State

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

ZIP Code

page 3

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Debtor Cartwheel Robotics, Inc.

Page 23 of 33

Case number (,Tk^n)BK-S-26-50278-HLB

8. Assignments and receivership
List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the
hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

Q None
Custodian's name and address Description of the property Value

Custodian's name

Case title

Court name and address

Street
Name

City

State ZIP Code

Case number
Street

Date of order or assignment

City

ZIP Code

State

Certain Gifts and Charitable Contributions
9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value
of the gifts to that recipient is less than $1,000

[3 None
Recipient's name and address Description of the gifts or contributions Dates given Value

9.1.

Recipients name
Street

City State ZIP Code
Recipient's relationship to debtor

9'2' Recipient's name

Street

City State ZIP Code
Recipient's relationship to debtor

Certain Losses
10. All losses from fire, theft, or other casualty within 1 year before filing this case.

13 None
Description of the property lost and how the loss Amount of payments received for the loss
occurred
If you have received payments to cover the loss, for
example, from insurance, government compensation, or
tort liability, list the total received.

Date of loss

Value of property
lost

List unpaid claims on Official Form 106A/B (Schedule A/B:
Assets - Real and Personal Property).

Official Form 207

Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

page 4

Case 26-50278-hlb

Doc 96

Debtor Cartwheel Robotics. Inc.

Entered 08/13/26 11:40:51

Page 24 of 33

Case number (Mnow,)BK-S-26-50278-HLB

Certain Payments or Transfers
11. Payments related to bankruptcy
List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before
the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring,
seeking bankruptcy relief, or filing a bankruptcy case.

121 None
Who was paid or who received the transfer? If not money, describe any property transferred

Dates

Total amount or
value

Dates

Total amount or
value

11.1.

Address

Street

City State ZIP Code
Email or webslte address

Who made the payment, If not debtor?

Who was paid or who received the transfer? If not money, describe any property transferred

11.2.

Address
Street

City State ZIP Code
Email or website address

Who made the payment, If not debtor?

12. Self-settled trusts of which the debtor is a beneficiary
List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case to
a self-settled trust or similar device.
Do not include transfers already listed on this statement.

St None
Name of trust or device

Describe any property transferred

Dates transfers Total amount or
were made value

Trustee

Official Form 207

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page5

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Debtor Cartwheel Robotics, Inc.

Page 25 of 33

Case number wf™>vrtBK-S-26-50278-HLB

13. Transfers not already listed on this statement
List any transfers of money or other property—by sale, trade, or any other means—made by the debtor or a person acting on behalf of the debtor
within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs.
Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.

El None
Description of property transferred or payments received Date transfer Total amount or
or debts paid in exchange was made value

Who received transfer?

Address
Street

City

State ZIP Code

Relationship to debtor

Who received transfer?

13.2.

Address

City State ZIP Code
Relationship to debtor

Previous Locations
14. Previous addresses

I List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.

El Does not apply
Address

Dates

of

14.1.

occupancy

From

To

From

To

Street

City

State

ZIP Code

14.2.

Street

City

Official Form 207

State

ZIP Code

Statement of Financial Affairs for Non-tndividuals Filing for Bankruptcy

page 6

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Cartwheel Robotics. Inc.

Debtor

Page 26 of 33

Case number (ffknom.)BK-S-26-50278-HLB

Health Care Bankruptcies
15. Health Care bankruptcies
Is the debtor primarily engaged in offering services and facilities for:
— diagnosing or treating injury, deformity, or disease, or
— providing any surgical, psychiatric, drug treatment, or obstetric care?
13 No. Go to Part 9.
Q Yes. Fill in the information below.
Facility name and address

Nature of the business operation, Including type of services the
debtor provides

If debtor provides meals
and housing, number of
patients in debtor's care

Location where patient records are maintained (if different from facility
address). If electronic, identify any service provider.

How are records kept?

15.1.

Facility name

Street

Check all that apply:
Q Electronically

State ZIP Code

City

Q Paper
Facility name and address

Nature of the business operation, including type of services the
debtor provides

If debtor provides meals
and housing, number of
patients in debtor's care

Location where patient records are maintained (if different from facility
address). If electronic, identify any service provider.

How are records kept?

15.2.

Facility name

Street

Check all that apply:
City

Q Electronically

ZIP Code

Q Paper
Personally Identifiable Information
16. Does the debtor collect and retain personally identifiable information of customers?
a No.
a Yes. State the nature of the information collected and retained.
Does the debtor have a privacy policy about that information?

a No
a Yes
17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other
pension or proflt-sharing plan made available by the debtor as an employee benefit?
13 No. Go to Part 10.
Yes. Does the debtor serve as plan administrator?
Q No. Go to Part 10.
Q Yes. Fill in below:
Name of plan Employer identification number of the plan

EIN:
Has the plan been terminated?

a No
a Yes

Official Form 207

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 7

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Debtor Cartwheel Robotics. Inc.

Part 10:

Page 27 of 33

Case number {nnnown)_

Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

18. Closed financial accounts
Within 1 year before filing this case, were any financial accounts or instruments held in the debtor's name, or for the debtor's benefit, closed, sold,
moved, or transferred?

Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions,
brokerage houses, cooperatives, associations, and other financial institutions.

L-l None
Financial Institution name and address

i8.i. Bank of America

Last 4 digits of account
number

XXXX-0672-. _

Name

Type of account

Date account was Last balance
closed, sold, moved, before closing or
or transferred transfer

St Checking

19/15/2025

PO Box 25118

Street

Money market

Tampa. FL 33622-5118
City

$1.437.61

Savings

State

1-1 Brokerage
Q Other

ZIP Code

XXXX-.

Name

a Checking
1—1 Savings

Street

Money market

a Brokerage
City

State

ZIP Code

a Other_

19. Safe deposit boxes
List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case.

El None
Depository institution name and address Names of anyone with access to it

Description of the contents

Does debtor

still have it?

a No
a Yes

Address
City

State

ZIP Code

] 20.0ff-premises storage
I List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in
I which the debtor does business.

I 13 None
Facility name and address

Names of anyone with access to it

Description of the contents

Does debtor

still have it?

1-1 No
a Yes

Name
Street

Address
City

Official Form 207

State

ZIP Code

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

pages

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Debtor Cartwheel Robotics, Inc.

Page 28 of 33

Case number (Wno»n)BK-S-26-50278-HLB

Property the Debtor Holds or Controls That the Debtor Does Not Own
21. Property held for another
List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in
trust. Do not list leased or rented property.

El None
Value

Description of the property

Location of the property

Owner's name and address

Name

Street

Cily

Details About Environmental Information
For the purpose of Part 12, the following definitions apply:
Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material,
regardless of the medium affected (air, land, water, or any other medium).
• S/te means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor
formerly owned, operated, or utilized.

• Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant,
or a similarly harmful substance.
Report all notices, releases, and proceedings known, regardless of when they occurred.

22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders.

a No
L] Yes, Provide details below.
Case title

Court or agency name and address

Case number

Name

Nature of the case

Status of case

Q Pending
Ul On appeal
Concluded

Street

City

State

ZIP Code

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an
environmental law?

a No
Q Yes. Provide details below.
Site name and address

Governmental unit name and address

Environmental law, if known

Date of notice

Name

Street

City

Official Form 207

Street

State ZIP Code City

Slate

ZIP Code

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 9

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Debtor Cartwheel Robotics. Inc.

Page 29 of 33

Case number (,ftoo»n)BK-S-26-50278-HLB

24. Has the debtor notified any governmental unit of any release of hazardous material?

el No
a Yes. Provide details below.
Governmental unit name and address

Site name and address

Date of notice

Environmental law, if known

Name

Street

City

Street

State ZIP Code City

State

ZIP Code

Details About the Debtor's Business or Connections to Any Business

25. Other businesses in which the debtor has or has had an interest
List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.
Include this information even if already listed in the Schedules.

13 None
Describe the nature of the business

Business name and address

Employer Identification number
Do not include Social Security number or ITIN.

EIN: _ _ -_ _ _ _ _

25.1.

Name

Dates business existed

Street

From

To

City State ZIP Code

25.2.

Describe the nature of the business

Business name and address

Employer Identification number
Do not include Social Security number or ITIN.

EIN:
Name

Dates business existed

From
City

To

State ZIP Code

Business name and address

Describe the nature of the business

Employer Identification number
Do not include Social Security number or ITIN.

EIN: _ _ -.

25.3.
Name

Dates business existed

From
City

Official Form 207

To

State ZIP Code

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 10

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Cartwheel Robotics. Inc.

Debtor

Page 30 of 33

Case number (ff»no>»n6K-S-26-50278-HLB

26. Books, records, and financial statements

26a. List all accountants and bookkeepers who maintained the debtor's books and records within 2 years before filing this case.

Q None
Name

and

address

Dates

of

service

From 11,2021 To 01,15/2026

26a.i. Samantha Conwav. c/o Cartwheel Robotics. Inc.
Name

6127RenoHwy.

Street

Fallon. NV 89406

City

State

ZIP Code

Name and address

Dates of service

From To

26a.2.
Name

Street

State

City

26b. List all firms or individuals who have audited, compiled, or reviewed debtor's books of account and records or prepared a financial
statement within 2 years before filing this case.

Q None
Name and address

Dates of service

From Fall 2024 To 03/19/2026

26b.i. Albriaht & Associates, Ltd.
Name

6121 Lakeside Drive. Suite 100
Street

Reno.NV 89511

City

State

ZIP Code

Name and address

Dates of service

From Unknown To Fall 2024

26b.2. Colodny & Fields
Name

3352 Goni Rd. Suite 162
Street

City

ZIP Code

26c. List all firms or individuals who were in possession of the debtor's books of account and records when this case is filed.
Q None
If any books of account and records are
unavailable, explain why

Name and address

26c.i. intuit Inc. CQuickBooks Online^

Lack of custody, control, or access
to records and credentials.

Name

2700 Coast Avenue
Street

Mnnntfjjn VJBW CA 9404.1

City

Official Form 207

State

ZIP Code

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 11

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 31 of 33

Debtor Cartwheel Robotics. Inc. _ Case number (?oitn)BK-S-26-50278-HLB

Name and address lfanyboo,ks ofa,ccount.and re!:ords are
unavailable, explain why

26c.2. Albright & Associates, Ltd.
Name

6121 Lakeside Drive, Suite 100

Street

Reno.NV 89511

City

State

ZIP

Code

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial statement
within 2 years before filing this case.

Q None
Name and address

z6d.i. Various current and prospective investors, lenders, financing
sources, and transaction counterparties. Exact recipients,
addresses, and dates unknown due to incomplete records.

City

State

ZIP

Code

State

ZIP

Code

Name and address

26d.2.

Name
Street

City

27. Inventories

Have any inventories of the debtor's property been taken within 2 years before filing this case?

a No
Q Yes. Give the details about the two most recent inventories.

Name of the person who supervised the taking of the inventory Date of The dollar amount and basis (cost, market, or
inventory other basis) of each Inventory

Samantha Conway. and Scott LaValley _ 11/24/2025 $ 274,607.00
Fair Market Value (appraisal)
Name and address of the person who has possession of Inventory records

27.1. Daniel C. Watson. CAGA
Name

2531 Woodson Avenue
Street

Henderson. NV 89052
City

State

ZIP

Code

Official Form 207 Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy page 12

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Cartwheel Robotics. Inc.

Debtor

Page 32 of 33

Case number w*nown) BK-S-26-50278-HLB

Date of The dollar amount and basis (cost, market, or
inventory other basis) of each inventory

Name of the person who supervised the taking of the inventory

Name and address of the person who has possession of inventory records

Name
Street

ZIP Code

City

28. List the debtor's officers, directors, managing members, general partners, members in control, controlling shareholders, or other
people in control of the debtor at the time of the filing of this case.
Name

Address

Position and nature of any % of interest, if any
interest

Scott LaVallev

5586 Rivers Edge Dr.

Founder. CEO. and Director

Fallnn. NV 89406

Controlling Shareholder Unknown

29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in control
of the debtor, or shareholders in control of the debtor who no longer hold these positions?

a No
Yes. Identify below.
Name

Address

Period during which

Position and nature of
any interest

position or Interest was

held

Samantha Conway

5512 Rivers Edge Dr, Fallon, NV 89406 COO

Gene Wong

Unknown

Director

From-os/24 To -oe/25

Bob Christopher Unknown

Director

From--04/2§_ To -08/25

Modar Alaoui Unknown

Director

From ~o?/25 _ To -12/25

Sam Tolkpff. ., . Unknown
30. Payments, distributions, or withdrawals credited or given to insiders

Frorn-u/2i_ To -01/26

Director

10/24

-03/25

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws,
bonuses, loans, credits on loans, stock redemptions, and options exercised?

1-1 No
Q Yes. Identify below.
Name and address of recipient

Amount of money or
description and value of
property

Scott LaVallev

Approx. $123,750.00 03/19/2503/19/26-

Name

5586 Rivers Edge Pr

Dates

Reason for
providing the value

Salary / Employee
Compensation

Street

Fallon

City

NV

State

89406
ZIP Code

Relationship to debtor

CEO
Official Form 207

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 13

Case 26-50278-hlb

Doc 96

Entered 08/13/26 11:40:51

Page 33 of 33

Case number yikno^n) BK-S-26-50278-HLB

Debtor Cartwheel Robotics. Inc.

Name and address of recipient

Approx. $90,500.00

30.2 Samantha Conway

03/19/25- Salary_/_EmE!oyee

03/19/26 Compensation,and
reimbursements.

Name

5512 Rivers Edge Pr

Street

NV

Fallen

State

City

89406
ZIP Code

Relationship to debtor

Former COO

31.Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

a No
L-l Yes. Identify below.
Name of the parent corporation

Employer Identification number of the parent
corporation

EIN: __-_

32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund?

a No
a Yes. Identify below.
Employer Identification number of the pension fund

Name of the pension fund

EIN:

Part 14:

Signature and Declaration

WARNING - Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both.
18 U.S.C. §§ 152, 1341, 1519, and 3571.
I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information
is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on 08/13/2026

MM / DD / YYYY

c^ <^^

Printed name Scott La Valley

Signature of individual signing on behalf ofttre^debtor

position or relationship to debtor Court-Designated Representative Under FRBP 9001 (b)(5)

Are additional pages to Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy (Official Form 207) attached?

13 No
a Yes

Official Form 207

Statement of Financial Affairs for Non-lndividuals Filing for Bankruptcy

page 14

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 1 of 30
UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA
In re:

CARTWHEEL ROBOTICS, INC.,
Debtor.
Case No. BK-S-26-50278-HLB

Chapter 7

SECOND SUPPLEMENTAL MEMORANDUM
AND REQUEST FOR COORDINATED RULE
2004 PROCEDURE BEFORE CONTINUED
SECTION 341 MEETING
Scott LaValley, individually, as a creditor and party in interest, and without purporting to act as
counsel for the Debtor, submits this Second Supplemental Memorandum in support of his pending
Motion for Rule 2004 Examination and Document Production.

This Supplement should be read together with the existing Rule 2004 record, including ECF Nos.
63, 88, and 90. It does not ask the Court to decide the validity of the Amended and Restated
Certificate of Incorporation, professional malpractice, fiduciary liability, equitable subordination,

claim allowance, claim objections, damages, or any other merits issue. It also does not ask the

Court to substitute its judgment for the Chapter 7 Trustee’s estate-administration judgment.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 2 of 30
This Supplement is submitted for a limited estate-administration purpose: to identify targeted
third-party records necessary to evaluate potential estate claims, disputed claim theories,
value-loss issues, document-integrity issues, creditor-side authority issues, prepetition enforcement
coordination, and the completeness of the estate record before further one-sided sworn
examination occurs.

The existing Rule 2004 record already places several related issues before the Court. ECF No. 63
sought discovery concerning Gene Wong / RSF, the Wong Family Revocable Trust, Nevada Battle

Born Growth Escalator, Inc., Engineered Arts, creditor strategy, potential asset transactions,
investor roll-forward structures, and the timing and purpose of the involuntary petition. ECF No. 88
added the August 18, 2025 communication in which Gene Wong confirmed that he had threatened
to “tank the deal” over disputed COI protective provisions. ECF No. 90 added the disputed ACOI,
the bridge financing term sheet bearing an apparent CEO signature Mr. LaValley states he did not
authorize or execute, the matching signature-ID issue, the November 6, 2025 RSF demand letter,

and related governance issues.
This Supplement does not repeat that record for narrative effect. It recaps that record because later

events now make coordinated Rule 2004 procedure necessary.
What has changed since ECF Nos. 63, 88, and 90 is material. Petitioning Creditors and Gene

Wong / RSF-related claimants have now filed Claim Nos. 8-1, 9-1, 11-1, and 12-1, preserving
default, acceleration, repayment-premium, SAFE cash-out, setoff, recoupment, and non-Debtor
liability theories. The February 4, 2026 acceleration notice now presents a concrete Majority Holder
authority question, including whether BBG authorized, participated in, or ratified the asserted

acceleration. And continued Section 341 examinations have developed a sworn record on subjects
that overlap with those claims while the corresponding creditor-side, investor-side, counsel-side,
and third-party records remain unproduced.
The one-sided-record problem is therefore concrete. Mr. LaValley appeared and testified under

oath at Section 341 meetings held on May 21, 2026 and June 12, 2026. Petitioning Creditors’
counsel appeared at both meetings and questioned Mr. LaValley on subjects that overlap with the
later claim reservations and disputed claim theories, including Engineered Arts, asset disposition,
landlord / secured-creditor issues, insider or family-related secured interests, October 21 UCC-1

filings, fiduciary-duty issues, records access, and communications preserved or filed at ECF No.
63. At the June 12, 2026 continued meeting, Gene Wong also appeared by phone and stated that
he was appearing as a petitioning creditor for the Reno Seed Fund. The June 12 transcript set the

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 3 of 30
next continued Section 341 meeting for July 10, 2026, and that continued meeting was later moved
to September 28, 2026.
The Trustee has agreed to continue the next Section 341 meeting to September 28, 2026 to allow

D&O-appointed counsel for Mr. LaValley and Ms. Conway an opportunity to review the case and
prepare. That continuance reduces immediate prejudice but does not eliminate the need for Rule
2004 coordination, preservation, and production of core-custodian records before further
overlapping sworn examination proceeds.

The issue is not whether Mr. LaValley should receive discovery merely because Petitioning
Creditors questioned him. The issue is whether the estate record should continue to be built
through sworn examination of designated persons on document-specific matters while the
investor-side, creditor-side, counsel-side, funding-side, platform-side, and third-party records
necessary to evaluate estate claims, claim treatment, value-loss issues, document integrity,
creditor-side authority, prepetition enforcement coordination, and Petitioning Creditors’ own
conduct remain unproduced.

This Supplement does not seek duplicative production of records already available to Mr. LaValley.
It seeks targeted production from core custodians whose records are not presently available to him

and are necessary to evaluate estate administration.

I. RULE 2004 PROCEDURE AND TARGETED SCOPE
1. The pending Rule 2004 record already raises substantial questions concerning Cartwheel’s
governance, financing, records, strategic alternatives, prior counsel conduct,

investor-control pressure, claim treatment, prepetition creditor coordination, and potential
estate claims.
2. To date, the substance of these Rule 2004 issues has not been resolved. Nor has the
Trustee provided a clear position on whether he supports, opposes, seeks to narrow, seeks
to defer, or intends to independently pursue the requested discovery.

3. Rule 2004 discovery is appropriate because the requested records concern the Debtor's
. acts, conduct, property, liabilities, financial condition, potential claims, and matters affecting
administration of the estate. Mr. LaValley does not seek merits adjudication, trial discovery,
or discovery to prosecute. an adversary proceeding through this Supplement. He seeks
targeted pre-adversary discovery concerning matters that may affect estate administration,

including whether estate claims, claim objections, equitable remedies, insurance issues, or

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 4 of 30
other estate remedies should be pursued. To the extent any later adversary proceeding,
claim objection, or contested matter is filed, discovery in that later proceeding can be

governed by the applicable Bankruptcy Rules and any order of this Court. This Rule 2004
request is directed to pre-adversary estate investigation and record preservation.
Federal Rule of Bankruptcy Procedure 9016 makes Federal Rule of Civil Procedure 45
applicable in bankruptcy cases. Nevada Local Bankruptcy Rule 2004(c) provides that

production of documents may not be obtained solely through a Rule 2004 order, but may be
obtained by subpoena as provided by Civil Rule 45, as adopted by Bankruptcy Rule 9016.
. Accordingly, Mr. LaValley seeks authority to issue targeted Rule 2004 document subpoenas
to a narrow group of core custodians whose records are directly relevant to estate
administration and the issues already raised in ECF Nos. 63, 88, and 90.
. The immediate core subpoena custodians should be limited to: Gene Wong / RSF / RSF

Robotics |; the Wong Family Revocable Trust; Nevada Battle Born Growth Escalator, Inc.;
Fund | / Reno Seed Advisors, LP, including any manager, advisor, agent, or representative
involved in Cartwheel-related claims, creditor strategy, governance disputes, or financing

matters; Craig Macy; Engineered Arts / Nicolas Desmarais; and, to the extent necessary,
Scott Wiegand / Scale LLP for non-privileged records sufficient to identify the client
authority, Majority Holder basis, and factual basis for the February 4, 2026 acceleration
notice.
Records held by Fenwick & West and Holland & Hart should be preserved and made
available for Trustee review or further Court-directed process as appropriate, subject to any

privilege, work-product, estate-privilege, personal-privilege, common-interest, or related
issues. This Supplement does not seek a privilege ruling.
. Strategic and institutional counterparties are relevant at this stage primarily because they
demonstrate that outside value paths existed and because communications about those
paths may exist in the core custodians’ files. Mr. LaValley does not request immediate

subpoenas to every strategic or institutional counterparty.
. The requested categories are directed to records held by the core custodians identified
above and to records not presently available to Mr. LaValley, including investor-side,
creditor-side, counsel-side, BBG-side, RSF-side, Fund | / Reno Seed-side, Wong

Trust-side, Engineered Arts-side, Scale LLP-side, e-signature, board-platform,
capitalization-platform, funding-side, and third-party records necessary to evaluate estate
administration.

Case 26-50278-hlb

Doc 97

Entered 08/20/26
08/20/26 11:37:30

Page 5 of 30
Il. CORE ISSUES REQUIRING COORDINATED DISCOVERY
10. The existing Rule 2004 record should not be viewed as a collection of isolated disputes. It

reflects a connected pattern requiring discovery.
11. First, the record includes the August 18, 2025 communication attached to ECF No. 88,

Exhibit A, in which Gene Wong confirmed that he threatened to “tank the deal” over
disputed COI protective provisions. That communication ties disputed governance rights

directly to financing pressure and suggests that asserted CO! / ACOI control rights may
have been used as leverage over Cartwheel’s ability to raise or close financing.
12. Second, ECF No. 90 places the ACOI directly at issue. The ACO! became the instrument

through which Gene Wong / RSF later asserted board authority, investor-control rights,
protective provisions, veto rights, deemed-liquidation rights, and financing leverage.
13. The ACO! also raises a noteholder-disclosure issue. Mr. LaValley can testify that, in direct

communications, Edward P. Roski Ill and Modar Alaoui each told him that they were not
provided with the additional ACOI governance-control detail before investing, did not
receive any communication from Gene Wong explaining or seeking approval of those
additional governance-control provisions, and were not asked to participate in any vote,
written consent, election, designation, approval, or ratification concerning Gene Wong’s

asserted board authority or investor/ noteholder-representative authority. Discovery should
determine whether any other later noteholders received such disclosures, communications,
votes, consents, approvals, designations, or ratification requests, and whether any record
exists supporting Gene Wong’s asserted authority.

14. Discovery should determine whether any party prepared, requested, transmitted, received,

or withheld any analysis comparing the term sheet, note documents, and ACOI / amended
certificate, including any analysis identifying legal, governance, economic, investor-control,
board-authority, protective-provision, veto-right, deemed-liquidation, or noteholder-consent
terms allegedly changed, added, omitted, or expanded.

15. Mr. LaValley understands, based on communications and events during Cartwheel’s

governance-review process, that Fenwick & West and Holland & Hart reviewed issues
concerning the ACOI, corporate approvals, protective provisions, board authority,
governance validity, and attempted correction, and that those reviews raised substantial
issues concerning whether the ACOI was validly authorized, approved, ratified, or legally

effective.
16. The timing, routing, and execution process for the ACO! further support discovery. The

ACOI was circulated for review and filing approval during the opening days of the 2024A

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 6 of 30
financing, and communications from that period specifically identify board composition and
protective provisions as areas requiring attention. Mr. LaValley understands that, unlike
other definitive financing documents, Samantha Conway was not copied on the ACO!
transmission. Mr. LaValley further recalls that prior counsel Craig Macy walked Cartwheel

through the convertible note paragraph by paragraph, but did not provide a comparable
paragraph-by-paragraph review, explanation, or informed approval process for the ACOI.
Discovery should determine who requested the ACOI, who approved it, what review
occurred, what filing instructions were given, whether filing was treated as urgent, and

whether the ACOI was treated as a funding condition or practical prerequisite to wiring
funds.
17. The 2024A financing appears to have used the same note instrument acrossa rolling note
round, with separate holders funding at different times. That timing matters. Fund | / Reno
Seed Advisors, LP’s CN001 note was signed on or about July 31, 2024. The disputed ACOI

was executed and filed during the opening days of the 2024A financing, while funding was
still in progress and before later 2024A noteholders had funded or joined the round.
Available records concerning the timing of note execution, ACO! execution, ACOI filing, and
funding wires should be obtained and reviewed to determine whether Gene Wong / RSF
required, requested, conditioned, delayed, or waited for the disputed ACOI to be executed

or filed before any funding, continued funding, later funding, or additional funding occurred,
and whether the ACOI functioned as a practical funding condition used to secure asserted
governance-control rights during the opening phase of the round. Later 2024A noteholders,
including BBG, RSF Robotics |, the Wong Family Revocable Trust, Edward P. Roski III, and
Modar Alaoui, funded after the ACOI was filed. Accordingly, even if the same form note
instrument governed the round, the noteholder body was not fully formed when the disputed
ACOI was executed and filed and could not have acted as a complete holder class to
select, approve, designate, or ratify Gene Wong's asserted authority before those later
holders participated in the round.

18. If Gene Wong's board or investor-director authority was later explained as deriving from the
2024A noteholders, a noteholder-selection mechanism, or a noteholder-representative

theory, the estate should determine what noteholder body existed at the relevant time,
whether the class was complete, what election or consent mechanism existed, which

holders participated, whether later holders were informed of or bound by any alleged
selection, and whether any written consent, vote, designation, approval, or ratification
exists.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 7 of 30
19. Third, ECF No. 90 identifies a bridge financing term sheet bearing an apparent CEO
signature that Mr. LaValley states he did not authorize or execute. Mr. LaValley has further
identified that the DocuSign signature ID associated with that apparent signature matches
the signature ID from the earlier convertible note round, creating a document-provenance

issue requiring discovery.
20. The bridge financing issue is not limited to document provenance. Discovery should
determine whether the apparent signed bridge term sheet, any executed or purportedly
executed version of the bridge term sheet, any related board resolution, any related
approval record, or any related financing communication was transmitted, displayed,

forwarded, relied upon, or made available to any investor, prospective investor, BBG-related
party, SSBCl-related party, state-funding participant, strategic counterparty, or other third
party.

21. Discovery should also determine whether any BBG representative, including Kyle

Ferguson, was shown, told about, received, or otherwise exposed to the bridge term sheet,
its terms, its apparent signature, any related approval record, or Gene Wong / RSF’s
position concerning the bridge financing.
22. Fourth, the bridge and SAFE document issues warrant discovery into whether executed,
circulated, or approval-related financing documents were later modified, conformed,

re-routed, or re-executed to satisfy BBG match-funding requirements, investor-schedule
requirements, or other financing conditions.
23. Fifth, ECF No. 90 attaches the November 6, 2025 RSF demand letter. That letter followed
months of governance conflict, disputed authority, financing pressure, successor-counsel
review, and asserted rights under the disputed ACOI.

24. Sixth, the existing Rule 2004 record identifies Engineered Arts as a value-preserving

strategic path and raises the question whether that path was impaired by litigation threats,
investor-side pressure, disputed authority, governance disputes, or communications
involving Gene Wong / RSF, prior counsel, and other parties.

25. Seventh, Cartwheel’s broader strategic and institutional paths were not theoretical. Mr.
LaValley’s accompanying declaration identifies a signed Google DeepMind partner

agreement, selection by Amazon leadership for Amazon’s exclusive invite-only MARS
event, two direct one-on-one meetings with Vinod Khosla, and communications,
introductions, meetings, or active discussions with Khosla Ventures, Sequoia Capital,
Samsung, Amazon, NVIDIA, Volkswagen, Sony, B Capital, and others.

,

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 8 of 30
26. By October and November 2025, Cartwheel had multiple value-preserving acquisition,
strategic-financing, or commercial paths in discussion, including Andromeda, Engineered

Arts, Humanoid Global, and Wonderstone / Murata.
27. Those facts are not offered to seek immediate subpoenas to every strategic or institutional

counterparty. They show that outside value paths existed and that core-custodian records
should be obtained to determine whether Gene Wong / RSF’s disputed governance rights,
financing leverage, litigation threats, or investor-control assertions impaired those paths.

28. Eighth, the Murata strategic financing opportunity further sharpens the need for targeted
discovery. Murata was a serious corporate venture / strategic investor interestedin

Cartwheel’s technology and business. BBG was given an opportunity to participatein the
Murata financing. Gene Wong was aware of the Murata round and, during a November 20,
2025 lunch meeting with Modar Alaoui and Mr. LaValley, asked to speak with Murata so that

he could perform diligence.
29. That requested diligence contact is discovery-relevant. In light of the existing record

concerning Mr. Wong’s prior threat to “tank the deal,” the estate should determine whether
Mr. Wong’s requested contact with Murata was bona fide diligence or whether it was used,

directly or indirectly, to impair, discourage, delay, condition, or undermine a serious strategic
financing opportunity outside Gene Wong / RSF’s preferred investor channel.
30. The Murata strategic financing did not close after Murata required or expected the
$2,500,000 committed-capital condition to be satisfied by December 15, 2025. Mr. LaValley
understands that Murata may have been led to believe that the required capital was already

lined up or softly committed. Mr. LaValley does not currently know what representations
were made to Murata, by whom, when they were made, which investors were described as
“committed or likely to participate, whether those representations were accurate, which

investors, Petitioning Creditors, Gene Wong / RSF-related sources, BBG representatives,
or other parties were informed of the December 15 closing expectation, whether they were

asked to participate in satisfying it, or whether creditor-side alternatives, acceleration,
bankruptcy, asset-auction, hold-company, or other recovery strategies were being
considered at or around the same time.

31. Ninth, Craig Macy’s role should not be reviewed as a narrow, isolated issue. Mr. LaValley
understands that Mr. Macy introduced or connected Gene Wong to Cartwheel on or about

February 7, 2024, while serving as Cartwheel’s counsel and before the disputed financing
and governance structure was created.

32. Mr. LaValley understands that, while serving as Cartwheel’s counsel, Mr. Macy also
performed legal or transaction-related work for, communicated on behalf of, or otherwise

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 9 of 30
served interests associated with Gene Wong / RSF in connection with relevant financing,
governance, or investor-side matters. Discovery should determine the nature and scope of
those relationships, whether they constituted simultaneous or dual representation, whether

any conflict disclosure or informed-consent waiver existed, and whether any such
relationship affected the ACOI, bridge financing documents, board-authority explanations,
investor-control rights, or potential estate claims.
33. Mr. Macy also appears to have held warrants, equity, or other economic interests in
Cartwheel while involved in financing, governance, ACOI drafting or review, board authority,
investor-control rights, cap-table diligence, successor-counsel review, or potential claims.
Mr. LaValley understands that Mr. Macy later requested cancellation, voiding, surrender, or
removal of those interests. The first communication requesting or proposing cancellation,

who initiated it, who participated, what explanation was given, and whether the issue was
connected to ACO! defects, Gene Wong’s asserted authority, financing pressure,
successor-counsel review, or potential claims are all proper subjects for Rule 2004

discovery.
34. The timing matters. By December 2025, Cartwheel’s operating business had ceased or was
no longer capable of preserving enterprise value through ordinary operations. The
December 2025 strict-foreclosure and vacancy sequence should be treated as the endpoint
of collapse, not the beginning of the value-loss inquiry.
35. This Supplement does not depend on residual hard-asset value after collapse. The value

issue is whether financing, acquisition, strategic-investor, customer, commercial,
partnership, or institutional paths were impaired while enterprise value still could have been
preserved.

36. Taken together, these issues show why coordinated Rule 2004 discovery is necessary:
disputed governance rights were allegedly created or inserted; noteholders may not have
been informed of added governance-control provisions; prior counsel later rationalized or

explained Gene Wong's authority; Gene Wong / RSF asserted those rights; financing and
strategic alternatives were pressured; serious outside financing and strategic paths existed;
the February 4 notice later purported to accelerate all 2024A Notes before the involuntary
petition; and the company ultimately collapsed before an involuntary Chapter 7 petition was

filed.

lil. CLAIMS-FOCUSED DISCOVERY AND
RECORDS-IN-THEIR-HANDS PROBLEM

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 10 of 30
37. The recently filed proofs of claim by Petitioning Creditors and Gene Wong / RSF-related

investor claimants confirm that the Petitioning Creditors should not be treated as neutral
record custodians or detached participants in a routine estate-administration process.
38. Nevada Battle Born Growth Escalator, Inc.’s Claim No. 8-1, Fund |, a series of Reno Seed
Advisors, LP’s Claim No. 9-1, the Wong Family Revocable Trust’s Claim No. 11-1, and RSF
Robotics I’s Claim No. 12-1 do not merely assert repayment of investment instruments.

They preserve broader litigation positions, including alleged default, attorneys’ fees and
costs, change-of-control repayment rights, SAFE cash-out theories, setoff, recoupment, and
potential claims against non-Debtor persons and entities.

39. The involuntary petition was filed on March 19, 2026. Those claims were filed on July 9 and

July 10, 2026, after ECF No. 94 noted that the Petitioning Creditors had not yet filed proofs
of claim and shortly before the claims bar date.
40. Claim No. 8-1 asserts a claim based on a $500,000 convertible promissory note and a
$450,000 SAFE. Claim No. 9-1 asserts a claim based on a $150,000 convertible
promissory note. Claim No. 11-1 asserts a claim based on.a $50,000 convertible

promissory note. Claim No. 12-1 asserts a claim based on a $150,000 convertible
promissory note and a $450,000 SAFE. The claims assert alleged default, attorneys’ fees
and costs, and potential repayment rights tied to change-of-control provisions. Claim Nos.
8-1 and 12-1 also assert or preserve contingent SAFE “Cash-Out Amount” theories based
on alleged Liquidity Event or Dissolution Event triggers.

41. The need for claims-focused discovery is further confirmed by the February 4, 2026

acceleration notice contained in ECF No. 73, Exhibit P. That notice stated that an Event of
Default had occurred under Section 4(a) of the 2024A Notes and that the Notes had
accelerated, but it did not identify the particular contractual Event of Default allegedly
triggered, the facts constituting that default, the date of the alleged default, the holders

authorizing acceleration, the principal amount represented by those holders, or the basis for
concluding that the contractual Majority Holders threshold had been satisfied.
42. The February 4 notice demanded principal, accrued interest, and enforcement-related
amounts, but did not invoke or calculate the change-of-control repayment premiums, SAFE

Cash-Out Amounts, or other enlarged recovery theories later asserted or preserved in
Claim Nos. 8-1, 9-1, 11-1, and 12-1.
43. The timing of the February 4, 2026 acceleration also warrants discovery because the
2024A financing wasa rolling note round with contractual maturity / conversion timelines

that had not yet run when the acceleration notice was issued and when the involuntary

petition was filed. The estate should determine why acceleration, creditor-side remedies,

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 11 of 30
and the involuntary petition were pursued before the note series’ maturity / conversion
framework had run its course, whether the February 4 acceleration arose independently
from a contractual default determination or instead formed part of a developing coordinated

creditor-enforcement, asset-recovery, or bankruptcy strategy, and whether those decisions
were coordinated with later claim theories, change-of-control premium theories, SAFE
cash-out theories, setoff or recoupment theories, or non-Debtor liability reservations.

A. The February 4, 2026 Acceleration Notice Raises a Threshold Authority
Question
44. The February 4 acceleration notice raises an additional threshold question concerning
Majority Holder authorization. The 2024A Convertible Promissory Notes provide that,
following an Event of Default, acceleration occurs only “at the option and upon the
declaration of the Majority Holders.” The Notes therefore do not appear to give any single
holder, lead investor, creditor-side actor, or attorney unilateral authority to accelerate all

outstanding Notes.
45. On February 4, 2026, attorney Scott Wiegand sent the acceleration notice stating that he
was acting “on behalf of the holders of 2024A Convertible Promissory Notes.” In that
communication, Mr. Wiegand represented that “each of the Notes has accelerated” and

referred to remedies to be pursued by “The Majority Noteholders.”
46. Nevada Battle Born Growth Escalator representative Christine Guerci was copied on the
February 4 communication. BBG held a $500,000 2024A Note and therefore appears

potentially significant to any determination of which holders constituted the contractual
Majority Holders.
47. The February 4 notice therefore raises a straightforward factual question: which holders
authorized Mr. Wiegand to exercise the contractual acceleration right on behalf of the
Majority Holders?
48. lf BBG authorized, consented to, participated in, or ratified the February 4 acceleration, that
fact would be relevant to the extent of substantive prepetition coordination among BBG,

Gene Wong / RSF-related holders, other 2024A holders, and creditor counsel before the
filing of the involuntary petition.
49. If BBG did not authorize, consent to, participate in, or ratify the February 4 acceleration,
discovery is necessary to determine which holders actually constituted the Majority Holders,
whether the required declaration occurred, when and how it occurred, what authority Mr.

Wiegand possessed to represent that each outstanding Note had accelerated, and whether

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 12 of 30
Mr. Wiegand had authority to speak for BBG or any other holder whose authorization was
required to reach the Majority Holders threshold.
50. This issue is relevant not merely to contract enforcement, but also to the chronology of
creditor coordination, the validity and factual basis of the asserted acceleration, the nature

and amount of the claims being asserted, counsel's authority to act for the creditor group,
and the development of creditor strategy preceding the involuntary petition.
51. Rule 2004 discovery should therefore determine: each holder who authorized, approved,

consented to, participated in, or ratified the February 4 acceleration; the date and manner of
each such authorization; communications among Gene Wong / RSF, BBG, other 2024A

holders, and Scott Wiegand / Scale LLP concerning default or acceleration; the holders
alleged to constitute the Majority Holders for purposes of acceleration; instructions or
authority provided to Mr. Wiegand concerning the acceleration notice; whether BBG
authorized Mr. Wiegand to act on its behalf; whether BBG subsequently ratified the
acceleration; communications concerning enforcement strategy following the February 4

notice; communications connecting the acceleration to Engineered Arts, asset recovery,
foreclosure, demand strategy, or bankruptcy strategy; and the basis for Mr. Wiegand’s
representation that “each of the Notes has accelerated.”
52. Mr. LaValley does not ask the Court at this stage to determine whether the February 4
acceleration was valid or invalid. He seeks discovery because the February 4 notice is a
concrete prepetition event through which the extent of creditor coordination, Majority Holder

authority, claim-development strategy, and the development of the later
involuntary-bankruptcy strategy can be tested.

53. Claim Nos. 8-1, 9-1, 11-1, and 12-1 reserve rights to seek damages against Debtor’s
officers and/or directors, including Scott LaValley and Samantha Conway, for alleged

breach of fiduciary duty, alter ego liability, successor liability, conversion, fraud, and related
matters. They also reserve rights to seek damages against 6127 Reno Hwy, LLC and/or
Autonomous Ops, Inc., including their officers, directors, members, managers, partners,
and related persons, including Bill LaValley, Barbara LaValley, and Samantha Conway.

54. These claims raise a threshold relationship-and-control issue. The estate should determine

the relationship among Gene Wong, RSF, RSF Robotics |, the Wong Family Revocable
Trust, Fund | / Reno Seed Advisors, LP, Nevada Battle Born Growth Escalator, Inc., and
any related investment vehicles, managers, advisors, agents, counsel, or representatives
involved in claim preparation, creditor strategy, financing pressure, governance disputes,

acceleration, and the involuntary petition.

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 13 of 30
55. The Section 341 record now confirms the records-in-their-hands problem. Mr. LaValley
appeared and testified under oath at Section 341 meetings held on May 21, 2026 and June

12, 2026. Petitioning Creditors’ counsel appeared at both meetings and questioned him on
issues that overlap with the Petitioning Creditors’ later claim reservations and disputed
claim theories. Those subjects included Engineered Arts, asset disposition, landlord /
secured-creditor issues, insider or family-related secured interests, October 21 UCC-1

filings, fiduciary-duty issues, records access, and communications preserved or filed at ECF
No. 63.
56. At the June 12, 2026 continued Section 341 meeting, Gene Wong also appeared by phone
and stated that he was appearing as a petitioning creditor for the Reno Seed Fund. His
appearance further underscores why the estate record should not be built solely through

examination of Mr. LaValley and Ms. Conway while Gene Wong / RSF-side records,
creditor-side records, BBG-side records, claim-preparation records, acceleration records,
Majority Holder authorization records, and related-custodian records remain unproduced.
57. Those topics are not merely personal-defense issues. They bear on estate administration,

claim treatment, possible objections, possible offsets or recoupment, potential estate
claims, and whether the estate’s value was impaired before operational collapse by
disputed governance rights, financing pressure, strategic-alternative impairment, or
creditor-side conduct.
58. The estate should not continue building a sworn record from designated persons on

document-specific issues while the key records remain with the parties who asserted the
disputed rights, filed the claims, participated in the involuntary petition, accelerated or
purported to accelerate the Notes, and questioned the designated persons. The June 12
transcript set the next continued Section 341 meeting for July 10, 2026. That continued
meeting was later moved to September 28, 2026. The September 28 continuation should

therefore be coordinated with, or at minimum informed by, a Rule 2004 procedure
addressing preservation and production of core-custodian records.

59. Petitioning Creditors may seek to frame this case as a simple final-month collapse, failure,
foreclosure, or records problem. That framing is incomplete. Final wind-down events
occurred after months of disputed governance authority, investor-side pressure, financing
instability, strategic-transaction interference, counsel-side conduct, document-integrity

issues, acceleration activity, and creditor-side recovery activity.
60. The relevant estate question is not merely what happened at the end of the company’s life,

but what caused Cartwheel’s financing, strategic alternatives, investor confidence, and
enterprise value to fail before the final wind-down.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 14 of 30
61. The Petitioning Creditors are not neutral record custodians for these issues. Their own
conduct, communications, asserted rights, demand letters, financing pressure, governance
positions, acceleration activity, and coordination are part of the proposed Rule 2004 inquiry.
62. The “insider” label should not obscure the practical reality of record custody and influence.
Founder status does not give Mr. LaValley possession of investor-side communications,
creditor-side strategy, BBG communications, RSF-related communications, Fund | / Reno

Seed communications, counsel files, DocuSign records, funding records, board-platform
records, capitalization-platform records, Majority Holder authorization records, or third-party
strategic-counterparty communications.

63. If the Petitioning Creditors’ narrative is correct, targeted production will confirm it. If the
narrative is incomplete, selectively developed, or inaccurate, targeted production is the only

way to expose that before the estate loses claims, records, insurance rights, or
strategic-value evidence.

IV. TARGETED DOCUMENT CATEGORIES
64. Mr. LaValley seeks authority to obtain targeted Rule 2004 document production from the
core custodians identified above and preservation / Trustee review of relevant counsel
records. The requested production should include the following categories.

A. ACOI, Governance, Noteholder-Receipt, and Counsel-Review Records
65. Records concerning the drafting, negotiation, circulation, filing, approval, authorization,

ratification, attempted correction, or attempted reversion
of the ACOI.
66. Records concerning the insertion, addition, modification, or expansion of
governance-control provisions, protective provisions, veto rights, investor-approval rights,
board-composition rights, deemed-liquidation rights, or noteholder-consent rights in the
ACOI.
67. Records sufficient to identify any analysis, list, summary, draft, redline, annotation,

comparison, communication, or legal review concerning terms in the ACOI / amended
certificate that allegedly differed from, expanded upon, or were not disclosed in the term
sheet, note, or financing materials presented to Cartwheel, the Board, or 2024A
noteholders.

68. Records sufficient to determine what each 2024A noteholder received before investing,
including whether any noteholder received the ACOI, amended COI, draft governance

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 15 of 30
documents, redlines, board-consent materials, noteholder-consent materials, or other
documents reflecting the governance-control provisions later asserted by Gene Wong /
RSF, or instead received only the note, term sheet, or financing materials that did not
disclose those provisions.

69. Records sufficient to determine whether any 2024A noteholder approved, ratified,

consented to, or was later informed of governance-control provisions later asserted by
Gene Wong / RSF.
70. Records sufficient to determine whether Gene Wong was selected, elected, designated,
approved, seated, or ratified as a board member, investor director, noteholder
representative, or holder of any special governance authority; what noteholder body existed
at that time; whether the noteholder class was complete; and whether later noteholders

were informed of or bound by any alleged selection, election, designation, approval,
consent, or ratification.

71. Records sufficient to determine when Gene Wong first claimed, was identified as, acted as,

was treated as, or was granted company-system access as a Cartwheel director, board
member, investor director, noteholder representative, or holder of special governance

authority; the instrument, consent, appointment, election, designation, NDA, board action,
noteholder action, Carta access setting, or other record relied upon for that status; and any
communications with BBG or any investor concerning a three-person board,
board-composition requirements, or the terms of the outstanding convertible notes.

72. Records sufficient to identify the transmission, receipt, access, review, signature, approval,

or withholding of ACOl-related documents, including email transmittals, DocuSign
envelopes, signature certificates, document histories, audit trails, redlines, board-consent
materials, noteholder-consent materials, and cloud-storage records showing who received

which versions and when.
73. Records sufficient to determine the sequence of events concerning CN001 note execution,

ACOI circulation, ACO! approval, ACO! execution, ACOI filing, and all 2024A funding wires,
including whether Gene Wong, RSF, Fund | / Reno Seed Advisors, LP, or any related
person required, requested, conditioned, delayed, or waited for the disputed ACOI to be

executed or filed before any funding, continued funding, later funding, or additional funding
occurred, and whether any ACOI execution, ACOI filing, governance-control provision,
board-authority provision, veto right, protective provision, deemed-liquidation right, or
noteholder-consent provision was treated as a condition, prerequisite, or practical

requirement for funding.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 16 of 30
74, Records held by Fenwick & West and Holland & Hart concerning review, analysis,
conclusions, advice, communications, notes, memoranda, drafts, or files concerning the
ACOI, corporate approvals, governance validity, attempted correction, and any substantial
issues concerning whether the ACO! was validly authorized, approved, ratified, or legally

effective, subject to Trustee review, privilege logs, meet-and-confer procedures, and further
Court order as necessary.

B. Bridge Financing, Document-Integrity, and Post-Execution Modification
Records
15. Records concerning the April 2025 bridge financing term sheet, including any apparent
CEO signature, origin, metadata, audit trail, envelope history, document history, signature

ID, certificate, platform logs, transmission records, execution history, and records sufficient
to determine whether the signature ID associated with the apparent bridge-term-sheet
signature matches the signature ID from the earlier convertible note round.
76. Records sufficient to determine who prepared, circulated, edited, approved, transmitted,
stored, or relied upon the bridge financing term sheet, and who had access to the

underlying signature, document platform, template, envelope, or execution workflow.
TT. Records sufficient to determine whether the April 2025 bridge financing term sheet bearing
the apparent CEO signature, any executed or purportedly executed version of that term
sheet, any related board resolution, any related approval record, or any related financing

communication was transmitted, displayed, forwarded, relied upon, or made available to
BBG, Kyle Ferguson, any BBG-related party, any SSBCI-related party, any investor,
prospective investor, or other third party.
78. Records sufficient to determine whether any BBG representative, including Kyle Ferguson,
was shown, told about, received, or otherwise exposed to the bridge term sheet, its terms,
its apparent signature, any related approval record, or Gene Wong / RSF’s position

concerning the bridge financing; and whether any recipient was told or allowed to believe
that Cartwheel had approved, accepted, executed, or agreed to that proposed bridge
financing structure.

79. Records sufficient to determine whether the bridge financing term sheet included
governance, protective-provision, investor-control, deemed-liquidation, board-approval, or

noteholder-consent language that differed materially from, expanded upon, or was more
restrictive than the rights and language contained in the first convertible note round, despite

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 17 of 30
Gene Wong / RSF representing or characterizing the bridge terms as identical or consistent
with that earlier round.

80. Records sufficient to determine whether any term sheet, SAFE, convertible note, investor

schedule, schedule of investors, Rock Bank/ Rockbank document, BBG match-funding
document, board resolution, approval record, or related financing document was revised,
amended, re-cut, re-routed, replaced, corrected, conformed, re-sent, or re-executed after
initial execution or circulation, including records sufficient to identify who requested the

change, why it was made, who approved it, and what version was transmitted to any
investor, BBG-related party, or funding participant.

C. Financing, Investor-Control, Related-Claimant, Acceleration, Murata, and
Outside Strategic Path Records
81. Records concerning communications by or with Gene Wong, RSF, RSF Robotics |, the
Wong Family Revocable Trust, Fund | / Reno Seed Advisors, LP, Nevada Battle Born

Growth Escalator, Inc., and Petitioning Creditors concerning Cartwheel financing, investor
rights, protective provisions, veto rights, board authority, board composition,
deemed-liquidation rights, financing approvals, non-RSF financing sources, or threats to
block, tank, delay, condition, impair, or oppose financing.
82. Records held by the core custodians concerning prospective investor interest, institutional
investor interest, strategic investor interest, customer or commercial interest, partner

relationships, non-RSF financing sources, financing sources outside Gene Wong / RSF’s
preferred investor channel, and the outside strategic and institutional paths identified in this
Supplement.

83. Records concerning the Murata strategic financing opportunity, including BBG’s opportunity
to participate, Gene Wong's awareness of the Murata round, Gene Wong's request to

speak with Murata for diligence, the November 20, 2025 lunch meeting involving Gene
Wong, Modar Alaoui, and Mr. LaValley, communications between Gene Wong / RSF and
Murata, communications concerning whether Mr. Wong’s Murata contact was
diligence-related or was used to impair, discourage, delay, condition, or undermine the
Murata strategic financing opportunity, the December 15, 2025 $2,500,000

committed-capital closing expectation or condition, including any representation to Murata
that the required capital was lined up, softly committed, committed, likely to close, or
otherwise available, communications with existing investors regarding that condition, any
investor refusal or decision not to participate, communications with BBG regarding match

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 18 of 30
funding or strategic financing, and communications occurring at or around the same time
concerning creditor-side alternatives, acceleration, bankruptcy, asset-auction,

hold-company, or other recovery strategies.
84. Records concerning whether Gene Wong / RSF sought to keep Cartwheel dependent on

investor sources preferred, controlled, influenced, or curated by Gene Wong / RSF.
85. Records concerning BBG’s participation, matching funds, public funds, investment process,

reliance on Gene Wong / RSF, alignment with Gene Wong / RSF, strategic-financing
decision-making, participation in governance pressure, and participation in prepetition
creditor enforcement strategy. This includes records concerning the February 4, 2026
acceleration notice; any authorization, consent, instruction, approval, vote, or ratification
provided by BBG concerning declaration of an Event of Default or acceleration of BBG’s
2024A Note; communications with Scott Wiegand or Scale LLP concerning acceleration;

communications identifying the holders constituting the Majority Holders for purposes of
acceleration; and communications with Gene Wong / RSF or other 2024A holders
concerning enforcement strategy before the involuntary petition.

86. Records sufficient to identify the formation, ownership, management, authority,

capitalization, source of the funds used for the Cartwheel investments, any relevant
inter-vehicle transfers or transfer timing, investor-level ownership, series records, and
internal authorization records for RSF Robotics |, any series of RSF Master LLC, Fund | /
Reno Seed Advisors, LP, the Wong Family Revocable Trust, and any related RSF, Reno

Seed, or Gene Wong-controlled or Gene Wong-related investment vehicle involved in
Cartwheel financing, claim preparation, creditor strategy, acceleration, or the involuntary
petition.
87. Records sufficient to identify the ownership, control, management, authority, agency,
advisory, investment, representative, counsel, or other relationship among Gene Wong,
RSF, RSF Robotics |, the Wong Family Revocable Trust, Fund |, Reno Seed Advisors, LP,

Nevada Battle Born Growth Escalator, Inc., and any related investment vehicles, managers
advisors, agents, counsel, or representatives involved in claim preparation, creditor
strategy, financing pressure, governance disputes, acceleration, or the involuntary petition.

88. Records concerning whether Petitioning Creditors, Gene Wong / RSF, Fund | / Reno Seed
Advisors, BBG, the Wong Family Revocable Trust, RSF Robotics |, or related claimants

coordinated before filing the involuntary petition and why Petitioning Creditors filed an
involuntary Chapter 7 petition after secured-creditor remedies had already occurred.
89. Records concerning Claim Nos. 8-1, 9-1, 11-1, and 12-1, the February 4, 2026 acceleration
notice contained in ECF No. 73, Exhibit P, and the decision to pursue acceleration,

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 19 of 30
creditor-side remedies, or the involuntary petition before the maturity / conversion
framework for the 2024A note series had run its course, including communications
concerning the claims, acceleration, itemized calculations, alleged default dates, alleged
default triggers, holder authorizations, Majority Holders analysis, attorneys’ fee and cost

theories, change-of-control repayment theories, repayment-premium theories, SAFE
cash-out theories, asserted Liquidity Event or Dissolution Event triggers, setoff or
recoupment theories, reservations of rights, and any prepetition or postpetition
communications concerning potential claims against Mr. LaValley, Ms. Conway, 6127 Reno

Hwy, LLC, Autonomous Ops, Inc., Bill LaValley, Barbara LaValley, family members, affiliated
entities, or other non-Debtor parties. This request includes non-privileged records sufficient

to identify the client or clients on whose authority the February 4, 2026 acceleration notice
was issued, the holders relied upon as the contractual Majority Holders, the authorizations
relied upon to declare the Notes accelerated, and the basis for the representation that
“each of the Notes has accelerated.”

90. The request in paragraph 89 includes records sufficient to identify any transaction, event,

foreclosure, collateral acceptance, asset disposition, corporate action, bankruptcy-related
event, or other occurrence that any claimant contends constituted a Change of Control, the
contractual provision allegedly triggered, the date and facts supporting that contention,
whether the alleged event involved all or substantially all of Cartwheel’s assets, any

required notice, timing, or holder-election procedures, and the calculation of any asserted
100% repayment premium.

D. Engineered Arts and Other Value-Preserving Path Records
91. Records concerning Engineered Arts, Nicolas Desmarais, Andromeda, Humanoid Global,
Wonderstone / Murata, and any acquisition, financing, asset-purchase, investor roll-forward,

strategic partnership, strategic financing, technology transaction, commercial path, or other
value-preserving path involving any of them.
92. Records concerning whether Gene Wong / RSF threatened litigation, asserted veto rights,

asserted protective-provision rights, asserted deemed-liquidation rights, asserted
investor-approval rights, demanded to be copied on communications, or otherwise

pressured Cartwheel, Mr. LaValley, Ms. Conway, Craig Macy, Engineered Arts, directors,
investors, or other parties to reject, delay, alter, condition, or abandon any Engineered Arts

acquisition, financing, asset-purchase, investor roll-forward, or strategic-transaction path.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 20 of 30
93. Records concerning whether Engineered Arts, Andromeda, Humanoid Global,
Wonderstone / Murata, or any other value-path counterparty was told, directly or indirectly,
that Gene Wong / RSF held approval rights, veto rights, deemed-liquidation rights,

board-control rights, or other control rights.

E. Craig Macy Warrants, Equity, Conflict, and Cap-Table Records
94. Records concerning Craig Macy's introduction, referral, or connection of Gene Wong / RSF
to Cartwheel.

95. Records concerning any warrants, equity, options, advisory shares, compensation rights,

success-based rights, contingent rights, or other economic interests held by Craig Macy.
96. Records concerning the issuance, approval, disclosure, amendment, cancellation, voiding,

surrender, removal, waiver, release, or modification of those interests.
97. Records concerning any request to cancel, void, surrender, remove, waive, release, or
modify those interests, including the first communication in which cancellation, voiding,
surrender, removal, waiver, release, or modification was requested or proposed.

98. Records sufficient to determine who initiated that request, who participated in

communications concerning that request, whether Gene Wong / RSF, other investors,
successor counsel, directors, or cap-table recipients were involved, whether those interests
were disclosed, whether those interests were reflected in cap-table materials, and whether

cancellation or removal of those interests was connected to the ACOI, Gene Wong’s
asserted authority, financing pressure, bridge financing, Engineered Arts, or potential
claims.

. 99. Records concerning whether Craig Macy’s simultaneous representation of Cartwheel and
Gene Wong / RSF created any conflict issue, disclosure issue, informed-consent issue,

governance issue, financing issue, or potential estate-claim issue.

F. Insurance, Estate Claims, and Claim-Treatment Records
100.

Records concerning directors-and-officers insurance, errors-and-omissions insurance,

professional-liability insurance, prior counsel malpractice coverage, any notice of claim,
reservation of rights, denial, coverage position, or insurance correspondence.

101.

Records, to the extent relating to Cartwheel or the matters described in this

Supplement, concerning potential claims against Petitioning Creditors, investors, prior
counsel, professionals, or other non-Debtor third parties, including any estate claims arising

from ACOI defects, governance-control rights, financing interference, strategic-alternative

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 21 of 30
impairment, institutional-path impairment, commercial-path impairment, document-integrity
issues, dual-representation issues, claim-treatment issues, Majority Holder authorization
issues, related-claimant coordination, Murata-related strategic-financing decisions, or prior
counsel conduct.

V. PRESERVATION, SECTION 341 SEQUENCING, AND
REQUESTED RELIEF
102.

Delay creates prejudice. Many relevant records are likely held in native electronic form

by third parties, including emails, e-signature records, board-platform records,
capitalization-platform records, cloud-storage records, metadata, cap-table files, board
materials, legal drafts, investor communications, demand-letter communications, financing
records, partner records, strategic-counterparty communications, customer or commercial

communications, claim-preparation communications, related-claimant communications,
acceleration communications, holder-authorization records, Majority Holder analysis,
Murata-related strategic-financing communications, and event-selection records.
103.

If those records are not preserved promptly, the estate may lose the ability to determine

whether claims exist before any party has tested the Petitioning Creditors’ narrative.

104.

Mr. LaValley appeared and testified under oath at Section 341 meetings held on May

21, 2026 and June 12, 2026. Petitioning Creditors’ counsel appeared at both meetings and
questioned him on disputed governance, Engineered Arts, records, asset disposition,
landlord / secured-creditor issues, insider or family-related secured interests, October 21

UCC-1 filings, fiduciary-duty issues, records access, and communications preserved or filed
at ECF No. 63, while Claim Nos. 8-1, 9-1, 11-1, and 12-1 reserve potential personal claims
against him and related non-Debtor parties on overlapping subjects. Gene Wong also
appeared by phone at the June 12 continued meeting and stated that he was appearing as
a petitioning creditor for the Reno Seed Fund. The next continued Section 341 meeting is
currently scheduled for September 28, 2026. Prompt Rule 2004 coordination is therefore

warranted so that overlapping sworn examination does not continue against a record in
which the corresponding investor-side, creditor-side, counsel-side, and third-party
documents remain unavailable.

105.

The same subjects explored through Section 341 questioning require targeted

discovery from the Petitioning Creditors, Gene Wong / RSF, Nevada Battle Born Growth
Escalator, Inc., Fund | / Reno Seed Advisors, LP, the Wong Family Revocable Trust, RSF

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 22 of 30
Robotics !, Craig Macy, Engineered Arts, counsel records, Scott Wiegand / Scale LLP for
limited non-privileged acceleration-authority records, and other third-party custodians as
appropriate. This Supplement doesnot ask the Court to preside over or supervise the

Section 341 meeting. It asks the Court to address the separate Rule 2004 process promptly
so that estate administration is informed by records held by the parties whose conduct,
authority, claims, and communications are themselves subjects of the proposed inquiry.
106.

Mr. LaValley respectfully requests that the Court enter an order, or otherwise direct case

administration, providing that:

a. the pending Rule 2004 matters at ECF Nos. 63, 88, and 90 remain live and should be addressed

in a coordinated manner;
b. the Trustee be invited to state whether he supports, opposes, seeks to narrow, seeks to defer,
does not oppose, or intends to independently pursue the Rule 2004 discovery requested in ECF
Nos. 63, 88, and 90;

c. Mr. LaValley, as a creditor and party in interest, be authorized to issue targeted Rule 2004
document subpoenas under Federal Rules of Bankruptcy Procedure 2004 and 9016 to the core

custodians identified in paragraph 6, subject to appropriate limits, objections, privilege logs,
meet-and-confer procedures, and further Court order as necessary;
d. any immediate Rule 2004 production be limited to the core custodians identified in paragraph 6,
without prejudice to later discovery from additional custodians if core-custodian records show that
further production is necessary;
e. records held by Fenwick & West and Holland & Hart concerning the ACOI, corporate approvals,

governance validity, attempted correction, and any conclusions regarding the legal effectiveness of
the ACOI be preserved and made available for Trustee review or further Court-directed process as
appropriate, with any privilege, work-product, estate-privilege, personal-privilege, common-interest,
or related issues addressed through appropriate privilege logs, Trustee review, meet-and-confer

procedures, or further Court order as necessary;
f. the Trustee, Petitioning Creditors, and core third-party custodians preserve native records,
metadata, e-signature records, board-platform records, capitalization-platform records, financing

communications, ACOI records, bridge financing records, Engineered Arts communications,
counsel files, insurance records, warrant/equity records, cap-table records, Murata-related

strategic-financing records, Claim Nos. 8-1, 9-1, 11-1, and 12-1 communications, February 4, 2026
i

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 23 of 30
acceleration-notice communications, Majority Holder authorization records, related-claimant
communications, and other records described in this Supplement pending further order;
g. the Court address the pending Rule 2004 procedure before the currently scheduled September
28, 2026 continued Section 341 meeting if practicable, or as promptly as the Court’s calendar

permits, and permit the Trustee to coordinate the timing and sequencing of Rule 2004 production
and continued examination as the Trustee deems appropriate for estate administration, without
asking the Court to preside over or supervise the Section 341 meeting; and

h. the Court grant such other and further relief as is just and proper.

VI. CONCLUSION
107.

The existing Rule 2004 record and later developments now present a concrete

estate-administration problem. Since ECF Nos. 63, 88, and 90, Petitioning Creditors and
related claimants filed Claim Nos. 8-1, 9-1, 11-1, and 12-1, preserving enlarged recovery
theories and potential personal claims against Mr. LaValley, Ms. Conway, and related
non-Debtor parties; the February 4, 2026 acceleration notice has sharpened questions

concerning contractual Majority Holder authority and prepetition creditor coordination; and
the Section 341 process has continued to develop a sworn record on overlapping subjects
while the corresponding creditor-side, investor-side, counsel-side, and third-party records
remain unproduced.
108.

The record contains multiple concrete warning signs that justify targeted discovery: the

disputed ACOI and noteholder-timing and disclosure issues; the August 18, 2025
communication confirming Gene Wong's threat to “tank the deal” over disputed protective
provisions; the Engineered Arts litigation-threat and strategic-alternative pattern; the bridge
financing term sheet bearing an apparent unauthorized CEO signature and matching
signature-ID issue; possible post-execution financing-document modification issues; the
November 6, 2025 RSF demand letter; the Murata strategic-financing sequence; the

February 4, 2026 acceleration notice; and the later proofs of claim. Those events are not
offered as adjudicated findings. They are concrete predicates for obtaining the records
necessary to determine what occurred.
109.

The acceleration notice adds a distinct threshold issue. It asserted acceleration of the

2024A Notes before the maturity / conversion framework for the rolling note series had run
its course, without identifying the particular contractual Event of Default, the facts

Case 26-50278-hlb

Doc 97

Entered 08/20/26 11:37:30

Page 24 of 30
constituting that default, the holders authorizing acceleration, the principal amount
represented by those holders, or the basis for concluding that the contractual Majority
Holders threshold had been satisfied. Because Mr. Wiegand purported to exercise a
contractual power belonging to the Majority Holders, discovery is necessary to determine

who authorized him, whether BBG participated in, authorized, or ratified that prepetition
creditor-enforcement step, and whether the acceleration was an independent contractual
response or part of a developing coordinated enforcement, asset-recovery, or bankruptcy
strategy.

110.

Together, these issues support discovery into a connected pattern involving disputed

governance rights, investor-side pressure, document-integrity issues, prior counsel
economic interests and potential conflicts, strategic-alternative impairment, institutional-path
impairment, commercial-path impairment, strategic-financing impairment, prepetition
creditor-enforcement activity, possible related-claimant coordination, one-sided

development of the evidentiary record, and possible value destruction. The purpose of Rule
2004 discovery is to determine which of those concerns are supported by the complete
record and whether estate claims exist.
111.

Mr. LaValley respectfully requests that the Court grant the relief requested above and

authorize coordinated, targeted Rule 2004 discovery sufficient to determine whether estate

claims exist, whether claim objections or other estate remedies should be pursued, and
whether the estate record has been materially shaped by parties whose own conduct,
authority, communications, and claim-development strategy are subjects of the proposed
inquiry.

DATED: August 20, 2026
Respectfully submitted,

St ASS
Scott LaValley
Creditor and Party in Interest
Pro Se

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 25 of 30
EXHIBIT A
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re:
CARTWHEEL ROBOTICS, INC.,
Debtor.

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

DECLARATION OF SCOTT LAVALLEY IN
SUPPORT OF SECOND SUPPLEMENTAL
MEMORANDUM AND REQUEST FOR
COORDINATED RULE 2004 PROCEDURE
BEFORE CONTINUED SECTION 341
MEETING
|, Scott LaValley, declare as follows:

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 26 of 30
| am the founder and former Chief Executive Officer of Cartwheel Robotics, Inc. | submit
this declaration individually, as a creditor and party in interest, and not as counsel for the
Debtor.
| have personal knowledge of the facts stated in this declaration, except where stated on

information and belief. If called as a witness, | could and would testify competently to these
facts.
During the 2024A note financing process, prior counsel Craig Macy walked Cartwheel
through the convertible note paragraph by paragraph.

Mr. Macy did not provide a comparable paragraph-by-paragraph review, explanation, or
informed approval process for the Amended and Restated Certificate of Incorporation.
| understand that Samantha Conway was not copied on the ACO! transmission, unlike other
definitive financing documents.
I recall that the ACOI was transmitted in a compressed execution sequence and was
presented as a short or simple document for signature.

Gene Wong promptly urged that the ACOI be signed.
| understand, based on communications and events during Cartwheel’s governance-review
process, that Fenwick & West and Holland & Hart reviewed issues concerning the ACOI,
corporate approvals, protective provisions, board authority, governance validity, and

attempted correction.
| further understand, based on those communications and events, that those reviews raised
substantial issues concerning whether the ACO! was validly authorized, approved, ratified,

or legally effective.
10. The 2024A financing used the same note instrument across a rolling note round, with

separate holders funding at different times.
11. Fund | / Reno Seed Advisors, LP’s CN001 note was signed on or about July 31, 2024. The

disputed ACOI was executed on or about August 1, 2024, and filed with the Delaware
Secretary of State on or about August 5, 2024. Funding under the 2024A round occurred
across multiple dates. Later 2024A noteholders, including BBG, RSF Robotics |, the Wong
Family Revocable Trust, Edward P. Roski Ill, and Modar Alaoui, funded after the ACO! was

executed and filed.
12. At the time the disputed ACO! was executed and filed, not all of the later 2024A noteholders
had funded or otherwise joined the round.

13. Those later noteholders could not have participated in a selection mechanism that predated
their participation in the round. | do not possess records showing whether they were

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 27 of 30
subsequently informed of, consented to, approved, ratified, or became bound by any earlier
selection, election, designation, or appointment of Gene Wong. |

14. In direct communications, Edward P. Roski Ill and Modar Alaoui each told me that they

were not provided with the additional ACOI governance-control detail before investing, did
not receive any communication from Gene Wong explaining or seeking approval of those
additional governance-control provisions, and were not asked to participate in any vote,

written consent, election, designation, approval, or ratification concerning Gene Wong's
asserted board authority or investor/ noteholder-representative authority.
15. | have reviewed the February 4, 2026 acceleration notice contained in ECF No. 73, Exhibit

P,
16. The February 4, 2026 acceleration notice states that Scott Wiegand was acting “on behalf

of the holders of 2024A Convertible Promissory Notes,” states that “each of the Notes has
accelerated,” and refers to remedies to be pursued by “The Majority Noteholders.”
17. Christine Guerci of Nevada Battle Born Growth Escalator, Inc. was copied on the February
4, 2026 acceleration notice.

18. | understand that BBG held a $500,000 2024A Note. | do not possess records showing
whether BBG authorized, consented to, participated in, or ratified the February 4, 2026

acceleration notice.
19. | do not possess records sufficient to identify which holders authorized Scott Wiegand /
Scale LLP to issue the February 4, 2026 acceleration notice, what holders were relied upon
‘as the contractual Majority Holders, or what authorization supported the representation that

each outstanding Note had accelerated.
20. In or around April 2025, a bridge financing term sheet was circulated or prepared bearing
an apparent CEO signature that | did not authorize or execute.

21. | personally reviewed the signature information on the April 2025 bridge financing term
sheet and the signature information from the earlier convertible note round. The DocuSign

signature ID displayed on the April 2025 bridge financing term sheet is 54DED711695C427.
The identical DocuSign signature ID appears on my signature from the earlier convertible
note round.

22. | reviewed the bridge financing term sheet sent to me. It included governance,
protective-provision, investor-control, deemed-liquidation, board-approval, or

noteholder-consent language that differed materially from, expanded upon, or was more
restrictive than the rights and language contained in the first convertible note round.
23. Gene Wong / RSF represented or characterized the bridge terms to me as identical or
consistent with that earlier round.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 28 of 30
24. | do not currently know whether the bridge financing term sheet bearing the apparent CEO

signature was transmitted or made available to any investor, prospective investor,
BBG-related party, SSBCI-related party, state-funding participant, strategic counterparty, or

other third party. However, Kyle Ferguson, a representative of Nevada Battle Born Growth
Escalator, Inc., visited Cartwheel the day after Gene Wong sent the bridge financing term
sheet to me. That timing is one reason | seek targeted Rule 2004 discovery concerning
whether the bridge term sheet, its terms, its apparent signature, or Gene Wong / RSF’s
position concerning the bridge financing was communicated to BBG or any other third party.

25. Gene Wong threatened to “tank the deal” over disputed COI protective provisions, as

reflected in the August 18, 2025 communication attached to ECF No. 88.
26. Gene Wong opposed an early Engineered Arts financing or acquisition path and threatened
litigation if | did not reject or handle that opportunity as he instructed.

27. Mr. Macy introduced or connected Gene Wong to Cartwheel on or about February 7, 2024,

while serving as Cartwheel’s counsel and before the disputed financing and governance
structure was created.

28. | understand that, while serving as Cartwheel’s counsel, Craig Macy also performed legal or
transaction-related work for, communicated on behalf of, or otherwise served interests
associated with Gene Wong / RSF in connection with relevant financing, governance, or

investor-side matters.
29. My understanding is based on Mr. Macy’s role as Cartwheel’s counsel, his prior relationship

or connection with Gene Wong, his communications with Gene Wong / RSF during relevant
financing and governance matters, and his involvement in preparing or explaining
documents later used to assert investor-control rights against Cartwheel. | seek discovery

to determine the nature and scope of those relationships, including whether they constituted
simultaneous or dual representation and whether any conflict disclosure or
informed-consent waiver existed.
30. Craig Macy later requested cancellation, voiding, surrender, or removal of warrants, equity
holdings, or other economic interests in Cartwheel.

31. Cartwheel had a signed partner agreement with Google DeepMind.
32. | was selected by Amazon leadership to keynote Amazon's exclusive, invite-only MARS
event, but | had to withdraw because Cartwheel lacked the funding necessary to support
that opportunity.

33. | had two direct one-on-one meetings with Vinod Khosla, which reflected substantial

institutional interest in Cartwheel.

Case 26-50278-hlb

Doc 97
Entered 08/20/26 11:37:30

Page 29 of 30
34. Gene Wong dismissed or minimized the Khosla meetings while continuing to assert
governance rights, financing leverage, or investor-control positions.

35. Gene Wong represented that he had a strong relationship with Sequoia Capital, but
repeatedly told Cartwheel that the company was too early or not ready for that introduction.
36. Cartwheel had communications, introductions, meetings, or active discussions with
significant strategic and institutional counterparties outside Gene Wong / RSF’s preferred

local, affiliated, or small-network investor channel, including Khosla Ventures, Sequoia
Capital, Samsung, Amazon, NVIDIA, Volkswagen, Sony, B Capital, and others.
37. By October and November 2025, Cartwheel had multiple acquisition, strategic-financing, or
commercial paths in discussion, including Andromeda, Engineered Arts, Humanoid Global,

and Wonderstone / Murata.
38. Murata was a serious corporate venture / strategic investor interested in Cartwheel’s
technology and business.
39. BBG was given an opportunity to participate in the Murata financing.
40. Gene Wong was aware of the Murata round. During a November 20, 2025 lunch meeting
with Modar Alaoui and me, Gene Wong asked to speak with Murata so that he could
perform diligence.
41. The Murata strategic financing later did not close after Murata required or expected the
$2,500,000 committed-capital condition to be satisfied by December 15, 2025. | understand
that Murata may have been led to believe that the required capital was already lined up or

softly committed. | do not currently know what representations were made to Murata, by
whom, when they were made, which investors were described as committed or likely to
participate, whether those representations were accurate, which investors, Petitioning
Creditors, Gene Wong / RSF-related sources, BBG representatives, or other parties were
informed of the December 15 closing expectation, whether they were asked to participate in

satisfying it, or what communications occurred between Gene Wong / RSF, Modar Alaoui,
investors, and Murata. That is one reason | seek targeted Rule 2004 discovery concerning
Murata, strategic financing, investor communications, and creditor-side alternatives.
42. By December 2025, Cartwheel’s operating business had ceased or was no longer capable
of preserving enterprise value through ordinary operations.

43. The December 2025 strict-foreclosure and vacancy sequence was the endpoint of collapse,
not the beginning of the value-loss inquiry. | seek discovery concerning whether financing,
acquisition, strategic-investor, customer, commercial, partnership, or institutional paths were

impaired before that endpoint, while enterprise value still could have been preserved.

Case 26-50278-hlb

Doc97
97 _ Entered 08/20/26 11:37:30

Page 30 of 30
44. | appeared and testified under oath at Section 341 meetings held on May 21, 2026 and
June 12, 2026.
45. Petitioning Creditors’ counsel appeared at both meetings and questioned me on subjects

that overlap with later claim reservations
and disputed claim theories, including Engineered
Arts, asset disposition, landlord / secured-creditor issues, insider or family-related secured
interests, October 21 UCC-1 filings, fiduciary-duty issues, records access, and
communications preserved or filed at ECF No. 63.

|

46. At the June 12, 2026 continued meeting; Gene Wong also appeared by phone and stated
that he was appearing as a petitioning creditor for the Reno Seed Fund.
47. The June 12 transcript set the next continued Section 341 meeting for July 10, 2026. That
continued meeting was later moved to September 28, 2026.
48. | do not possess the full corporate, legal, financial, investor, governance, e-signature,

counsel, funding, board-platform, capitalization-platform, acceleration-authorization,
Majority Holder, or third-party records necessary to evaluate the issues described in the
Second Supplemental Memorandum.
49. Many of the most important records are likely held by third parties, including Gene Wong /
RSF, the Wong Family Revocable Trust, Nevada Battle Born Growth Escalator, Inc., Fund |
/ Reno Seed Advisors, LP, Scott Wiegand / Scale LLP, Craig Macy, Fenwick & West,

Holland & Hart, Engineered Arts, and related custodians.
50. | declare under penalty of perjury that the foregoing is true and correct.
Executed on August 20, 2026.

Cc

QU hn
Scott LaValley

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 1 of 103

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re:

CARTWHEEL ROBOTICS, INC.,

Debtor.
Case No. BK-S-26-50278-HLB

Chapter?

SUPPLEMENTAL MEMORANDUM IN FURTHER SUPPORT OF MOTION FOR RULE 2004 EXAMINATION
AND DOCUMENT PRODUCTION [ECF NO. 90]
Samantha Conway ("Movant"), appearing pro se as a creditor, shareholder, former Chief Operating

Officer, and party in interest, respectfully submits this Supplemental Memorandum in further support of
her Motion for Rule 2004 Examination and Document Production [ECF No. 90].
ECF No. 90 seeks examination and document production concerning governance, investor control,
counsel conflicts, strategic transactions, financing conduct, creditor coordination, and potential loss of
estate value.

This Supplement does not attempt to repeat that record. It presents additional contemporaneous
communications, subsequently reconstructed financial evidence, and later creditor activity that

materially sharpen the inquiry already before the Court.
The additional evidence increasingly presents a common question:
What occurred when Cartwheel became financially dependent upon an investor who simultaneously
served as a director, continued conducting investor-side diligence, possessed economic interests that
could diverge from the Company's interests, and increasingly asserted influence over financing,
governance, strategic alternatives, investor relations, and Board activity?

The significance is not merely that Cartwheel was a startup that needed additional capital. That was
known.

The problem was that the person who owed fiduciary duties to Cartwheel as a director simultaneously
possessed substantial practical influence over whether and when investor-side capital, upon which the
Company depended, became Cartwheel financing.

The financing record shows this relationship operating in practice. [Exhibit A.]
During the final pre-Seed financing, Wong continued investor-side diligence while serving on
Cartwheel's Board and receiving nonpublic information concerning Company progress. Additional RSF-

related funds described by Wong as committed had been collected or placed at the RSF investmentvehicle level months before the corresponding investment actually closed with Cartwheel. Cartwheel

Page 1 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 2 of 103

had no signed investment documents entitling it to that later capital, no access to the investor-side
account, and no ability to compel the investment merely because Wong represented that funds were
available.
Management nevertheless had to plan around Wong's representations that financing was forthcoming.

When management then succeeded in obtaining additional outside investors, Wong became directly
involved in allocation of the round, recommended reducing multiple outside investor's proposed
participation, and simultaneously pressed management to accept another investment through the
Wong Family Revocable Trust.
When Engineered Arts—already a significant Cartwheel investor—later presented a potential acquisition
path, Wong, then both a director and lead investor representative, asserted governance and investor

authority over that strategic process, required visibility into all Engineered Arts communications,
declared that Cartwheel would not make a counteroffer, threatened litigation if management continued
contrary to his position, and contemporaneously advanced an RSF-led bridge financing.
Management continued pursuing ordinary measures intended to preserve the Company's financing and
strategic options, including additional outside investment, separate corporate counsel, potential Board
expansion. Seed financing, strategic transactions, cost reductions, and, as liquidity deteriorated,
bankruptcy/restructuring advice.

Those efforts ultimately did not produce a durable financing or strategic solution before Cartwheel's
remaining options narrowed.

The relationship between RSF and Nevada Battle Born Growth Escalator ("BBG") likewise warrants
examination. Wong described BBG as depending upon RSF's diligence, stated that BBG trusted RSF,
communicated regarding working "behind the scenes" with BBG-related personnel, and played a

substantial role in a matching structure through which Cartwheel's access to BBG capital was tied to RSF
activity. Management separately advised BBG of serious concerns regarding Wong's conduct and invited
BBG to visit Cartwheel, see its technology, and learn more about the governance issues directly, ECF No.
90 already raised that issue.
By late 2025, the unresolved governance dispute itself had become relevant to one of Cartwheel's final

financing alternatives. Management attempted to resolve the dispute while the Murata opportunity
remained active. The dispute was not resolved. Cartwheel then lost a director who was also an
important Murata relationship before an emergency Board meeting could consider Murata,
restructuring, bankruptcy, the secured-creditor situation, and any remaining alternatives.
The strict foreclosure followed the next day.
The same questions of authority, independence, and concentrated decision-making then reappear in the

February 2026 acceleration, the involuntary petition, the separate participation of RSF Robotics I and
the Wong Family Revocable Trust as Petitioning Creditors acting through Wong, BBG's participation as
the third Petitioning Creditor, and later creditor claims.
None of these circumstances establishes liability.

Page 2 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 3 of 103

They establish why the corresponding investor-side, creditor-side, financing-side, and counsel-side
records should now be produced.
The procedural posture also matters.

Former management already has been examined under oath concerning subjects substantially
overlapping ECF No. 90. ECF No. 80 further requires former management to appear and testify at
properly noticed or ordered examinations. Movant does not seek relief from those obligations and does
not seek to avoid ordinary Section 341 examination.
The issue is sequencing and completeness.
Creditor claims now assert or reserve significant theories against former management and related
nondebtors while the contemporaneous records held by investors, creditors, financing participants, and
professionals remain substantially unproduced.
Before additional sworn examination proceeds concerning those overlapping, document-intensive
matters, Movant respectfully requests that the Court resolve ECF No. 90 and permit targeted
production of the records necessary to test them.

I. SPRING 2025 WAS A CRITICAL INFLECTION POINT IN CARTWHEEL'S DETERIORATION
ECF No. 90 already sought investigation concerning the Engineered Arts acquisition discussions, Wong's
asserted governance authority during those discussions, and the bridge financing he subsequently
advanced.

Additional contemporaneous records materially sharpen that inquiry.

Engineered Arts already was a significant Cartwheel investor. In March 2025, while Cartwheel was
seeking additional financing, investment discussions with Engineered Arts developed into a potential
acquisition opportunity.

Management promptly brought the opportunity to the Board.
At that time Cartwheel had limited runway and a demonstrated history of lengthy institutional
fundraising. Continued financing remained management's preferred Plan A if sufficient capital could be
obtained. But management could not responsibly assume that financing would close before available
cash was exhausted.
A strategic transaction therefore represented a rational contingency for preserving the Company, its
technology, employees, and shareholder value if the financing path failed.

The chronology that followed is significant.
On March 24, Wong wrote:
"Your outside investors and your board think it's premature to sell the company now."

Page 3 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 4 of 103

In the same exchange, Wong framed the issue in terms of investor return, stating that the expected
return "would be lOx the last valuation." Engineered Arts itself, however, already was a Cartwheel
investor.

He further asserted:

"You can only make decisions with the majority vote of your board PLUS a majority of your investors
(separately)—when it comes to selling the company."
Two days later, Wong stated that management first needed to discuss:
"both your board relationship and your investor relationships"

before further discussions with Engineered Arts, adding:
"This is a critical moment and we need agreement on proper governance."

[ExhibitB.]
Movant recalls that the ensuing Board discussion preserved both paths: continued financing as Plan A

and further development of the Engineered Arts opportunity as a contingency if financing failed.
Management specifically raised the risk that Cartwheel could otherwise reach the end of its runway with
no remaining alternative.
On March 31, Wongthen instructed management:
"Also please copy me on ALL communications with Nick and EA, ok?"
The following day, Wong stated regarding Cartwheel's response to Engineered Arts:
"It will not be a counteroffer."
He instead stated:

"We will let them know that we are proceeding with our bridge round and following Seed Round."
[Exhibit C.]
At the meeting following those communications, Wong advised that litigation would result if
management continued pursuing the Engineered Arts transaction contrary to his asserted position, as
previously described in ECF No. 90.
The significance is not that Engineered Arts necessarily would have completed an acquisition.

The significance is that a Company with limited runway initially sought to preserve both a financing path
and a strategic contingency, and the available evidence indicates that the strategic contingency was

then blocked through asserted investor and director authority while a competing investor-led financing
path was being advanced.

Page 4 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 5 of 103

Wong was not economically neutral between those alternatives.

At the time, Wong was both a Cartwheel director owing fiduciary duties to the Company and the
principal representative of RSF, an existing investor whose economic interests could differ from those of
Cartwheel and its broader shareholder base.
His communications reflected a preference that Cartwheel remain independent, pursue bridge and Seed
financing rather than make a counteroffer, and achieve the greater investor return Wong expected from
continued Company growth.
The conflict question therefore was not theoretical.

Who independently evaluated which path was in Cartwheel's best interests when the director
restricting the strategic alternative also represented economic interests that benefited from

continuation of the financing path?
The presently available record does not identify such an independent process.
The chronology also shows Wong's involvement extending beyond ordinary Board-level oversight and

into functions ordinarily coordinated through the CEO.
Management states that Wong independently scheduled an investor demonstration and sent invitations
to selected investors without first coordinating the date, invite list, or state of technical readiness with
Mr. LaValley.
The event was significant enough that Mr. LaValley contemporaneously questioned whether it was
normal for a director to independently arrange an investor demonstration without first coordinating
through the Company's chief executive.
The issue is not that a director may never communicate directly with investors. It is that Wong was
simultaneously serving as Cartwheel's investor-designated director and lead-investor representative,
exercising substantial influence over financing upon which the Company depended, while also
undertaking investor-facing functions ordinarily managed or coordinated by the CEO.
Then, on April 16, Wong instructed Mr. LaValley:
"You need to invite Bob to join the board..."

Wong stated that he would approve Bob Christopher as Investor Director, called for frequent Board
meetings until the bridge closed, and wrote:
"I will be sending you a draft term sheet for the bridge round later today."

[Exhibit D.]
The initial bridge proposal contained substantial investor-protective provisions and an apparent prepopulated signature attributed to Mr. LaValley, an issue already raised elsewhere in the record.

Management pushed back on the proposed structure. The financing ultimately proceeded through a
simpler SAFE structure.
Taken together, the chronology warrants investigation.

Page 5 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 6 of 103

Wong did not merely express his personal view concerning Engineered Arts.

He represented the purported collective position of:
"your outside investors and your board."

The presently available record does not identify which investors Wong consulted, which directors
agreed, what information those persons possessed, whether any formal vote or consent occurred, or
how the claimed consensus was reached.
That issue is particularly material because Engineered Arts itself was an existing investor and
management understood investor views were not necessarily uniform.

Movant does not ask the Court to conclude that Wong blocked Engineered Arts for personal gain.
The record is sufficient, however, to require investigation of whether a potentially value-preserving
strategic alternative received a genuinely independent evaluation when the director restricting that
alternative simultaneously represented investor interests and was advancing a competing financing
path in which those interests would remain intact.

II. WONG'S DUAL ROLE CREATED FINANCIAL LEVERAGE WITHOUT AN EFFECTIVE CONFLICT
SAFEGUARD
The Engineered Arts episode did not arise in isolation.
The earlier financing history explains why management's ability to disagree with Wong was materially
constrained.

A. The Initial RSF Relationship Involved Extensive Diligence Before Funding and Continuing Diligence
After Wong Joined the Board
The reconstructed financial chronology reflects a lengthy period between the beginning of the RSF
relationship and receipt of initial investor capital. [Exhibit A.]
Macy introduced Wong to Cartwheel in February 2024.
An initial financing term sheet followed in April.
The structure later was revised into the Series 2024A Note financing.

The first verified RSF-related capital did not enter Cartwheel until August 2024, approximately six
months after Macy introduced Wong.

During that period Wong and RSF conducted extensive diligence.
After initial funding, Wong served on Cartwheel's Board and obtained even greater visibility into the
Company's technical development, finances, operations, fundraising activity, and commercial
relationships.
The subsequent record indicates that investor-side diligence continued.

Page 6 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 7 of 103

Additional RSF-related capital ultimately was invested in December 2024 on substantially the same
financing terms while Cartwheel had continued technical and commercial progress during the
intervening period.
Management believed that progress was reducing Company risk and increasing Company value.
Movant does not contend that continuing diligence itself was improper.
The significance is that Wong occupied two roles at once.

He was an investor evaluating whether and when additional capital should be deployed.
He also was a director owing fiduciary duties to the Company he was continuing to evaluate.

That overlap became particularly consequential because Cartwheel needed the anticipated capital to
continue operating.
B. Capital Wong Described as "Committed" Was Not Committed to Cartwheel
The December 2024 financing communications make the resulting leverage unusually concrete.
Wong represented that additional RSF-related capital was forthcoming. Management therefore
incorporated anticipated financing into Company cash-flow planning.

But capital committed to or deposited into the RSF investment vehicle was not thereby committed to
Cartwheel.
Whatever commitments existed between Wong, RSF Robotics I, and participants in the SPV were
separate investor-side arrangements.
Cartwheel was not a party to them.

Cartwheel did not have executed investment documents entitling it to the later tranche merely because
Wong stated that investor-side funds existed.

Cartwheel had no access to the SPV account, no independent ability to confirm which investors had
actually committed or funded money, no right to use the capital, and no ability to compel the SPV to
invest.

When Mr. LaValley asked on December 19 about signatures for additional RSF financing, Wong
responded:
"You already have them."

Wong then explained:
"The funds were wired to Plumas Bank through RSF Robotics I last October."
and:
"I was holding them there pending more fundraising on my part when fundraising was slow last month."

[Exhibit E.]

Page 7 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 8 of 103

From Cartwheel's perspective, however, the later investment had not yet closed.
Management understood that there were no corresponding executed Cartwheel investment documents

entitling Cartwheel to that later capital at the time.
The money became Cartwheel financing only when investment documents actually were completed and
funds were transferred to Cartwheel.
This distinction matters because management had to make forward-looking business decisions based
upon expected financing.
Cartwheel reflected anticipated investment receipts in cash-flow forecasts after Wong represented that

financing was forthcoming. When the financing did not close when anticipated, management had to
move the expected receipt date while continuing to operate with substantially less cash than the
financing forecast assumed would become available.
An anticipated financing entry in a Company forecast therefore was not the same thing as funded
runway or an enforceable commitment to Cartwheel.

Wong himself understood that distinction because he was the person controlling the investor side of the
transaction and telling management when the capital would arrive.

The broader significance is not the SPV structure itself.
It is that Wong, while owing fiduciary duties to Cartwheel as a director, simultaneously possessed
substantial practical influence over when investor-side capital, upon which the Company depended,
became Cartwheel financing.

Cartwheel could not simply disregard that leverage.
A dispute with Wong could mean a dispute with a director, a major investor, a source of anticipated
follow-on capital, and later a person influencing matching capital from BBG.
That environment is central to understanding later governance decisions.

C. Wong Continued Investor-Side Diligence While Cartwheel Remained Dependent Upon Anticipated
Follow-On Capital
The timing also warrants investigation because Wong continued receiving additional information about
Cartwheel while anticipated follow-on financing remained outside the Company.
Management understood that Wong's continued diligence included review of Company execution,
technology, operations, and direct interaction with employees.
Meanwhile Cartwheel continued development, commercial outreach, fundraising, and technical derisking.

Additional RSF-related capital ultimately entered the Company significantly later on the same economic
financing terms.

Movant does not contend that the chronology establishes that Wong intentionally delayed financing to
obtain a more favorable investment.

Page 8 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 9 of 103

It creates a legitimate Rule 2004 question:
How did Wong reconcile continued investor-side diligence and investment discretion with his
simultaneous obligations as a Cartwheel director when the Company's continued operation depended

upon the capital being evaluated?
Relevant records should establish:

• what additional diligence occurred after Wong became a director;
• what nonpublic information Wong received;
• what direct employee or technical contacts occurred;

• what amounts actually had been funded or committed at the RSF level;
• what conditions remained before RSF would invest further;
• why anticipated financing remained outside Cartwheel after Wong later represented that
investor-side capital was "committed";
• whether Cartwheel's intervening progress affected investor decisions; and
• whether Wong or RSF reconsidered valuation, terms, allocation, or timing based upon the

additional information obtained.
These are ordinary subjects for investigation where director duties and investor interests potentially
diverged.
D. The Final Pre-Seed Allocation Provides a Concrete Example of the Conflict
The same December financing discussion provides a second example ofWong's dual role.
Management had succeeded in locating substantial additional outside investment.
One outside investor, Venky, was prepared to invest approximately $250,000.

Wong became directly involved in determining the overall size and allocation of the round and
recommended that management reduce Venky's participation.

Wong wrote, in substance, that Venky's allocation should be reduced from $250,000 to approximately
$125,000.
The financing thread subsequently reflects that Venky signed for approximately $125,000.
At substantially the same time, Wong pressed Cartwheel to accept another $50,000 investment.

Critically, that final $50,000 was not being documented through RSF Robotics I.
Wong instructed management to prepare the investment in the name of:

Wong Family Revocable Trust
Eugene Wong, Trustee.

[Exhibit E.]
Page 9 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 10 of 103

The circumstances present a direct potential-conflict issue.
At the time, Wong simultaneously was:

• a Cartwheel director owing fiduciary duties to the Company;
• the principal representative of RSF-related financing;

• participating in decisions concerning how much competing outside capital Cartwheel should
accept;
• continuing investor-side diligence;

• influencing the timing of anticipated RSF financing; and
• seeking another investment allocation through a separate family trust he personally controlled.

When management subsequently indicated that the round had become fully committed and hesitated
to accept Wong's additional $50,000, Wong objected at length.
He complained that later investors were being favored and that RSF was being treated unfairly.
Yet the disputed $50,000 investment then being discussed was expressly to be documented through the
Wong Family Revocable Trust, not RSF Robotics I.
Wong's own contemporaneous communications therefore blurred the distinction between RSF and his
separately documented Trust investment at precisely the moment he was pressing Cartwheel to accept
that investment.

That does not establish that the entities lacked separate legal existence.
It does create important questions.
• Why was the additional Trust investment sufficiently important to Wong that management's

reluctance to accept it produced a substantial objection after the round otherwise had become
committed?
• Why did Wong describe exclusion of a Trust investment as unfair treatment of RSF?
• How independently did Wong actually regard the economic interests of RSF Robotics I and the
Wong Family Revocable Trust?
• Who independently evaluated whether Cartwheel was better served by accepting additional
capital from the Trust, accepting more of Venky's proposed investment, or allocating the round

differently?
• And what rights accompanied the separate Trust investment beyond its dollar amount?
The subsequent bankruptcy makes those questions more significant.

The Wong Family Revocable Trust later became one of the Petitioning Creditors in this involuntary case.
RSF Robotics I became another.

Wong signed the involuntary petition for both entities.

Page 10 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 11 of 103

Movant does not contend that the Trust investment was made in anticipation of a bankruptcy that
would not occur for more than a year.

The chronology nevertheless makes it appropriate to investigate why Wong pressed for that separate
Trust investment, how he contemporaneously distinguished—or did not distinguish—the Trust from
RSF, and how those two entities later arrived at supposedly separate creditor decisions supporting the
involuntary petition.

E. The Bridge Continued the Same Financial Dependency
The later bridge financing supplied additional capital.
It did not eliminate the underlying dependency.
The financing was staged and remained dependent upon additional fundraising, diligence, and investor
action.

On April 16, when management asked whether anticipated RSF funding that BBG would later match
could arrive sooner because of Cartwheel's immediate cash needs, Wong responded that the RSF funds
would be matched simultaneously with BBG funds in the contemplated financing structure.
Wong separately asked Mr. LaValley for the slide deck sent to BBG-related personnel and stated:
"I want to work behind the scenes with Karsten and will need that deck."

Other communications show Wong describing the close relationship between RSF funding and the BBG
match.

[Exhibit K.]
When additional bridge funding later became disputed, Wong invoked technical execution and
development milestones.
Management responded with the Board Gantt chart previously used to communicate the technical

schedule and stated that the milestone Wong then was asserting did not match the earlier development
timeline.

Bob Christopher responded:
"If RSF is going to hold funds until milestones are reached then it should be outlined in the term sheet."
He further stated:

"subjectively holding funds adversely affects the company."
Wong responded that RSF was conducting diligence and stated:
"BBG also depends upon RSF doing adequate DD."

He added:
"They trust us."

[Exhibit F.&G.]
Page 11 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 12 of 103

The communications do not establish that continuing investor diligence was wrongful.
They show why the distinction between Wong's investor role and his director role was consequential.
The person exercising or materially influencing investor-side discretion over financing needed for
Cartwheel's survival simultaneously occupied a fiduciary position inside the Company.

Cartwheel's limited liquidity made those overlapping roles practically consequential: disputes involving
Wong were not isolated governance disagreements, but could directly affect the timing and availability
of financing needed to continue operations.

III. MANAGEMENT'S ATTEMPTS TO ADDRESS GOVERNANCE DID NOT RESOLVE THE CONFLICT
The additional record suggests that management repeatedly attempted to create mechanisms capable
of addressing these tensions.
Those mechanisms did not succeed.

A. Wong's Role Extended Beyond Ordinary Board Oversight
The Company's governing documents purported to allocate decisions among directors, investors,
specified holders, and contractual majorities.
Yet contemporaneous communications repeatedly show Wong announcing positions attributed to
broader constituencies without identifying the process by which those constituencies had acted.
During Engineered Arts, Wong represented the position of the Board and "outside investors."

During financing, Wong participated directly in Board composition and investor allocation while
representing investment interests affected by those decisions.
He conducted continuing investor-side diligence while serving as a director.

Management states that he met or communicated directly with employees without consistently
coordinating those contacts through the CEO.
He independently scheduled an investor demonstration and invited selected investors without first
coordinating technical readiness or the date with management.

He directed management to add Bob Christopher to the Board while preparing the bridge term sheet.
The issue is not whether any one of those actions, standing alone, exceeded a director's authority.

It is whether the cumulative arrangement left Cartwheel with a meaningful mechanism for separating
Wong's fiduciary obligations as a director from his economic objectives as an investor.

B. The Macy Relationship Requires Examination Because the Corporate Lawyer Himself Occupied a
Divided Relationship
The counsel history is especially important.

Page 12 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 13 of 103

Craig Macy had served as Cartwheel's corporate counsel while simultaneously representing Wong

and/or RSF in connection with their investment relationship with the Company, creating the dualrepresentation concerns already raised in ECF No.90.
Macy also was the attorney who introduced Wong to Cartwheel.
Macy went on sabbatical near the end of 2024 and was no longer serving as Cartwheel's active
corporate counsel in the same manner, but he continued communicating with and advising
management.

When management later sought replacement corporate counsel, it asked Macy for recommendations.

Macy identified two attorneys and repeatedly recommended Chris Myers of Holland & Hart as the
stronger choice.
Macy wrote:
"Chris is better."

He further described Holland & Hart as the stronger firm, with a deeper bench and greater relevant
experience.

Management retained Myers.
The timing that followed warrants examination.
On May 7, Mr. LaValley sought to convene the Board so that Myers could address matters identified
through his review of Cartwheel's corporate records.
The request for prompt Board involvement indicates that the matters arising from that review were
sufficiently consequential to require Board-level attention.
That same day, Macy initiated an otherwise unrelated conversation with management and, during the
exchange, shifted to Myers and began raising personal reservations about the attorney he had recently
recommended, stating:
"I like Chris, but he's interpersonally odd,"
and recounting an example in which Myers had gone down:
"some rat hole."

[Exhibits H& I.]
Movant does not rely here upon the substance of confidential legal advice provided by Myers.
The relevant chronology is narrower: Macy strongly recommended Myers; Myers was retained; matters
arising from Myers's review became significant enough for management to seek prompt Board
consideration; and, on that same day, Macy began expressing reservations about the attorney he had
recently recommended.
Following Holland & Hart's disengagement, Macy's characterization of Myers became substantially more
negative.

Page 13 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 14 of 103

Macy described Myers as:
"sorta crazy"

and later characterized him as a:

"sky is falling"
attorney rather than a deal maker.
Those statements stand in notable contrast to Macy's earlier recommendation that Myers was the
better and more experienced choice.
The presently available record does not establish what prompted Macy's change in characterization,
what information he possessed concerning Myers's review, or what communications occurred among
Macy, Wong, Myers, or others during that period.
Nor does Movant contend that the chronology establishes coordination between Wong and Macy.
It creates a specific documentary question:
What communications occurred among Macy, Wong, Myers, and others during the period in which the

replacement corporate attorney Macy had personally recommended began identifying matters
requiring prompt Board attention?
That question is particularly appropriate because Macy had simultaneously represented Cartwheel and
Wong/RSF in the investment relationship, had introduced Wong to Cartwheel, and continued
communicating with management after beginning his sabbatical.

The inquiry therefore is broader than whether Macy possessed a technical conflict when the financing
documents were created.

It is:
when Cartwheel's interests and Wong's interests began diverging, what communications was Macy

having with Wong, what role if any did those communications play in Holland & Hart's continued
representation, and was management receiving genuinely independent corporate guidance concerning

that conflict?
Movant does not seek through this Supplement to waive confidential attorney-client communications or

obtain the substance of privileged legal advice.
The referral, timing, counsel-selection communications, requests for Board review, and Macy's own
statements concerning Myers can be examined without requiring disclosure of privileged legal advice.
C. Management Attempted to Broaden the Board
Management also attempted to broaden governance through Board expansion.

In July 2025, Mr. LaValley proposed expanding the Board from three members to five, including
additional independent or strategic participants.

Page 14 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 15 of 103

The proposal arose while institutional investors were evaluating Cartwheel's governance and while
management believed a broader Board could assist with financing, strategic decisions, and resolution of
recurring conflicts.

Wong questioned the need to expand the Board to raise the Seed round and stated that Company
counsel was unnecessary for the contemplated Board discussion because no formal vote would occur.
This was consistent with a recurring pattern in which management sought counsel involvement to help
address disputed governance issues, while Wong resisted or minimized the need for counsel to
participate in those discussions.

[Exhibit J.]
Again, the relevance is cumulative.
Management sought:
• replacement corporate counsel;
• independent governance review;

• additional Board participation;
• new outside investors;
• and ultimately strategic alternatives.
None produced an effective mechanism capable of resolving the central problem:
when Wong's economic interests as an investor and management's assessment of Cartwheel's
interests diverged, the Company remained financially dependent upon financing associated with the
same person asserting substantial governance influence.

That failure is central to the Rule 2004 inquiry.

IV. THE RSF-BBG RELATIONSHIP WARRANTS INDEPENDENT EXAMINATION
ECF No. 90 already sought discovery concerning the relationship between RSF and Nevada Battle Born
Growth Escalator,
The additional record strengthens that inquiry.
The issue is not that RSF and BBG co-invested.
Nor is it suspicious, standing alone, for a public co-investment program to rely upon diligence supplied
by its lead investor.
Battle Born Venture ("BBV") is the venture-capital investment component of Battle Born Growth

("BBG"), Nevada's State Small Business Credit Initiative ("SSBCI") program. Nevada Battle Born Growth
Escalator, Inc. ("NBBGEI"), a Petitioning Creditor in this case, participates in that investment program.

Page 15 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 16 of 103

BBV's published Lead Investor Requirements explain the role of the lead investor within that structure.
They require the lead investor to provide accurate, current diligence, but also state that the lead:
"shall only interact with Nevada Battle Born Growth Escalator, Inc. and/orthe Program Manager"
and:

"shall not, either directly or through any third party, seek to influence BBV's established investment
review process."

[Exhibit P.]
Thus, the program contemplated reliance upon lead-investor diligence while preserving a separate BBG
investment-review process.

Against that structure, the Cartwheel communications warrant examination.
Wong stated:
"BBG also depends upon RSF doing adequate DD."

He added:
"They trust us."

Wong also requested a copy of materials Cartwheel sent to BBG-related personnel, explaining:
"I want to work behind the scenes with Karsten and will need that deck."

In another exchange, Wong described his relationship with Kyle Ferguson of BBG, explaining that they
were long-time friends and:
"oftentimes compare notes."
Other communications show Wong explaining BBG matching requirements, directing which investment
structures and investors would qualify for the BBG match, and warning management that departures
from those requirements could cause BBG not to match the RSF investment.

[Exhibit K.]
Those statements do not establish that RSF improperly controlled BBG's investment process.
But the inquiry becomes stronger because management directly advised BBG of the dispute.
As described in ECF No. 90, management communicated with Kyle Ferguson and other BBG
representatives concerning the governance concerns involving Wong. BBG expressed interest in the
parties reaching a resolution, including a potential joint discussion.
Mr. LaValley responded that counsel for the respective parties were already attempting to resolve the
dispute and that management believed those discussions should remain with counsel.
Management nevertheless invited BBG to visit Cartwheel, observe the Company's technology and
operations, and discuss the governance concerns directly.

Page 16 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 17 of 103

The presently available record does not reflect that BBG accepted that later invitation or conducted
meaningful follow-up concerning the dispute.

That matters because Wong himself stated that BBG depended upon RSF's diligence.
Once BBG had been directly advised that the lead investor supplying that diligence was itself involved in
a serious governance dispute with the Company, the extent of BBG's independent evaluation became

highly relevant.
The later chronology makes the issue more important still.

BBG was later copied on the February 2026 acceleration communication and ultimately joined RSF
Robotics I and the Wong Family Revocable Trust as one of the three Petitioning Creditors commencing
this involuntary bankruptcy.

The appropriate inquiry therefore is not whether BBG was permitted to rely upon RSF diligence.
The published program structure contemplated such reliance.
The question is:

What independent evaluation did BBG undertake after Cartwheel specifically advised that the lead
investor upon whose diligence BBG relied was itself involved in a serious governance dispute with the

Company?
Production should establish:
• what diligence RSF supplied to BBG;
• what independent diligence BBG performed;
• what BBG knew regarding the Engineered Arts dispute;
• what BB6 knew regarding management's challenge to Wong's asserted governance authority;

• what BBG did after management raised those concerns directly;
• what communications occurred between Wong and BBG personnel outside management's
presence;
• what Wong meant by working "behind the scenes" with Karsten;

• whether RSF influenced BBG's investment process beyond supplying permissible diligence;
• how matching and funding decisions actually were made;

• whether BBG independently evaluated later enforcement positions;
• what BBG knew concerning the February acceleration; and

• how BBG independently decided to join RSF and the Wong Family Revocable Trust in
commencing the involuntary case.

Movant does not ask the Court to determine through this Supplement that BBG violated its program
requirements or acted improperly.
The relationship reflected in the contemporaneous communications, management's direct warning to
BBG, the apparent absence of meaningful independent follow-up concerning that dispute, and BBG's
later alignment with RSF-related entities in creditor enforcement together warrant production of the

Page 17 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 18 of 103

underlying records.

V. THE UNRESOLVED CONFLICT PROGRESSIVELY CLOSED CARTWHEEL'S REMAINING ALTERNATIVES
The reconstructed financial record places the governance evidence in context.

The attached financial chronology shows a recurring pattern of capital infusions followed by continued
cash consumption and renewed fundraising.

[Exhibit A.]
The chronology is not offered as GAAP expense or a statement of net liquidity.
Bank cash does not independently account for unpaid accounts payable, credit cards, payroll and tax
obligations, rent, equipment obligations, or other liabilities until those amounts actually are paid.
Its significance is the broader pattern.
Cartwheel repeatedly required additional outside financing to continue operations.

The bridge bought time.
It did not provide durable capitalization.
A. Wong Understood the Company's Limited Runway and Dependence Upon Another Financing Event
That dependency was understood contemporaneously.
On May 9, Wong wrote:
"Since you don't want to spook the investors..."
and separately stated how runway should be messaged to investors:

"Cartwheel has 3 months runway and the current bridge round will give the company sufficient cash to
get the company to the end of the year when the Seed Round closes."

[Exhibit L]
That statement is important for what it reveals about Wong's knowledge.

Even assuming completion of the contemplated bridge, Wong understood that the bridge merely
extended Cartwheel to another required financing event.
The subsequently reconstructed bank records also do not appear to support approximately three
months of funded runway from Cartwheel's then-existing cash as of May 9.

Nor did Cartwheel ultimately receive the full contemplated bridge.
Movant does not ask the Court to determine through this Supplement that Wong's runway
representation was knowingly inaccurate.

The significance is that Wong understood the dependency.

Page 18 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 19 of 103

Only weeks after directing that Cartwheel not counter the Engineered Arts acquisition opportunity
and instead proceed with bridge and Seed financing, Wong himself acknowledged that existing
runway was measured in months and that completion of the bridge would only carry Cartwheel to
another financing event.

That is important to evaluation of whether the Engineered Arts contingency received an appropriately
independent assessment.
The financing risk later materialized.

Cartwheel did not receive the full contemplated bridge and remained dependent upon a successful Seed
financing.

When the anticipated Seed lead withdrew, management advised existing investors that additional
capital had become critical to maintaining progress and preserving Company value.

[Exhibit M.]
Management did not simply stop trying.
It pursued:
• additional investor outreach;
• another Engineered Arts transaction;
• significant workforce and cost reductions;
• Murata/Wonderstone financing;
• and restructuring or bankruptcy advice.

None ultimately provided a funded path in the time available.
B. The November Governance Demand Became a Live Problem While Murata Remained Active

By late 2025 Wong was no longer a Cartwheel director.
The governance conflict nevertheless continued from the investor side.
On November 6, counsel for RSF sent a demand seeking restoration of disputed governance provisions
and Board arrangements.
That demand did not arise in a vacuum.

Cartwheel was critically short of capital and pursuing one of its final potential financing alternatives
through Murata / Wonderstone.
The demand letter had not yet been provided to Murata. Management understood, however, that the
unresolved governance dispute would have to be addressed during diligence and was concerned that
introducing an active investor-governance dispute could jeopardize the transaction.

Page 19 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 20 of 103

That concern was particularly concrete because Wong himself had previously used the phrase "tank the
deal" when describing the consequences he could impose in connection with disputed governance
protections. [ECF No. 88, Ex. A.]
Management therefore sought again to resolve the dispute before having to introduce it into the
Murata process while the financing remained active.

Mr. LaValley and director Modar Alaoui therefore met with Wong on November 20, 2025 in an effort to
resolve the governance dispute and obtain withdrawal or resolution of the demand while the Murata

opportunity remained active. [Exhibit N.]
Movant was not present at that meeting and does not offer its substance as firsthand testimony.
Based upon contemporaneous discussions immediately afterward with persons who attended, however,

Movant understands that the meeting was heated and focused substantially on threatened litigation
rather than resolution of the governance dispute.
Director Alaoui had offered to act as an intermediary between Wong and Mr. LaValley.
After the meeting, however, Alaoui expressed concern regarding memorializing or further
intermediating the dispute because communications concerning it could be delivered to counsel and
become part of Gene's anticipated litigation.
No resolution or withdrawal of the demand followed.

The significance of that breakdown extended beyond the governance dispute.
Alaoui was not merely a director.

He also was an important Cartwheel relationship in connection with Murata and had been substantially
assisting management's financing efforts.
As Cartwheel's remaining time narrowed, Mr. LaValley sought an emergency Board meeting on
Decembers.
He renewed that request on December 4.
The intended subjects included Murata, possible bankruptcy or restructuring, the secured-creditor
situation, and any other remaining alternatives that the Board could identify.

[Exhibit 0.]
Before those issues could be considered by the Board, Alaoui resigned.
Movant does not ask the Court to attribute Alaoui's resignation to Wong, the demand letter, the
secured-creditor situation, or any single event.
Nor does Movant contend that Murata necessarily would have closed.
The significance is narrower and directly relevant:
an unresolved investor-governance dispute had become an issue management believed needed to be

resolved while Cartwheel pursued one of its final financing alternatives; an effort to negotiate that
Page 20 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 21 of 103

dispute did not resolve it; and Cartwheel then lost both a director and an important Murata
relationship immediately before the Company needed a functioning Board to consider its final survival
options.

Following the resignation, Mr. LaValley took steps as the controlling shareholder, with corporate counsel

involved in the process, to restore sufficient corporate authority for Cartwheel to address its immediate
circumstances.

No funded acquisition, financing, restructuring, or other viable operating alternative remained.
The strict foreclosure occurred on December 5.

Nothing in this Supplement asks the Court to invalidate, avoid, reconsider, or otherwise adjudicate
the foreclosure.
Its relevance is chronological.
The foreclosure was the endpoint of the deterioration, not the beginning.

The appropriate Rule 2004 inquiry is what occurred before Cartwheel reached the point at which its
financing alternatives, strategic alternatives, governance capacity, and restructuring options had
effectively narrowed to none.

VI. THE SAME AUTHORITY AND INDEPENDENCE QUESTIONS REAPPEAR IN CREDITOR ENFORCEMENT
AND THE INVOLUNTARY PETITION
The later creditor history presents many of the same questions in a different form.

A. The February 4 Acceleration Requires Production of the Claimed Majority-HOLDER AUTHORITY
The Series 2024A Notes provide a defined mechanism for collective holder action.
Subject to specified exceptions, acceleration following an Event of Default occurs at the option and
declaration of the contractual "Majority Holders."
On February 4, 2026, RSF counsel sent an acceleration communication:

"on behalf of the holders of 2024A Convertible Promissory Notes"
and represented that:
"each of the Notes has accelerated."
The communication further stated:
"The Majority Noteholders will pursue all rights and remedies..."
The acceleration notice already is part of the Court's record at ECF No. 73, Exhibit P.

The presently available record does not identify:
• which holders authorized the acceleration;

Page 21 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 22 of 103

• what principal amount those holders represented;

• what Event of Default supported the action;
• when and how the Majority Holders declared acceleration;
• which holders authorized counsel to act;

• whether BBG affirmatively authorized or ratified the action;
• whether Engineered Arts or other holders were asked to participate;
• whether any holders disagreed, declined, or were never consulted;
• or whether any collection communication or other effort to collect followed the acceleration

notice before the involuntary petition was filed.
BBG was copied on the acceleration communication.
Counsel for Engineered Arts also was copied, although to Movant's knowledge Engineered Arts has not

filed a proof of claim.
Being copied does not establish that Engineered Arts authorized or agreed with the action.
It makes the actual authorization records relevant.
The same recurring issue therefore appears again:
When Wong, RSF, counsel, or another participant represented that a Board, investor group, or
Noteholder majority had acted, what process actually occurred and what records establish that

authority?
Movant does not presently ask the Court to determine that the acceleration was invalid.

She asks that the records establishing the claimed collective authority be produced.
B. The Wong Family Revocable Trust's Separate Petitioning-Creditor Status Warrants Examination

The December 2024 financing record also gives new significance to the Wong Family Revocable Trust.
The Trust did not later appear merely as an unrelated creditor whose origin bears no relationship to
Wong's other investment activity.
Its investment arose in the financing-allocation episode described above.

Wong personally directed management to document the additional $50,000 through the Wong Family
Revocable Trust.

When management hesitated because the financing round had become fully committed, Wong
subsequently framed the dispute as unfair treatment of RSF.

The Trust later became one of the Petitioning Creditors.
RSF Robotics I was another.

Page 22 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 23 of 103

Wong signed the involuntary petition on behalf of both.
That chronology does not establish that the Trust investment was created in anticipation of bankruptcy.
It did, however, create an additional creditor position under Wong's control that later provided
optionality in enforcement and in the composition of the involuntary petition. The origin, purpose, and
independence of that creditor position therefore are appropriate subjects of investigation.
The estate should determine:
• why Wong insisted upon the separate Trust investment;
• how independently Wong regarded the Trust and RSF when the investment was made;
• whether the entities separately evaluated later enforcement decisions;
• what information each relied upon;

• what legal strategy was shared;
• how each separately decided to participate in acceleration or enforcement;
• and how each separately decided to become a Petitioning Creditor.
Formal entity separateness does not itself answer the different factual question of substantive decisionmaking independence.

Rule 2004 production can answer that question without prejudging the legal separatenessofthe
entities.

C. BBG'S Later Participation and the Creditor Claims Reinforce the Same Inquiry
BBG then appeared as the third Petitioning Creditor.
That fact matters against the earlier financing history because BBG had relied materially upon RSF
diligence, had been advised directly of management's concerns regarding Wong, had been invited to

investigate those concerns independently, and later aligned with the RSF-related entities in
commencement of the involuntary case.

BBG, RSF Robotics I, and the Wong Family Revocable Trust subsequently filed claims based upon
separate investment positions but containing materially overlapping reservations of potential claims
against Mr. LaValley, Movant, and related nondebtor parties.
Movant does not contend that similar drafting, overlapping claims, or common counsel establishes
improper coordination.
It makes the earlier inquiry more concrete.

The Trustee should be able to determine:
• what factual investigation each Petitioning Creditor independently performed;
• what information was shared;

Page 23 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 24 of 103

• what theories were developed jointly;
• when possible personal-liability theories first were discussed;
• who authorized them;

• whether each Petitioning Creditor independently evaluated the eligibility and factual basis for
commencing an involuntary bankruptcy;
• and whether any of those enforcement objectives were contemplated before the petition was

filed.

VII. TARGETED PRODUCTION SHOULD PRECEDE ADDITIONAL OVERLAPPING EXAMINATION
The additional record now supplies specific transactions, dates, participants, communications, entities,

and disputed decisions for the investigation requested in ECF No. 90.
They include:
• the Engineered Arts acquisition opportunity;
• Wong's representation of purported Board and investor consensus;
• the decision not to make an Engineered Arts counteroffer;
• Wong's litigation threat;

• the competing RSF-led bridge;
• Wong's dual role as director and investor representative;
• continuing investor-side diligence while Wong served on the Board;

• financing represented as committed while remaining outside Cartwheel;
• direct employee interaction;

• the independently scheduled investor demonstration;
• investor allocation during the final pre-Seed financing;

• Venky's proposed $250,000 participation and ultimate approximately $125,000 investment;
• the separate Wong Family Revocable Trust investment;
• Wong's contemporaneous treatment of RSF and Trust interests;
• bridge-funding conditions and milestones;

• RSF-BBG diligence, matching, and funding;
• communications between Wong and BBG-related personnel outside management's presence;

• management's direct warning to BBG regarding Wong and its invitation for independent review;
Page 24 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 25 of 103

• independent corporate counsel's governance concerns;
• Macy's dual representation and continued involvement after his sabbatical;
• communications between Wong and Macy concerning governance and replacement counsel;
• management's attempted Board expansion;
• Wong's knowledge of the Company's limited runway;

• loss of the Seed financing;
• the November governance demand;
• efforts to resolve that demand while Murata remained active;
• the final loss of functioning muiti-member governance;

• Majority Holder acceleration authority;
• the separate later actions of RSF Robotics I and the Wong Family Revocable Trust;
• BBG's later Petitioning-Creditor decision;
• and development of later creditor claims.
Yet many of the corresponding records remain held by investors, creditors, financing participants, and
professionals.
Movant does not seek to avoid lawful examination under Section 341, ECF No. 80, or any properly
noticed and ordered examination.
The issue is sequencing and evidentiary completeness.
Before additional sworn examination proceeds concerning disputed subjects whose answers depend
heavily upon contemporaneous records held by the other side of those transactions, targeted
production should substantially precede that testimony wherever practicable.
That would permit questioning from actual records rather than incomplete memory, narrow genuine
disputes, reduce unnecessary repetition, and provide the Trustee with a materially more complete
record from which to evaluate potential estate claims, defenses, and case administration.

VIII. TARGETED PRODUCTION AND REQUESTED RELIEF
Movant seeks a focused first wave of production rather than discovery from every person who
interacted with Cartwheel.

Appropriate core custodians include Gene Wong / RSF / RSF Robotics I; the Wong Family Revocable
Trust; BBG/NBBGEI and appropriate representatives; Fund I / Reno Seed Advisors; Craig Macy;
Engineered Arts; and Scott Wiegand / Scale LLP for appropriately limited nonprivileged records
concerning holder authority and acceleration.

Page 25 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 26 of 103

First-wave production should focus upon:

• the March-April 2025 Engineered Arts decision process;
• records supporting Wong's claimed Board and investor consensus;
• communications concerning the decision not to counter Engineered Arts;
• communications concerning threatened litigation related to continuation of the Engineered Arts
process;

• development and timing of the competing bridge financing;
• investor-side records concerning additional 2024 RSF financing and its timing;
• continuing diligence after the initial RSF investment;
• employee contacts, technical reviews, investor demonstrations, and other nonpublic

information obtained by Wong;
• communications concerning the final pre-Seed investor allocation;

• Venky's proposed approximately $250,000 participation and ultimate approximately $125,000
investment;
• the Wong Family Revocable Trust's $50,000 investment;
• communications concerning the relationship or distinction between RSF Robotics I and the
Trust;

• RSF bridge-funding conditions and development milestones;
• RSF-BBG matching and diligence;
• communications between Wong and Kyle Ferguson, Karsten Heise, and other BBG personnel

regarding Cartwheel;
• BBG records concerning management's governance concerns and invitation to independently

investigate Cartwheel;
• Wong-Macy communications concerning Cartwheel governance, Wong's authority. Engineered
Arts, replacement corporate counsel, the bridge financing, and Holland & Hart;
• Board-composition communications;
• responses to management's later critical-funding communications;
• the November 6 demand and efforts to resolve it;
• communications concerning the late-November Wong / LaValley / Alaoui meeting;
• strategic and restructuring alternatives;

• the February 4 acceleration and Majority Holder authority;

Page 26 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 27 of 103

• decisions by RSF Robotics I, the Wong Family Revocable Trust, and BBG concerning the
involuntary petition;
• communications concerning the identity and sufficiency of Petitioning Creditors before March

19,2026;
• and development of later creditor claims and personal-liability theories.
Relevant counsel records may be addressed through ordinary privilege objections, privilege logs. Trustee
review, or further Court-directed procedure.

Movant does not request adjudication of privilege through this Supplement.
Movant respectfully requests that the Court:
• resolve EC F No. 90;
• authorize targeted Rule 2004 examination and document production concerning the matters

identified therein as supplemented here;
• authorize appropriate subpoenas to core custodians;
• require or encourage preservation of relevant electronic and documentary records;
• coordinate the process so that targeted first-wave production substantially precedes additional
sworn examination concerning these disputed document-intensive matters, to the extent

practicable;
• and grant such other relief as the Court deems appropriate.

IX. PRESERVATION OF RIGHTS
This Supplement seeks investigation and procedural coordination.

Movant does not seek dismissal of the case through this filing.
Nothing herein is intended to waive, adjudicate, concede, or narrow any claim, defense, objection,
remedy, or procedural right otherwise available to Movant, the Debtor, or another party with standing.
Nor does Movant presently ask the Court to determine that:

• Wong breached a fiduciary duty;
• Macy violated professional obligations;
• RSF or BBG engaged in inequitable conduct;
• the Wong Family Revocable Trust investment was improper;

• any Petitioning Creditor acted in bad faith;
• the February 4 acceleration was invalid;

Page 27 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 28 of 103

• or the December 5 foreclosure should be avoided or reconsidered.
Those questions, if they later become material, should be determined from a complete evidentiary
record.

X. CONCLUSION
The additional evidence does not describe a company that simply ran out of money overnight.
It describes a capital-dependent company whose ability to make independent decisions became
progressively constrained as the roles of its lead investor, director, financing source, governance
participant, and later creditor increasingly overlapped.
That pattern began well before the Company's final collapse.

Wong and RSF conducted extensive diligence before initial financing.
After Wong joined the Board, investor-side diligence continued while Wong received nonpublic
information concerning Cartwheel's technical, financial, and commercial progress.
At the same time, anticipated additional capital remained subject to investor-side action before it
became Cartwheel financing.

Wong expressly stated that funds had been placed into RSF Robotics I's Plumas Bank account and that
he had been:
"holding them there"

while additional fundraising continued.
Whatever commitments existed on the RSF side, Cartwheel had no corresponding right to those funds
until the investment actually closed.
That arrangement mattered because Cartwheel needed the capital to survive.
Wong, while owing fiduciary duties to Cartwheel as a director, simultaneously possessed substantial
practical influence over when investor-side capital, upon which the Company depended, became
Cartwheel financing.
When management succeeded in locating additional outside investors, Wong became involved in

allocation of that capital.
An outside investor prepared to invest approximately $250,000 ultimately invested approximately
$125,000 after Wong recommended the reduced allocation.

At substantially the same time, Wong pressed management to accept another $50,000 through the
Wong Family Revocable Trust.

When management hesitated because the round had become fully committed, Wong described the
matter as unfair treatment of RSF, notwithstanding that the investment he then was pressing
management to accept was expressly being documented through his separate family trust.

Page 28 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 29 of 103

That Trust later became one of the Petitioning Creditors.
Those facts do not establish an improper investment purpose.
They make the relationship, decision-making independence, and later use of that separate creditor

position appropriate subjects of investigation.
The pattern became more consequential in spring 2025.
When Engineered Arts presented a potential strategic alternative, management sought to preserve both

a financing path and the acquisition contingency.
Wong—then both a director and lead investor representative—asserted governance and investor
authority over the strategic process, represented the purported positions of other investors and the

Board, required visibility into Engineered Arts communications, stated that Cartwheel would not make a
counteroffer, threatened litigation if management continued contrary to his position, and advanced an
RSF-led bridge financing instead.

His involvement extended beyond ordinary Board discussion into continuing diligence, direct employee
interaction, investor-facing activity, financing terms, investor allocation, and Board composition.
Management attempted to create additional governance safeguards.
Those efforts did not resolve the conflict.

Craig Macy, who introduced Wong to Cartwheel, had represented both the Company and Wong/RSF in
the investment relationship.
After going on sabbatical, Macy continued communicating with management and later recommended
replacement corporate counsel.
Macy strongly recommended Myers and Holland & Hart.
Myers's review then generated matters significant enough for management to seek prompt Board
attention.
At essentially the same time, Macy's assessment of the attorney he had recommended changed sharply,
as Holland & Hart's review began raising governance issues requiring prompt Board attention.
The presently available record does not establish coordination between Macy and Wong.
It does, however, create a specific reason to obtain their contemporaneous communications and
determine what information Macy possessed concerning Holland & Hart's review, whether he was

discussing that review or Myers with Wong, and whether Cartwheel had genuinely independent
corporate guidance once the Company's interests and Wong/RSF's interests had begun to diverge.

The relationship with BBG presents another independent inquiry.
Battle Barn's published materials contemplate reliance on lead-investor diligence but also an
investment-review process not controlled by the lead investor. Its published Lead Investor
Requirements expressly state that the lead shall not seek to influence BBV's established investmentreview process.

Page 29 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 30 of 103

Yet Wong stated that BBG depended upon RSF's diligence, said BBG trusted RSF, discussed working
"behind the scenes" with BBG-related personnel, and exercised substantial influence over a financing
structure upon which BBG matching depended.

Management specifically advised BBG of serious concerns concerning Wong and invited BBG to visit
Cartwheel directly.
The presently available record does not reflect meaningful independent follow-up.

BBG later became the third Petitioning Creditor.
Those circumstances do not prove improper coordination.
They warrant examination of how independent BBG's investment, enforcement, and bankruptcy
decisions actually were.
Cartwheel continued attempting to address its governance issues and preserve value.
Management pursued outside investors, independent counsel, Board expansion, a Seed round, further
Engineered Arts discussions, Murata financing, substantial cost reductions, and restructuring advice.
By November, however, the unresolved governance dispute itself had become a live problem while one
of Cartwheel's final financing alternatives remained active.
Management attempted to negotiate a resolution with Wong.
No resolution followed.

Cartwheel then lost both a director and an important Murata relationship immediately before an
emergency Board meeting intended to consider Murata, bankruptcy, restructuring, the secured-creditor
situation, and any other remaining alternatives.
The strict foreclosure occurred the next day.
The record therefore supports investigation of whether Cartwheel's collapse resulted only from

ordinary startup financing risk, or whether that risk was materially aggravated by a conflicted
investor-director relationship in which financial dependence permitted investor interests to exert
increasing influence over financing, governance, strategic alternatives, investor relations, and
ultimately the Company's ability to pursue independent paths to preserve value.
The same relationships then reappear in creditor enforcement.
The February acceleration purported to exercise collective Notehoider authority, but the presently

available record does not identify the underlying Majority Holder decision.
Wong's contemporaneous financing communications blurred RSF and the separately documented Wong
Family Revocable Trust, and those entities later appeared as two separate Petitioning Creditors acting
through Wong.

BBG, after materially relying upon RSF during the financing relationship and after being advised of
management's concerns regarding Wong, became the third Petitioning Creditor.

Page 30 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 31 of 103

Later claims then asserted materially overlapping theories against former management and related
parties,
None of those facts requires the Court now to determine fiduciary breach, bad faith, creditor

ineligibility, or any other ultimate issue.
They require investigation.
The estate should determine whether Cartwheel's decision-making environment was materially

impaired by potentially self-interested conduct; whether the safeguards intended to protect the
Company functioned when investor and director interests diverged; whether Cartwheel's corporate

counsel remained independent during that conflict; whether BBG independently evaluated the
concerns management brought directly to it; whether nominally separate later creditor decisions
were substantively independent; and whether viable estate claims arise from that history.
Those questions should not be answered from accusation or hindsight.

They also should not be answered solely through additional testimony from former management while
the contemporaneous records held by the investors, creditors, and professionals remain unavailable.
The documents should answer them.
Before additional overlapping sworn examination occurs, the estate record should be permitted to
become materially more complete.

Movant respectfully requests that the Court grant the targeted Rule 2004 relief requested in ECF No. 90
as supplemented herein.

DATED: September 4,2026.
Respectfully submitted,

Samantha Conway
Creditor, Shareholder, Former Chief Operating Officer,

and Party in Interest
Pro Se

Page 31 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 32 of 103

EXHIBIT INDEX

Exhibit

Title

Exhibit A Cartwheel Financial Timeline — Cash, Financing, and Key Events

Exhibit B

Engineered Arts / Governance Text Messages — March 24-26, 2025

Exhibit C

Engineered Arts Communications Text Messages — March 31-April 1, 2025

Exhibit D April 16, 2025 Wong Email Regarding Board Composition and Bridge Financing

Exhibit E

Final Pre-Seed Financing Text Thread — December 19, 2024-JanuaryG, 2025

Exhibit F

May 24, 2025 Wong Email Regarding Bridge Funding

Exhibit G May 27, 2025 Gantt / Development Timeline Communications

Exhibit H

Craig Macy / Chris Myers Corporate Counsel Referral and Subsequent Characterization
- April-May 2025

Exhibit

Holland & Hart / Board Review Text Messages — May 7,2025

ExhibitJ

Board Expansion Communications — July 21,2025

Exhibit K

RSF / BBG Financing, Matching, and Diligence Text Messages — April-June 2025

Exhibit L

Runway / Investor Messaging Text Messages — May 9, 2025

Exhibit M October 3, 2025 Investor Update
Exhibit N Gene Wong / Scott LaValley Meeting and Lunch Scheduling — November 15, 2025

Exhibit 0

Emergency Board Meeting Text Messages with Modar Alaoui — December 3-4,2025

Exhibit?

Battle Born Venture Lead Investor Requirements — May 2023

Exhibit Disclosure
The exhibits attached to this Supplemental Memorandum are provided as supporting 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, governance, investors, creditors, or operations.
Movant does not possess or control the Debtor's complete corporate books and records. Nothing in this

filing is intended to waive any applicable privilege.

Page 32 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit A — Cartwheel Financial Timeline — Cash, Financing, and Key Events

Page 33 of 48

Page 33 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 34 of 103

Cartwheel Robotics - Cash, Financing, Cash Consumption & Key Events
Verified beginning consolidated BofA cash • Founder-related postings Net bank-cash consumption
Estimated ininimum total cash - BofA + reconstructed WaFd '-—'.. Capital / financing received

RSF / Gene due diligence before first funding r
Feb. 7-Aug. 1,2024 (176 days) I
S1.200R -I

Mar. 2025
I EA acquisirion proposal /
Plan B presen/ed

RSF due diligence continues white Wong serves on Board
I through follow-on funding on the same terms

f Apr. 1, POPS
Gene blocks
:£A communications I

Sl.OOOk -I

Apr. 16

|Wong initial bridge TS|

[Macy introduces Wong
Dec. 2024/Jan. 2025
tFinal RSF / Gene follow-on funding,

Apr. 29. 2024

(pre-signed version)

Aug. 2025 |
Wong removed /

I no longer on Board i

Oct. 3
Investor update:
Seed lead withdrew;

|bridg<

nitiat term sheet accepted!

|un.26.2024
Revised note term sheet'

$600k -I

$400k-(

$200k-1

Feb
2024

Apr

2024

Jun

2024

Aug
2024

Oct

2024

Dec

2024

Feb
2025

Apr

2025

Source note: This chart was created from subpoenaed Bank of America bank records.
Values were transcribed from the source records and may contain inadvertent transcription errors. The overall pattern and approximate amounts are consistent with Movant's general understanding of the Company's cash history.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 35 of 103

Exhibit B — Engineered Arts / Governance Text Messages — March 24-26, 2025

Page 34 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 36 of 103

Engineered Arts / Governance Text Messages
March 24-26, 2025
TRANSCRIPTION FOR PRINT LEGIBILITY. The transcription below consolidates repeated overlap between sequential screenshots and
does not repeat a message solely because it appears in more than one screenshot. Original screenshots follow in chronological order and
are reproduced without content alteration other than scaling to fit the page. Sequential screenshots intentionally overlap to demonstrate
continuity. In the event of any discrepancy, the original screenshots control.

FULLTRANSCRIPTION
Monday, March 24, 2025 - 3:56 PM
Gene Wong
Team:
Your outside investors and your board think it's premature to sell the company now.
The expected return would be 10x the last valuation -which by now approximates $15M, and we would not take cash
50/50 with a private company (only a public company with liquid stock).
You can only make decisions with the majority vote of your board PLUS a majority of your investors (separately)-when it
comes to selling the company.
All employment agreements would also need to be approved by your board.
Try to get information from Nick regarding his % ownership in EA and his planned, additional investment in EA? What is
his exit strategy in EA?
Then get his thoughts on investing in BOTH EA and Cartwheel as 2 independent, robotics companies.

Tuesday, March 25, 2025 - 9:04 AM
Gene Wong
Good morning Scott:
Are you reachable before 1 1 am?
Gene

Scott LaValley
I can talk now.

Wednesday, March 26, 2025 -11:29 AM
Gene Wong
Hi Scott:
I will send you an email later this afternoon, but I think we need to discuss both your board relationship and your investor
relationships tomorrow first and foremost, before we even get into our discussions with Nick and EA.
This is a critical moment and we need agreement on proper governance, ok?
Thank you
Gene

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 37 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The transcript above is provided for readability. The scaled screenshots below preserve the original source sequence and intentional
overlap.

Source screenshot 1 of 4

Source screenshot 2 of 4

<- ^k Gene Wong, Scott LaValley

Oene Wong, Scott LaVatiey

You can only make decisions
with the majority vote of your
Your outside investors and your
board think it's premature to set!
the company now.
The expected return would be
10x the last valuation -which by
now approximates $15M, and we
would not take cash 50/50 with
a private company (only a public
company with liquid stock),
You can only make decisions
with the majority vote of your

board PLUS a majority of your
investors (separately) "when it
comes to selling the company.
At! employment agreements
would also need to be approved
by your board.
it-M

Try to get information from Nick
regarding his % ownership in EA
and his planned, additional
investment in EA? What Is his
exit strategy in EA?

board PLUS a majority of your

Then get his thoughts on

investors (separately)-when it

investing in BOTH EA and

comes to sellin ^ e company.

Cartwheel as ^ 4, ipendent,

A!) effiployment ufcjreements

® RCS message © 0

Source screenshot 3 of 4
6i35€t^in)i>»;%^ • *tf<?*^€03

<• ®{i» Gene Wong, Scott LaVatley i

robotics comoarnes,

(£> RCS message © @

Source screenshot 4 of 4
6;34 OYetmitx -^'^

<- *^ Gene Wong, Scott LaVatley

ny luyfi iiiiuiniauuo nunn'jten.

regs^inQ ^is % ownership in EA
and his planned, additional
investment in EA? What is his
exit strategy in EA?
Then get his thoughts on
Investing in BOTH EA and
Cartwheel as 2 independent,
robotics companies.

Hi Scott:
I will send you an email later this
afternoon, but I think we need to
discuss both your board
reiatfonshtp and your investor
relationships tomorrow first and
foremost, before we even get

into our discussions with Nick
and EA.
Good morning Scott;

This is a critical moment and we

Are you reachable before 11am?

need agreement on proper

Gene

governance, ok?
Thank you
Gene

I can talk now.

® RCS message © 0

® RCS message

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 38 of 103

Exhibit C — Engineered Arts Communications Text Messages — March 31-April 1, 2025

Page 35 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 39 of 103

Engineered Arts Communications Text Messages
March 31-ApriH, 2025
TRANSCRIPTION FOR PRINT LEGIBILITY. The transcrlption below consolidates repeated overlap between sequential screenshots and
does not repeat a message solely because it appears in more than one screenshot. Original screenshots follow in chronological order and
are reproduced without content alteration other than scaling to fit the page. Sequential screenshots intentionally overlap to demonstrate
continuity. In the event of any discrepancy, the original screenshots control.

FULLTRANSCRIPTION
Monday, March 31, 2025 - 7:29 PM
Gene Wong
Scott:
I would suggest that you cut off all communications with Sam Tolkoff, ok?
-email

-phone texting
-phone calls

Gene
Also please copy me on ALL communications with Nick and EA, ok?
Thank you
Gene

Tuesday, April 1, 2025 - 4:50 PM
Gene Wong

Hi Scott:
Tomorrow at 2pm we will discuss our written response to Nick/EAto be delivered Thursday at 12noon. It will not be a
counteroffer to their proposal, but an encouragement for them to participate in Cartwheel's growth going forward.
We will let them know that we are proceeding with our bridge round and following Seed Round.
I assume that you have not spoken or written them since their acquisition -proposal last Sunday?

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 40 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The transcript above is provided for readability. The scaled screenshots below preserve the original source sequence and intentional
overlap.

Source screenshot 1 of 2

Source screenshot 2 of 2

<- ^^ OeneWong, Scott LaValley

Gene Wong, Scott laVdley

it on the calendar.

I would suggest that you cut off
all communications with Sam
Tolkoff, ok?
-email
-phone texting
-phone calls
Gene
Also pleasa copy me on ALL

our written response to Nick/EA
to be delivered Thursday at
12noon. It will not be a
counteroffer to their proposal/
but an encouragement for them
to participate in Cartwheei^s
growth going forward,
We will let them know that we
are proceeding with our bridge

communications with Nick and

round and following Seed

EA,ok?
Thank you

Round,

Gene

spoken or written them since

I assume that you have not
their acquisition "roposal last
Sunday? ^

® RCS message © Q

® RCS message © 0

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 41 of 103

Exhibit D — April 16, 2025 Wong Email Regarding Board Composition and Bridge Financing

Page 36 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 42 of 103

Outlook
Cartwheel's invitation to Bob Christopher to join the board
From GeneWong <gene@renoseedfund.com>

Date Wed 4/16/2025 3:17 PM
To Scott LaValley <scott.lavalley@cartwheelrobotics.com>; Samantha Conway
<samantha.conway@cartwheelrobotics.com>

Hi Scott:
You need to invite Bob to join the board (along with a signed NDA), ok?
Then he and you need to sign that agreement. Once that invitation is signed, I will approve it as
the investor director, and then we can have official board meetings. What has transpired up to
today are NOT board meetings.
At our next board meeting-which I would suggest to be next week Wednesday, Apr. 23rd (I

believe Bob has already booked his flights), we would formally approve his joining the board and it
will be recorded in the minutes thereof.
With the timing of critical demos and fund-raising underway, we need to have frequent board
meetings until at least the bridge round is closed.
I will be sending you a draft term sheet for the bridge round later today for your review and
approval.

I hope you can prepare a board package for us to receive by next Tuesday at12noon.
Thank you,
Gene

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 43 of 103

Exhibit E — Final Pre-Seed Financing Text Thread — December 19,2024-January 6, 2025

Page 37 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 44 of 103

Final Pre-Seed Financing Text Thread
December 19, 2024-January 6, 2025
TRANSCRIPTION FOR PRINT LEGIBILITi'. The transcription below consolidates repeated overlap between sequential screenshots and
does not repeat a message solely because it appears in more than one screenshot. Original screenshots follow in chronological order and
are reproduced without content alteration other than scaling to fit the page. Sequential screenshots intentionally overlap to demonstrate
continuity. In the event of any discrepancy, the original screenshots control.

FULLTRANSCRIPTION
Thursday, December 19, 2024 -12:13 PM
Scott LaValley
Gene, I have good news. Nick and EA are committing to $500K into the pre-seed. It's a package deal, $250K from Nick
and $250K from EA. Both are ready to sign.

Thursday, December 19, 2024 - 1:56 PM
Gene Wong
They are ready to sign the investment docs as is?
Convertible notes -not preferred stock?
Shall I send them the investment docs?
Scott LaValley
Craig is going to send investment docs. Same convertible note, no changes.
Gene Wong
Excellent. Did you send them already the term sheet?
Better if you did not...

Scott LaValley
I believe the term sheet has already been shared.
Scott LaValley
We are routing docs now. To be clear, you, as the lead investor, support both of these investments?
Gene Wong
Scott:
If you accept all 3 new investors, then you will be oversubscribed at more than $1,5M.
Don't forget that RSF has committed an additional $150k-$200k to Cartwheel and you showed it on your financials.
I would suggest that you accept the oversubscription.
Gene
Scott La Valley
Gene, when could I have signatures for that money?
Gene Wong
You already have them. The funds were wired to Plumas Bank through RSF Robotics I last October. I was holding them
there pending more fundraising on my part when fundraising was slow last month.
Gene Wong
Those funds were represented all along on the financials you presented to the board last November.
Gene Wong
Hi Scott:
Last September you were budgeting a $1.5M need even though our term sheet specifies $1.25M. That amount was to

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 45 of 103

last us one year and we have already hired the corresponding staff,
If you want to hire 2 more engineers: Abishek and the Caltech guy, then you need to raise an additional minimum of
$250k -just to hire those 2.
That why I recommend that yoy accept at least $1.75M In this round. You need the funds to GROW FAST-for the Seed
Round closing.

Scott LaValley
If I take everything on the table right now it totals $1.95M. I agree we could use the money, and that it will allow us to
grow faster, but that is giving away more of the company than is comfortable.
Gene Wong
Scott:
Cut the round off at $1.75M, by allocating some of the $250k investors especially Venke.
What is EA's goal and expectations by investing?
Gene Wong
Scott:
In my experience you always should raise more money than you need, because things take longer and projects are
always more costly than you planned.
Scott LaValley
EA has no goals or expectations that have been spoken. Which is the part that seems off.
Scott LaValley
Gene, Venky wants to do a SAFE. Does that change anything?
Maybe we can increase the cap.. ?

Gene Wong
Scott:
You cannot do a SAFE as part of this round, all the terms should be the same -unless you want to accept his funds at a
higher valuation (e.g. $10M +).
He's still getting a very good deal.
Craig would have to advise that this SAFE would be a board-approved separate round closing Feb 15th (for example).
You should probably consider allocating him less than $250k, say down to $125k like Sam recommends.
Gene Wong
I suspect that EA has ulterior goals. We should discuss this as a board.
Scott LaValley
Likely. I suspect they are planning for when they need help expanding their US footprint. Right now, I believe, we have
more to gain from them than they do from us. I see them help us when it's time to GTM.
Gene Wong
Scott:
You may want to schedule a board call to discuss how much to accept in this investment round and which investors to
allocate.

You have already raised $1 .2M from RSF and BBG. If you want to cut off the round at $1 .75M, you will probably have to
allocate between EA and Venky.
Scott LaValley
The problem is EA and Nick are a package deal. We 100% wanVneed Nick.
Gene Wong

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 46 of 103

If that's the case and you still want Venky as an investor (SAFE?), then you probably need to allocate both Nick and EA
(equally) each down to a level where you cap the total raise to $1,75M-if that's where you want to cap the total amount
raised.

Friday, December 20, 2024 - 9:05 AM
Scott LaValley
Nick has already signed and initiated the wire.
Scott LaValley
Gene, when can you have the RSF Robotics I additional dollars wired?
Gene Wong
Within one week.

Friday, December 20, 2024 -1:26 PM
Scott LaValley
Gene, can we get the $150 wired today?
Gene Wong
Scott:
I can get it wired to you by next Monday, Dec 23rd. We're past the wire deadline for today.
Scott LaValley
OK, that sounds good. Thank you.
Gene Wong
Scott:
If you email EA with possible dates for a UK visit, please give them 3 dates in early February, not the last week in
January, ok?

Monday, January 27th is our on campus visit to UNR Robotics. We now have President Sandoval involved in this
campus visit.

Gene
Scott LaValley
Will do. Great news that Sandoval is involved.

Friday, December 20, 2024 - 5:17 PM
Gene Wong
Team:

I'm hopeful you can get constructive news by Monday from both EA and Venky.
So shall we move our weekly update call from 10am to 4pm?
Gene

Saturday, December 21, 2024 - 6:04 PM
Gene Wong
Hi Scott:
I had a stimulating breakfast this morning with Vinay and his wife Lavanya. We discussed the UNR Meet School with
Lavanya, and also the mutual benefits of university robotics collaboration with Cartwheel.
I think Vinay will help us on a number affronts.
Gene

Sunday, December 22, 2024 - 6:16 PM
Scott LaValley
Gene, I'd like to lock our Monday meetings to 10. Sam Tolkoff has been invited to these meetings to allow him the option
to be equally informed.
Gene Wong

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 47 of 103

Hi Scott:
I cannot make a 10am meeting tomorrow, I can make a 3pm meeting Pacific time.
Alternatively I can make a 10am Pacific time meeting on Tuesday, Dec 24th.
I apologize as this coming week's schedule is a bit hectic.
Gene
Gene Wong
I'm glad that Sam wants to join us for our weekly update meetings...a lot is happening...
Scott LaValley
Gene, my schedule is packed this week. Tolkoff, Sam and I will meet at 10 AM tomorrow. We will have to catch you up
next Monday at 10.
Gene Wong
That's fine. Keep me posted. I hope we'll meet again on Monday, Dec 30th at 10am.
Thank you

Monday, December 23, 2024 - 3:15 PM
Gene Wong
Scott and Sam:
$150k was wired today at 12noon to your bank account from RSF.
Gene

Samantha Conway
just checked and I see the pending transaction on our end
Gene Wong

Okay
Thursday, December 26, 2024 - 7:22 AM
Gene Wong
Good morning Scott and Sam:
Please send me the convertible note docs via Docusign -for the $150k investment that RSF Robotics I made last week.
Thank you
Gene
Samantha Conway
Just asked Craig to send the docs out.
Gene Wong
Thank you Sam.

Thursday, December 26, 2024 - 3:29 PM
Gene Wong
Hi Scott:
What's the status of your discussion with Venky? What have we learned about his plans for investments in Humanoids
and in Cartwheel-in particular?
Gene Wong
As an alternative to your request to the board to close the pre-seed investment round by next Monday, Dec. 30th-l offer
you the following:
You can send me the Docusign for a $50k investment. Once signed by me and you tomorrow, I can wire the funds to you
by Monday and at least you will have closed on an additional $50k by the yearend deadline-ok?
Let me know how you wish to proceed?
We all know how important it is to close this round now.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 48 of 103

Gene
Gene Wong
Sam:

You could send the Docusign to me c/o
Wong Family Revocable Trust:
Eugene Wong, Trustee

Friday, December 27, 2024 -11:33 AM
Gene Wong
Scott:
I haven't heard from you. If you want me to wire $50k by next Monday, you will need to send me the convertible note
docs by Docusign before 12:30pm.
Gene
Scott LaValley
Gene, I have a message to Venky to sign today or lose out.
Gene Wong
He must sign today and wire his funds to you by next Monday ($125k?).
Gene Wong
Scott:
You can also send me the docs by Docusign today. I can sign them and then you can either counter sign them or NOT
counter sign them by Spm-depending upon you're hearing (or not) from Venky, correct?
Gene Wong
Scott: Did Trey Roski wire his funds yet?

Friday, December 27, 2024 - 7:05 PM
Gene Wong

Hi Scott: Did Venky sign today?
Monday, December 30, 2024 - 9:42 AM
Gene Wong
Scott: I'm running 30 mins late.
Samantha Conway
Gene - Scott has another call directly after starting at 10:30am
Gene Wong
Can we reschedule our weekly update call to tomorrow Tuesday at 10am?
I apologize but a major construction issue came up at the last minute.

Monday, December 30, 2024 - 4:01 PM
Samantha Conway
Gene - We met today at 10am with Sam T and mostly discussed closing the round. Venky signed at $125K, and we sent
him the wire info today. We also discussed that vendor services for equity at a $15M cap makes sense and will help to
stretch cash (ie - Marty). Is there anything urgent that needs to be discussed this week? If not, can we wait until our next
Monday meeting?
Gene Wong
Yes Sam:
We can wait until next Monday 10am for our next weekly update. Has EA already wired their funds? How about Trey

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 49 of 103

Roskj?
What is the total amount committed to this pre-seed round?

Shall I send my $50k?
Gene

Monday, December 30, 2024 - 7:08 PM
Scott LaValley
Gene, the total committed is $1.8M. Only RSF has wired funds. If someone backs out, you're in. Until then, I can offer
you the same as I did to Vinek, the option to participate in a bridge round, converting into the seed, at a 20% discount.
Venky would like to do this as a simple SAFE.

Tuesday, December 31, 2024 - 6:48 AM
Gene Wong
Scott:
I don't know why all the last minute investors are closing later than Dec 30th. It appears you have created a double
standard for them vs RSF.
Last November at our 1st board meeting you represented a $150k plus $50k investments coming into Cartwheel and
asked me repeatedly if I was committing to those amounts -of which I agreed. You would not have contracted with
Esteve-if it were not for my $50k commitment.
Now you are allowing newer investors into this round ahead of RSF-after establishing that we were committed.
It's unfair the way we've been treated.

RSF took the greatest risk and invested in Cartwheel last Summer-when others were unwilling to do.

Monday,January 6,2025 - 10:58 AM
Gene Wong

s&s:
Send me the convertible docs (Craig?) and I'll sign them ASAP, followed by my $50k wire this coming Thursday-ok?
Gene
Scott LaValley
Thx Gene, for your continued support and patience while we navigated this happiness problem.
We've put in the request to Craig, Signature request coming shortly.
Gene Wong
Thank you Scott

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 50 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The transcript above is provided for readability. The scaled screenshots below preserve the original source sequence and intentional
overlap.

Source screenstiot 1 of 31

Source screenshot 2 of 31

<- ^» Gene Wong, Scott LaValley

Gene Wong, Scott LaVatley

Craig is going to send
Gene, I have good news. Nick

Investment docs. Same

and EA are committing to $500K

convertible note, no changes.

into the pre-seed. It's a package
deal, $250K from Nick and

Excellent, Did you send them

$250K from EA. Both are ready

already the term sheet?

to sign.

Better if you did not.
I believe the term sheet has

They are ready to sign the
investment docs as is?
Convertible notes -not preferred
stock?

already been shared.
We are routing docs now. To be
clear^ you, as the lead investor
support both of these

Shall I send them the investment
does?

investments?
Scott: •),
If unit ftrrpnt all .'"l npw inwpRtnns

© RCS message © 6)

Source screenshot 3 of 31

Gene Wong, Scott LaValley
Investments?

If you accept all 3 new investors,

then you will be oversubscribed
at more than $1.5M.
Don't forget that RSF
has committed an additional $

$1SOk-$200k to Cartwheel and
you showed it on your financials.
I would suggsst that you accept
theRversubscription.
Gene
Gene, when could I have
signatures for that money?
tw already ha-'. >hem. The
funds were win.' -.0 Plumas

,<£>|RCS message .© :©

© RCS message © (3

Source screenshot 4 of 31

<- IS|» Gene Wong, Scott LaValtey
signatures for that money?
You already have them. The
funds were wired to Plumas
Bank through RSF Robotics I last
October, I was holding them
there pending more fundraising
on my part when functroising
was slow last month.
Those funds were represented
ail along on the financtals you
presented to the board last
November.
Hi Scott:
Last September you were
budgeting a $1.5M need even
though our ter ^ 'eet specifies
$1.25M. That amount was to last
® RCS message © Q

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 51 of 103

Case 26-50278-hlb

Doc 99

Source screenshot 9 of 31

Entered 09/04/26 13:06:32

Source screenshot 10 of 31

fr ^a Gene Wong, Scott LaValley
Scott:
You cannot do a SAFE as part of
this round, all the terms should
be the same -unless you want to
accept his funds
at a higher valuation (e.g. $10M
+).

He's still getting a very good
deal.

Page 52 of 103

Gens Wong, Scott LaValiey
recommends.

1 suspect that EA has utterior
goals. We should discuss this as
a board.
Likely. I suspect they are
planning for when they need
help expanding their US

Craig would have to advise that

this SAFE would be a
board-approved separate round
closing Feb 15th (for example).
You should probably consider
allocating him less than $2501<,
say down to $125]< like Sam
recommends.
•<1-

footprint. Right now, I believe, we
have more to gain from them
than they do from us. I see them
help u$ when its time to GTM.

You may want to schedule a
board call to discuss how much
to accept in this investment
round and whi' ^ vestors to
allocate.

.®!RCSmessag9::::©(3

® RCS message © 6)

Source screenshot 11 of 31

Source screenshot 12 of 31

GeneWong, Scott taVaiiey

<- Slja Gene Wong. Scott LaValley

t Scott;
i'ft>U may want to schedule a
board call to discuss how much
to accept in this investment
round and which investors to
allocate.
You have already raised $1.2M
from RSF and BBG. If you want

If that's the case and you still
want Venky as an Investor
(SAFE?), then you probably need
to allocate both Nick and EA
(equally) each down to a level
where you cap the total raise to
$1.75M-if that's where you want
to cap the total amount raised,

to cut off the round at $1.75M,

FftAW Dec 20.202-1 •<?;&S;V.

you will probably have to
allocate between EA and Venky.

Nick has already signed and
Initiated the wire.

,The problem is EA and Nick are a
packa9QC*eai"W8fO^%wantf
[need Nick.

Gene, when can you have the

RSF Robotics I additional dollars
wired?

If that's thecase and you still
^uyantVenky as ^ westor
(SAFE?), then you probably need

@ RCS message © ©

Within one wct^

© RCS message © 0

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 53 of 103

Source screenshot 13 of 31

Source screenshot 14 of 31

Gene Wong, Scott LaValley

Gene Wong. Scott LaValiey

Within one week.

If you email EA with possible
dates for a UK visit, please give
them 3 dates In early February,

Gene, can we get the $150
wired today?

not the last week in January, ok?
Monday* January 27th is our on
campus visit to UNR Robotics.

I can get it wired to you by next
Monday, Dec 23rd. We're past
the wire deadline for today.
OK, that sounds good. Thank

We now have President Sandoval
involved in this campus visit.
Gene
Will do. Great news that
Ssndoval is involved.

Ifyou email EA with possible
dates for a UK' ",'*. please give

I'm hopeful you 'n get

theni 3 dates iri ;^rly February,

constructive nt. ' Dy Monday

® RCS message © 0

® RCS message © (3

Source screenshot 15 of 31

Source screenshot 16 of 31

Gene Wong, Scott LaVsHey

Gene Wong, Scott laValley
with Cartwheel

Team:
J'nn hopeful you can get

I think Vinay will help us on a
number of fronts.

iSonstructiye news by Monday
froin both EA and Venky.
SQ shall we move our weekly
update call from 10am to 4fim?
Gene

Gene, I'd like to lock our Monday
meetings to 10. Sam Totkoff has
been invited to these meetings
to allow him the option to be

HI Scott:
Ihadastimulating breakfast this
morning with Vinay and his wife
(.ayanya .We discussed the

^UMR Mecj School with Lavanya,
and also the mutual benefits of
university robotics collaboration

iwithCartwhesl
ll.ttiink Vinayvyii,' Jp us on a

;:©, i RCS message © 6)

equally informed.
Hi Scott:
I cannot make a 10am meeting
tomorrow, I can make a 3pm
meeting Pacific time.
Alternatively I can make ^ 1Qam
Pacific time mepting on Tuesdaj
4-

© RCS message © ©

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 54 of 103

Source screenshot 17 of 31

Source screenshot 18 of 31

fr vf^ Gene Wong. Scott laValley

Gene Wong, Scott LaValtey

Pacific time meeting on Tuesday
Dec 24th.
I apologize as this coming
week's schedule is a bit hectic,

That's fine. Keep me posted. I
hope well meet again on
Monday, Dec 30th at 10am.
Thank you

Gene
I'm glad that Sam wants to join

Scott and Sam:

us for our weekly update

$1SOk was wired today at

meetings...a lot is happening.

12noon to your bank account
from RSF.

Gene, my schedule is packed
this week, Tolkoff, Sam and I will
meet at 10 AM tomorrow. We will

justchectodand.'lseethe

have to catch you up next

pending transaction on our end

Monday at 10.
That's fine. Keep me posted. I
hope ws'll me? ^ •ain on
Monday, Dec 3^>.i at 10am.

i©,RCS message © (3

® RCS message © 6)

0

<

Source screenshot 19 of 31

Source screenshot 20 of 31

®Sa Gene Worig, Scott LaValley

<- ^Sk Gene Wong, Scott LaValley

iGood morning Scott and Sam;
Please send me the convertible
note docs via Docusign -far the

Hi Scott:
What's the status of your

discussionWith Venky? What

$150k investment that RSF

have we learned about his plans

Robotics I made last week.
Thank you

for investments in Humanoids
and in Cartwheel-in particular?

Gene
As an alternative to your request
Just asked Craig to send the:

to the board to close the
pre-seed investment round by
next Monday. Dec. 30th-1 offer

L'rhankyouSam.
Thyteto. Uec 2&. 2ttt4 * Wf-tJl

you the following;
You can send me the Docusign
for a $50k investment. Once

'Hi Scott;

signed by me and you tomorrow,

What's the status of your

I can wire the funds to you by

^discussion will, 4, iky? What
have we learnea about hts clans

hfn/fi r:lr><wri nn an ftrtriitinnal

@ RCS message

Monday and a* 4> it you will

® RCS message © (3

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 55 of 103

Source screenshot 21 of 31

Source screenshot 22 of 31

^~ '^Ik Gene Wong. Scott LaVaftey

Gene Wong, Scott LaValley

You can send me the Docusign
for a $50k investment. Once

You could send the Docusign to

signed by me and you tomorrow,
I can wire the funds to you by

mec/o

Monday and at least you will

Wong Famiiy Revocable Trust:

have closed on an additional
$50k by the yearend

Eugene Wong, Trustee

deadline-ok?
Let me know how you wish to
proceed?
We all know how important it is
to close this round now.

I haven't heard from you. If you
want me to wire $50k by next
Monday/ you will need to send
me the convertible note docs by
Docusign before 12:30pm.

Sam:
You could send the Docusign to
mec/o

^

Wona Family Revocabte Trust:
® RCS message ©

Gene, I have ar ^sage to Venky
to sign today 01 ' ^e out
® RCS message © 0

Source screenshot 23 of 31

Source screanshot 24 of 31

GeneWong, Scott laValley

Gene Wong, Scott LaVailey

Gene, I have a message to Venky
to sign today or lose out.

Scott:
Did Trey Roski wire his funds

yet?

He must sign today and wire his
funds to you by next Mondai

($12Sk?).
Did Venky sign today?

Scott;
.You can also send me the docs
by Docusign today, lean sign
them and then you can either
counter sign them or NOT

I'm running 30 mins late.

counter sign them by
•Spm-dependlnfl upon you're

Bene - Scott has another call

hearing (or not) from Venky,

directly after starting at.10:3Qam

•correct?
Can we resche ^ our weekly

© RCS message © (3

© RCS message © ©

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 56 of 103

Source screenshot 25 of 31

Source screenshot 26 of 31

®|» Gene Wong. Scott LaValtey

GenB Wong. Scott LaVaSley

Gene - Scott has another call
: directly after starting at l0:30am
Can we reschedule our weekly
update calf to tomorrow Tyesda'
at 10am?
I apologize but a major
construction issue came up at
the last minute.

Gene-We met today at 10am
with Sam T and:mostly discussed
closing the round.yenky signed
at $125K, and we sent him'the
wire jnfo today. We: also :
discussed that vendor services
for equity at a $16M cap makes
sense and will help ;to stretch
cash (ie - Martyn). Is there
anything urgent that needs to be
dis.cussed.this week? If not, ;oan ,

Gene - We met today at 10am
with Sam T and mostly djscussed
closing the round. Venky signed
at $125K, and we sent him the
wire info today. We also
discussed thaCehdor services
for equity at:81|BM cap makes

® RCS message © 6)

we wait until our next Monday
^meeting? ; ;;;:.,; .... :'1:

yes Sam:
We can wait until next Monday
10am for our next weekly
update. Has E ^ eady wired
® RCS message © 0

Source screenshot 27 of 31

Source screenshot 28 of 31

<- :1 ^» Gene Wong. Scott LaValley

Gene Wong. Scott laValtey

we waituntil our next Monday
meeting?
Yes Sam:
We can wait until next Mondai
10am for our next weekly
Update. Has EA already wired
their funds? How about Trey
RsssW
What is the total amount
.committed to this pre-seed
round?

Gsne. the total committed is
$1.8M. Only RSF has wired
funds. If someone backs out,
you're in. Until then, I can offer
you the same as t did to Vinek
the option to participate in a
bridge round, converting into the
seed, at 3 20% discount Venky
would like to do this as a simple
SAFE.

^Shalllsendmy$50k?
Gene

w5v/, Occ3t, K)M • 6-.18 AM

I don't know why all the last
Gene, ths total committed is
.$1,8M. Only RSri is wired
funds, If someo.L oacte out,

®RCS message © ©

minute investors are closing later
than Dec 30th. I* appears you
have created a ^ ,ble standard

® RCS message © (3

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 57 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit F — May 24, 2025 Wong Email Regarding Bridge Funding

Page 38 of 48

Page 58 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 59 of 103

!Ht Outlook
Re: NBBGEI Funding Committee Approval - Cartwheel Robotics
From GeneWong <gene@renoseedfund.com>

Date Sat 5/24/2025 2:05 PM
To Scott LaValley <scott.lavalley@cartwheelrobotics.com>
Cc Samantha Conway <samantha.conway@cartwheelrobotics.com>; Christopher Bob <ugobe07@gmail.com>

Scott:
You will receive the cash in tranches-as I have mentioned to you, nothing more.
Please better manage your monthly cash-with the cash funds that are coming in now, NOT on the
investment that you expect to come in.

Also raise investment dollars on your own. You cannot expect your lead investor RSF to raise all of
your investment.

We need to schedule a board meeting the week of June 3rd-where you give the board a
commitment as to when you will deliver a walking robot (June 30th). We cannot raise any more
funds based on your current present and demo.
I am uncomfortable committing more RSF funds based on your execution so far.
BBG never funds/matches until at least 30 days AFTER RSF wires its funds.
Gene
Sent from my iPhone

On May 24, 2025, at 8:30 PM, Scott LaValley <scott.lavalley@cartwheelrobotics.com>
wrote:

Gene, if there is more than $250K in the SPV by June 2nd, which I anticipate, and
believe is already the case, from speaking with the LPs last week, why wouldn't
RSF fund all those dollars for a higher match and an overall higher total (greater

than $500K) for the first tranche?
Get Outlook for Android

From: Gene Wong <gene@renoseedfund.com>

Sent: Friday, May 23, 2025 10:08:41 PM
To: Scott LaValley <scott.lavalley@cartwheelrobotics.com>; Samantha Conway
<samantha.conway@cartwheelrobotics.com>

Cc: Bob Christopher <ugobe07@gmail.com>
Subject: Fwd: NBBGEI Funding Committee Approval - Cartwheel Robotics

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 60 of 103

Good morning Scott:
Congrats on the $500k match from BBG. This is completely what I expected from BBG.
Please re-read the email I sent you last week regarding how much RSF will invest at this
time and also how the BBG match will be done.
On Monday, June 2nd when I return to Reno, I will process the first $250k wire to
Cartwheel. BBG will then wire their $250k match thereafter-probably within 30 days or
July 2nd. Only when either RSF raises an additional $250k and wires Cartwheel the 2nd
$250k-will BBG then match RSF's 2nd tranche.
RSF does not have the 2nd $250k tranche raised as of this date, and we don't believe
that we can raise the 2nd $250k. So you cannot expect to receive BBG's 2nd match
until RSF raises it first, OR Cartwheel raises money in their own.
The only funding that Cartwheel can count on now is $250k + $250k from BBG.
I would suggest that you plan your 13 week cash flow based upon $250k from RSF on
June 2nd and then $250k from BBG on July 2nd. Don't expect additional funds coming
from us until the earliest July-if we can either raise the additional $250k or NOT.
Cartwheel cannot rely SOLELY on RSF to raise all of your funds. You must be able to
raise funds from your own sources. I would highly recommend that you reduce your
monthly burn rate to extend your runway or you will run out of cash.
Gene

Sent from my iPhone
Begin forwarded message:

From: Kyle Ferguson <kferguson@nvsmallbiz.org>

Date: May 23, 2025 at 8:56:25 PM GMT+2
To: Scott La Valley <scott.lavalley@cartwheelrobotics.com>, Samantha
Conway <samantha.conway@cartwheelrobotics.com>, Christine Guerci
<christine@guercilaw.com>
Cc: Gene Wong <gene@renoseedfund.com>

Subject: NBBGEI Funding Committee Approval - Cartwheel Robotics

Good morning Scott & Samantha:

Congratulations, the Funding Committee of Nevada Battle Born Growth Escalator, Inc.

(NBBGEI) has approved the venture capital investment of $500,000 in Cartwheel Robotics.
This approval is subject to Cartwheel successfully completing the Legal/Compliance
process. Christine Guerci, Chief Legal/Compliance Officer will be reaching out to you to
begin this process.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 61 of 103

Thank you for your timely response to our inquiries, it expedited the approval process.

Regards,

Kyle Ferguson
Chief Program Officer Venture Capital
Nevada Battle Born Growth Escalator, Inc.
808 W. Nye Lane
Carson City, NV 89703
775-813-0689
<image001.png>

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit G — May 27, 2025 Gantt / Development Timeline Communications

Page 39 of 48

Page 62 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 63 of 103

/Vt Outlook
RE: NBBGEI Funding Committee Approval - Cartwheel Robotics
From Scott La Valley <scott.lavalley@cartwheelrobotics.com>

Date Tue 5/27/2025 3:50 PM
To Gene Wong <gene@renoseedfund.com>; Christopher Bob <ugobe07@gmail.com>
Cc Samantha Conway <samantha.conway@cartwheelrobotics.com>

All,
Our top priority right now is to stabilize the ship. I'm expecting that RSF will wire a bare minimum of
$250K and Rock Bank Capital $150K (independent of SPV) on or before June 2. BBG will match the
RSF investment shortly after Christine returns to the office after June 9. That will provide Cartwheel
with the necessary capital to continue and ramp operations (hiring two additional engineers) in
support and anticipation of raising the Seed. The increased headcount, money in the bank, and
progress will only help improve our attractiveness. Holding back funds only hurts us.
See the embedded image below of the Gantt chart presented at the first Board meeting on
November 4, 2024.1 have always said that the robot would walk in month 12, August. I have also
expressed over the last several months that we are 2 or more weeks behind the original schedule.
Also, consider that many things were promised later (not even shown) that have been pulled in and
completed (i.e., the Minion GHP animatronic). Overall, we are making fantastic progress.

We have a tentative hold on June 3-5 for an additional investor demo day. Waiting on Modar to
confirm what day and who will be coming. Modar is currently tied up running the Humanoid Summit
in the UK, which is being held this Thursday through Friday. I would suggest a call to touchbase on
Monday, June 2, alternatively.

Best, Scott

Case 26-50278-hlb

Doc 99

Internal Board Update

Entered 09/04/26 13:06:32

Commercially Confidential

Page 64 of 103

4,2024

NovembE

HCHi.nilth
»M

KHtS

(

ttM.l

'Q^tt.iri'c.t^L^tCll^POH^^-JS.,'.;)

;1

l;f<-ft..i(.ttriOr,t31ti)Tfi-

:>

ai.

S3_
11 )

At( f^ 0~t

«••>/ fin frt.

i

A

-Sl.

^(1;

^ M,(,

Kif.-x •;»:>• <.'tr

fri).<r<<
U.^'it^l,
tv','

Pji*iLl^t(f,>t

lO^ttf.-i.t,

/

9
•
8

^'-1

HtM Ll\<l HMCl H..J<< Cii.^:-0 (Ut-Uf;S(.< i

x

f;.t.:.t^:<)ta^»>M

r^ci«.(<>r,,;ir*;IH'<il..;^

/

t.it.,U»^t«ft.vn-K*;^,

mfcOff'tuichniirn'i

a

US JI) TH

[,

t.r.'.tt^C^TfU
,0,,

^rlA'.-ul'.re^!-

•

fclAfl...>•••»< M-i

x

t.>(-;t<!f;.^Attw,l.<.

1
f.

u^tievcr/Lt-.^y K'-t

li^f«^i.m[t.fiC..ri^ ni>;r.

!

WT:.:*t?;.i:»'u-d*i-l»'

fi./r..ilt,^-iwi.m-( in'

3
MvPt^^i),
(Ail.fiPot^tl

'^

4
31

I

ioMiPod/yi:iiw^'iUvi
Vi'iKlt C^Jr €';'.•<'•>"«» 0-;^. i" S'T^'H (•

i
It;;

^ CARTWHEEL

8

From: Gene Wong <gene@renoseedfund.com>
Sent: Tuesday, May 27, 2025 12:39 PM
To: Christopher Bob <ugobe07@gmail.com>
Cc: Scott LaValley <scott.lavalley@cartwheelrobotics.com>; Samantha Conway
<samantha.conway@cartwheelrobotics.com>
Subject: Re: NBBGEI Funding Committee Approval - Cartwheel Robotics

Bob and Team:
Our TS is always conditioned upon customary DD, and that would include both managing
CF/burn rate and execution of product developments toward a walking robot. You all have
copies of our original TS signed. Original representation by management was to have a

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 65 of 103

walking prototype by March 31 ,2025.
What new investors has Cartwheel secured outside of RSF??
BBG also depends upon RSF doing adequate DD. That is why we are the most active local
VC with BBG. They trust us.
We should schedule a board meeting for next week June 4/5 and have a board package
including the latest 13 week CF by this Friday. Our monthly bum rate is currently
approximately $150k per month? Please send to the board, so that we can appropriately
give guidance.
Gene

Sent from my iPhone

On May 27, 2025, at 5:30 PM, Bob Christopher <uqobe07(%qmail.com> wrote:

Gene,

If RSF is going to hold funds until milestones are reached then it should be
outlined in the term sheet. I understand your concern about meeting deliverables
(milestones) so let's address that in the term sheet. However, subjectively holding
funds adversely affects the company. I suggest reviewing with Sam Angus for his
guidance here.
Scott, let me know your thoughts.
Thanks.

Bob
As for additional investors I am waiting to hear from Todd Enerson and James
Wigglesworth- I spoke with them this weekend. I am pushing for Ernie Moodie
but he's tricky. I have also reached out to 5 VC firms that are good candidates for
the seed round.

On Fri, May 23, 2025 at 10:08 PM Gene Wong <gene@renoseedfund.com>
wrote:

Good morning Scott:
Congrats on the $500k match from BBG. This is completely what I expected
from BBG.

Please re-read the email I sent you last week regarding how much RSF will
invest at this time and also how the BBG match will be done.
On Monday, June 2nd when I return to Reno, I will process the first $250k wire
to Cartwheel. BBG will then wire their $250k match thereafter-probably within
30 days or July 2nd. Only when either RSF raises an additional $250k and
wires Cartwheel the 2nd $250k-will BBG then match RSF's 2nd tranche.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 66 of 103

RSF does not have the 2nd $250k tranche raised as of this date, and we don't
believe that we can raise the 2nd $250k. So you cannot expect to receive
BBG's 2nd match until RSF raises it first, OR Cartwheel raises money in their
own.

The only funding that Cartwheel can count on now is $250k + $250k from BBG.
I would suggest that you plan your 13 week cash flow based upon $250k from
RSF on June 2nd and then $250k from BBG on July 2nd. Don't expect
additional funds coming from us until the earliest July-ifwe can either raise the
additional $250k or NOT.
Cartwheel cannot rely SOLELY on RSF to raise all of your funds. You must be
able to raise funds from your own sources. I would highly recommend that you
reduce your monthly burn rate to extend your runway or you will run out of
cash.

Gene

Sent from my iPhone
Begin forwarded message:
From: Kyle Ferguson <kferguson@nvsmallbiz.org>

Date: May 23, 2025 at 8:56:25 PM GMT+2
To: Scott LaValley <scott.lavalley@cartwheelrobotics.com>,
Samantha Conway <samantha.conway@cartwheelrobotics.com>,
Christine Guerci <christine@guercilaw.com>
Cc: Gene Wong <gene@renoseedfund.com>

Subject: NBBGEI Funding Committee Approval - Cartwheel
Robotics

Good morning Scott & Samantha:

Congratulations, the Funding Committee of Nevada Battle Born Growth Escalator, Inc.

(NBBGEI) has approved the venture capital investment of $500,000 in Cartwheel
Robotics. This approval is subject to Cartwheel successfully completing the Legal/
Compliance process. Christine Guerci, Chief Legal/Compliance Officer will be reaching
out to you to begin this process.

Thank you for your timely response to our inquiries, it expedited the approval process.

Regards,

Kyle Ferguson
Chief Program Officer Venture Capital
Nevada Battle Born Growth Escalator, Inc.

Case 26-50278-hlb

Doc 99

808 W. Nye Lane
Carson City, NV 89703
775-813-0689

<image001.png>

Bob Christopher
ygobe07(3)cimail.com
510.816.0216

Entered 09/04/26 13:06:32

Page 67 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 68 of 103

Exhibit H — Craig Macy / Chris Myers Corporate Counsel Referral and Subsequent Characterization
April-May2025

Page 40 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 69 of 103

SUPPORTING TEXT EXHIBIT
Craig Macy - Corporate Counsel Referral, Conflict Context, and Later Characterization of Chris
Myers

April15-May14,2025
SELECTED TRANSCRIPTION FOR PRINT LEGIBILITY. This exhibit presents selected communications concerning Cartwheel's request
for a corporate-counsel referral, Craig Macy's recommendations, his contemporaneous reference to prior overlapping representation, and his
later characterization of Chris Myers after Cartwheel disengaged Holland & Hart. Unrelated intervening communications are omitted. Original
screenshots follow in chronological order. In the event of any discrepancy, the screenshots control.

SELECTED TEXT-MESSAGE TRANSCRIPTION
Tuesday, April 15, 2025 - 3:02 PM
Scott LaValley
Craig, Gene is planning to slap a term sheet in front of us next week (that he negotiated with himself) for the bridge that mirrors the
current terms, but adds additional protective provisions. Currently we don't have corporate counsel. I get the feeling Gene is
leveraging this along with knowing that we are strapped for cash to structure very favorable terms. Can you recommend a

corporate attorney that can jump in quickly and help?
Craig Macy
I'd suggest David Lewandowski at Fennemore Craig or Chris Meyer at Holland and Hart.

Craig Macy
There isn't anyone else in town that I'd be comfortable with.

Scott LaValley
Do you think Gene may already be engaged with them? It's important to me that we have different attorneys.

Craig Macy
They would be conflicted out - they can't do what we tried to do when everything was kumbaya

Cralg Macy
If he happened to engage either of them, he would have gone to David since he's cheaper

Craig Macy
Chris is better - will have a higher hourly

Tuesday, April 22, 2025
Craig Macy
David Lewandowski told me you connected with him. Good to hear.

Craig Macy
H&H is a better firm
Craig Macy
More connected all around

Craig Macy
But tends to be higher hourly - can't speak to Dave vs Chris -1 don't know their rates or billing practices

Craig Macy
Both would be good. Chris would be better. Larger firm. Deeper bench. He has more experience.

Craig Macy
But they're both gonna bill you normal legal fees, which is gonna be sticker shock compared to the past couple of years if you do
anything substantive.

Wednesday, May 7, 2025 -11:11 AM
Craig Macy
Maybe you could get here early and you two, me, and David Lewandowski could grab a beer.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 70 of 103

Craig Macy
Assuming all Is well with you and him
Craig Macy
Or better yet, we could have a 3 hour board meeting first

Craig Macy
Sorry, just remembered, you didn't go with Dave

Craig Macy
Went with Chris
Craig Macy
I like Chris, but he's interpersonally odd - last time I had beers with him, went down some rat hole talking about how he used to live
in a trailer park

Wednesday, May 14, 2025 - 10:53 AM
Craig Macy
Hey,I got a buddy in Texas asking me what the Reno firms up her are currently quoting for rates for corporate work. What's did
Chris quote you for his standard hourly, exclusive of any discounts? This is not confidential information, so you aren't in breach of

anything by telling me.
Scott LaValley
Sam, do you know? Craig, FYI, we disengaged this morning with Holland Hart.

Craig Macy
Not surprised. Chris is sorta crazy. But some folks like him.

Craig Macy
He's what I call a "sky Is falling" attorney - not really a deal maker.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 71 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The screenshots are reproduced without content alteration other than scaling to fit the page. Sequential screenshots may overlap to
preserve continuity.

Source screenshot 1 of 8

Craig Macy, Scott LaValley

Source screenshot 2 of 8

CraEg Macy, Scott LaVafley

I'd suggest David tewandowski at
Craig. Gene is planning to slap a term

Fennemore Craic| or Chris Meyer at

sheet in front of us next week (that
he negotiated with himself) for the

Holland and Hart.

bridge that mirrors the current terms,

httos'/Avww.fennemorelaw.com

but adds gdditiona) protective
provisions. Currently we don't have

corporate counsel.) get the feeling
Gene Es leveraging this along with
knowing that we are strapped for
cash to structure very favorable
terms. Can you recommend a
corporate attorney that can jump in

quickly and help?
httDS://VAW/.hoIlandhaft.com/crmvers

Cd suggest David lewandowski st
Fennemore Craig or Chris Meyer at

Holland and Hart

^

httntit/AwArwf^nn(lMrt?l^uy f*ruT>

© RCS message © ©

@ RCS message © ©

0
Source screenshot 3 of 8

<- V^ Cralg Macy, Scott LaValley

There isn't anyone else in town that

I'd be comfortable with,

<

Source screenshot 4 of 8

Cralg Macy, Scott LaValley

Uavid Lewandowski told (ne you
connected with him. Good to hear.

H&H is a better firm
Do you think Gene may already be
engaged with them? It's important to
me that we have different attorneys-

More connected oli around
But tenets to be higher hourly - can't
speak to Dave vs Chris -1 don't know

their rates or biifing practices
They would be conflicted out - they
can't do what we tried to do when
everything wss kumbaya
If he happened to engage either of
them, he would have gone to David
since he's cheaper
Chris is better - will have a higher
hourly

Both would be good. Chris would be
better* Larger firm. Deeper bench.
He has more experience.

But they're both gonna biil you
normal legs! fees, which is gonna be
sticker shock compared to the past
couple of years if l"*'i do anything
substar>ti\/e.

© RCS message © E3

® RCS message © @ 4'

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 72 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit I — Holland & Hart / Board Review Text Messages — May 7, 2025

Page 41 of 48

Page 73 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 74 of 103

Holland & Hart / Board Review Text Messages
May 7, 2025
TRANSCRIPTION FOR PRINT LEGIBILITY. The transcription below consolidates repeated overlap between sequential screenshots and
does not repeat a message solely because it appears in more than one screenshot. Original screenshots follow in chronological order and
are reproduced without content alteration other than scaling to fit the page. Sequential screenshots intentionally overlap to demonstrate
continuity. In the event of any discrepancy, the original screenshots control.

FULLTRANSCRIPTION
Wednesday, May 7, 2025 - 4:04 PM / 5:37 PM / 8:49 PM
Scott LaValley
Can we do a Board call with Chris (Holland and Hart) tomorrow morning at 9?
Gene Wong
Hi Scott:
What's the Agenda?
I am not used to attys at a board meeting.
Scott LaValley
He wants to explain and discuss what he found during his review of our corporate docs.
Bob Christopher
Replied to a message: Yes for me.
Gene Wong
Team:

Regrettably I cannot make a morning's board call tomorrow, I can join a board call at 4pm. Can Chris outline his key
findings and observations of the Corp docs -I'm an email beforehand?
Gene

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 75 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The transcript above is provided for readability. The scaled screenshots below preserve the original source sequence and intentional
overlap.

Source screenshot 1 of 3

Source screenshot 2 of 3

8;17 8 Rcftrin^S. T

Bob Christopher, Gene

Can we do a Board call

with Chris (Holland and
Hart) tomorrow

What's the Agenda?
I am not used to attys at a

mornina at 9?

board meeting,

W&d;wyJsy. My/ 7,10;5 • &37 Pt.t

eaxwin)

He wants to explain and

Hi Scott:

discuss what he found

What's the Agenda?

during his review of our

I am not used to attys at a

corporate docs.

board meeting.

He wants tor. 'lain and

discuss what i ie found
© RCS message © ©
0

<

Source screenshot 3 of 3

<- m^ Bob Christopher, Gene.
BobChristofrfwr

Replied to a message;
Yes for me,

Regrettably I cannot
nnake a morning's
board call tomorrow, I
can join a board call at
4pm. Can Chris outline (f?*)
his key findings and
observations of the
Corp docs-l'm an email
beforehand?

@ RCS message © 0 ||g

Replied to a 4- isage:

© RCS message © © ||||

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit J — Board Expansion Communications — July 21, 2025

Page 42 of 48

Page 76 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 77 of 103

Outlook

Re: board expansion
From GeneWong <gene@renoseedfund.com>

Date Mon 7/21,2025 11:54 AM
To Scott LaValley <scott.lavalley@cartwheelrobotics.com>
Cc Bob Christopher <ugobe07@gmail.com>; Samantha Conway <samantha.conway@cartwheelrobotics.com>

Hi Scott:
Thanks for your clear response. If you're tied up this Wednesday, we can very well meet as
originally planned next Monday at 2pm for our biweekly update.
As such, we don't need corporate counsel there-as we did not have Sam join us the last time.

There is no formal vote envisioned, just some discussion of what Cartwheel needs now.
I will be glad to get back to you in writing on items 3 and 4 above before our July 28th meeting.
Thank you,
Gene
On Mon, Jul 21, 2025 at 10:26AM Scott LaValley <scott.lavalley@cartwheelrobotics.com> wrote:
Hi Gene,

Thanks for your note and for highlighting the importance of discussing what Cartwheel needs to
raise the Seed round.

To ensure we're aligned and can plan accordingly:

1. Are you and Bob formally requesting a special board meeting this Wednesday,
ahead of our regularly scheduled meeting on Monday, July 28th? Please confirm either
way. For planning purposes, I want to flag that I have a prospective principal-level
candidate flying in to meet with me on Wednesday, so I will be unavailable for a board
meeting that day.
2. If this is indeed a request for a special board meeting, please circulate a formal
written request and agenda in advance, signed by the 2 requesting directors. We will
also need to ensure corporate counsel is present, and confirm their availability in
advance.

3. You mentioned that expanding the board isn't necessary to raise the Seed
round. I'd appreciate it if you could share your reasoning behind that view ahead of our
meeting.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 78 of 103

4. Likewise, if you could provide your thoughts on what you believe Cartwheel
needs in order to raise a successful Seed round, that would help ensure the board is
aligned and productive in discussion.

Please provide written responses to points 3 and 4 ahead of any meeting or call on this topic, so we
can ensure time is used productively and all viewpoints are appropriately considered.

Looking forward to your input.

Best, Scott

From: Gene Wong <gene@renoseedfund.com>

Sent: Sunday, July 20, 2025 3:08 PM
To: Scott LaValley <scott.lavalley(a)cartwheelroboti'cs.com>

Cc: Bob Christopher <ugobe07(cDgmail.com>; Samantha Conway
<samantha.conway@cartwheelroboti'cs.com>

Subject: Re: board expansion

Hi Scott:

Let's schedule a board meeting for this Wednesday, where we will discuss what Cartwheel needs
in order to raise a Seed Round, ok?
Cartwheel does not need to expand its board to raise its Seed Round. Please give us at least 2
hours Wednesday afternoon for our discussion.
We cannot schedule this meeting any sooner-as this week is quite busy for Bob and me. We
were planning to have the next board meeting with you-as you originally scheduled-on Monday,

July 28th.
Thank you,
Gene

On Fri, Jul 18, 2025 at 3:51 PM Scott LaValley <scott.lavalley@cartwheelrobotics.com> wrote:
Dear Board Members,
I'd like to formally propose expanding the size of our Board of Directors from three to five members

and moving quickly to fill the additional seats.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 79 of 103

As we prepare for a significant institutional raise, we need a board structure that reflects the scale and
ambition of the company. Increasing board capacity now gives us room to bring in individuals who can
actively support this next phase — particularly around fundraising, strategic positioning, and investor
engagement.

Institutional investors are already evaluating our governance. Taking this step now signals maturity,
momentum, and readiness to scale.
I propose we expand the board to five members and appoint Edward (Trey) Roski and Modar Alaoui to
the two new seats. I believe both bring unique value to the company's fundraising efforts and broader
strategy; and now is the right time to engage their support more formally.
If the board is supportive, I'll work with counsel to draft the necessary amendments and bring them for
a vote at the next special board meeting.

Happy to discuss further if helpful.
Best, Scott

CEO | Founder

SCOTT LAVALLEY ^
Cartwheel Robotics
Scott@cartwheel.co

(508)525-5726

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 80 of 103

Exhibit K — RSF / BBG Financing, Matching, and Diligence Text Messages — April-June 2025

Page 43 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 81 of 103

RSF / BBG Financing, Matching, and Diligence Text Messages
ApriH6-June11,2025
TRANSCRIPTION FOR PRINT LEGIBILITY. The transcription below consolidates repeated overlap between sequential screenshots and
does not repeat a message solely because it appears in more than one screenshot. Original screenshots follow in chronological order and
are reproduced without content alteration other than scaling to fit the page. Sequential screenshots intentionally overlap to demonstrate
continuity. In the event of any discrepancy, the original screenshots control.

FULLTRANSCRIPTION
Wednesday, April 16, 2025 - 5:15 PM
Scott LaValley
What are your thoughts on how we fund the company until that money is received? Can we get the $1 50K RSF money
that BBG will match later (now sounding like mid June) sooner?
Gene Wong
The answer is no. The RSF funds will be simultaneously matched with the BBG funds, that's the context of the term
sheet. We need to execute faster towards a walking prototype.
Gene Wong
Team:
Please send me a copy of the slide deck that you sent to Kyle today. I want to work behind the scenes with Karsten and
will need that deck.

Monday, April 21, 2025 - 8:30 PM / Tuesday, April 22, 2025 - 6:34 AM
Scott LaValley
Gene, can you please share an update on how your lunch meeting went today with Kyle Ferguson of BBG?
Gene Wong
It went well and we discussed many projects before BBG.
Scott LaValley
Can you provide specifics as it relates to Cartwheel? Kyle gave me the impression that this meeting was pivotal to
kicking off the process of them participating in this next raise.
Gene Wong
Scott:
That's incorrect. I invited Kyle to lunch to discuss other projects that he is evaluating. He is a long time friend and we
oftentimes compare notes.

As relates Cartwheel, BBG will match RSF Robotics I, and other bona fide investors as long as they are approved and
invest through an SPV or approved corporate vehicles.

Wednesday, May 14, 2025 - 5:35 PM / 6:57 PM
Scott LaValley
Gene, Modar is asking for an update. What do I tell him?
Has anyone fully committed? Do we have any funds wired into the SPV?
Gene Wong
We wilt cover our immediate needs. If Modar wants to particularly in the Bridge, he and his group needs to invest at least
$250k before May 31st.
RSF will have $250k invested before May 31st, matched by BBG.

Thursday, May 15, 2025 -11:22 AM

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 82 of 103

Gene Wong
Hi Scott:
In order to get the maximum BBG Match, all investors have to invest via our SPV: RSF Robotics I.
Our SPV has no carried interest so it's low cost.
Any investor's LP would not get the BBG match.

Friday, May 16, 2025 -1:27 PM
Scott LaValley
Gene, any word from Desert Forge and Dream Ventures?
FYI, Modar is waiting until RSF monies are wired and BBG fully commits before he commits and wires. He is asking
everyday for status.

Saturday, May 17, 2025 -1:29 PM
Gene Wong
Scott:
BBG would like invest up to $700k on a match. The only caveat is that all the funds have to be in an SPV where RSF LPs
are the lead investors: RSF Robotics I. They would take a 2nd lead investor but that 2nd would have to invest in RSF
Robotics 1, or RSF Robotics II.
I told BBG that I felt $500k is the most RSF could do and even then. We would need other investment to invest in
investors to invest in our RSF Robotics I.
I don't think that Dream Ventures will invest in our SPV, Desert Forge might, but that are currently capital constrained and
they are funding their $500k deals in small increments of $100k with their capital calls because they have not yet closed
their fund.
We could make a 2nd application of up to $700k (instead of $500k). But it will be difficult to come up with the private
investors all from RSIr. Of course we would have up to 90 days after May 23rd to match our funds.
If Todd Enerson (Bob Christopher) invested with his colleagues, up to $250k we could make progress: or even Zeon
Ventures.

But as of now, $700k would be a high hurdle to match.
NEW MESSAGE THREAD - Participants: Gene Wong, Jessica (Click Bio), and Samantha Conway

Wednesday, June 11,2025 - 6:12 AM
Gene Wong
Good morning Sam:
Let us work with you on both SAFE docs today. They both have to match the combined $450k match. The Schedule of
Investors has to match exactly what BBG is matching, no other unapproved investors.
Let's touch base at 10:30am, ok?
Gene

Wednesday, June 11,2025 - 9:40 AM
Samantha Conway
Not sure if my previous message went through (sent from my computer). I cant meet at 10:30, but can be free after 2:30.
Previous message:

Gene - per Craig's advise in the last round, we can't modify signed investment documents. Also, Rockbank (New Wave)
has already signed and wired their funds. Scott is talking to Trey/Modar today, and will find out if either is willing to invest
the additional $50K through the SPV. Can we meet later this afternoon so I have more information? I can be free after
2:30pm,

Gene Wong

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 83 of 103

Sam:
Both Rock Point's and a Modar's investments have nothing to do with BBG's match for RSF Robotics. You cannot
include their investments in the Schedule of Investments attached to the SAFE agreement. If you do, BBG will reject the
agreement and not match RSF's $450k.
Meet me at 10:30am or our wire will be delayed until later next week.
Gene
Samantha Conway
I just shifted my other meeting out. Talk to you at 10:30.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 84 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The transcript above is provided for readability. The scaled screenshots below preserve the original source sequence and intentional
overlap.

Source screenshot 1 of 14

Source screenshot 2 of 14
5:65 Qtetffiiw <&SD

4- ®§a Gene Wong, Scott LaValley

<- ^» Gene Wong. Scott LaValley

What are your thoughts on how
we fund the company until that
money is received? Can we get
the $150K RSF money that BBG
will match later (now sounding
like mid June) sooner?

The answer is no. The RSF
funds wi!l be simultaneously
matched with the BBG funds,
that's the context of the term
sheet. We need to execute
faster towards a walking
prototype.

^| (teneWOTQ

The answer is no. TheRSF
funds will be simultaneously
matched with the BBG funds,
that's the context of the term
sheet. We need to execute
faster towards a walking

Please send me a copy of the
slide deck that you sent to Kyle
today- I want to work behind the
scenes with Karsten and wil!
need that deck.

prototype.

©, RCS message © ©

Source screenshot 3 of 14

® RCS message © ©

Source screenshot 4 of 14

8^2) .8,|lBt»»»a;K •::::• • OllfVe

Bob Christopher. Oene

Bob Christoplrer, Gene.

for this to be raised as a
standard SAFE, at a 20%
discount, with no other
terms attached. That's the
deal I would like to shop
first.

ta/, Apr2i. 20;"> * 6;34 AM

Worttj

It went well and we
discussed many projects
before BBG.

MsiKJoy- /W 3f» %25 • 6 30 f>M

(f^ Snltl.V.Ay

Can you provide specifics
Gene, can you please share

as it relates to Cartwheel?

an update on how your

Kyle gave me the

lunch meeting went today

impression that this

with Kyle Ferguson of BBS?

meeting was pivotal to

rifjsday. Ap; 22.20% • ^;3-1 W

d&.irWoi)

next raise.

4-

It went well ali^ we
© RCS message © ©
0

kicking off the process of
them participating in this

<

^

© RCS message © 0 gig!

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 85 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Source screenshot 9 of 14

^- ^KL Bob Christopher. Gene

into the SPV. Will Dream and

Page 86 of 103

Source screenshot 10 of 14

^- a£&k Bob Christopher. Gene

I told BBG that I felt $500k is the

Desert Forge Invest through the

most RSF could do and even

SPV?

then. We would need other
investment to invest tn investors
to invest in our RSF Robotics I.

® <>!».«»«„

I don't think that Dream Ventures

Scott
BBG woufcf iike invest up to
$700k on a match. The only
caveat is that all the funds have
to be in an SPV where RSF LPs
are the lead investors: RSF
Robotics I. They would take a
2nd lead investor but that 2nd
would have to invest in RSF

will Invest in our SPV. Desert
Forge might, but that are
currentiy capital constrained and
they are funding their $500k
deals in small increments of
$100k with their capital calls
because they have not yet
closed their fund.

Robotics 1, or RSF Robotics II.

We could make a 2nd application

I told BBG that I '"It $500k is the

$500k). But it w!" be difficult to

most RSF couk '*' and even

come up with i ^ private

of up to $700k (instead of

[© RCS message © ©

Source screenshot 11 of 14

® RCS message © @ IBjrJ

Source screenshot 12 of 14

Gene Wong, Jessica (Clic.

<- ^^ Bob Christopher, Gene

We cpytd make a 2nd appllcatiqn
ofupto$700k (instead of
$5POI<), But it will be difficult to
come up with the private
investors all from RSF, Of course

Good morning Sam;

we would have up to 90 days

Let us work with you on both

after Mav 23rd to match our

SAFE docs today. They both
have to match the combined
$450k match. The Schedule of

funds.

IfTodd Enerson (Bob

Investors has to match exactly

Christopher) Invested with his

what BBG is matching, no

colleagues, upto$260kwe

other unapproved investors.

cpylci make prooress: or even
Zeon Ventures.
But as of now, $700k would be a

Let's touch base at 10:30ain,

ok?
Gene

hiohhyrdle to match.
ttay,M3yt7,2()35.10:?tt;M

i?lii^ill^jBli^^Si^9ffiiil^l

gl]jgB8if||(sS(gy~<!TOgE5gipiK||)jij]

ls^n^^^..^...^Nilt!^n]^!f<^e

© RCS message @ ©
Ill 0

® RCS message © 0 ti>

Case 26-50278-hlb

Doc 99

Source screenshot 13 of 14

Entered 09/04/26 13:06:32

Page 87 of 103

Source screenshot 14 of 14

^- ^hk Gene Wong, Jessfca (CtEc

Oene Wong. Jessica (die.
i^ffleeiEjsrtCF^nis.aneroROn so.t ttav^;

:n)a?,!n(emafi(»Mcaribfefi»eaft9K
mooaii

I^^^SIHII^iiiil^^illliill
ii^^ii^iii^^^^^B^ii®

ySSSteiSSSSSSSBSSSSSXStSSi

int's and a Modar's

investments have nothing to do with

ffiUSBHBBJBB

BBG's match for RSF Robotics. You

m^s^i^iii^as^iimi^

cannot include their investments in

WiSSSSsSBBISSSSiSSSSSSSSeS

attached to the SAFE agreement. If
you do, BBG will reject the

iMBBSfiBBSfiSBIISBIV

BiSxHgijiHtBUaSKSBIKitffil
l|g|^yi^l^^l^l^l|Q||^^H^

VSSSSSSSSiSSSSSiiSSSSBSQ

the Schedule of investments

agreement and not match RSF's

S450k.

afi^^ii^^^i^SBi^iiiii^yii

Meet me at 10:30am or our wire will

SSSSSSSS'SSSQXSSSSSisS'tSSK
S&iSSSsBiSSSsSSS'SsiSiSSSS

Gene

BSBMSBEISfiiBMBHBSSBSIB
asoBna

,©RCS message © Q

be delayed until later next week.

|)»]K|ijif(^Hi®K|Ri|jggtn:g(it(
Ifallt'tnEyouatSloiaQ.

© RCS message

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit L — Runway / Investor Messaging Text Messages — May 9, 2025

Page 44 of 48

Page 88 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 89 of 103

Runway / Investor Messaging Text Messages
May 9, 2025
TRANSCRIPTION FOR PRINT LEGIBILITY. The transcription below consolidates repeated overlap between sequential screenshots and
does not repeat a message solely because it appears in more than one screenshot. Original screenshots follow in chronological order and
are reproduced without content alteration other than scaling to fit the page. Sequential screenshots intentionally overlap to demonstrate
continuity. In the event of any discrepancy, the original screenshots control.

FULL TRANSCRIPTION
Friday, May 9, 2025 - 7:58 AM
Gene Wong
Good morning Scott:
Many of the attendees today may have heard the Cartwheel story from last Summer.
1. Therefore since many of your slides are new (Yogi and home market), you should present your new slide deck.
2. Runway:

Since you don't want to spook the investors, if anyone asks you how much CASH (runway) do you have I would suggest
the following:
"Cartwheel has 3 months runway and the current bridge round will give the company sufficient cash to get the company
to the end of the year when the Seed Round closes.
The Seed Round will enable the company to generate revenue in entertainment and service industries, and position the
Company to make inroads into the Yogi friendly home companion, OK?"
Gene

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 90 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - four screenshots per page
The transcript above is provided for readability. The scaled screenshots below preserve the original source sequence and intentional
overlap.

Source screenshot 1 of 3

<- ^^ Bob Christopher, Ge

Source screenshot 2 of 3

Bob Christopher. Gene

2.Runway:

Since you don't want to
Good morning Scott

spook the investor s, if

Many of the attendees

anyone asks you how much

today may have heard the

CASH (runway) do you have

Cartwheel story from last

I would suggest the

Summer.

following:

1. Therefore since many of

"Cartwheel has 3 months

your slides are new (Yogi

runway and the current

and home market), you

bridge round will give the

should present your new

company sufficient cash to

slide deck.

get the company to the end
of the year when the Seed

2.Runway:

Round closes.

Since you dc 4- Mant to

® RCS message © © Si

Source screenshot 3 of 3

<- M^ Bob Christopher, Gene

get the company to the end
of the year when the Seed
Round closes.

The Seed Round will enable
the company to generate
revenue in entertainment

and service industries, and
position the Company to
make inroads into the Yogi
friendly home companion,

OK?

® RCS message © 6)

® RCS message © S3

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit M — October 3, 2025 Investor Update

Page 45 of 48

Page 91 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 92 of 103

Scott La Valley

To:

Scott LaValley
Friday, October 3, 2025 3:55 PM
Scott LaValley

Cc:

Samantha Conway

Subject:

September Cartwheel Investor Update

Attachments:

2025.09.30 September Investor Update.pdf

Follow Up Flag:

Follow up
Flagged

From:

Sent:

Flag Status:

Dear Investor,

-^

I'm excited to share our September 2025 Investor Update (attached). In it, you'll find details on the remarkable
progress we've made with Yogi, including advancements in our Al-driven motion pipelines, new research and
healthcare partnerships, media coverage, and our operational expansion into Reno.

We are reopening our Bridge SAFE to fully fund key milestones, including:
• Debuting a whole-body walking version of Yogi at the Humanoid Summit (Mountain View, Dec 2025)
• Showcasing Yogi at Amazon's exclusive MARS event (March 2026)
• Strengthening our position to secure a strong Seed lead investor

Raising the Bridge now is critical to maintaining momentum and protecting the value of the company and your
investment. Commitments are requested by October 15, 2025, and I'd be glad to walk you through our progress or
answer any questions — please let me know if you'd like to schedule a call,
Thank you, as always, for your continued support. With your help, Yogi is on track to become a humanoid platform
that people will truly want and need.
Best regards,

Scott LaValley
CEO, Cartwheel Robotics

CEO | Founder

SCOTT LAVALLE

Case 26-50278-hlb

^

Doc 99

Entered 09/04/26 13:06:32

CARTWHEEL

Page 93 of 103

September 30. 2025

Investor Update - September 2025
We're rapidly advancing toward a full-body humanoid platform and re-opening our Bridge SAFE to maintain
momentum toward the Seed round. We had an initial lead investor lined up for the Seed, but they changed
position, and raising the Bridge now is critical to maintaining our progress—and, more importantly, protecting the
value of the company and your investment. A delay or reduction in funding could force us to scale back
operations, weakening our position as we approach key milestones.
Progress to Date
Total raised to date: $3M. In a very short period, we've built a full-stack proprietary walking humanoid platform,
Yogi, featuring custom hardware, Al models, motion pipelines, and software:
Functional upper body with arms demonstrating text-to-motion from retargeted human data.
Motion Language Model (MLM) diffusion-based generativeAI produces fluid, contextually accurate
movements from voice or text on hardware.
Walking pipeline combining classical controls with our Reinforcement Learning (RL) policies; we've trained
over 100 in-house policies, achieving remarkable results.
Al models are improving overall hardware performance, while efforts to reduce the sim-to-real gap continue to
enhance outcomes.

Operational expansion: Moving operations into Reno, NV. The Oddie facility is under construction and
expected to be completed by January 2026, enabling scaled development and demos.
NVIDIA Inception program acceptance, providing early access to NVIDIA technology, development support,

and visibility in front of top Al and robotics investors.
Invited by the Head of Robotics at Google DeepMind to become a development partner.

Progress videos: htips:/7www,dropbox.com/scl/fo/Ox7nOusar5zznbmmi2ino4/AL XQA1 GunMZIvXGADIP6k?rike.y.=Qvrhk8o6fskh2cirsuoed94wnz&st=me4ilebf&dl=0
Market Traction & Media Coverage

• Ongoing discussions with the COO and Pediatric Chair of Mayo Clinic regarding a healthcare version of Yogi
for pediatric therapy and neuro-rehab.
• Letter of interest received from the University of Waterloo and UT El Paso; additional research groups are
engaging, including Cornell. Yogi is gaining traction as a research platform while alternatives from China are
being restricted.

• Featured in leading tech publications including IEEE Spectrum and The Register, and upcoming coverage by
Brian Heater, ex-TechCrunch, in his Automate newsletter, further highlighting Yogi's innovation and growing
visibility in the robotics space.
• A recent Linkedln post on Yogi garnered 1,500+ reactions and 65,000+ impressions; the top demographic
reached were professionals from Amazon, Tesla, Apple, NVIDIA, and Meta.
• Principal Scientist at Amazon messaged saying, ",,.just want to say very very impressed by the video. Keep
up the awesome work!"

1

Case 26-50278-hlb

^

Doc 99

Entered 09/04/26 13:06:32

CARTWHEEL

Page 94 of 103

September 30, 2025

Investor Validation
Soft-circled names for Seed include Advantage Capital, RA Capital, Khosla Ventures, Zeon Ventures, Battle Born
Growth, Samsung Next, and more.
Series-AVC Feedback:
• First Round Capital: "We are so impressed with you and the team that you've put together, and we agree with
you that there is a real gap in the market to be filled for a humanoid robotics company that is approachable
and friendly."

• Leitmotif Ventures (Volkswagen): "We really liked the novelty of how you are approaching robotics, specifically
in how to bring them into more human-friendly environments and the strong focus on emotional intelligence
and human-machine interaction. Also, we were super impressed by the team you've already put together to
make Cartwheel a reality."
• Sequoia Capital: "...intrigued by your vision and progress to date, and love the thoughtfulness and depth of
y your knowledge... I'm thrilled we had a chance to meet now to start to build the relationship, and would love
to reconnect at your next round. Will be cheering you on from the sidelines in the meantime."
• Sony Ventures: "...too early for us. I'm excited about what you guys are doing, so please keep me updated on
your future developments and fund raises."

Bridge to Seed Opportunity
To maintain momentum and ensure uninterrupted progress, we are reopening the Bridge SAFE.
Why now: Raising the Bridge is critical to continue development, deliver key demonstrations, and protect the
company's value and your investment.

This bridge will allow us to:
• Maintain momentum and continue full-stack development

• Deliver a whole-body walking version of Yogi at the Humanoid Summit (Mountain View, December 2025)
• Showcase Yogi at Amazon's exclusive MARS event (March 2026)
• Strengthen our position for securing a Seed lead
Despite the shift from the initial lead, significant interest remains from top-tier investors and strategies. This Bridge

provides an opportunity to participate ahead of the Seed round at a 20% discount.
Timeline: Commitments must be received by October 15, 2025. If you are interested in participating or discussing
the Bridge, please reach out as soon as possible.

Use of Funds: The Bridge will primarily fund engineering, hardware builds, and critical demonstrations that directly
de-risk and accelerate the Seed round. Filling the round fully ensures we can execute all planned milestones and
maintain momentum through key demonstrations.
Next Steps: I'm happy to schedule a brief call to review progress, discuss the Bridge, or answer any questions,

Thank you for your continued support—hardware is hard, but with your help through this Bridge, Yogi is on track
to become a product people will want and need,
Best,

6^
CEO, Cartwheel Robotics

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 95 of 103

Exhibit N — Gene Wong / Scott LaValley Meeting and Lunch Scheduling — November 15, 2025

Page 46 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 96 of 103

Meeting / Lunch Scheduling Messages with Gene Wong
November 15, 2025
TRANSCRIPTION FOR PRINT LEGIBILITY. The transcriptlon below reproduces the messages visible in the attached screenshots and
consolidates overlap between sequential screenshots. A message is not repeated merely because it appears In more than one screenshot.
Original screenshots follow in chronological order and are reproduced without content alteration other than scaling to fit the page. In the
event of any discrepancy, the original screenshots control. This exhibit does not establish the absence of communications through email,
counsel, telephone, or other channels. The first message in this sequence spans overlapping screenshots; the transcription combines only
the visible continuation.

FULLTRANSCRIPTION
Saturday, November 15, 2025 - 6:06 PM
Scott LaValley
Hi Gene, thanks for the update. Happy to meet in Reno and discuss, are you available to meet tomorrow or Monday
afternoon.

Gene Wong
Scott:
Glad to hear from you.
I regrettably have a full plate this week, as we tackle key issues with our portfolio cos before Thanksgiving.
Can we meet this Thursday or Friday for lunch in Reno?
Gene

Scott LaValley
Yes. Let's meet at Wild River Grille on Thursday at noon. I'll make reservations.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 97 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - up to four screenshots per page
Sequential screenshots may intentionally overlap to demonstrate continuity. Unrelated partial messages may appear at the edges of a
screenshot where necessary to preserve the original source image.

Source screenshot 1 of 3

Source screenshot 2 of 3

Gene Wong, Scott LaValley

<~ ^^ Gene Wong, Scott LaVailey

recognizes the

you available to meet

importance of corporate

tomorrow or Monday

collaboration. Met him

afternoon.

for the first time
yesterday.
Hope you're well and that

Scott:

we can meet soon to

Glad to hear from you.

discuss a path forward.

I regrettably have a full

Gene

plate this week, as we

tackle key issues with our
portfolio cos before
Thanksgiving.
Hi Gene, thanks for the

Can we meet this

update. Happy to meet in

Thursday or Friday for

Reno and discuss, are

lunch in Reno?

you available to meet
© RCS messa... © 13

Source screenshot 3 of 3

<- wj^ Gene Wong, Scott LaValley

I regrettably have a full
plate this week, as we
tackle key issues with our
portfolio cos before
Thanksgiving,
Can we meet this

Thursday or Friday for
lunch in Reno?

Y^s. Let's meet at Wild

River Grille on Thursday
at noon. I'll make
reservations.

©RCSmessa... © E)

® RCSmessa... © @

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 98 of 103

Exhibit 0 — Emergency Board Meeting Text Messages with Modar Alaoui — December 3-4, 2025

Page 47 of 48

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 99 of 103

Emergency Board Meeting Messages with Modar Alaoui
December 3-4, 2025
TRANSCRIPTION FOR PRINT LEGIBILITt'. The transcription below reproduces the messages visible in the attached screenshots and
consolidates overlap between sequential screenshots. A message Is not repeated merely because it appears in more than one screenshot.
Original screenshots follow in chronological order and are reproduced without content alteration other than scaling to fit the page. In the
event of any discrepancy, the original screenshots control. This exhibit does not establish the absence of communications through email,
counsel, telephone, or other channels.

FULLTRANSCRIPTION
Wednesday, Decembers, 2025 -1:48 PM
Scott LaValley
Modar, are you available today for an emergency board meeting?

Thursday, December 4, 2025 - 5:27 PM
Scott LaValley
Modar, will you be able to participate in an emergency board meeting in the coming days. Need you present to meet
quorum.

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 100 of 103

ORIGINAL SOURCE SCREENSHOTS
Chronological order - up to four screenshots per page
Sequential screenshots may intentionally overlap to demonstrate continuity. Unrelated partial messages may appear at the edges of a
screenshot where necessary to preserve the original source image.

Source screenshot 1 of 1

Modar Alaoui, Scott LaVal.

Modar, are you available
today for an emergency

board meeting?

Modar, will you be able to
participate in an
emergency board

meeting in the coming
days. Need you present
to meet quorum,

© RCSmessa... © 6)

0 <

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Exhibit P — Battle Born Venture Lead Investor Requirements — May 2023

Page 48 of 48

Page 101 of 103

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 102 of 103

BORN

Venture
Battle Born Venture | Lead Investor Requirements
1. The Lead Investor ("Lead") must be making or have made a meaningful
investment in the round from their own funds. Those funds should be readily
demonstrable and/or readily available. Ideally, the Lead should be the
largest investor in the round. Regardless, in the subject round, it should
contribute, from its own funds, an amount equal to or more than Battle Born
Venture (BBV).
2. Investment must be made through a single investment vehicle, such as a
fund or SPV and proof of registration thereof provided to BBV. A 401 k, trust
or other personal vehicle is not acceptable
3. Lead must have at least five years of investment experience, and - if
applicable - should share its IRR record
4. No one Lead may represent or be involved with more than $3.6m ofSSBCI
funds, calculated based on all entities that an investor controls, influences or
has invested in.

5. BBV invests only once in a round, where a round is defined as a situation
where a group of at least two investors make an investment on the same or
very similar terms within a short (under six month) period
6. There will be a minimum of three months between BBV investments in any
given startup
7. Lead shall only interact with Nevada Battle Born Growth Escalator, Inc.
and/or the Program Manager - NV GOED, and shall not, either directly or
through any third party, seek to influence BBV's established investment
review process

8. If a Lead has been in a prior co- investment with BBV, the Lead must have
fulfilled all obligations to BBV's satisfaction, such as funding an investment
agreement and/or providing accurate due diligence material.
9. Lead must share accurate and up to date due diligence material with BBV
that satisfies BBV's due diligence requirements, as listed in BBV's due
diligence checklist. This due diligence includes providing proof that the

Dated: May 2023

Case 26-50278-hlb

Doc 99

Entered 09/04/26 13:06:32

Page 103 of 103

Pl BATTLE

N Venture
Lead's funds are in place for immediate transfer at deal close, for instance, by
providing to BBV bank or escrow account statement
10. Lead cannot invest on more favorable terms to BBV or other investors in the
same round, e.g. more favorable valuation, being able to withdraw funds
sooner than other investors etc.

11. Where lead takes a board seat, whether voting or not, BBV will have at least a
board advisor position.

Dated: May 2023

Case 26-50278-hlb

Doc 100

Entered 09/04/26 13:11:03

Page 1 of 2

NOTICE OF HEARING ON PENDING RULE
2004 MOTIONS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re:

CARTWHEEL ROBOTICS, INC.,
Debtor.
Case No. 26-50278-HLB

Chapter 7

NOTICE OF HEARING ON PENDING RULE 2004 MOTIONS
ECF NOS. 63 AND 90, AS SUPPLEMENTED BY ECF NOS. 88, 97, AND 99
PLEASE TAKE NOTICE that a hearing will be held before the Honorable Hilary L. Barnes,
United States Bankruptcy Judge, as follows:
Date: Tuesday, October 6, 2026
Time: 1:30 p.m.

Telephonic Appearance: (833) 435-1820
Meeting ID: 1605320260
Passcode: 643758#
The hearing concerns the pending requests for examination under Federal Rule of Bankruptcy

Procedure 2004 reflected in ECF Nos. 63 and 90, as supplemented by ECF Nos. 88, 97,and
99.

Case 26-50278-hlb

Doc 100

Entered 09/04/26 13:11:03

Page 2 of 2

The movants request that the Court determine the permissible scope and procedure for the
pending Rule 2004 examinations and related discovery consistent with Fed. R. Bankr. P. 2004,
Fed. R. Bankr. P. 9016, Fed. R. Civ. P. 45, and Nevada Local Bankruptcy Rule 2004.

Any opposition to the requested relief must be filed and served no later than September 22,
2026, in accordance with LR 9014(d), unless otherwise ordered by the Court.
If you object to the relief requested, you must file a WRITTEN response to this pleading with the
court. You must also serve your written response on the person who sent you this notice.
If you do not file a written response with the court, or if you do not serve your written response
on the person who sent you this notice, then:
• The court may refuse to allow you to speak at the scheduled hearing; and

• The court may rule against you without formally calling the matter at the hearing.
Individuals representing themselves are not exempt from this requirement.

Scott LaValley and Samantha Conway each consent to the entry of final orders by the
bankruptcy judge with respect to the Rule 2004 relief requested in their respective motions.
DATED: September 4, 2026.
Respectfully submitted,

^^\ ^^\
Scott LaValley, Pro Se
Creditor and Party in Interest
508.525.5726
lavalley.scott@gmail.com

Samantha Conway, Pro Se

Creditor and Party in Interest

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 1 of 10

Scott LaValley, Pro Se
5586 Rivers Edge Dr.
Fallon, NV 89406
Telephone: 508-525-5726
Email: lavalley.scott@gmail.com
Creditor and Party in Interest

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
Case No. BK-S-26-50278-HLB

In re:

Chapter 7

CARTWHEEL ROBOTICS, INC.,
Debtor.

NOTICE OF SUBPOENA PURSUANT TO
FEDERAL RULE OF BANKRUPTCY
PROCEDURE 9016, FEDERAL RULE OF
CIVIL PROCEDURE 45, AND LOCAL

RULE 9016(b) ON EUGENE WONG
Date of Hearing: N/A
Time of Hearing: N/A
Judge: Honorable Hilary L. Bames

PLEASE TAKE NOTICE that a Subpoena issued pursuant to Federal Rule of Bankruptcy
Procedure 9016, Federal Rule of Civil Procedure 45, and Local Rule 9016(b) will be served on Eugene
Wong demanding the production of certain documents (the "Subpoena"). The documents must be
produced on or before October 2, 2026, at 5:00 p.m.
Attached hereto and marked as Exhibit "1" is a true and correct copy of the Subpoena.

Dated this 17th day of September, 2026.

X_LZVL->_

Scott LaValley, Pro Se
5586 Rivers Edge Dr.
Fallon, NV 89406
Telephone: 508-525-5726
Email: lavalley.scott@gmail.com
Creditor and Party in Interest

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 2 of 10

CERTIFICATE OF SERVICE
I hereby certify that on the 17th day of September, 2026,1 caused to be served a true and correct

copy of NOTICE OF SUBPOENA PURSUANT TO FEDERAL RULE OF BANKRUPTCY
PROCEDURE 9016, FEDERAL RULE OF CIVIL PROCEDURE 45, AND LOCAL RULE 9016(b)
ON EUGENE WONG in the following manner:
IS (ECF System) By electronically filing a copy of the above-referenced document with the Clerk of
the Court for the United States Bankruptcy Court for the District of Nevada via the ECF System.
The ECF Confirmation Sheet provides that the following parties were served with the
above-referenced document:

SALLIE B ARMSTRONG on behalf of Petitioning Creditor NEVADA BATTLE BORN GROWTH
ESCALATOR, INC.
saiTnstrong@mcdonaldcarano.com, mhale@mcdonaldcarano.com

SALLIE B ARMSTRONG on behalf of Petitioning Creditor RSF ROBOTICS I, A SERIES OF RSF

MASTER LLC
sannstrong@mcdonaldcarano.com, mhale@mcdonaldcarano.com

SALLIE B ARMSTRONG on behalf of Petitioning Creditor WONG FAMILY REVOCABLE TRUST
sannstrong@mcdonaldcarano.com, mhale@mcdoualdcarano.com

JACOB L. HOUMAND on behalf of Trustee BRADLEY G. SIMS
jhoumand@houmandlaw.com, bsims@houmandlaw.com; 2082209420@filings.docketbird.com

BRADLEY G. SIMS
trustee@trusteesims.com, bgs@trustesolutions.net

BRADLEY G. SIMS on behalf of Trustee BRADLEY G. SIMS
trustee@trusteesims.com, bgs@trustesolutions.net
U.S. TRUSTEE - RN - 7
USTPRegionl7.RE.ECF@usdoj.gov
I declare under penalty of perjury of the laws of the United States that the foregoing is true and correct.

Dated this 17th day of September, 2026.

c

i.^

Scott La Valley, Pro Se
5586 Rivers Edge Dr.

Fallen, NV 89406
Telephone: 508-525-5726
Email: lavalley. scott@gmail. corn
Creditor and Party in Interest

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 3 of 10

EXHIBIT "1"

Clerk-signed B2570 Subpoena to Produce Documents, Information, or Objects, together with Exhibit A.

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 4 of 10

B2570 (Fonn2570- Subpoena to Produce Documents, Infonnation, or Objects or To Pennit Inspection in a Bankruptcy Case or Adversary Proceeding) (12/15)

UNITED STATES BANKRUPTCY COURT
District of Nevada
In re Cartwheel Robotics, Inc.
Debtor

Case No. BK-S-26-50278-HLB
(Complete if issued in an adversaiy proceeding)

Plaintiff

^•7_

J^>

V.

Adv. Proc. No.

Defendant

SUBPOENA TO PRODUCE DOCUMENTS, INFORMATION, OR OBJECTS OR TO PERMIT

mSPECTION OF PREMISES IN A BANKRUPTCY CASE (OR ADVERSARY PROCEEDING)
To: Eugene Wonci
(Name of person to whom the subpoena is directed)

[•J Production: YOU ARE COMMANDED to produce at the time, date, and place set forth below the following
documents, electronically stored information, or objects, and to permit inspection, copying, testing, or sampling of the
material: The documents, electronically stored information, and other materials described in Exhibit A attached hereto.

PLACE 5586 Rivers Edge Dr., Fallon, NV 89406

DATE AND TIME

Electronic production permitted: lavalley.scott@gmail.com

October 2, 2026 at 5:00 p.m.

D Inspection of Premises: YOU ARE COMMANDED to permit entry onto the designated premises, land, or
other property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party
may inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.

PLACE

DATE AND TIME

The following provisions of Fed. R. Civ. P. 45, made applicable in bankruptcy cases by Fed. R. Bankr. P. 9016, are

attached - Rule 45(c), relating to the place of compliance; Rule 45(d), relatmg to your protection as a person subject to a
subpoena; and Rule 45(e) and 45(g), relating to your duty to respond to this subpoena and the potential consequences of not
doing so.

Date: ^jl^l^
CLERK OF COURT

)WK^
of Clerk or Deputy Clerk

OR
Attorney 's signature

The name, address, email address, and telephone number of the attorney representing (name of party)
Scott LaValley, Pro Se _ , who issues or requests this subpoena, are:

5586 Rivers Edge Dr., Fallen, NV 89406 / 508.525.5726 / lavalley.scott@gmail.com
Notice to the person who issues or requests this subpoena
If this subpoena commands the production of documents, electronically stored information, or tangible things, or the
inspection of premises before trial, a notice and a copy of this subpoena must be served on each party before it is served on
the person to whom it is directed. Fed. R. Civ. P. 45(a)(4).

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 5 of 10

B2570 (Fonn 2570 - Subpoena to Produce Documents, Information, or Objects or To Permit Inspection in a Bankniptcy Case or Adversary Proceeding) (Page 2)

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 45.)
I received this subpoena for (name of individual and title, if any);
on (date)
I11 served the subpoena by delivering a copy to the named person as follows:

on (date) _ ; or
I returned the subpoena unexecuted because:

Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also tendered to the
witness the fees for one day's attendance, and the mileage allowed by law, in the amount of $
My fees are $ _ for travel and $_ for services, for a total of $

I declare under penalty of perjury that this information is tme and correct.
Date:
Server 's signature

Printed name and title

Server 's address

Additional information concerning attempted service, etc.:

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 6 of 10

B2570 (Form 2570 - Subpoena to Produce Documents, Information, or Objects or To Permit Inspection in a Bankruptcy Case or Adversary Proceeding) (Page 3)

Federal Rule of Civil Procedure 45(c), (d), (e), and (g) (Effective 12/1/13)
(made applicable in bankruptcy cases by Rule 9016, Federal Rules of Bankruptcy Procedure)
(ii) disclosing an unretained expert's opinion or information that does

(c) Place of compliance.

not describe specific occurrences in dispute and results from the expert's
(I) For a Trial, Hearing, or Deposition. A subpoena may command a
person to attend a trial, hearing, or deposition only as follows:

(A) within 100 miles of where the person resides, is employed, or
regularly transacts business in person; or

(B) within the state where the person resides, is employed, or regularly
transacts business in person, if the person

(i) is a party or a party's officer; or
(ii) is commanded to attend a trial and would not incur substantial
expense.

study that was not requested by a party.
(C) Specifying Conditions as an Alternative. In the circumstances

described in Rule 45(d)(3)(B), the court may, instead of quashing or
modifying a subpoena, order appearance or production under specified

conditions if the serving party:
(i) shows a substantial need for the testimony or material that cannot
be otherwise met without undue hardship; and
(ii) ensures that the subpoenaed person will be reasonably
compensated.

(2) For Other Discovery. A subpoena may command:

(e) Duties in Responding to a Subpoena.

(A) production of documents, or electronically stored information, or

things at a place within 100 miles of where the person resides, is employed,
or regularly transacts business in person; and
(B) inspection of premises, at the premises to be inspected.

(d) Protecting a Person Subject to a Subpoena; Enforcement.
(I) Avoiding Undue Burden or Expense; Sanctions. A party or
attorney responsible for issuing and serving a subpoena must take
reasonable steps to avoid imposing undue burden or expense on a person
subject to the subpoena. The court for the district where compliance is
required must enforce this duty and impose an appropriate sanction —
which may include lost earnings and reasonable attorney's fees — on a
party or attorney who fails to comply.

(1) Producing Documents or Electronically Stored Information. These
procedures apply to producing documents or electronically stored
information:
(A) Documents. A person responding to a subpoena to produce
documents must produce them as tliey are kept in tlie ordinary course of
business or must organize and label them to correspond to the categories in
the demand.

(B) Form for Producing Electronically Stored Information Not
Specified. If a subpoena does not specify a form for producing
electronically stored information, the person responding must produce it in
a form or forms in which it is ordinarily maintained or in a reasonably
usable form or forms.

(C) Electronically Stored Information Produced in Only One Form. The

(2) Command to Produce Materials or Permit Inspection.
(A) Appearance Not Required. A person commanded to produce
documents, electronically stored information, or tangible things, or to
permit the inspection of premises, need not appear in person at the place of
production or inspection unless also commanded to appear for a deposition,
hearing, or trial.

(B) Objections. A person commanded to produce documents or tangible
things or to permit inspection may serve on the party or attorney designated
in the subpoena a written objection to inspecting, copying, testing or
sampling any or all of the materials or to inspecting the premises — or to
producing electronically stored information in the form or forms requested.

The objection must be served before the earlier of the time specified for
compliance or 14 days after the subpoena is served. If an objection is made,

the following rules apply:
(i) At any time, on notice to the commanded person, the serving party
may move the court for the district where compliance is required for an
order compelling production or inspection.

(ii) These acts may be required only as directed in the order, and (lie
order must protect a person who is neither a party nor a party's officer from
significant expense resulting from compliance.

(3) Quashing or Modifying a Subpoena.
(A) When Required. On timely motion, tlie court for tlie district where
compliance is required must quash or modify a subpoena tliat:

(i) fails to allow a reasonable time to comply;
(ii) requires a person to comply beyond tlie geographical limits
specified in Rule 45(c);
(iii) requires disclosure of privileged or otlier protected matter, if no
exception or waiver applies; or
(iv) subjects a person to undue burden.

(B) When Permitted. To protect a person subject to or affected by a
subpoena, the court for tlie district where compliance is required may,on
motion, quash or modify the subpoena if it requires:
(i) disclosing a trade secret or other confidential research,
development, or commercial information; or

person responding need not produce the same electronically stored
information in more than one form.

(D) Inaccessible EieclronicaHy Stored Information. The person
responding need not provide discovery of electronically stored information
from sources that the person identifies as not reasonably accessible because
of undue burden or cost. On motion to compel discovery or for a protective
order, the person responding must show that the information is not
reasonably accessible because of undue burden or cost. If that showing is
made, the court may nonetheless order discovery from such sources if the

requesting party shows good cause, considering the limitations of Rule
26(b)(2)(C). The court may specify conditions for the discovery.
(2) Claiming Privilege or Protection.
(A) In 'formation Withheld. A person withholding subpoenaed
information under a claim that it is privileged or subject to protection as
trial-preparation material must:

(i) expressly make the claim; and
(ii) describe the nature of the withheld documents, communications,

or tangible things in a manner that, without revealing information itself
privileged or protected, will enable tlie parties to assess the claim.

(B) Information Produced. If information produced in response to a
subpoena is subject to a claim of privilege or of protection as trial-

preparation material, the person making the claim may notify any party tliat
received tlie information of the claim and the basis for it. After being
notified, a party must promptly return, sequester, or destroy the specified
information and any copies it has; must not use or disclose the information
until (lie claim is resolved; must take reasonable steps to retrieve the

information if the party disclosed it before being notified; and may
promptly present the information under seal to the court for the district
where compliance is required for a determination of the claim. Tlie person
who produced the information must preserve the information until the claim
is resolved.
(g) Contempt. The court for the district where compliance is required - and
also, after a motion is transferred, the issuing court - may hold in contempt
a person who, having been served, fails witliout adequate excuse to obey
the subpoena or an order related to it.

For access to subpoena materials, see Fed. R. Civ. P. 45(a) Committee Note (2013)

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 7 of 10

EXHIBIT "A"
DEFINITIONS AND INSTRUCTIONS
A. "Document" or "Documents" is intended to be as broad as the term is used in Federal Rule of Civil
Procedure 34 and includes originals, non-identical copies, drafts, emails, text messages, instant
messages, attachments, letters, memoranda, notes, minutes, contracts, agreements, term sheets, board
materials, financial records, spreadsheets, presentations, recordings, calendar entries, cloud-stored
materials, and other written, recorded, digital, or graphic matter.
B. "Communication" means any transmission of information by any means, including email, text message,
instant message, telephone call, voicemail, letter, memorandum, meeting, video conference, direct
message, or other written, oral, or electronic exchange.
C. "Relating to" and "concerning" mean referring to, reflecting, describing, discussing, mentioning,
evidencing, constituting, supporting, contradicting, or otherwise bearing upon the subject identified.
D. "Cartwheel" or "Debtor" means Cartwheel Robotics, Inc., the debtor in Case No. BK-S-26-50278-HLB.
E. "You" or "Your" means Eugene Wong individually, including responsive Documents held or maintained

by You in any capacity in which You acted for a Gene/RSF Entity.
F. "RSF Entities" means RSF Robotics I, a Series of RSF Master LLC; RSF Master LLC and any relevant
series thereof; Fund I, a Series ofReno Seed Advisors, LP; and any other investment vehicle controlled,
managed, or administered by Eugene Wong that held or asserted any investment, note, governance
right, claim, or creditor position concerning Cartwheel.
G. "Gene/RSF Entity" means any RSF Entity, the Wong Family Revocable Trust, or any other
Wong-controlled investment vehicle concerning Cartwheel. This definition does not assert that legally
distinct entities are alter egos.
H. "BBG" means Nevada Battle Born Growth Escalator, Inc. and persons acting on its behalf.
I. "Engineered Arts" means Engineered Arts Ltd., Nicolas "Nick" Desmarais, and persons acting on their
behalf.
J. "Macy" means Craig Macy and any law firm or legal practice through which he acted in connection
with Cartwheel.
K. "Wonderstone/Murata" means the strategic financing opportunity involving Wonderstone and Murata

that was under discussion in late 2025.
L. "Foreclosure" means the December 2025 foreclosure involving Cartwheel assets, including the
December 5, 2025 foreclosure-related transaction or transfer reflected in Cartwheel's records.
M. Unless otherwise stated, the relevant time period is January 1, 2024 through the date of production.
Documents evidencing the formation, creation, adoption, execution, or origination of any entity,
agreement, governance instrument, consent right, noteholder right, or other authority responsive to
these requests are not excluded solely because they predate January 1,2024.
N. Produce all responsive Documents within Your possession, custody, or control. Possession, custody, or
control includes constructive possession where You have a right to compel production of the matter
from an agency, authority, representative, or other person or entity.
0. Produce Documents as they are kept in the usual course of business or organize and label them to
correspond to the numbered requests below. Electronically stored information should be produced in the
form in which it is ordinarily maintained or in a reasonably usable form.
P. If a responsive Document is withheld on a claim of attorney-client privilege, work-product protection,
common-interest protection, or other privilege or protection, expressly identify the claim and provide a
privilege log stating the date, author or sender, recipients, general subject matter, and asserted privilege
or protection sufficiently to permit assessment of the claim without revealing protected substance.
Q. If any responsive Document has been lost, destroyed, deleted, or is otherwise unavailable, identify the
Document, its approximate date, author or custodian, subject matter, date and circumstances of loss or
destruction, and the person responsible, if known.

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 8 of 10

ITEMS TO BE PRODUCED
1. Produce Documents sufficient to identify the formation, ownership, management, decision-making
authority, and persons authorized to act for each Gene/RSF Entity that held or asserted any investment,
note, governance right, claim, or creditor position concerning Cartwheel.
2. Produce all Documents and Communications concerning the preparation, adoption, amendment,
interpretation, or application ofCartwheel's certificate of incorporation or amended and restated
certificate of incorporation ("ACOI"), including protective provisions, board composition or authority,
investor or noteholder consent rights, veto rights, deemed-liquidation rights, fmancing-approval rights,
communications with Macy concerning those provisions, and Your understanding of the rights or
authority those documents gave You or any Gene/RSF Entity.
3. Produce all Documents sufficient to identify each person or entity for whom You believed You were
authorized to act, speak, vote, consent, designate, elect, demand, accelerate, or otherwise act concerning
Caitwheel, and to establish the source and scope of that authority, including any proxy, designation,
election, vote, written consent, authorization, ratification, or record relied upon to claim authority on

behalf of Carfwheel's 2024A noteholders or alleged "Majority Holders."
4. Produce all Documents and Communications concerning the Wong Family Revocable Trust's separate
investment in Cartwheel, including when and why the Trust investment was first proposed, committed,
funded, or documented; why the investment was made through the Trust rather than an RSF Entity;
rights expected from the separate position; communications with RSF investors, limited partners,
managers, or affiliates concerning the investment; any disclosure, approval, objection, or conflict
consideration; other Cartwheel investment capital available at the time; any request to reduce, defer, or
decline another investment so that the Trust investment could be accepted; and any later exercise or

assertion of Trust rights as a noteholder, creditor, alleged Majority Holder, accelerating creditor, or
petitioning creditor.
5. Produce all Documents and Communications concerning the April 2025 bridge financing term sheet,
including any apparent Scott LaValley or CEO signature, and its origin, metadata, audit trail, envelope
history, document history, signature ID, signature certificate, platform logs, transmission records, and
execution history; Documents sufficient to determine whether the signature ID associated with the

apparent signature on the April 2025 bridge financing term sheet matches the signature ID associated
with Scott LaValley's signature from the earlier Cartwheel convertible note round; the identity of each
person who prepared, drafted, edited, revised, approved, transmitted, stored, or relied upon any version,
and each person with access to the underlying signature, document platform, template, envelope, or
execution workflow; whether the term sheet, any executed or purportedly executed version, or any
related approval record or financing communication was transmitted, displayed, forwarded, relied upon,
or made available to BBG, any BBG representative, any person or entity associated with the State Small
Business Credit Initiative ("SSBCI"), any investor or prospective investor, or any other third party; and
whether the term sheet included governance, protective-provision, investor-control, deemed-liquidation,
board-approval, or noteholder-consent language that differed materially from, expanded upon, or was
more restrictive than the earlier Cartwheel convertible note round, together with any representation by
You or a Gene/RSF Entity that the bridge terms were identical to or consistent with that earlier round.
6. Produce all Documents and Communications concerning Your statement that You would "tank the
deal," including the transaction or financing referenced by that statement, the governance or protective
provisions associated with it, communications before and after the statement, and each person with
whom You discussed the statement, transaction, financing, or related governance rights.
7. Produce all Documents and Communications on or after September 30, 2025 concerning whether any
RSF limited partner, investor, noteholder, affiliate, existing Cartwheel investor, or prospective investor
should provide, increase, continue, defer, reduce, decline, or withhold additional financing or
investment in Cartwheel, including any request, recommendation, instruction, discouragement, delay,
condition, or other communication by You concerning further investment; any forwarding, discussion,
characterization, response to, or communication concerning the September 30, 2025 Cartwheel investor
update or the financial, financing, or investment information contained therein; any discussion of
whether Cartwheel should or should not receive additional funding; any communication encouraging or

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 9 of 10

discouraging any person or entity from investing; and any discussion of withholding, redirecting,
reserving, reducing, delaying, or declining capital otherwise available or potentially available to
Cartwheel.
8. Produce all Documents and Communications concerning Engineered Arts relating to Cartwheel,
whether with Engineered Arts or with any third party, including any proposed financing, acquisition,
LOI, strategic transaction, asset transaction, continued-operation arrangement, management or
employment structure associated with such transaction, support, opposition, conditions, efforts to
prevent, delay, modify, or terminate a transaction, threatened litigation, asserted governance, veto, or
consent authority, discussions concerning Cartwheel's or Scott LaValley's authority to negotiate,
economic or governance consequences, communications with directors, investors, noteholders, BBG,
Macy, or other stakeholders, reasons any proposed transaction did not proceed, and any
post-Foreclosure effort involving acquisition or recovery ofCartwheel assets.
9. Produce all Documents and Communications concerning the Wonderstone/Murata strategic financing
opportunity, including Your request or effort to communicate with Murata, actual communications with
IVIurata or persons acting on Murata's behalf, committed-capital conditions or other requirements for
closing, Your position concerning the transaction, and Your discussions with Scott LaValley, Modar
Alaoui, or others concerning the opportunity.
10. Produce all Documents and Communications concerning the November 6, 2025 RSF demand letter,
including its preparation, factual basis, authorization, asserted governance or board rights, each person
or entity on whose behalf it purported to speak, and communications among investors, noteholders,
directors, or others concerning the demand, its authorization, or its consequences.
11. Produce all Documents and Communications concerning the February 4, 2026 acceleration notice,

including the asserted Event of Default; the identity of each holder asserted to constitute the "Majority
Holders"; the date and substance of each alleged authorization, consent, instruction, approval, vote, or
ratification supporting acceleration; BBG's authorization, consent, approval, or ratification; authority
relied upon by You, RSF Robotics I, or the Wong Family Revocable Trust; and later communications
concerning the validity, effect, enforcement, or consequences of the acceleration.
12. Produce all non-privileged Documents and Communications concerning the earliest consideration 01-

discussion of bankruptcy or involuntary bankruptcy for Cartwheel; who first proposed it; planning or
authorization of the March 19, 2026 involuntary petition; selection of the three petitioning creditors and
reasons those petitioners were selected; anticipated estate assets, claims, recoveries, or insurance
proceeds; objectives and expected consequences of filing; and expected or actual post-filing strategy,
including communications among You, RSF Robotics I, the Wong Family Revocable Trust, BBG, or
any other petitioning creditor. For any responsive material withheld on privilege or work-product
grounds, provide the information required by Instruction P.
13. Produce all Documents and Communications between You or any Gene/RSF Entity and Macy
concerning Cartwheel, including the attorney-client or other relationship through which Macy acted;
financing or governance documents; the ACOI; board rights; protective provisions; investor, noteholder,

veto, or consent rights; the 2024A financing; the bridge financing; warrants, including Craig Macy's
July 18, 2025 warrant-cancellation request and any discussion of the purpose, authorization, effect, or
beneficiaries of any proposed cancellation; Engineered Arts or related governance disputes; and any

board, noteholder, or Majority Holder authority asserted by You or a Gene/RSF Entity.
14. Produce all Documents and Communications between You or any Gene/RSF Entity and BBG
concerning Cartwheel financing, governance or control rights, the bridge financing, Engineered Arts,
Wonderstone/Murata, the November 6, 2025 demand letter, default, acceleration, creditor enforcement,
Foreclosure, post-Foreclosure asset recovery, prospective disposition of Cartwheel assets, expected
bankruptcy recoveries, potential purchasers or successor transactions, the involuntary bankruptcy
petition, or post-filing strategy concerning Cartwheel.
15. Produce all Documents and Communications between You and any actual or proposed Cartwheel
director concerning board composition or control; appointment, removal, replacement, or expected role

of directors; Scott LaValley or Samantha Conway; Engineered Arts; bridge financing;
Wonderstone/Murata; Cartwheel's financial distress; acceleration; Foreclosure; bankmptcy; asset

Case 26-50278-hlb

Doc 102

Entered 09/17/26 10:06:56

Page 10 of 10

disposition; proposed changes in management or ownership; or the future role, authority, continued
employment, equity treatment, alleged liability, removal, replacement, resignation, or exclusion of Scott
La Valley or Samantha Conway in connection with any acquisition, restructuring, Foreclosure,
bankruptcy, or successor business.
16. Produce all Documents and Communications concerning the Foreclosure and any proposed effort to
challenge, reverse, avoid, unwind, purchase from, or otherwise recover Cartwheel assets following the
Foreclosure, including communications with any landlord or secured creditor, any proposed purchase or
transfer of foreclosed assets, the post-Foreclosure Engineered Arts asset-recoveiy effort, why any
recovery transaction did not proceed, and the contemplated destination, ownership, transfer, or
disposition of any recovered assets.
17. Produce all Documents and Communications concerning any anticipated, proposed, or actual recovery,
acquisition, sale, auction, transfer, license, credit bid, § 363 transaction, holdco, NewCo, successor
entity, strategic transaction, or other monetization or disposition of Cartwheel technology, intellectual
property, assets, claims, or recoveries in connection with or following the Foreclosure or bankruptcy;
any prospective purchaser, acquirer, investor, licensee, strategic partner, successor company, or other
recipient considered for such assets; and any expected estate recovery from avoidance or
foreclosure-related claims, fraudulent-transfer or preference theories, D&O insurance,

professional-liability claims, claims against Scott LaValley or Samantha Conway, claims against any
landlord or secured creditor, or other corporate causes of action, including any estimated or expected
value of such recovery if discussed.
18. Produce all Documents and Communications concerning any actual or proposed life insurance,
key-person insurance, key-man insurance, or similar insurance on the life of Scott La Valley in
connection with Cartwheel, including the business or financing purpose of such insurance; the identity
of eveiy proposed owner, beneficiary, loss payee, or person or entity entitled to receive or control policy
proceeds; who first proposed or requested the insurance; the requested policy amount or coverage level;
communications with insurers, brokers, agents, directors, investors, noteholders, creditors, Gene/RSF
Entities, or other persons concerning the insurance or its beneficiary structure; the reason any investor,
noteholder, creditor, Gene/RSF Entity, or other non-Cartwheel party was proposed to receive, control,
or benefit from policy proceeds instead ofCartwheel; any proposed allocation, distribution, or
application of policy proceeds; any discussion of using proceeds for investor repayment, creditor
recovery, financing protection, governance rights, or other obligations; and any request by You or any
Gene/RSF Entity for access to Scott La Valley's medical records, medical history, examinations,
laboratory results, or underwriting information in connection with obtaining such insurance.
19. Produce all Documents and Communications concerning Cartwheel Robotics, Inc. that are within Your
possession, custody, or control, including but not limited to Documents and Communications
concerning Cartwheel's formation, operations, management, personnel, financing, investors,
noteholders, directors, governance, transactions, strategic alternatives, assets, intellectual property,
liabilities, creditors, insurance, financial condition, Foreclosure, bankruptcy, claims, recoveries,
prospective purchasers or successor entities, or disposition of assets.

1 Sallie B. Armstrong, Esq. (NSBN 1243)
   Jimmy F. Dahu, Esq. (NSBN 17061)
 2 McDONALD CARANO LLP
   100 West Liberty Street, Tenth Floor
 3 Reno, Nevada 89501
   Telephone: (775) 788-2000
 4 sarmstrong@mcdonaldcarano.com
   jdahu@mcdonaldcarano.com
 5
   Attorneys for Petitioning Creditors RSF Robotics
 6 I, a series of RSF Master LLC; Wong Family
   Revocable Trust; and Nevada Battle Born
 7 Growth Escalator, Inc.

 8                            UNITED STATES BANKRUPTCY COURT

 9                                      DISTRICT OF NEVADA

10 In re                                                Case No.: 26-50278-hlb

11 CARTWHEEL ROBOTICS INC.,                             Chapter 7

12                 Debtor.                              OMNIBUS OPPOSITION OF
                                                        PETITIONING CREDITORS TO
13                                                      MOTIONS FOR RULE 2004
                                                        EXAMINATION AND RELATED
14                                                      FILINGS [ECF NOS. 63, 88, 90, 97, AND 99]

15                                                      Hearing Date: October 6, 2026
                                                        Hearing Time: 1:30 p.m.
16

17          RSF Robotics I, a series of RSF Master LLC; the Wong Family Revocable Trust; and
18 Nevada Battle Born Growth Escalator, Inc. (collectively, the “Petitioning Creditors”), by and

19 through their counsel McDonald Carano LLP, submit this omnibus opposition (“Opposition”) to the

20 motions for Rule 2004 examination and related filings of Scott LaValley (“LaValley”) and

21 Samantha Conway (“Conway” and, together with LaValley, “Movants”) at ECF Nos. 63, 88, 90,

22 97, and 99 (collectively, the “Motions”). This Opposition is supported by the following

23 Memorandum of Points and Authorities, the documents on file in the above-captioned case for

24 which judicial notice is respectfully requested under F ED. R. EVID. 201, and any argument the Court

25 may entertain at any hearing on the Motions.

26 / / /

27 / / /

28 / / /


 1                       MEMORANDUM OF POINTS AND AUTHORITIES

 2 I.       Preliminary Statement.

 3          1.      The Motions ask this Court to authorize two former officers of Cartwheel Robotics,

 4 Inc. (the “Debtor”)—(i) LaValley, the Chief Executive Officer and purported sole director who

 5 approved insider secured notes to himself, his sister, and his father’s landlord-entity (“Landlord”),

 6 and (ii) Conway, LaValley’s sister and the Chief Operating Officer who simultaneously served as

 7 an officer of the Landlord—to conduct sweeping, estate-wide discovery into the Debtor’s investors,

 8 its former counsel, its prospective acquirers, and its creditors. Across five clearly AI-generated and

 9 frivolous filings totaling approximately 300 pages, Movants seek documents from more than twenty

10 custodians spanning a four-year period on virtually every subject touching the Debtor’s corporate

11 life. Moreover, Movant LaValley did not wait for this Court to determine the propriety of the

12 Motions. Instead (and again with the assistance of AI), LaValley issued an improper subpoena

13 duces tecum comprising three single-spaced pages of 19 categories of documents demanding that

14 Gene Wong produce documents. A copy of the Subpoena is attached hereto as Exhibit A.

15          2.      The Motions should be denied for four independent reasons as follows:

16                  a)      Movants Lack Standing. By their own repeated description, the discovery

17 is sought to determine “whether the estate has recoverable claims arising from prepetition conduct”

18 [ECF No. 88, ¶ 103] and “whether resulting claims exist for the benefit of the estate” [ECF No. 90

19 at 37 of 45]. The investigation and pursuit of any such estate claims, however, are within the sole

20 province of Bradley G. Sims, the chapter 7 trustee (“Trustee”). See Estate of Spirtos v. One San

21 Bernardino Cnty. Superior Ct. Case No. SPR 02211, 443 F.3d 1172, 1176 (9th Cir. 2006) (“[T]he

22 bankruptcy code endows the bankruptcy trustee with the exclusive right to sue on behalf of the

23 estate.”); Rigby v. Mastro (In re Mastro), 585 B.R. 587, 597 (B.A.P. 9th Cir. 2018) (in the context

24 of Rule 2004, stating that “where … it enables the financial affairs investigation required by the

25 Code, it is firmly tethered to the Trustee’s § 704 statutory duties.”).

26                  b)      The Requested Discovery Exceeds The Scope of Rule 2004. Even if

27 Movants had standing to conduct the discovery they request, their requested discovery exceeds the

28 scope of Rule 2004. Rule 2004 is broad, but the Ninth Circuit Bankruptcy Appellate Panel (“BAP”)


                                                      2


 1 has confirmed that it “is not without limits,” that it “should not be used ‘to abuse or harass,’” and

 2 that it may not “‘stray into matters which are not relevant to the basic inquiry.’” In re Mastro, 585

 3 B.R. at 597 (quotations and citation omitted). The BAP has likewise cautioned that “Rule 2004 may

 4 not be used as a device to launch into a wholesale investigation of a non-debtor’s private business

 5 affairs.” Id. at 597 n.12 (quotations and citation omitted). Just given the breadth of the discovery

 6 requested (not to mention the extraordinary expense the recipients will incur responding), it is

 7 indisputable that the requested discovery is designed to abuse and harass.

 8                  c)     Discovery Is Unnecessary. Petitioning Creditors have cooperated with the

 9 Trustee from the outset and will continue to do so. They commenced this case, appeared at every

10 hearing, supported the Trustee’s turnover and responsible-person motions, appeared and

11 participated at both meetings of creditors, and filed proofs of claim. If the Trustee requires

12 documents and information, he may contact the Petitioning Creditors as he has previously done, and

13 Petitioning Creditors will cooperate to the best of their ability without the need for a court-ordered

14 examination.

15                  d)     The Motions Deflect From The Appropriate Inquiry.                  Petitioning

16 Creditors do not believe that the estate’s principal potential recovery is a speculative claim against

17 investors for events occurring in 2024 and 2025, although, if it is, the Trustee is the only one with

18 standing to pursue that recovery.       Rather, the principal potential recovery is the transfer of

19 substantially all of the Debtor’s tangible and intangible assets—including its intellectual property

20 and its flagship “Yogi” robot—to the Landlord (an entity owned by LaValley’s father and controlled

21 by his father and sister, Movant Conway), on the strength of a purported security interest granted

22 by LaValley to collateralize back rent, approved by LaValley acting as the Debtor’s purported sole

23 director, with no minutes, no resolution, and no disinterested review. The UCC-1 in support of that

24 interest was not filed until October 21, 2025—the very day Engineered Arts delivered a non-binding

25 acquisition proposal, and the very day LaValley, Conway, and the Landlord all filed financing

26 statements within minutes of one another. LaValley’s Section 341 testimony confirms he told

27 Samantha to file a UCC-1 to encumber the assets before he attempted to negotiate with Engineered

28 Arts, but LaValley feigned uncertainty about whether he told his elderly father to prepare one as


                                                     3


 1 well for the Landlord. Simply put, LaValley and Samantha appear to have conspired and

 2 orchestrated a family takeover of Cartwheel’s assets in violation of their fiduciary duties and in

 3 derogation of investor rights, and now, via the Motions, seek to redirect the Court’s and the

 4 Trustee’s attention away from this transparently bad faith chronology that no amount of AI-

 5 generated pleadings can hide.

 6          Compounding the problem, Movants have told this Court under oath and in sworn

 7 declarations that they lack access to the Debtor’s books and records and therefore cannot answer the

 8 Trustee’s questions—while simultaneously filing dozens of pages of curated corporate emails, text-

 9 message threads, financing documents, and related documents. If Movants possess these records,

10 their obligation is to produce them to the Trustee, not to release them selectively into the docket in

11 support of their own narrative.

12          Petitioning Creditors respectfully request that the Court deny the Motions in their entirety,

13 without prejudice to the Trustee’s independent authority to pursue any discovery he deems

14 appropriate in the exercise of his statutory duties.

15 II.      Relevant Background.

16          A.      The Involuntary Case and the Trustee’s Investigation.

17          9.      On March 19, 2026, Petitioning Creditors filed an involuntary Chapter 7 petition

18 against Debtor. [ECF No. 1].

19          10.     On April 14, 2026, the Court entered an Order for Relief. [ECF No. 7].

20          11.     On April 16, 2026, Bradley G. Sims was appointed Chapter 7 Trustee. [ECF No.

21 27].

22          12.     The Trustee moved for turnover of estate property and records. [ECF Nos. 13, 18].

23 At the April 24, 2026 hearing, the Court granted the motions, observing that “while the Court

24 understands, LaValley, that you may not have possession, custody, or control of the property or the

25 financial documents and records that the trustee is seeking, you have a duty to cooperate with the

26 trustee and to provide all of the information you have regarding those things to him so he can do his

27 job.” [Apr. 24, 2026 Hr’g Tr., a copy of which is attached hereto as Exhibit B, at 11:14–19].

28 / / /


                                                     4


 1          13.     The Trustee has independently pursued third-party records, issuing subpoenas to

 2 Bank of America, N.A. [ECF No. 60] and to the custodian of records for Albright & Associates,

 3 Ltd. [ECF No. 93], seeking bank statements, tax returns, QuickBooks files, general ledgers, and

 4 related accounting records.

 5          14.     The Trustee conducted examinations at meetings of creditors on May 21, 2026 and

 6 June 12, 2026. The meeting has been continued, most recently to September 28, 2026.

 7          15.     Following the June 9, 2026 hearing, the Court designated both LaValley and Ms.

 8 Conway as responsible persons under FED. R. BANKR. P. 9001(b)(5), finding that Ms. Conway

 9 “handled day-to-day operations,” and “handled payroll and maintained financial records and had

10 QuickBook credentials and bank account access and insurance information.” [June 9, 2026 Hr’g

11 Tr. 16:11–16, a copy of which is attached as Exhibit C; ECF No. 80].

12          16.     On August 13, 2026, Debtor filed its schedules of assets and liabilities and its

13 statement of financial affairs. [ECF No. 96].

14          B.      The Insider Lien and the Transfer of the Debtor’s Assets.

15          17.     The Debtor operated from 6127 Reno Hwy, Fallon, Nevada—a building owned by a

16 Landlord-entity1 controlled by LaValley’s father, Bill S. LaValley. [ECF No. 1; Apr. 24, 2026 Hr’g

17 Tr. 9:7–11].

18          18.     LaValley testified that the Debtor fell approximately one year behind on rent, that

19 the arrearage was “put under a note,” and that the Landlord took a security interest in all of the

20 Debtor’s assets. [May 21, 2026 § 341 Tr. attached as Exhibit D, 2 at pdf page 48]. LaValley further

21 testified that he approved the note and security agreement himself, as the Debtor’s sole director,

22

23

24   1
     As the Court may recall, LaValley feigned ignorance of the name of the Landlord (either
25 Autonomous Ops Inc. or 6127 Reno Highway, LLC) owned and controlled by his father to whom
   LaValley granted a UCC-1 security interest and voluntarily turned over all of Debtor’s books,
26 records, and assets.

27   2
     The Exhibit D transcript is an AI-generated transcript obtained at https://cartwheel.info/, a website
28 that, on information and belief, was created by LaValley.


                                                      5


 1 with no meeting, no minutes, and no resolution: “There were no formal meetings when it was just

 2 me as the board.” Id. at pdf page 50.

 3          19.     No financing statement was filed at the time. Instead, it was filed on October 21,

 4 2025—the same day Engineered Arts delivered a non-binding acquisition proposal to the Debtor.

 5 Within minutes of one another, 6127 Reno Highway (the purported Landlord-entity owned and

 6 controlled by LaValley’s father), LaValley, and Conway each filed UCC-1 financing statements

 7 against all of the Debtor’s assets. [June 9, 2026 Hr’g Tr. at 7:2–13]. LaValley signed the non-

 8 binding acquisition proposal the following day, after his and his family’s UCC-1 financing

 9 statements were on file encumbering the very assets Engineered Arts was seeking to acquire. [Id.

10 7:14–15]; see also UCC-1s, attached hereto as Exhibit E.

11          20.     Asked at the June 12, 2026 meeting of creditors why he filed on that date, LaValley

12 testified: “I believe at the time we had that proposal from EA, and I was very concerned about the

13 language in it and concerned about my notes and did some research and realized that it wasn’t fully

14 perfected.” [June 12, 2026 § 341 Tr., attached hereto as Exhibit F, 3 at pdf page 20 of 26]. Asked

15 why Conway filed the same day, he answered: “Believe we sat right next to each other and both

16 understood the same thing.” Id. at pdf page 21 of 26. Asked about his father’s filing, he testified

17 that he did not know whether his father had filed at all, and that the simultaneity “maybe” was

18 coincidental. Id.

19          21.     In December 2025, LaValley vacated the premises, handed the keys to his father, and

20 left “everything”—including the Debtor’s intellectual property and the Yogi robot—on site. [June

21 12, 2026 § 341 Tr. at pdf page 18 of 26; May 21, 2026 § 341 Tr. at pdf pages 15, 20, 31 of 62]. He

22 testified that “[i]t was all abandoned and assets transferred at the same time around the December

23 timeframe.” [May 21, 2026 § 341 Tr. at pdf page 38 of 62]. Counsel for the Trustee and Petitioning

24 Creditors have described the process as a voluntary strict foreclosure in alleged satisfaction of the

25 Landlord’s purported lien. [June 9, 2026 Hr’g Tr. at 11:13–16].

26

27   3
     The Exhibit F transcript is an AI-generated transcript obtained at https://cartwheel.info/, a website
28 that, on information and belief, was created by LaValley.


                                                      6


 1           22.    LaValley commissioned an appraisal concluding that the Debtor’s intellectual

 2 property and robot were of insufficient value to satisfy the Landlord’s secured claim—and, by his

 3 own account, valueless without the engineering team. [June 12, 2026 § 341 Tr. at pdf page 19 of

 4 26]. Both the appraisal valuing the intellectual property and LaValley’s contentions are belied by

 5 the terms offered by Engineered Arts, which exceeded the appraised value. See, e.g. exhibits to

 6 ECF No. 63.

 7           23.    Indeed, within weeks of the alleged transfer to his Landlord-father, LaValley was in

 8 direct communication with Engineered Arts. In a December 23, 2025, an email filed by LaValley

 9 himself, he wrote that he would “make an introduction to the landlord, who controls the company’s

10 assets through a lease default that resulted in lockout . . . and a separate promissory note for one

11 year of unpaid rent, secured by all assets, both tangible and intangible,” while separately negotiating

12 a personal “sign-on bonus” as “a personal fallback.” [ECF No. 63, Ex. A].

13           24.    In January 2026, LaValley proposed a “global resolution” in which escrowed funds

14 would be released to the Landlord, the Landlord would assign the assets back to Debtor, and—in

15 LaValley’s words—“all secured obligations of the company” would be resolved “including the

16 landlord note and the secured notes held by Samantha and me.” [ECF No. 63, Ex. C].

17           25.    LaValley and Conway have claims totaling $539,770—amounts which greatly

18 exceed the appraised value LaValley commissioned and which he apparently deemed to constitute

19 only a portion of the value of Debtor’s assets. [ECF No. 94 at pdf page 2 of 14]. In other words,

20 LaValley’s commissioned appraisal, valued off his comments to the appraiser, is unreliable.

21           26.    After rejecting an Engineered Arts proposal that would have satisfied Petitioning

22 Creditors’ claims because it did not include favorable employment terms for himself and full

23 repayment of the fraudulently manufactured insider claims, LaValley allegedly abandoned Debtor

24 altogether and allegedly allowed his Landlord-father to retain all of Debtor’s books, records, and

25 assets.

26           27.    Meanwhile, as one of Debtor’s designated responsible people, LaValley is obligated

27 to provide all information available to him or within his control to the Trustee for administration of

28 this estate. LaValley has, however, continued to claim he no longer has access to any of Debtor’s


                                                      7


 1 books, records, assets, and/or online accounts (such as emails and cloud access). Meanwhile, as

 2 noted herein, LaValley and Samantha continue to attach selective documents in support of their

 3 proofs of claim and other filings that belie these same unbelievable representations.

 4          28.      At the June 12, 2026 meeting of creditors, LaValley confirmed that he has a “decent

 5 relationship” with his father and sister, that he speaks with his father, and that he has made no effort

 6 to obtain from his father any of the information he is required to turn over to the Trustee (and which

 7 the Trustee has requested, and the Court has ordered, to be turned over):

 8          Q. [A]nd you don’t . . . talk to him at all about any of the assets he may have from
            Cartwheel to try to answer some of the trustee’s [questions].
 9
            A. I don’t wanna talk to him about it. . . .
10          Q:     So you’ve made no effort to get the information the trustee has requested at
11          now a second three forty one meeting from your father. Is that accurate?
            A:       That’s correct.
12

13 [June 12, 2026 § 341 Tr. at pdf pages 23-24 of 26].

14          C.       The Motions

15          29.      Between May 12, 2026 and September 4, 2026, Movants filed the following five

16 documents addressed in this Opposition:

17                a) ECF No. 63 (May 12, 2026) —LaValley’s Motion for Rule 2004 document
                     production (30 pages);
18
                  b) ECF No. 88 (June 15, 2026) —LaValley’s Supplement to that Motion (27 pages);
19

20                c) ECF No. 90 (June 22, 2026) —Conway’s Motion for Rule 2004 Examination and
                     Document Production (109 pages);
21
                  d) ECF No. 97 (August 20, 2026) — LaValley’s Second Supplemental Memorandum
22                   (30 pages); and
23
                  e) ECF No. 99 (September 4, 2026) — Conway’s Supplemental Memorandum in
24                   further support of ECF No. 90 (103 pages).

25          30.      The Motions seek documents and examinations from, among others: Gene Wong;

26 Reno Seed Fund/RSF Robotics I; the Wong Family Revocable Trust; Fund I/Reno Seed Advisors,

27 LP; Nevada Battle Born Growth Escalator, Inc.; Christine Guerci; Karsten Heise; Kyle Ferguson;

28 Engineered Arts; Nicolas Desmarais; AppDirect; ClickBio; Jessica Gagliano; Craig Macy; Fenwick


                                                       8


 1 & West; Holland & Hart; Scale LLP and Scott Wiegand; Deane Albright and Albright & Associates;

 2 QuickBooks/Intuit; Gusto; Carta; banks; tax agencies; GitHub and CAD custodians; and unspecified

 3 “former employees” and “system custodians.” [ECF Nos. 63 ¶¶ 4–6; 88 ¶¶ 83–84; 97 ¶¶ 84–89].

 4          31.     The requested categories include “[a]ll documents and communications” concerning

 5 the Debtor’s governance, financing, valuation, assets, intellectual property, technology, employees,

 6 contracts, customers, business prospects, insolvency, and bankruptcy risk, together with the internal

 7 formation, ownership, capitalization, and investor-level records of the Petitioning Creditors and

 8 their affiliated investment vehicles. [ECF Nos. 63 ¶¶ 46–47; 97 ¶¶ 86–87].

 9 III.     Argument.

10         A.     Movants Lack Standing to Pursue Rule 2004 Discovery in Aid of Claims That
     Belong Exclusively to the Trustee.
11

12          32.     Movants are explicit about their purpose, and the purpose completely undercuts their

13 right to the relief requested in the Motions. LaValley states that “[t]he purpose is to determine

14 whether the estate has recoverable claims arising from prepetition conduct that impaired financing,

15 acquisition opportunities, diligence, runway, investor confidence, team continuity, CEO/founder

16 continuity, or enterprise value.” [ECF No. 88, ¶ 103]. Conway states that the examination “is

17 intended to determine whether governance disputes, investor control, conflicted representation,

18 creditor coordination, and interference with strategic alternatives contributed to the destruction of

19 enterprise value and whether resulting claims exist for the benefit of the estate.” [ECF No. 90 at

20 page 37 of 45].

21          33.     Those claims, if they exist, are property of the estate, and the Trustee alone may

22 pursue them. The Ninth Circuit held in Spirtos that “the bankruptcy code endows the bankruptcy

23 trustee with the exclusive right to sue on behalf of the estate,” and that a creditor “who did not

24 receive authorization to sue from the trustee, lacks standing to assert a . . . claim on behalf of the

25 estate.” 443 F.3d at 1176. The court reached that holding after surveying the decisions of five other

26 circuits, all in accord. Id. at 1175–76.

27          34.     Movants cannot evade this clear rule of law by characterizing their request as

28 “discovery” rather than “litigation.” The premise of Spirtos is that the decision whether to


                                                     9


 1 investigate and whether to pursue an estate claim “belongs to the trustee in the first instance.” 443

 2 F.3d at 1175. Permitting a party who lacks standing to prosecute an estate claim to nonetheless

 3 compel estate-wide discovery in aid of that claim would transfer to that party the very prerogative

 4 the Code reserves to the Trustee—with none of the corresponding fiduciary duties, court

 5 supervision, or accountability.

 6          35.     Movants concede this point. Conway argues that “[t]he Trustee is uniquely

 7 positioned to obtain records, communications, testimony, and other information unavailable to

 8 Movant and to determine whether any claims, remedies, or recoveries may exist for the benefit of

 9 the estate.” [ECF No. 90 at page 37 of 45]. Her own filings repeatedly frame the relief as what

10 “[t]he Trustee should determine.” [E.g., ECF No. 90 at page 15 ¶¶ 6–7]. LaValley likewise asks

11 the Court to invite the Trustee to “state whether he supports, opposes, seeks to narrow, seeks to

12 defer, does not oppose, or intends to independently pursue” the requested discovery. [ECF No. 97,

13 ¶ 106.b]. The answer to that framing is straightforward: if the Trustee concludes that this discovery

14 serves the estate, the Trustee may seek it. He does not need Movants’ assistance, and Movants may

15 not proceed in his stead.4

16          B.      The Requested Discovery Exceeds the Scope of Rule 2004.

17          36.     Even if Movants had standing (which they do not), the relief sought extends far

18 beyond what Rule 2004 permits.

19          37.     While Rule 2004 is broad, its breadth is not boundlessness. See In re Mastro, 585

20 B.R. at 597 (“We acknowledge that Rule 2004 is not without limits. It should not be used ‘to abuse

21 or harass . . . .’ Nor should it ‘stray into matters which are not relevant to the basic inquiry.’”)

22 (citations omitted). It does not authorize a fishing expedition into matters having no relationship to

23 the debtor’s affairs or effect on administration of the estate. See id. at 597 n.12 (“‘It is clear that

24 Rule 2004 may not be used as a device to launch into a wholesale investigation of a non-debtor’s

25
   4
     While Petitioning Creditors cannot speak for the Trustee, the hundreds of pages Movants have
26 filed have presumably put Movants’ position in plain view for the Trustee to do with as he pleases
   during his investigation and prosecution of estate claims. The Trustee and his counsel are
27
   experienced practitioners who can take it from here if they believe anything Movants have identified
28 justify inquiry.


                                                     10


 1 private business affairs.’”) (citation omitted); id. (“‘Matters having no relationship to the debtor’s

 2 affairs, or the administration of the bankruptcy estate are not proper subjects of a Rule 2004

 3 examination.’”) (citation omitted).

 4          38.     The Motions request exactly what the BAP has recognized Rule 2004 forbids. By

 5 seeking internal formation documents, ownership records, capitalization records, source-of-funds

 6 records, inter-vehicle transfer records, investor-level ownership records, series records, and internal

 7 authorization records of RSF Robotics I, RSF Master LLC, Fund I/Reno Seed Advisors, LP, the

 8 Wong Family Revocable Trust, and “any related RSF, Reno Seed, or Gene Wong-controlled or

 9 Gene Wong-related investment vehicle,” Movants are engaging in a fishing expedition into matters

10 having no relationship to the debtor’s affairs or effect on administration of the estate. [ECF No. 97

11 ¶ 86]. The Motions further seek the internal investment process and public-funding records of

12 Nevada Battle Born Growth Escalator, Inc. [Id. ¶ 85]. The Motions likewise seek the email systems,

13 calendars, devices, and administrative records of ClickBio and an individual assistant who, by

14 LaValley’s own admission, may never have been a party to any Cartwheel transaction. [ECF No.

15 63 ¶¶ 10–11]. These are the private business affairs of non-debtors. Meanwhile, LaValley, by his

16 own admission, has made no effort (nor does he want to) ask his Landlord-father for information

17 regarding Debtor’s books, records, and assets (assuming, of course, that LaValley is to be believed

18 and is not otherwise using his Landlord-father as the scapegoat for books, records, and assets that

19 are within his possession and control).

20          39.     Rule 2004’s reach is tethered to the Trustee’s statutory investigation. See In re

21 Mastro, 585 B.R. at 597 (in the context of Rule 2004, stating that “where … it enables the financial

22 affairs investigation required by the Code, it is firmly tethered to the Trustee’s § 704 statutory

23 duties.”). Here, the requested examinations are not tethered to the Trustee’s investigation; they are

24 offered as a substitute for it by the parties who ran the Debtor during the pre-petition period,

25 conspired and coordinated with family members to encumber the Debtor’s assets that ultimately

26 derailed a potentially viable acquisition, and whose insiders (one or all of them) retained control

27 and/or possession of Debtor’s books and records that neither LaValley nor Conway will turnover

28 except via cherry-picked exhibits when either feels it suits their needs.


                                                     11


 1          40.      Finally, the Motions seek the files of the Debtor’s former corporate counsel—

 2 Fenwick & West, Holland & Hart, Craig Macy, and Scale LLP—including “legal drafts,” “counsel

 3 files,” and materials reflecting counsel’s “advice, omissions, approvals, communications, and

 4 conflict issues.” [ECF Nos. 88 ¶¶ 60–62; 97 ¶¶ 65–68, 106.e]. Whatever attorney-client privilege

 5 the Debtor holds is not Movants’ to waive, invoke, or navigate. Control of the corporate debtor’s

 6 privilege passed to the Trustee upon the Court’s entry of the order for relief.

 7         C.     Petitioning Creditors Are Cooperating With the Trustee, and Court-Ordered
     Discovery Against Them Is Unnecessary.
 8

 9          41.      Petitioning Creditors have supported the administration of this estate at every stage:

10                a) They commenced the case and secured the order for relief.

11                b) They brought the transfer to the father-Landlord relationship to the Court’s and the
                     Trustee’s attention at the April 24, 2026 hearing— before the Trustee had developed
12                   that record. [Apr. 24, 2026 Hr’g Tr. at 9:1–11].
13
                  c) They supported the Trustee’s turnover motions and the Trustee’s motion to designate
14                   a responsible person, and proposed the additional designation of Ms. Conway, which
                     the Court adopted. [June 9, 2026 Hr’g Tr. 6:3–15; 16:11–16].
15
                  d) They appeared and participated at both the May 21 and June 12, 2026 meetings of
16                   creditors.
17
                  e) They filed proofs of claim. [Claim Nos. 8-1, 9-1, 11-1, 12-1].
18
                  f) They have maintained email and telephonic communication with the Trustee and his
19                   counsel and have shared documents and information with them and intend to
                     continue to do so.
20

21          42.      Additionally, the Trustee has demonstrated both the willingness and the tools to

22 obtain third-party records when he deems them necessary, having already served subpoenas on Bank

23 of America and Albright & Associates. [ECF Nos. 60, 93]. If the Trustee concludes that records

24 held by Petitioning Creditors would assist the estate, he need only ask informally via email or

25 telephone.

26          43.      What Petitioning Creditors object to is not the Trustee’s investigation, which

27 Petitioning Creditors (as the parties who filed the involuntary petition) encourage and support. It is

28 the conscription of the estate’s discovery machinery by two former officers whose own prepetition


                                                      12


 1 conduct is the principal subject of that investigation, and who believe everyone else cannot see what

 2 they know to be true: they are principally responsible for the Debtor’s demise and Petitioning

 3 Creditors’ losses.

 4          D.       The Motions Function as a Deflection From the Conduct That Warrants
     Scrutiny.
 5

 6          44.      The record developed to date—nearly all of it from Movants’ own sworn testimony

 7 and their own exhibits—reflects the following sequence:

 8                a) The Debtor’s Chief Executive Officer, acting as the Debtor’s sole director, with no
                  meeting, minutes, or resolution, granted the Landlord owned by his father and also
 9                controlled by Samantha a promissory note and a security interest in all of the Debtor’s
                  assets to retroactively collateralize approximately one year of unpaid rent. [May 21,
10
                  2026 § 341 Tr.]
11
                  b) That security interest went unperfected for approximately one year—until the day
12                Engineered Arts delivered a non-binding acquisition proposal—at which point three
                  insider financing statements were filed within minutes of one another, blanketing all of
13                the Debtor’s assets. [June 9, 2026 Hr’g Tr. 7:2–13.]
14
                  c) The Debtor then rejected the acquisition proposal, laid off its team, and—in
15                December 2025—allegedly surrendered every tangible and intangible asset it owned,
                  including its intellectual property and its flagship robot, to the Landlord through a
16                voluntary lockout and assignment, supported by an appraisal the Chief Executive Officer
                  himself commissioned concluding the assets were worth less than this insider lien. [June
17                12, 2026 § 341 Tr.]
18
                  d) Within weeks, the Chief Executive Officer was marketing those same assets to the
19                same acquirer, offering to broker an introduction to “the landlord, who controls the
                  company’s assets,” while negotiating a personal sign-on bonus for himself and a “global
20                resolution” under which the landlord note and “the secured notes held by Samantha and
                  me” would all be paid in full. [ECF No. 63, Exs. A, C.]
21

22                e) Movants then filed insider proofs of claim totaling $539,770. [ECF No. 94.]

23          45.      Those facts—insider status, an antecedent debt, a purported preferential transfer by

24 way of a security interest granted without disinterested approval to retroactively collateralize back

25 rent, purported perfection timed to purportedly encumber all assets in favor of insiders to negotiate

26 insider-favorable terms during acquisition discussions, a voluntary transfer of substantially all assets

27 to a family member while insolvent, and a contemporaneous personal benefit to the transferring

28 fiduciary—describe the transparent fraud, breaches of even the most baseline of fiduciary duties,


                                                      13


 1 and the estate’s most concrete potential recoveries. They are matters squarely within the Trustee’s

 2 duty to investigate the Debtor’s financial affairs, and they concern property that left the Debtor in

 3 the final weeks before the petition.

 4          46.      Against that backdrop, the Motions ask the Court to authorize what could be an

 5 extraordinarily expensive, multi-year, twenty-custodian investigation into whether the Debtor’s

 6 investors were insufficiently supportive in 2024 and 2025. Whatever the merits of Movants’

 7 grievances about governance provisions, term sheets, and board composition, those grievances do

 8 not minimize or vitiate the transfer. They do nothing but attempt to change the subject and deflect

 9 from the real issues in this case. And Rule 2004 “should not be used ‘to abuse or harass,’” nor to

10 “‘stray into matters which are not relevant to the basic inquiry.’” Mastro, 585 B.R. at 597.

11          E.      Movants’ Claimed Inability to Access Records Cannot Be Reconciled With
     Their Filings.
12

13          47.      Movants have taken irreconcilable positions on record access. To the Court and the
14 Trustee, Movants claim a lack of control or possession of relevant documents and information.

15 LaValley told the Court he does not oppose designation “as long as I’m not required to produce

16 anything or create schedules from documents I don’t, you know, possess or control or have access

17 to,” adding that “everything was assigned over to the secured creditor, the landlord.” [June 9, 2026

18 Hr’g Tr. at 14:5–17]. He declared under penalty of perjury that he “do[es] not possess the full

19 corporate, legal, financial, investor, governance, e-signature, counsel, funding, board-platform,

20 capitalization-platform, acceleration-authorization, Majority Holder, or third-party records.” [ECF

21 No. 97, Decl. ¶ 48]. Conway states flatly: “Movant no longer has access to the Debtor’s books and

22 records.” [ECF No. 90 at page 38 of 45].

23          48.      To the docket, however, Movants produce abundantly. Across ECF Nos. 63, 88,
24 90, 97, and 99, Movants have filed approximately 300 pages, including:

25                a) Email threads with Engineered Arts spanning December 18, 2025 through January
                     20, 2026, including offer letters, acquisition discussions, and the proposed “global
26
                     resolution.” [ECF No. 63, Exs. A–C.]
27

28


                                                     14


 1                b) Text-message threads from March 2025 through December 2025 concerning
                     Engineered Arts, governance, board review, board expansion, bridge financing,
 2                   runway, and investor messaging. [ECF No. 99, Exs. B, C, G, I, J, K, L, O.]
 3
                  c) Board and investor communications, including an April 16, 2025 email regarding
 4                   board composition, a May 24, 2025 email regarding bridge funding, an October 3,
                     2025 investor update, and emergency board meeting communications from
 5                   December 3–4, 2025. [ECF No. 99, Exs. D, F, M, O.]
 6                d) Corporate counsel referral and engagement communications dating to February
                     2024. [ECF Nos. 90, Ex. A; 99, Ex. H.]
 7

 8                e) A bridge financing term sheet, a demand letter, and financing-round text threads.
                     [ECF No. 90, Exs. F, G; ECF No. 99, Ex. E.]
 9
                  f) A “Cartwheel Financial Timeline — Cash, Financing, and Key Events,” which Ms.
10                   Conway describes as “subsequently reconstructed financial evidence.” [ECF No. 99,
11                   Ex. A and at 1.]

12                g) Proofs of Claim 1, 2, 4, 6, and 10 attaching records regarding the insiders’ alleged
                     claims.
13

14          49.      Significantly, from the information which Conway has available, she was able to

15 reconstruct a cash-and-financing timeline for the Debtor for purposes of her own advocacy, and

16 LaValley was able to locate, retrieve, organize, and file years of corporate email and text

17 correspondence in support of his narrative. Both parties, however, continue to represent that they

18 cannot produce corporate records to the estate because they no longer have possession or control of

19 the same.

20          50.      Both propositions cannot be true. Either Movants possess and can access substantial

21 corporate records—in which case the Court’s turnover ruling and their duty to cooperate with the

22 Trustee require them to produce those records to the Trustee rather than curate them into the docket

23 —or they do not, in which case their exhibits, and the factual assertions built upon them, warrant

24 scrutiny.

25          51.      The point is sharpened by LaValley’s admission that he has made no effort

26 whatsoever to obtain from his father—with whom he maintains a “decent relationship” and who

27 possesses the Debtor’s assets and, presumably, whatever records accompanied them—any of the

28 information the Trustee has twice requested. [June 12, 2026 § 341 Tr.] A movant who has not asked


                                                     15


 1 the one person he claims holds the estate’s assets for a single document is poorly positioned to ask

 2 this Court to compel twenty non-debtor custodians to search four years of files.

 3          52.    The appropriate response to an asserted records gap is compliance with existing

 4 obligations—production to the Trustee and full cooperation without all the feigned ignorance to

 5 date—not a parallel discovery campaign against the estate’s creditors to deflect from LaValley’s

 6 and Conway’s brazenly transparent bad faith breaches of fiduciary duty.

 7          F.     Additional Procedural Objection.

 8          53.    Petitioning Creditors further object on the basis that the Motions and their

 9 accompanying supplements grossly exceed the 20-page limit provided under Local Rule 9014(e),

10 and Movants have not obtained appropriate relief from the Court to exceed such page limits and

11 serially file supplements to the same. The practice deprives responding parties of a fixed record and

12 an orderly briefing schedule, and it has now stretched a single Rule 2004 request across nearly four

13 months and more than 300 pages.

14          54.    LaValley and Conway continually reveal their tactics of using AI to flood the docket

15 with frivolous and baseless filings, thereby attempting to divert all parties’ attention and waste

16 judicial resources. Such tactics are prejudicial and, as Petitioning Creditors respectfully submit,

17 warrant sanctions if continued (including, but not limited to, a bar to filing anything on the docket

18 without prior Court approval). Petitioning Creditors reserve all rights to seek appropriate sanctions

19 and other relief if LaValley and Conway continue with these tactics.

20 IV.      Relief Requested.

21          To the extent there was ever any doubt about LaValley’s ability to use AI to his benefit (after

22 all he developed a humanoid robot), it is now clear that he will use AI for any purpose even though

23 the AI generated material is only as good as the information provided to the AI source. Here,

24 LaValley and Conway apparently did not provide any information to their AI source which allowed

25 it to truly understand the particulars of the 2004 process. The Motions are inappropriate and have

26 no basis in law or fact.

27          Petitioning Creditors, therefore, respectfully request that the Court deny the Motions in their

28 entirety and grant such other and further relief to which Petitioning Creditors may be entitled,


                                                     16


 1 including a bar order to the Movants filing anything further on the docket without prior Court

 2 approval. Otherwise, Movants will continue to make a mockery of this case where investors who

 3 believed in the Debtor and invested in good faith have lost millions of dollars.

 4          DATED this 22nd day of September, 2026.

 5                                        McDONALD CARANO LLP

 6                                        By: /s/ Sallie B. Armstrong
                                          Sallie B. Armstrong, Esq. (NSBN 1243)
 7
                                          Jimmy F. Dahu, Esq. (NSBN 17061)
 8                                        100 West Liberty Street, Tenth Floor
                                          Reno, Nevada 89501
 9                                        Telephone: (775) 788-2000
                                          sarmstrong@mcdonaldcarano.com
10                                        jdahu@mcdonaldcarano.com
11
                                          Attorneys for Petitioning Creditors
12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


                                                    17


 1                                   CERTIFICATE OF SERVICE

 2         I HEREBY CERTIFY that I am an employee of McDonald Carano LLP, and that on

 3 September 22, 2026, a true and correct copy of the foregoing OMNIBUS OPPOSITION OF

 4 PETITIONING CREDITORS TO MOTIONS FOR RULE 2004 EXAMINATION AND

 5 RELATED FILINGS [ECF NOS. 63, 88, 90, 97, AND 99] was electronically filed with the Clerk

 6 of the Court using the CM/ECF system, which will send notification of such filing to all parties

 7 registered to receive electronic notice in this case, and was further served by United States first-

 8 class mail, postage prepaid, upon the following:

 9 Scott LaValley
   5586 Rivers Edge Drive
10 Fallon, NV 89406

11 Samantha Conway
   5512 Rivers Edge Drive
12 Fallon, NV 89406

13 Cartwheel Robotics Inc.
   6127 Reno Hwy
14 Fallon, NV 89406

15                                                    By: /s/ Misti Hale
                                                          An employee of McDonald Carano LLP
16

17

18

19

20

21

22

23

24

25

26

27

28


                                                   18


                       EXHIBIT $


                       EXHIBIT $

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page20
                                                             1 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page21
                                                             2 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page22
                                                             3 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page23
                                                             4 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page24
                                                             5 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page25
                                                             6 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page26
                                                             7 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page27
                                                             8 of 10
                                                                  155

 Case26-50278-hlb
Case  26-50278-hlb Doc
                    Doc103
                        102 Entered
                             Entered09/22/26
                                     09/17/2617:17:01
                                              10:06:56 Page
                                                        Page28
                                                             9 of 10
                                                                  155

Case26-50278-hlb
Case 26-50278-hlb Doc
                  Doc103
                      102 Entered
                          Entered09/22/26
                                  09/17/2617:17:01
                                          10:06:56 Page
                                                   Page29
                                                        10of
                                                          of155
                                                             10


                       EXHIBIT %


                       EXHIBIT %


                          UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF NEVADA (RENO)

                                    .
      IN RE:                        .            Case No. 26-50278-hlb
                                    .            Chapter 7
      CARTWHEEL ROBOTICS INC.,      .
                                    .            300 Booth Street
                                    .            Reno, NV 89509
                       Debtor.      .
                                    .            Friday, April 24, 2026
      . . . . . . . . . . . . . . . .            10:32 a.m.


       TRANSCRIPT OF OST DOC# 13 MOTION FOR TURNOVER OF BANKRUPTCY
      ESTATE PROPERTY PURSUANT TO 11 U.S.C. 542(E) FILED BY BRADLEY
                  G. SIMS ON BEHALF OF BRADLEY G. SIMS;
      OST DOC# 18 MOTION FOR TURNOVER OF BANKRUPTCY ESTATE PROPERTY
     PURSUANT TO 11 U.S.C. 542(E) FILED BY BRADLEY G. SIMS ON BEHALF
                            OF BRADLEY G. SIMS
                  BEFORE THE HONORABLE HILARY L. BARNES
                   UNITED STATES BANKRUPTCY COURT JUDGE

     TELEPHONIC APPEARANCES:

      For the Debtor:                 SCOTT LAVALLEY (PRO SE)
                                      5586 Rivers Edge Dr.
                                      Fallon, NV 89406
      For the Chapter 7               Bradley G. Sims, Chapter 7 Trustee
      Trustee:                        By: BRADLEY G. SIMS, ESQ.
                                      1344 Disc Dr. #1138
                                      Sparks, NV 89436
                                      (775) 364-5505
      For the Petitioning             McDonald Carano
      Creditors:                      By: SALLIE B. ARMSTRONG, ESQ.
                                      100 W. Liberty Street, 10th Floor
                                      Reno, NV 89501
                                      (775) 788-2000
      Audio Operator:                 Natalie Clarke, CRD
      Transcription Company:          Access Transcripts, LLC
                                      10110 Youngwood Lane
                                      Fishers, IN 46048
                                      (855) 873-2223
                                      www.accesstranscripts.com
           Proceedings recorded by electronic sound recording,
      transcript produced by transcription service.
1


     $&&(6675$16&5,376//&                   86($&&(66 


                                                                                     2
 1            (Proceedings commence at 10:32 a.m.)

 2                 THE COURT:       Good morning, all.      This is Judge Barnes.

 3    We're here on Cartwheel Robotics Inc.             26-50278.

 4                 We are considering two motions on shortened time.

 5    The first is Docket 13, which is a motion for turnover of

 6    bankruptcy estate property.           And that is with regard to

 7    financial documents.          And Docket 18 is a motion for turnover of

 8    bankruptcy estate property, which pertains to tangible assets.

 9                 Appearance for the trustee, please.

10                 MR. SIMS:       Thank you, Your Honor.        This is Brad Sims,

11    Chapter 7 trustee.

12                 THE COURT:       Thank you.    And, Mr. Lavalley, are you on

13    the line?

14                 MR. LAVALLEY:       I am.

15                 THE COURT:       Am I pronouncing your name correctly?

16                 MR. LAVALLEY:       That's correct, Scott Lavalley.

17                 THE COURT:       Lavalley, okay.     And for the petitioning

18    creditors?

19                 MS. ARMSTRONG:       Yes, good morning, Your Honor.

20    Sallie Armstrong on behalf of the petitioning creditors.

21                 THE COURT:       Thank you.    Is there anybody else who

22    would like to make an appearance in the Cartwheel Robotics

23    case?

24                 Okay.   Go ahead, Mr. Sims.         It's your motion.

25                 MR. SIMS:       Thank you, Your Honor.        Before the Court


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                               3
 1    today are two motions for turnover.             They are somewhat similar,

 2    and I'll refer to them collectively as the motion.

 3                 This is an involuntary case, and the petition was

 4    filed on March 19th, 2026.           The order for relief was entered on

 5    April 14th, 2026.       To date, the debtor has not filed a mailing

 6    matrix as required.          He's not filed any statements or

 7    schedules.     So I have no meaningful information, no records,

 8    and no assets have been turned over on this case.

 9                 The relief sought through the motion is

10    straightforward, and it is statutory.             I'm seeking -- well,

11    motions, I should say.           I'm seeking turnover under 542(a) of

12    estate property, including certain robotic systems,

13    intellectual property, and related assets.

14                 I'm also seeking turnover under Section 542(e) of

15    financial records and access credentials.                 That includes bank

16    records, cloud accounts, tax returns, and corporate

17    information.

18                 The Bankruptcy Code unambiguously requires turnover

19    and accounting of this estate property.              A brief opposition is

20    filed by Mr. Lavalley.           The opposition does not specifically

21    oppose turnover.       Rather, it argues that Mr. Lavalley does not

22    have possession of the property or records, or that such items

23    are out of his custody and control, and in the possession of

24    third parties.

25                 The opposition does not deny knowledge of where these


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                                     4
 1    things are.        It doesn't deny the existence of the assets.

 2                 Leaving aside whether I find the assertion that he

 3    doesn't have these items to be credible, if this assertion is

 4    true, Mr. Lavalley still needs to account for this property.

 5    He needs to identify its location.             He needs to identify who

 6    has it.    To date, none of that has happened.

 7                 Without records and without this identification,

 8    without an accounting of the estate property, I can't move this

 9    case forward.        Mr. Lavalley's opposition suggests that the

10    assets in the debtor have already been transferred or held by

11    third parties, so there is a very real risk of lost

12    participation.        I believe it's imperative to move quickly, and

13    I'm asking the Court to order turnover and accounting, and I'm

14    asking the Court to impose some structure and some deadlines on

15    this case.

16                 Additionally, there was a -- except and apart from

17    the opposition, Mr. Lavalley filed a motion to continue this

18    hearing.     It's unclear to me whether that is before the Court

19    today, but to the extent there's a request for a continuance,

20    I'm opposed to that request.           A substantive response to the

21    motion has already been filed.            That response is effectively,

22    sorry, don't have it.         Additional time isn't going to change

23    that position.

24                 Moreover, delay materially prejudices the estate as

25    every day I don't have this information and every day I don't


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                                     5
 1    have whatever assets are available for turnover, the risk of

 2    lost participation increases.             Accordingly, I believe this is a

 3    situation where court intervention is appropriate.                 I'd ask the

 4    Court to enter a structured compliance order with specific

 5    deadlines for turnover.

 6                Unless the Court has any further questions for me,

 7    I'll go ahead and yield back.

 8                THE COURT:        Have you had any conversations directly

 9    with Mr. Lavalley?

10                MR. SIMS:        I have not.    Until Mr. Lavalley filed his

11    opposition, I didn't have so much an email for him.                  I know

12    that petitioning creditors made some efforts to serve

13    Mr. Lavalley, and they can speak to those efforts a little bit

14    further.

15                THE COURT:        Okay.    Mr. Lavalley, I'm sorry, I keep

16    mispronouncing your name.             I apologize.

17                MR. LAVALLEY:        That's okay.

18                THE COURT:        Mr. Lavalley, have you spoken to any

19    attorney in terms of maybe obtaining representation in this

20    case?

21                MR. LAVALLEY:        The company has no money to pay an

22    attorney, nor do I personally.

23                THE COURT:        Okay.    So given that -- well, I guess

24    what I would like to hear is your side of the story.                  Maybe

25    that would be helpful to all of us.


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                                      6
 1                MR. LAVALLEY:        Yeah.    So I do not have possession,

 2    custody, or control of the requested materials.                  I don't have

 3    access to company systems, records, or physical assets.

 4                THE COURT:        Why not?

 5                MR. LAVALLEY:        Those were all transferred back in

 6    October to a secured creditor.

 7                THE COURT:        And which secured creditor would that be?

 8                MR. LAVALLEY:        I believe, to the best of my

 9    knowledge, Autonomous Ops.

10                THE COURT:        Say that one more time.

11                MR. LAVALLEY:        Autonomous Ops.

12                THE COURT:        Can you spell that?         For some reason,

13    we're not understanding very well on this side.

14                MR. LAVALLEY:        I don't know how to spell it.

15    Autonomous.        I believe there's three UCC filings on record with

16    the State of Delaware.

17                THE COURT:        Okay.   And so you turned over the books

18    and records in addition to all the property of the debtor?

19                MR. LAVALLEY:        All assets, all records were

20    transferred back in October.

21                THE COURT:        Okay.   And did that satisfy whatever debt

22    was owed by the company to the secured creditor, or is the

23    secured creditor still owed money by the company?

24                MR. LAVALLEY:        It did satisfy that debt.

25                THE COURT:        Okay.   Is there anything else you'd like


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                                      7
 1    to tell the Court?

 2                MR. LAVALLEY:        No, that's it, Your Honor.

 3                THE COURT:       Okay.

 4                MR. LAVALLEY:        Thank you.

 5                THE COURT:       Thank you.    Ms. Armstrong, on behalf of

 6    the petitioning creditors, why don't you explain to me kind of

 7    your role here and -- or, you know, your client's role and

 8    bring me up to speed on what caused the involuntary filing.

 9                MS. ARMSTRONG:        Of course, Your Honor.        Thank you.

10    Sallie Armstrong again on behalf of the petitioning creditors.

11                Your Honor, my clients and others invested millions

12    of dollars with Cartwheel Robotics, Inc.             They -- or loaned

13    millions of dollars to Cartwheel Robotics.               They also invested

14    equal amounts of money.

15                Mr. Lavalley, on behalf of Cartwheel, has been

16    extremely unresponsive.          It did come to our attention that what

17    I'm learning today, though I don't believe Mr. Lavalley was

18    sworn, what I'm learning today is somewhat different than what

19    we understand.      Cartwheel Robotics did business in his

20    father's -- in an office building owned by his father.

21                We were told earlier this year, we were advised

22    earlier this year, that there was personal property that -- in

23    which his father's company or his father's personally claimed

24    an interest and that he would be foreclosing on that.                 So I do

25    not know if Autonomous Ops is a company in which his father or


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                     8
 1    others is involved.          I also do not know about the timing, but

 2    we believe strongly that there have been transfers to insiders

 3    that can be set aside.

 4                What Cartwheel Robotics had, we believe, was very

 5    valuable IT.       We have no idea where that's gone, but we do know

 6    from Mr. Lavalley's LinkedIn that he has joined Google, doing,

 7    we believe, the same work at Google that he was doing at

 8    Cartwheel Robotics after taking, again, my clients' -- millions

 9    of dollars from my clients and others.              That is the reason we

10    commenced this case, and we very much appreciate the way

11    Mr. Sims, as the trustee, acted immediately to request

12    documents to which he is entitled.

13                The -- and one other point I wanted to make, Your

14    Honor, is that our understanding is Mr. Lavalley's sister was

15    the chief operating officer of this company.                So there are

16    quite a few things that need to be sorted through here for the

17    protection of my clients' interests and others.                 I'm not sure

18    how we begin to do that, but I believe that Mr. Lavalley,

19    certainly because of these family connections, and I believe

20    the family is the one who has these assets, has the ability to

21    acquire these documents and turn them over to the trustee or

22    certainly to provide the trustee with the information the

23    trustee needs in order to get those.

24                And, you know, I would ask that the Court grant the

25    trustee's motion.       What we have done, and you may have seen


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                    9
 1    this in the docket, is we have provided notice to every address

 2    that we have.       And we did serve the involuntary petition on the

 3    registered agent in Delaware, which is how we effected service

 4    of the involuntary petition.

 5                But we also tried to serve personally.               But

 6    Mr. Lavalley and his family did a very good job of avoiding

 7    service.    Also, Your Honor, we have been able to check real

 8    quickly, and by the way, Autonomous Ops is controlled by

 9    Mr. Lavalley's father, according to the information we were

10    just able to obtain.          So I think there's quite a bit for the

11    Court to consider and review here.

12                THE COURT:        Thank you, Ms. Armstrong.         I appreciate

13    that background.

14                Okay.    Mr. Sims, is there anything else you'd like to

15    add?

16                MR. SIMS:        Yes, Your Honor.     Likewise, I'm looking

17    into Autonomous Ops Inc., and for the record, that is spelled

18    A-U-T-O-N-O-M-O-U-S, OPS, O-P-S, Inc.             The president is listed

19    as Bill S. Lavalley, who I'd want to (indiscernible) and

20    information to believe it's Mr. Lavalley's father.                 The

21    secretary of that entity is Samantha Conway, who is also the

22    chief operating officer of the debtor.

23                So there is some concern that Mr. Lavalley is coming

24    in here today and saying all of the assets of the company,

25    which appear to have been quite valuable, are transferred to an


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                                 10
 1    entity that is controlled by his family members.                I think that

 2    underscores the need for the transfers to be identified.                  I

 3    think the assets need to be accounted for, and I think whatever

 4    information is in his possession needs to be ordered turned

 5    over.

 6                THE COURT:       Okay.   Thank you, Mr. Sims.        I appreciate

 7    the follow-up information, which the Court now has.

 8                So in connection with the Chapter 7 trustee's two

 9    motions for turnover of bankruptcy estate property at Docket

10    Entries 13 and 18, the Court considered Mr. Sims' declaration

11    at Docket Entries 14 and 19; and the response and limited

12    opposition filed by Scott Lavalley, president of the debtor at

13    Docket Entry 30;, Mr. Lavalley's motion to continue the hearing

14    at Docket Entry 31; and the trustee's omnibus reply at Docket

15    Entry 33; and the trustee's opposition to the motion to

16    continue at Docket Entry 34.          And the Court takes judicial

17    notice of the record as permitted by Federal Rule of Evidence

18    201.

19                The Court also takes into account the statements of

20    the trustee counsel for the petitioning creditors and

21    Mr. Lavalley.      The trustee's motions were properly served and

22    no further notice is necessary.

23                Mr. Lavalley, your motion to continue is denied.

24    There are rules for noticing up certain motions and so because

25    you're unrepresented and the company is unrepresented, it was


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                   11
 1    not properly noticed, and further the basis for the continuance

 2    is without merit given your response to the trustee's motions.

 3                Turning to the trustee's motions, the Bankruptcy Code

 4    requires a Chapter 7 trustee to, among other things, collect

 5    and monetize property of the estate and to investigate the

 6    financial affairs of the debtor.           That's Code Section 704.           And

 7    to enable the trustee to do that, the Bankruptcy Code also

 8    provides that after notice and hearing, which is what is

 9    happening right now, the Court can enter an order requiring

10    turnover of the debtor's property documents and information

11    regarding the debtor's property or financial affairs or

12    disclose that information to the trustee.                That's Code Section

13    542(a) and (e).

14                And while the Court understands, Mr. Lavalley, that

15    you may not have possession, custody, or control of the

16    property or the financial documents and records that the

17    trustee is seeking, you have a duty to cooperate with the

18    trustee and to provide all of the information you have

19    regarding those things to him so he can do his job.                  Based on

20    the circumstances before the Court, the Court finds good cause

21    to require turnover of the documents, property, and information

22    set forth in the motions that may be in your possession,

23    custody, or control, Mr. LaValle, and to require you to provide

24    your full cooperation to assist the trustee to obtain what he

25    requires.


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                     12
 1                 So based on the foregoing, the Court will enter an

 2    order granting the requested relief.             And if you upload a form

 3    of order, Mr. Sims, Local Rule 9021 is waived.

 4                 MR. SIMS:       Thank you, Your Honor.        I will do so.

 5                 THE COURT:       Thank you.    And with that, we are

 6    adjourned.     Thank you, all.

 7                 MS. ARMSTRONG:       Thank you, Your Honor.

 8          (Proceedings concluded at 10:48 a.m.)

 9                                       * * * * *

10

11

12

13

14

15                             C E R T I F I C A T I O N

16

17                 I, Heidi Jolliff, court-approved transcriber, hereby

18    certify that the foregoing is a correct transcript from the

19    official electronic sound recording of the proceedings in the

20    above-entitled matter.

21

22

23    ____________________________

24    HEIDI JOLLIFF, AAERT NO. 2850               DATE: April 30, 2026

25    ACCESS TRANSCRIPTS, LLC


      $&&(6675$16&5,376//&                    86($&&(66 


                       EXHIBIT &


                       EXHIBIT &


                          UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF NEVADA (RENO)

                                    .
      IN RE:                        .            Case No. 26-50278-hlb
                                    .            Chapter 7
      CARTWHEEL ROBOTICS INC.,      .
                                    .            300 Booth Street
                                    .            Reno, NV 89509
                       Debtor.      .
                                    .            Tuesday, June 9, 2026
      . . . . . . . . . . . . . . . .            1:03 p.m.


       TRANSCRIPT OF DOC# 41 MOTION TO DESIGNATE RESPONSIBLE PERSON
          FILED BY BRADLEY G. SIMS ON BEHALF OF BRADLEY G. SIMS
                  BEFORE THE HONORABLE HILARY L. BARNES
                   UNITED STATES BANKRUPTCY COURT JUDGE


     TELEPHONIC APPEARANCES:

      For the Debtor:                 SCOTT LAVALLEY (PRO SE)
                                      5586 Rivers Edge Dr.
                                      Fallon, NV 89406
      For the Petitioning             McDonald Carano
      Creditors:                      By: JIMMY DAHU, ESQ.
                                      2300 W Sahara Ave #1200
                                      Las Vegas, NV 89102
                                      (702) 873-4100
      For the Chapter 7               Houmand Law Firm, Ltd.
      Trustee:                        By: JACOB HOUMAND, ESQ.
                                      9205 W Russell Rd, Bldg. 3, Ste 240
                                      Las Vegas, NV 89148-1425
                                      (702) 720-3370
      Audio Operator:                 Natalie Clarke, CRD

      Transcription Company:          Access Transcripts, LLC
                                      10110 Youngwood Lane
                                      Fishers, IN 46048
                                      (855) 873-2223
                                      www.accesstranscripts.com
           Proceedings recorded by electronic sound recording,
      transcript produced by transcription service.
1


     $&&(6675$16&5,376//&                   86($&&(66 


                                                                                      2
 1          (Proceedings commence at 1:03 p.m.)

 2                THE COURT:         Good afternoon, all.         This is Judge

 3    Barnes.     Our one o'clock matter is Cartwheel Robotics, Inc.,

 4    26-50278.     This is a hearing on the trustee's motion at Docket

 5    Entry 41, which is a motion to designate a responsible person.

 6                Appearances for the trustee, please.

 7                MR. HOUMAND:         Good afternoon, Your Honor.           Jacob

 8    Houmand, appearing on behalf of the Chapter 7 trustee.

 9                THE COURT:         Thank you, Mr. Houmand.         And, Mr. Sims,

10    are you with us?

11                Okay.      For the petitioning creditors, please.

12                MR. DAHU:         Good afternoon, Your Honor.          Jimmy Dahu on

13    behalf of the petitioning creditors.

14                THE COURT:         Thank you, Mr. Dahu.

15                THE COURT:         And, Mr. LaValley?

16                MR. LAVALLEY:         Yes, Your Honor, I'm here.

17                THE COURT:         Thank you.    And, Ms. Conway, are you here

18    as well?

19                Is there anybody else who would like to make an

20    appearance?        Okay.

21                Mr. Houmand, do you want to give the Court an update

22    about what's going on in the case and maybe what may be germane

23    to our proceeding today?

24                MR. HOUMAND:         Sure, Your Honor.         As it stands right

25    now, the trustee has served several subpoenas on behalf of


      $&&(6675$16&5,376//&                     86($&&(66 


                                                                    3
 1    various parties, including Autonomous Ops, which was the entity

 2    that previously owned real property where the debtor leased its

 3    premises, as well as 6127 Reno Highway LLC, which acquired that

 4    same property and was the landlord.

 5                There was some testimony from Mr. LaValley at the

 6    most recent 341 meeting that prior to the bankruptcy filing all

 7    of the personal property of the debtor was foreclosed upon by

 8    the landlord, pursuant to a secured promissory note that was

 9    executed in -- several years before the bankruptcy filing.                    And

10    the trustee is still reviewing some documentation to determine

11    if there are any avoidance actions that can be pursued against

12    the landlord on account of this foreclosure.

13                The debtor's 341 has been continued until -- I

14    believe it's set for June 12th, 2026.            And at this point, the

15    trustee does not have any bankruptcy schedule, statement of

16    financial affairs, or a creditor matrix on file.                And that's

17    the primary reason why the trustee has brought this motion

18    today.

19                And if it's okay with the Court, I'd like to go into

20    a couple of reasons why we think Mr. LaValley is the

21    appropriate person that should be designated to perform these

22    acts on behalf of the debtor.

23                THE COURT:       Okay.   So I know that you didn't take a

24    position in your reply in connection with designating anyone

25    else in addition to Mr. LaValley as an appropriate, responsible


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                      4
 1    person.    Based on Mr. LaValley's supplement at -- what is that,

 2    Docket Entry 69, he states that Ms. Conway maintained financial

 3    records, had QuickBook credentials, processed payroll, has

 4    information regarding bank account access.               So what is your --

 5    given that supplement, is there anything that makes you think

 6    that perhaps Ms. Conway would be a good additional responsible

 7    person?

 8                MR. HOUMAND:         We certainly do not oppose also

 9    designating Ms. Conway as an additional party under 9001(b)(5).

10    The trustee's primary concern was designating Mr. LaValley.

11    And then to the extent that there are additional parties, like,

12    such as Ms. Conway, who has access to that financial

13    information, the trustee certainly does not oppose also

14    designating her.

15                THE COURT:       Okay.    So you've seen Mr. LaValley's

16    objection and the supplemental pleading that he filed.                    And

17    have you had any conversations with Mr. LaValley about

18    assuaging his concerns?           Or is there anything you can say today

19    that may help in that regard?

20                MR. HOUMAND:         I have not had any conversations with

21    Mr. LaValley after the 341 meeting.            But to the extent that --

22    to assuage any concerns that he may have, I know that one of

23    the initial oppositions he had was that -- in the pleadings he

24    filed was that he's not in physical possession of some of these

25    documentations and he's concerned about recreating things on


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                      5
 1    behalf of the debtor.         And the trustee is not asking the Court

 2    to require him to speculate, fabricate information, or certify

 3    facts outside of his knowledge.           The trustee is just asking for

 4    an order requiring him to perform the debtor's duties based on

 5    information within his knowledge, possession, custody, or

 6    control or reasonably available to him.

 7                And to the extent that certain information is

 8    unavailable to Mr. LaValley, he could simply identify what is

 9    missing and why it is unavailable.            And we think that he is the

10    most appropriate person because he was the individual that

11    signed the promissory note with the landlord on behalf of the

12    debtor that resulted in the foreclosure.

13                He also signed a non-binding acquisition proposal

14    with Engineered Arts before the bankruptcy filing.                And these

15    documents are actually on the docket because 6127 Reno Highway

16    LLC filed a pleading at 73 that essentially was a document

17    production to a subpoena that was served by the trustee.                  And

18    so he was the individual acting on behalf of the debtor during

19    these crucial moments before the bankruptcy filing.                 And so we

20    think that he is then the appropriate party to act on the

21    debtor for those reasons.

22                THE COURT:       Okay.   Thank you.     Anything else before I

23    turn it over to Mr. Dahu?

24                MR. HOUMAND:         No, Your Honor, unless there's any

25    other questions for me.


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                         6
 1                THE COURT:        Okay.   Thank you.

 2                Mr. Dahu.

 3                MR. DAHU:        Good afternoon, Your Honor.         And just to

 4    give you kind of additional background on why we believe

 5    additional parties need to be designated, we certainly support

 6    the trustee's motion to designate Mr. LaValley.                 We also

 7    believe that Samantha Conway, his sister, and his father, Bill

 8    LaValley, should also be designated.

 9                Bankruptcy Rule 9001(b)(5) allows the Court to

10    designate all of the corporate debtor's officers, directors,

11    and persons in control.          So Mr. LaValley was the CEO.          Samantha

12    Conway was the COO.          And as you noted previously, Your Honor,

13    she was the individual that pretty much handled the day-to-day

14    business operations as Mr. LaValley testified to at the 341

15    meeting.

16                You know, as one example, Mr. LaValley expressed a

17    lack of knowledge, as he had before Your Honor at prior

18    hearings, regarding the identity of the landlord.                 And various

19    times said that Samantha Conway would likely have information

20    related to various questions asked by the trustee.

21                So Samantha Conway, regardless of who's the landlord,

22    whether it's Autonomous Ops or 6127 Reno Highway, Samantha

23    Conway was also -- she was the secretary of Autonomous Ops.                    I

24    believe she still is.          She was a manager of 6127 Reno Highway

25    until recently.      There appears to be a recent update with the


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                    7
 1    Nevada Secretary of State apparently removing her as a manager.

 2    The records disclosed, pursuant to the trustee's subpoena in

 3    Mr. LaValley's 341 testimony, reflect that Mr. LaValley, as

 4    both the CEO and the alleged sole board member, approved a note

 5    and security agreement to collateralize back rent owed to his

 6    father, the landlord.          Then a UCC lien was not recorded until a

 7    year later on October 21st, 2025.

 8                And to Mr. Houmand's point, that was the same day

 9    that EA made a non-binding acquisition offer to Cartwheel.                     So

10    EA made a non-binding acquisition offer to Cartwheel on

11    October 21st, 2025.          And within minutes of each other, 6127

12    Reno Highway, Scott LaValley, and Samantha Conway all filed

13    UCC-1s, collateralizing all of Cartwheel's assets.

14                The next day, Mr. LaValley signed a non-binding

15    acquisition agreement with EA.            Sometime in December, Scott --

16    Mr. LaValley then attempted to negotiate favorable terms with

17    EA for acquisition of Cartwheel assets.              EA wanted to tie in

18    payment of creditors into any sort of acquisition, and

19    Mr. LaValley, based on the information that's been disclosed in

20    the docket, that was not acceptable to him.                He wanted more

21    favorable terms for himself.

22                Sometime in December of 2025, Mr. LaValley

23    voluntarily turned over all assets to Bill -- to his father,

24    the landlord, and alleged satisfaction of 6127 Reno Highway's

25    lien.    And I'll direct Your Honor and Mr. Houmand to 6127 Reno


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                                     8
 1    Highway subpoena responses, Docket 73, Page 157 of 200.                   It's a

 2    notice of voluntary vacation of premises, support signed by

 3    Mr. LaValley, where he basically tells his father, on behalf of

 4    6127 Reno Highway, I've kept all assets in the lease premises,

 5    but, to quote, "the company has retained only its bank account

 6    and records necessary for final payroll, legal obligations, and

 7    dissolution activities as agreed."            So in that document, he's

 8    saying, I've retained all these records.             Now he's telling the

 9    trustee and all these other parties that he doesn't have any of

10    these records.      So those are, again, additional inconsistent

11    statements from Mr. LaValley.

12                 Nevertheless, after he presented this notice of

13    voluntary vacation of premises, both he and his father

14    continued to engage in discussions with EA regarding an

15    acquisition of Cartwheel assets, with the focus being on paying

16    the landlord's alleged security interest and not really paying

17    creditors.     So paying the landlord's security interest and

18    providing favorable terms to Mr. LaValley.

19                 So the documents produced via the subpoenas and on

20    the record just lead to a logical inference that there are

21    cherry-picked disclosures.         There's no credible explanation

22    why, for example, Mr. Bill LaValley, the father, has a July

23    2024 email from Cartwheel that apparently has discussions with

24    my client, Gene Wong, that apparently supports -- I believe

25    that Mr. Scott LaValley believes supports his claims that


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                     9
 1    investors knew of all these things.            But he doesn't have

 2    anything else during the critical time period as requested by

 3    the trustee.

 4                The other documents in the case reflect that

 5    Mr. LaValley has Cartwheel's emails from as late as February of

 6    2026.    He testified at the 341 meeting -- he couldn't give us

 7    an exact date of when he formally left the company.                 We've

 8    heard early December.        We've heard mid-December.          I believe he

 9    filed a proof of claim yesterday saying he worked through

10    December 31st.

11                But those emails in January and February of 2026 that

12    he's filed in the docket where he's communicating on a

13    Cartwheel email, his proof of claim that he just filed, he has

14    payroll records for himself, but yet he claims to have payroll

15    records for no one else.         So for all these reasons, we believe

16    that this is kind of a family enterprise.

17                So Nancy Conway was the COO.           He testified she ran

18    the day-to-day business operations.            You noted earlier with

19    Mr. Houmand that he even noted that in his response to the

20    petitioning creditors' joinder.           Mr. Bill LaValley, his father,

21    is the landlord that he claims to have taken all of Cartwheel's

22    business records, despite ECF 73, Page 157 of 200, Scott signed

23    by Mr. LaValley.

24                So for all these reasons, we not only support the

25    trustee's motion to designate Scott LaValley, we also believe


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                         10
 1    Samantha Conway and Bill LaValley should also be designated,

 2    Your Honor.        And with that, I rest unless you have any

 3    questions.

 4                 THE COURT:        Thank you.     I do have a question with

 5    regard to Bill LaValley.           I know that he was the landlord and

 6    he's the principal of Autonomous Ops and the 6147 Reno Highway.

 7    But what about 9005 would bring Mr. LaValley into the fold as a

 8    responsible person?

 9                 MR. DAHU:        Well, I believe he fits -- we believe he

10    fits into 9001(b)(5)(A), any other person in control.                   So he

11    was the landlord.

12                 THE COURT:        But --

13                 MR. DAHU:        Samantha Conway, the COO --

14                 THE COURT:        Well --

15                 MR. DAHU: -- of Cartwheel, was also --

16                 THE COURT:        But hold on.     Let me interrupt you.         So

17    any person in --

18                 MR. DAHU:        Yes, Your Honor.

19                 THE COURT:        In any person in control, and I think in

20    my mind when I say -- when I see in control, when you're

21    talking about who's going to be a responsible person for the

22    debtor, you're talking about a party who's in control of the

23    debtor.    And I don't believe that Mr. -- I haven't seen

24    anything in the record.           Maybe you can direct me to it.            But

25    nothing about Mr. LaValley, the father, being a director,


      $&&(6675$16&5,376//&                     86($&&(66 


                                                                                     11
 1    officer, somebody in control of the debtor.                And so I'm just

 2    wondering whether I missed something in the record.

 3                MR. DAHU:        No, no Your Honor, and that's a fair

 4    comment.    I believe our -- and I could have addressed it in a

 5    better manner.       We believe he's a person in control via the

 6    landlord.

 7                Not only was Samantha Conway, the COO, also a party

 8    that managed 6127 Reno Highway and also the secretary of

 9    Autonomous Ops and presumably had communications both in her

10    role as an executive of Cartwheel and as an executive with the

11    landlord, but we believe all of these were basically insider

12    transactions.       There's no reason to collateralize back rent.

13                And then, you know, all of this foreclosure process

14    was very voluntary on Cartwheel's part, which indicates

15    collusion, which indicates control by the landlord.                  And that's

16    kind of our argument as to why he's a person in control.

17                THE COURT:        Okay.   Thank you, Mr. Dahu.        I appreciate

18    it.

19                Mr. LaValley, I'm interested in your take on this.

20    But I find your 22-page single-spaced supplement very

21    interesting.       It's written -- you wrote it in a passive voice,

22    which oftentimes says that things were done, but it didn't say

23    who did them or when.

24                So as I was reading your supplement, it led me to

25    more questions.       For instance, when you say the debtors' books,


      $&&(6675$16&5,376//&                    86($&&(66 


                                                                   12
 1    records, systems, assets, technical material, and institutional

 2    knowledge were distributed across multiple people, entities,

 3    devices, cloud services, repositories, counsel, former

 4    employees, and third-party platforms, I want to ask, well, who

 5    distributed the books, records, assets, technical material,

 6    which people, which entities, which devices, which counsel,

 7    which former employees, and when were these things all

 8    distributed?       When you say the debtors' remaining assets were

 9    assigned to the landlord in December 2025, who actually pulled

10    the trigger on that assignment?             That was you, correct?

11                MR. LAVALLEY:        That was me, yes, Your Honor.

12                THE COURT:       Okay.      And when you -- when the debtor

13    ceased its operations and lost or surrendered its premises and

14    laid off its team and no longer had normal operating access,

15    you were the person who was in charge of winding down the

16    company, correct?

17                MR. LAVALLEY:        That's correct.

18                THE COURT:       So you had to lay off the team?

19                MR. LAVALLEY:        Yes.

20                THE COURT:       Okay.      And when you no longer had normal

21    operating access to your systems, was that something you

22    relinquished?

23                MR. LAVALLEY:        Everything was assigned and

24    relinquished.       And there was an agreement with the landlord

25    that he would allow me to wind down the company.


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                    13
 1                 THE COURT:      Okay.   So when you say that Ms. Conway

 2    maintained the financial records and had the QuickBook

 3    credentials and processed payroll and has information regarding

 4    bank account access and banking credentials and insurance and

 5    day-to-day operational records, is that based on your personal

 6    knowledge?

 7                 MR. LAVALLEY:       Yes, as the president and CEO of the

 8    company, yes.      She maintained all those records.

 9                 THE COURT:      Okay.   And so did you work day-to-day

10    with Ms. Conway?

11                 MR. LAVALLEY:       Yes, day-to-day.

12                 THE COURT:      Okay.   And did your father, Bill

13    LaValley, have any role in the company?             Was he a director or

14    an officer?

15                 MR. LAVALLEY:       No, absolutely not.

16                 THE COURT:      Say that again.     I'm sorry.

17                 MR. LAVALLEY:       No, he was uninvolved.        He was

18    uninvolved in every aspect.

19                 THE COURT:      Except for being the landlord who had a

20    security interest in the company.

21                 MR. LAVALLEY:       That's right.

22                 THE COURT:      Okay.   And when -- maybe you don't know

23    the answer to this, but Ms. Conway states that she's a

24    creditor.     Is this because she loaned money to the company?

25                 MR. LAVALLEY:       Yeah, we both loaned money to the


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                      14
 1    company.

 2                THE COURT:       Okay.    Okay.   Those were my questions,

 3    but I'm interested in your response.            I realize -- well, I'm

 4    interested in your response.

 5                MR. LAVALLEY:         I don't oppose being designated as an

 6    individual party as long as I'm not required to produce

 7    anything or create schedules from documents I don't, you know,

 8    possess or control or have access to.              I'm more than willing to

 9    continue supporting the trustee and attending the 341 meeting,

10    but I'm very limited in what I have access to.

11                THE COURT:       Okay.    And what do you think about

12    Ms. Conway also being a responsible party, given her role at

13    the company?

14                MR. LAVALLEY:         I don't want to speak for her.          She

15    may or may not have information, but I suspect her response may

16    be similar to mine, which is, you know, everything was assigned

17    over to the secured creditor, the landlord.

18                THE COURT:       Okay.    Anything else?

19                MR. LAVALLEY:         That's all I have, Your Honor.

20                THE COURT:       Okay.    Thank you.    Mr. LaValley, I

21    appreciate it.

22                Mr. Houmand, back to you.

23                MR. HOUMAND:         Yes, Your Honor.    I don't have much to

24    add, except I would also mirror the points raised by counsel

25    for the petitioning creditors.           I think between Mr. LaValley


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                   15
 1    and Ms. Conway, they should have sufficient information to put

 2    together bankruptcy schedules, to the best of their knowledge,

 3    statement of financial affairs, a creditor matrix, and continue

 4    to testify in the then continued 341 meeting to help the

 5    trustee put together the debtor's prepetition assets and some

 6    of the questionable transactions and assist generally with the

 7    recovery of assets for creditors.

 8                THE COURT:       Okay.   Thank you.     The Court reviewed

 9    Docket Entries 30, 41 through 43, 47, 65, 68 through 71, and

10    takes judicial notice of the record in this case pursuant to

11    Federal Rule of Evidence 201.           The Court also takes into

12    account the statements of counsel and of Mr. LaValley, and the

13    Court finds and concludes the motion was properly served and no

14    further notice is necessary.

15                Based on the record, the Court finds and concludes

16    that Mr. LaValley is the proper designee under Federal Rule of

17    Bankruptcy Procedure 9001(b)(5) to act as the responsible

18    person for the debtor, and Mr. LaValley does not oppose being

19    named as the designated person -- I'm sorry, being designated

20    as the responsible person.           He was concerned solely with having

21    to recreate books and records.

22                While he may not have possession, custody, and

23    control of the debtor's books and records, his supplemental

24    response at Docket Entry 69 demonstrates that Mr. LaValley is a

25    knowledgeable person regarding the debtor's prepetition


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                                    16
 1    business operations and its cessation of operations, and

 2    Mr. LaValley can perform or cause to be performed the debtor's

 3    duties based on his current knowledge and information, and he

 4    can also provide information to the trustee in connection with

 5    anything he does not have.           He appeared at the 341 meeting of

 6    creditors and is cooperating with the trustee as the trustee

 7    tries to get up to speed.

 8                And Federal Rule of Bankruptcy Procedure 9001(5) --

 9    I'm sorry, 9001(b)(5), on its face, specifically states that

10    more than one party may be designated as a responsible person.

11    And based on the record, the Court will also designate

12    Ms. Conway as a responsible party, given her role as the chief

13    operating officer and the fact that she handled day-to-day

14    operations and the fact that she handled payroll and maintained

15    financial records and had QuickBook credentials and bank

16    account access and insurance information.

17                It seems as though Mr. LaValley and Ms. Conway can

18    work together to put together the best statements and schedules

19    possible under the circumstances.           It's not to say that they're

20    supposed to fabricate anything, but at the same time, it seems

21    that they worked together on a day-to-day basis and that they

22    can help each other remember.

23                So, Mr. Houmand, if you would please upload a form of

24    order and Local Rule 9021 is waived.

25                MR. HOUMAND:         I will do so.   Thank you, Your Honor.


      $&&(6675$16&5,376//&                   86($&&(66 


                                                                              17
 1                THE COURT:       Okay.    Thank you.    And we are adjourned.

 2                MR. HOUMAND:         Thank you, Your Honor.

 3                THE COURT:       You're welcome.

 4          (Proceedings concluded at 1:26 p.m.)

 5                                         * * * * *

 6

 7

 8

 9

10

11

12

13

14

15                            C E R T I F I C A T I O N

16

17                I, Heidi Jolliff, court-approved transcriber, hereby

18    certify that the foregoing is a correct transcript from the

19    official electronic sound recording of the proceedings in the

20    above-entitled matter.

21

22

23    ____________________________

24    HEIDI JOLLIFF, AAERT NO. 2850              DATE: June 11, 2026

25    ACCESS TRANSCRIPTS, LLC


      $&&(6675$16&5,376//&                   86($&&(66 


                       EXHIBIT '


                       EXHIBIT '



                         
        
    




           



!" #$% &' $
  ()
%  '' * (*
 +





,)-+.( )




% /      
 0/ 0   *
   */+ 1/ '   
    

 *2/  *' * 0 * 
 )(    *
*(   '/ )

1/) 3  * *   /   *) 4  /   / '  00    
' * 
+

.)(  //  2
).)

%/ /)%/ / ** ')3 **/ 0
0  *)





 -)




%*   /')(   0    )  
',)50/  / )


6

7
5 
0 0&!)




%,)4+4*(/' +


6

7/ 4 
0 0 8  &* ) %*       ,/ 5 '   
',4 * &  )





1/,5 / ')4 (/ *  '
 */+# '(' 
 0)

9/ * 00) 0/**  '
/ )  
)

% *  0    * *       
/    *) 9  9
)(  *6 )

% ,)-0  *''/   '*
 +





('&:10 **)




1/* ' **/  +; /)%* / 
/ 
  *0/ 
0 0*
  */+

(
 )%**/ '/ 0*
  
         * 0  */ 
+# )

1/**/ '/ *  0  */ +





1/*  0)




1/*'/ /*  * 
+  
/)%**/ / 0  */ +

# )%** / **/ 0/*  
0 0*
 +
.)

%* *
 / /+




# )





1/) 1/    
    0  0*    */ * (  
  6
 *   0   0 /  /  </) 4* ( *   0  0  
 /*
 *0 
/+





8     * ' ' *   ' 
/  /    
0*0 )




1/ / * 
/ /0   *' 
0 0
*
  /  /+9*
 )1' 
0 0*
 *   
   )

4*/ // 0 //* 0+





# ) ' * 0 '*'
''**' )




4 / ' // '+





(*  )




1/)4 /  ' /'/ ' *'+





('

/
 *# 
/4
0)




  / /# 
/4
' *


+





/)





1/)%) /(' *= 
 *
  **

/ ** 0)

%) / * 0** 
0 0*
 +





( )




1/)( '// *  * 0** 
0 0
*
 +





(*    * 0  )




1/)%) 
'*  */ '* '
*
 /   
      */ 6 
 ( *     0 '    
0    **/  *' ' * */0 *

' '* 00  ' */)

1/) /  = 
   /* 0  )
''*
 0 *+





  * / 
/+




  ' /0 *+ '  /*
 0 *+





%
 0 / )%
 0 / + 0 >  
/)




1/)





 (0 *0/ )





  /

  


+8

/

 )





1/)(' **/   0&1?(4)




1/)1&1?(4) 0)

% )%* '  *
  ' / 0 * ' / 0 / ' +      --&
   +

('   )%) '/   +




.)




1/)%*'/ 0   '+ & && +

('&& (
)&& )1/)

%*  )))- 00) /
0 / )

%)4**
    +# )

1/)  '  '  * 0*
 +





9 /'0 **
/& '/*/0)




%)%*' '**/+





(*  
('/ *" @)1/)






 @)  /*/ *" *
 */ 


' /'  *)% >/)

(0 /+




1/).)




.)%)4* '  0 ' +





.'  /* * )




1/) * * /* +.)

%
 (**/   @ 0 /+




.).)




1/)%*' *** +





(*  
0  0
'=0')




1/)        +, 
 +

('

/      ),     +-
 +

,  +,       
 ( */)1/)

%)1/)%***/ 0 0/ '+

  / *+# )# ( ' 0)

%) /  0 '+






(*  
 )




1/) %* (  ' /  * *  *  /)    /  
    
 /+





90' /'' /
    *'   )




1/) / * +.)

1/)4* /< 
  * *+.)

%)   */ *+





(
'*&)




&) ' **
   00+& '/)

1/) / '&:1+('&:1)

%*'&11+'&11)%)

  /  00+# )4**
 
 * 0*  +





.)  * 
 *+,  ' / 0
)




1/) 'A )(  * *'*/ *//)

 *

' '
 0
 *+





(
9  00'
  

)





1/)





3    )




1/)





B
& )%*(,*%)(*   ')

( *)




1/)%)%/ 
 *
+





%*(& '/'
 *
0   * 0)




1/);   * 0)4 / 0'

+





(
A/')




1/) 0  0
 **+.)

%) *0  +





.)




%)  * *+&   )


1/)%*' '/    +





  * / 0 0
'&,/)&,/)




95 **5)1/)4 / ' 5 **5+

&)





(*  
)




%)





%*'*;'* )




1/)





%*:*(*  A (   '0 A' /)




1/)%*' 0'0 '/+





9''/ )(':)




1/) :*' *   )4 / '0''+





( *      0  0 ) (          ) (      0 (  0* 
  )





1/)





$$;+$%335(%#9(;$:(9%)




1/) / '  (   )%)

1/) 1/        *  ) 4  /   ' 0     
    0 +





( *)




1/)%)  * /  0  
0 0*
 +





  / 00 +




   2/'  *0 *'* 
 '**+ * 0+





# '*  )1/)




%) / =*
 * +





# )1/)( 
/+




(2/0'/* 00*' )






(/
  
 */ 
C       C       * 
 *
/
 *)




1/)





B(*  
>)




%)&/ 0 
 + +





9  0'*)




1/)1/)





9'*
/&,/)1/)   *$ *;*)

   *
 )




1/)





9 * /)




1/)5 '*
  
     * **+





('DB   )





%)( 0* '   '*  +





(
'  
( *)




1/); )  *0 *+

 & '/) 1/)%*    ' *  ' '  ' DB            
+





( /'DB     )




%*' * '*
  0  0 DB          +





' *
 * *)




%)4**
  / *  
      +





.)




1/)%*''+  ' +

(*   ')(*  )%)

   *,)& '/ '+ ')%)

   **
  >+ ***
 0>+





  ***''&8%
       0)





&8% 
      0*>+





  ' ' &8%)




1/)4 / 
 0+





(*  
 0)




1/) %*   '  / 0*  >+ 4*  &8%   *     
 / **/0 
0+

5 '**' +





(*  )(/**'/0*)




1/)4**
 0/>+





(
'* 0'=0'*00
*  /*
'/'*)




1/)4 / / 0''0*+





(
&0 &  * *#*)




1/) >/0*+





(
/'*  )1/)




  />>**+





(*  
 )




  />**+





(*  
 )




  '>/0 '*
 0*+





(*   ')( '>/' *
)




1/)%)4 /  '0'/'*
 0*+





(*  )(*   )




1/)4 /  ''*
  > */ *+





(*  )




1/)4 /  '0*
    00*>+





4 
0
/'**  ** )1/)




  /* ** 0*
 +





# )




1/)4**
 0+





- 6'0 '+




.)





.'**  0)




1/)4 /  '' +





(*  )( /    0** )




1/)4**
 / //+





  * /  //+




4**
 / '' +4*/* 0

   *+





# 
'***  / '** '/* /)




%) '0 *+





(' *4
0/)




%)  *4


+





.)




1/)%)- )

5 ''*
 /<*+





  * ' /-)%)%*'' /+( & 0*)




& 0*
* +





9#4%'*' / * )




1/)4 /  / 0#4%+





(*  )




%) '  *+






9'  /'0 ** * )




1/) %* '    0 * *+        '   0    ' 
 /*+

  *  )1/) '' 00*+





9' /  / 0)




% )   /  *    *   ** / / /   /  0  *    ' 
 /'<*+1'** /*+





(  /*  /)




1/)4 / 
  '/ +





(*  ),/
C
       )




1/)4 / 
  '+





,/
0)1/)%)

(''**'
*(  ''
)




%)%* 
 ' *



 +






.  *)




%)1/) / **  
 +





  * * 00*)




1/)%*'** >0 0*+





# )




1/) /** =/ /+





# )9/'*
 )




1/)4**
  /+.)

%)5 '/ /**+8

/)

1/)   */ +)

1/)%*'/  /  0'<*+





  */  //)




4 / ' +





    0+3 ()




1/)%) / >0*+





( )




%)%*'0 E 0*=/+





(' * 
(*   ''0 )




1/)('0 /*/) 0 
*  /+





(
3 **)1/)




%*'/ >/*+





(' /**
// )




%)4**
 /
// >+




# )




%) '*
 =*   />+





(*   )('' /) ' *)




(** ' *
).  )( * )

%) ' /  *
     *+





:/'** ** ** )




1/)





 ' *
(%   1 /( %   1)




1/) '/ '0** /  /%   1+





(
 ' *'*)




%)%*/    0*
    *+





:/'*  0/*
)




%)%* * /' *+





(*   / 0 0' '*0 *
0
(
**/)




% ) 4*  *
   /   **    / *  00*


+ * +

  /  ** * /*/+





# )%) )))

# 
))).)




%); )  0'
 *(   *)

  / 0
'*
 0  *+$
 )1/)

%*' *****
  *+





   **) )))('**  *)

  '*  *)




1/) '/ *  * '/ * )))




  '* ' )




1/)%) )))

- )4**
 /+.)

%)5 '***
 

6 >/+





(*   '/
  >/C )1/)




 ' *
 **
 >*+






.)1/)




%)%) ***
   +





(
 ( ' * * 00 '  '  *  4
 0 
4
)




%)%***)))5 '**'** '+

4*  '*'** '+





('00 )('00 +(/'  0 /)




1/)





%*   *      )




1/) '**)))





9  )))F  
)




1/) / //   0 /)4*4
+

.)%) # 
/ /*/ 0 /*4
 +

8/ 0 /+





# )# )('0 *
  0 /1
)




1/)





 1
/ )))8*
/  4
)




% )   /  *)))    1
 /  *   0   0  *  * /  
    0 /4
+





.)%)#   )

 /) *0 /''    0 /1
)




1/)





1 /) / )))%* '/' 0)




1/)





%) '*/  /)




1/)





; / )




  /  * 0   

  /  1
 /      
  0  /


+





  *0   '/
  3        =)




 3      ' '  0
 *
+





5  )( )5 *  
/ * *'

 *
  )

%  '
 *
)




1/)





%* / /)))B' / *
 *
)1/)

 ' *)




1/)(      */)9 

 0    ** ')

 / /'3       // /' //' 
    0 /1
+





5**0  */ / >/''' 
   0 /)




1/)





  '/ 0 )





1/)%) ' *
0 /
 7// '0   ' 
    0 /1
+





(*** '))) *  0 * 0 /)%*'* 
 **  * 0>  )




%) ** *)))





 ''
    0 /)9'  /)9''
   
 0 /)

%*'  /)%*'**)




 ''))). *' */ ' * '*
)
  ')))





 '*0 *)(*   0)1/)

B'

/0  /
0 
0 
  )




.  2  *  /  '  2 1
) .  *      
4
)4*/ / +

.'* 00)1// * 00)     / /* 00
 
 '/ '+





:/
 */
 0)




:/
 */
 0/ )1/)






%*'** )




1/)%* /'* 00 *+





9/'* 00)




9/'* 00)1/)%)

-   /   
 
  
 )   ' 
  /  
    / ** 
*
 * +





  * *   /* *
 )




1/)%   /)     /+





(   )    )




1/)





& 
*' *
 >)




1/)%*/ * * *
 )




.)





%)%*2  *
 +1' )))





  '*   /
 )1/)%*        /*000  /
 0
)




%) 

/' *)))   *
0 /)))

 '
 . +





%  
. )1/)B'   
 . )

1/)




 ''/* 0+





    *   /   *      )      '  *

 *00
 * )




%)  '**.  + '  +

1
.  '** +





((  0*)




(   0* '  0* ) '
   /+





.)





1/)%*'' '0 ** *+





# ) 9    '   *  '   * 
 ) 9  0  *  0 
 *
 **'   / 0
   '  '*)




1/   /  * * '  
    / 0     *    '* 
  /+4*  '  */+





:/)




1/)%)%* 0'* **/ '
   /+





9'*
      ' /'* *  0
*      
* '   *   0    *   
 '
*' 
' *  *
' * 
**' *
 )




1/ 0 /'0*
   /+





# '0*)1/)# )

:/'/$G4*/  )




1/) ' * 
 ** )





  ** 
  C     )





%) 0 +





%

/'/) '/ C  )




1/) 0   /+





  * 0 *)1/) '* 0 *)




1/)





  *0 *) * '
 */0 *) *
 */
0 *)

B'*0/'  *
 )




1/)%)4**
 *  0 
   /
'* +





   ' / $G4 *    / 0  *     '   /
* *)




1/)4**
 *  / 0'  * *+





( )1/)




4**
   *  +.)%)


%*'0 '<*+





  *35
)




1/)





(( */'  /)




9 / */ )))+#  )9(0*)9 
  0 */)

%)  ** 35
+





9**'*35
'?/)




9' +?/)?/)

   ?/+5' 0'  )%)

   * **+





(
'*):('*)%)

(
'*  *)




%)    *0  /+





(*  '*0  )





1/).  //)%)





 ***
 )))+ '/)




1/)%)%)

- )%)4 *
  *  35
+





9*
 *   / *
)




1/) '  *   35
+





:/'* * )




1/) % ) 4*  *
   /  0*/     
' /+

.)1/)  /   0 +





(   /** )




1/)   ' = **  *
  <    + (    0 *00
=)

-  0 *00 =) % )    **  *
  ' / 0  
= **2/+





# ' '*=)





.  '*=)%)5 '**/ /0 =+





(    0)




1/)4**
  '/<**'+<**')





3>)




4 / /
 / *+ /) /* / / *+

.)1/).)

1/) *  /    )%)

.)%** *0+





  *)  /* 0 '''/ 
*)




%)  '**/ 
*+( * )

(  ** /      *  + 4* /     
/  00
%< +- '* / 
 +





  *)1/) 
 )

(' 
  0 0
 )




1/) /   ** *
  +.)

%)%*'  **+






%*/  0-?)




%*/  0-?+4 / */+(*  )

%) ' **+





   *
4
0'''
 / 0
 /*   )




1/) */  0-? **4
)   0
'*+





('  /'*)5* **/' )




1/) %* **         '   /  **      
**  0+





5* )1/) '* +

(*  
''/*C             )




1/)4 / ' C               +





(' C       C               (
)




%)4* *  *+






5 *    '    *   * '        
 0' 0'* )




4 / /*' / 0' *
+





( ** 0  )%)




1/)%) ***
  0 /  +





.)




%)%*''+





!$ 5'/(
**)




1/)%*'  '*+





(
' '*
/ -?)




  +





1''

/ '*
/9 1)




1/)






%/(*   ' ')




1/)(*   ' ') *
   0
'/
 *

!  +





# )




1/)





   ' +      2 /    ' ' 0 **   / ' ** '
*
('' */00'0 0/ 0
)




1/) )))





  * 
* )




 0 )))0 

*

' *


!  +





%    '
*0     ' *
  /)




%)%*/ */ *   ''  '*+





(*   ' ')





. *   ' ') ')))00/'/ 0  
/ '*
// 0/+





9 '()))(
  /)




1/)4 /  '0 '' 0  / 0*
 +( ' *
**/   '+





(
 
(*  )))(' / / 0)%)




  '+.)%)

%*''* +





(
''      / 0
*)%)4 /  '''+

$ /+(  
'*)(' *
/0 >)))



/> 00 *) (*   '0 


)




8

/)8

/)  *


+

1/)





1/)




%) ' /
 +





(*  )(
''//
C C )
=0         )





C )
)4 /  '
  '
'+





     '*)))' **00  0
**00)




1/)





  ( *  ))) (
 /   ' 

* ' * 0  (     '
      =0)




1/)





 '

/ '
'C                 C
     /
)




1/)%) /*  *0  +





(*  
 )




%)4**
 
/   0+






 )))+9 / )




4*
/  +





1***
 +# )#   )


  ** * )




%)4*/00* 0 +




# )





1/)




%)%*0  ** *
  /   +# )

1/) ** / /+





('
* **0* *4
0)




%)%* '**))) // /
* *)

5 '***
 =   0+





(** /*)




1/)%*0) '2)))

/ **/
 * *+.)  +





(
''* * )




1/)   / =+






.)




4 / ''*+





(*  )(* =/4
0)




 ' *

 4
+(
 )%)

  / 0*    0+





(*  
 )




%)4 /  '0'2*0   *+(*  

')

%)4 /  '0' 0  ' 0  '*+





(*   '')




1/)%)  /*'  *+





% 0&')




%)3/'* *+





1(' *
*/)





( ')3 
 0)





,)1/)8  /)

 )8 ')& )

,=)




1/)





9    )




1/)%****
  ' /+





.)




.) +





(  /*)




1/) ' 0+1 /)

    '= +4**
  '/ /+?/)

1/)%* /+.)

1/)%*'  **  /+





9/' **  /'//)




1/)%*'*  *+





9/'* /* )1/)




%*'*  *4
+.)%)

%)4**
  *  +.)

%) ***
 *
/+





(' * 
(*   ')(  >'*)




%)  ' 
0 
 ' +)

1/) ' * ' 0  
 / 0 +





.)




  '0/* )





('/''0/*)




1/)%)4 /  '0'* * 00+





9')





%)4 /  '' 0 '+(*  )

%)4 /  '' / *
+





# )%)(

 )

(** */ 0*/ */  )




; )%)4 /  '0''     +





H0'=*'/*)




%)1/)4 /  '0/'
**/ / 0
*
 +





(*  
 )%)




4  /   ' 0    ' *   0 /  *   0
 /+





( *)




1/)%)- )

%)4**
 
 *  +





.)





%) ***
 
 +





(
4 0%
( ' 
)




1/)





%)




%****
   */  +





(
'/ )




,/ )%)%)

    *  /  /   *
    + (
  & '/ **) ( /
)

(*   ')1/)  *  *
   +

(
**)%)%*'   *' *  *+





(' ***'*
/)




  *
 
'*=*0 / +





(*  
 )





1/)%*' /* /*
*+





(
'/*  ' )




   ' **+





(/* *B$ '/* )%)




4* // /**+





('/ '2+




# ('
 
 *
*)





1)( 
 *)# (*  '**
*)




1/)





  ***)1/)




  /*** +





.)





   '** '+





( *   ) (  ' /  * %>  )    

/ *  * * '
B 0%
'/*           )




%)





  (*  '( /*/)




1/).  /***+(* )

1/) %*  /  * /      0  / 0  * *+ (
 (
* 0 %:>)

 ***
  /
+





(
(* /%:> 
 */ *
  0/  )




1/) ***
 / /
+





( '**).)




4  /   ' 0  DB           * '  *  

+





  /
 (
' *)





%)4 /  '0  ' *
 '*
 +





(*  /' 00/ *)(2* 0'0
 )




1/) / / '*
 *  +





  '

/* ' /
C               
C      
)




1/)




%)(=0'= 0
( 
0           * ') 
*   )

  ,)4 ' * / = 0 +B(=0'= )
%
 '0/ > +


6

    /
0 )




% ) (        )          *  (    
    ,) 4 *  '  / * *
/   )% ) ,) -? ( *    
 = )4 /  ' 0/*

!$ 5'/--&+

(  0')1/)5 '/  0'+





(' *
/* )




4 /  '' 

!$ 5'/* *
 +





('9 1 //  *'* *)




1/)4 /  ''  ' 

!$ 5'/--&+(*  )

%)( 2  

! (*    )1/)

%)4 /  '0/ 00*   /  * 0*
 
 '

!+(  
)

%)4 /  '0/ 00*  /  * 0*
 
 00*   / 0

!+





.     /)9'  )




4 /  '0/ 00*  /  * 0*
  00
*   / 0

!+( ' **  00+





( 0'

!)(  0')




1/)B/ 0'

!+.)

1/)%)




8* )




1/).  *'*' 0)





(/
'

!)(/
'%   1)(*   ')





1/)





5 '))) ,<< )




%)5 '0**
 0
* '*  +





('*/ '  0* 
**'* )




1/)%*'***
  /+





1(*   ')(**   /)%)

B( ''* 0 / '  0
* *)




1/) / **)4**
  / 

!+





:

! %   1)( ** *)




1/) ' * *''/'* *+.)

%) '*+





(*  0)




  '*
0 )))





('*
0 '      /0)1/)(
)

%)




4 / ''>*+





# )(*  *0  0)




%) '>*

+





# ) ,/
 /

  

 * ( *    ') 4  /   ' '  * 
+

(
&,/    )




1/)4 / ' ' ***  +





(  *)




%)%*''*0* *+





(
'')




%) /
/ 0*
 +




.)





%)%*'*
 */+





(
'*  * 
   )




1/)%) * 
 *+





# '0 <* )1/)




  )))





 /
0 '   0)




%) * 
 *+





(('
 *)




1/) /   ' *+





9' 0 ''2
 *)




%)%***/  / * 0  +





.'*   )





1/)





&   ' */)




1/)%) (    *)

(    '),)4* / /= / ' * 
*
 +(  = *0'0*/)

B,)40/   *)


6

3 *)9/ ,))%*/ /*  0= (' 
)

5,)-),/7/4',4 * &  )  
* )




,)


6

 0(*/  // // *   ''* *'

!$ 5'/
 %   100)( +9  )

1/)% * 
6 /  0*     * /      0 ) (  7/ 


    #  4 /   =   /   '  * *   0/

)

   '/ 0 
/+-//**)-// **)

 / 0/ ** *'* *)1/)B/   0
'/
 */' /
 *'* *+

( *     '         0   ) (  & '/
 *'* *+/
)

/
)(/   *'* *+(*   ')


1 +  **/ * / '/ **    0+





9/'0
*' -?)  -?' / 0+


6

.)1/)(
')

1/) %*      4 
6 ' *   /    ' ,)
4 /         =  *  0 *) ( 
+





(
   ' # ' /    ) 1/) %* ' ' /  / 
 +


6

5'/ = /(0  )%*''/ /  
 0*+ / /  /+

  '/   +,/ ' I(
' 002

)1/)

. *   0 
/// '*
/ 0*/*/)%* 0/ */ 
*

  
/ 0*/*/' *=/  *   *)(/ 
'// **  *'*  +





(
      /    '        '   *    /
 
 / '   *  *   /      /   0 00  *  
 )%/ 0''/ 0*/**+(
/0*/''
' '  *)

%*(
''
 ' * )


6

  / 0*/*I( *00'/)4 / 
/ 0*/ 0*/
*
/' *** / * *


       *  /     *
  * + (  
 )

1/) .  *  * /  /  2   /  * /  ' 0*)         0*
/ +

(*  ('0*)(('*)*+

%*'/  /+(  0' /* )1/)

%*'**/ +(
 *4
0)4
)

%* '  & '/   * 0    /+ (
  ) %* ** 
 4
+

(
  /
)(*  )1/)

  (' / #*/ 00 07/





) 4  /   ' '  *  0 * '/ / *  0+ (
 
   //* )

1/)    (  2    /    /  *    00 0 
 /)   0 (  /   / /  / /  / *     0  

/  2
 
 )

%*   *   /     /  
 *) ( 
+(**  0*/ */  )

1/)%*0(*/  0( **/  /*/ 0*

/  /   /  /          *
  

0 0*
 
/ * '*)(+





(( 
0 0*
 
(*  0  )4 / 

& '/+


6

;  >  
/))4 / 
& '/' *
 0  +

 *

0  /+8 
/)1/)

. ** *=*/&')4*/ &' /+(

 ' '
 )


1/)(' 
 *+   +

# )1/) (   / (*   ')

4 / 
* +5 '// * +# /)

# /+1/) / )

4*/  // *  **/ 
 /0*
 '
* +





(
 ' *     0 ' '     / 0 
* *  (

 '* *)


6

%*'*
 0*=+(
'*/ '  0*=
 
    )%*/' <*=+

(
 
0 0)%*' *0 /+ / 0+

( *   ) 4  /   '  * 
0 0  *
 +       /    
/ +

1
0 0*
 )(( (*)1/)

%*/ **  '/
 */+# '+#  */
*
   )





1   /**)


6

1/)&, )5 '**& '/=/*
 +

4* *
  /+(
 )4 /  ' ' **
 +

(
/ * )(
  * )4 /  ''  0 '+

(   ' C     (    * ) .  2  *  /  '     0 
C      ) '  0C              +


(
' * / )





%* C   ' *  /   / + (
  '  /  '    
 /
//0* ' *
/
)


6

1/)%***
 * 0*  & '/  *
=/
+('
 *)

(
(' /
 *
)





%*'0'+8  0)4 /  ' >/+

(*  )


6

8

/

/
)1/)4 / 0**//*
 +

(*  
 )4*/ /*
 + * / 
/+

4 / +%/  <*+. 0*       0 0*/ //  **
  *
 +

(**).(* )%*'0   0/ +

(+





(*   '''*0 )( ''*
' * /* '/
 /')%***/  
 */ ' *+

(*   '0&,/**
 *    ''=*)


6

   /   /
 * 
   + .)   /   * /   *   

  ' 
0 0*
 *
 *
+

( * * / ) 1/)    :&;
         *00 ( 
 /*00* )


(6 / = / **  /=/)- )(  /)

(   )(  <)(4
6 

* :&;
6
/ > '#4)

.  / =     0  (8    * / ) 4*  0 
*
 + /       '#4/ 
 0*
 (8+

('/ '0 +





(  '('0 '        
**  /)B(*
 '  # :* % %4  0  
  ' *  =
&')


6

1/)%* 04
6 0(*          */  // **/** 
/    * * *  * * *  0 *
   
    *  *) ( 
+





(*  >*
'4
0          )


6

1/)%*  2  0(80* *
  (8) /' *
   0  (8    /  0  *
  * */    0  (8   
* *+





#*(*
* 0 = *('/  
(
  *)


6

1/)% 0
'** ' 0 /)            0 ***
 
**
 */ (8)))





(
  *
  '     ' # 4) (
 3  (

B
  *  *
  '  * *  ' #)   '  *
   0


4
6 

+

(*
 '&'$
 +


6

) %* ( *      /) .  / /  *  * 0    / 
4
0 )





(  0   /       ) ;       *
 ' 0'4'/
*00)


6

1/)%*    *  /  ' >   # 4 ' / 
* 
* */ 0' *  0 '*
)5 '**/  ''/ 0
'* 0/*
* 0* *+

(** ). **  / 0
 ''*+





(* '/0
( *'' **)%*( *#
* '*/*(
/** )


6

1/)%*( 2      /  / :&;
6 0 3
 )4*/ /3  *&'
+

#     ) 4* /   /   &'      * &'

+# )

%      3   * &'
+ 9  
*)%*'/*+





( '   /)&   /)


6

1/)   (2  0 9 
0A%*(( *
/
'//0  *))


  ( 2   / ' **/  */ / 
3 
 *) (2 0  *)%*/ 
,))( (  = A(6 '
 *
*( '  =  */)




.) (  (    *  6   *    *) (  ( ' *A H))
 ' *
 / * (   A 9 /  ,) ) % )    ' ,)
-(*  /   0
/ * )  0'
  )

9   *       *  '    *
    0  *
*)9 ** '    *)B 
*
 E)





  A9E 0A7E+7E)




%)%*(
    
0*) '
** *)

  (
')-(  / 
 )-(/* * )

9  *
 '/ 0/  **/*
'  )B0 (* ,)5 *(  /(* / )4 / 
= / ' * ,)-+


6

# )( 0  *6 )('2     7
E)




7E)


6

( 0  ** -).)





  )1/)#  0   )

- ) ** 07E


)%*(

    ** 0     )) 9  '     /) (  
/  * /  '   *   * '         * 
''')
) ) * 0/ 0  
 ' 0 ') ,)-
    *
   /*/ 0    0/ '
** (*   ''/ ' *  ') /  /' 
  *   )

(
' 

/0/*'
* 7
*)%)   
*''' *    7E
 
)

%*,)-/ 0*  0
/*0 7 
7
!/ 
*0 7/
  % /  
)
4 ( * / +.  )

% ) (        =    ) (         0  *   
'*(
)

  7  ' * 
  0* *   7
!)   ')))               
)

(   0  ( *0 0  *
  
   ' *    **) (          7
E) #  (   *
7
E)

(  /)('
 )(* )))

.    7
!)  * 7
2 )  )))

 (0 7"  (0 7
)( 
 *  7
0 )  ** 0
   )

(/ 
7
 *
  )6 +( '/ ,)-?)(                   
 ')





9 ;*/+





.)%'+ /)

( 0>
 
/0' *
 )6 ).(( )





  ))) ' *
+




( *
 *)(' *
0 0 **  
   ) ( /
       7
 
 (    * 
'*
 *  *)

(  0 = ) (              */
 ( *     
0 0   / /*)(   7
 )6 )
,)4' 
**0 / +


6

.)




9' ),)5 *' 
**0 / +(/)

%),)5/  *'
)))- )

  * ()))(  )1 /)

( **  )1/)- )

 (&'$
 )%) ' )))

$
 )  '   )))   
  7
  )6 ) %* '   '
* '0)%)9/ / 0 / 
 */)


6

D= )





 /)3 *7/)1(  / )


 /)3 * )(  /)

3 *)('  '' *

0 )




         (   '      *      H* 
)  )(    **  H*)

% / =0 H*) /    
 ))). *  =*/0  )

. =0  00 0H*'> 0 )%
+. *  =0 )

(*  )  00 0H*0 $  !)9'
0 
0 */  */  =0 )





%* /
'  0*/+




  /
)1/)9// 00*)

 (/'* 
/)


6

1/)




%),)4    **/ =   +


6

.,))('  
* 0= ,)-?
/**
'*  ) 2*  0 */ 6 )

%*('* / '    
/  */'*)




 /)) 
   0  00 0H*
)


(
'( *  *6 )(/ /0/*
 '* */** ' / ')


6

9/ )




% ) 4   =    ) 9  0   *      *  / </
 /)

%) / / 0 /  */*'  
  ) 9  '
  *   I   /  
  *  
)

          7
  )6  )) * '   ' '     )
9/ / )


                       EXHIBIT (


                       EXHIBIT (


                       EXHIBIT )


                       EXHIBIT )



                     
       
    




    
  

 !"#$%&' 

' (

  
 ) 
*+ )
 ' (,
 )  -(. )/

01 )0,. 1
  0,.  1

 1
 /

2 13

14
151

61
 
 1)) 
 
 
 

/2
 

3
1
  1



 
)
 ),. 

    .
1 7  , 08 ( )
1
)) 
06
2 

    51 (   ) 0 8           
    1
 
   1  

   ,)
 -./




3)9

16 ))4   
  08  )

1)) 
7
   . 




     1 
-1
14   
 7
)
 /




,

 

  (  :





1(7
 .
5)





1) 1';'  51

';0,,
-;
 1'. 
&.< <3= (




51  08 
 )1
 
1





98 
  ))9
 

1




     
  .1    
   
      )   
 1      (

 

()1    1
  
 .1

1 1 
  1 ) 7
1 (
    
  .1    1
>
  1)

 .1 (
  .1.

 
 

.1       
 1 
 
 
 ) )
 

   1
 ) 

 )

   
 

*#+#)
1>
 (
  ))>
 
 
 
) 

      )   
   
 )  >
  7
 1 .   
 
)  (      ) >
  1 )    0 ,?    8 

 >
  ))(

.)

.
 (.
  
1
 

 ( 1
)) (     
5 
-    5)))
=  

 0,?  
 )() 1 ,
 )()   ,

 )() 

)  



   51( (  

(.1   /22
 
  

- 
    
   

(  51()    :   

61
 : 

 /(

   

.  )

)
=  

(

 )
)
  

8    1
  :   

/ (   (  . .  
 )   
 
  

      

     1
/ (  .  1     &  
 >
   4 

     ( 
    
1 @ >
      &   >
   
4  .1 
5 #"

( /2 . 51

  )
=  /2  

-) 8 -.

  7 


,
 )() 

  

( 
 .
7  
1- 
) )

7  
1
1
  ) 0-1


/

2(
=
-  

 
 1
7
1


)/=
-  

     1  1
     / 4      )  '  ;

51

   ( .1
 11
 

(.

     
  &   >
    4     . 1

'   (  
   0 , .          ))
 .. 
 1
1)) 
 '  .)>
   )

=   5 /


( @


( .
>
 
  6
1
 
 1
) 
 ./

(( .
1 
  )#" 1
 
 .


)
>

) /

2(( @ 1  

6 1
  )
 ))/( .) 
  1. 

 51
. 

 

 /( . 
1  51

5 
  ( 51

         5     
1 . 
   
5 /( . )5 /

  51

 
 .)

1.. 

1.
)/( 

51<
1
1
 ))/(



<
( .' 1//

( ) )
 :) ( .51

)  1    
 

-  
   =    . ))/4 1)
51

   01)51

<

  1
 =     1   >
 
 ) 
 
     



 1

>
 1
/

       
   ))/

( .1

( (
1.
 

1(


    1
11
1
  
 .
/(
 . 9


 )9/9 
 ))))& 9 
 ))))& 

69. 
11/(   )
1

() (
.  ))


     )
 
 .    
 

 >
    /  
  1/


*

2   
 




( 
  .   1
 
 1        1
 
 1 -
  1   .
  /

( .  01


01
 01
 51

     )) ./( . 5 #"

(     01 >
      ./ (
 

       
 .

(.1
 51  

  )
) ))/ )
1 ##A

   
   )


-1
1 )
) )
1
5 #"/( 2
 /

2
 1)
/( 

2
 11/(
1.

(
1
.0

(
1.
1 )-3- 
/( .


*

   





-  1   ))           


(
 1/( /( 
1..
 

 
 ./(
 .1' (
1

1 /=' =' 

    = '        
1/ 8  )
      

1(  
  ' 

-    
1 .51  

   ( )     (  .  
 ))   1 
   . ( 
  
  
 
   .       1  ) 
   .         )   
    
1 


    51

4
  )   
(
2  

   1
    
     . . -   
    
 /( .    ; -= 

 = /=   
 
 ()
) ) 


6= . 
/8(.  ))


51<
( ( 
 ) *+ 51

      .  /

2  ./(.
 
 
 ))
(1

2
   ) 1      7 / (  .    )  
 51

((   

   )
) /(  !  >
    
 -  )
) /

     )
 
1
 
   
  )


51  

-1
7  )
)  /( .  


  1.
 
   (/
 ##A

   511 . .  )
1.1  


51   
1

 )   

-      / -   1 - 1        

1)5 #"/

(  .    
     .   
   
  )   
   
 )  
 / (  .    
    
 ..  

    
 1 0 - -      . 
   1/ (
   
 1  

 1
  

   
  .         
/ (
  
  

 
1.


*

51




(  
   .51<
( .

  
  

  /

8  ..   .  /( )  
)6 )



5(

  .   )/  ) 
(. ))



6 1
 . 1   
7  / (  5  . .  
7
  

51.. 
7  
  
.)  1
=58@ 1
 . /

(
(  

51
  




    -         ) 
  .    / (   
).  )  
. 

51.  )  
 .
 
 ..   

51  

  1
  ) 
   /8   

   

         1 )     )     .  
 ..  . 

51-1
11)   @ 1 1/& 
1

 

(          6   1               ))
 /

(   )  <)    
 
 )
 ))

51  
   

  
  1
    
    . )  ) 5  / (
 . )51

 1
  .  
  6  1
      
   =   
  1
  )  /( .=  ) 

512
 .1) 
 1
   /(  )( 

51    

(  


1  )  )/61
 /(

(     .
 (     .
/ (     .
   1  




=@   
    .
     )     1



 (     

    
 (  . 1   .  >
 1
 )

(  .    . 
       
)  )
    

  )
   - 1.1 

   -  .1

 (7
 )




)  

1)) 1>
 11 1/1>
 1
1.1  ( 
   ( 11 ) 



 

=  1  1
. 

) . 
  1
 ))>
 1

6 1
     
 ) >
 1 1   / -  >
 1 1  )) /
1)) 1

 1  ))   1 )) 
  >
 1   1 ))  1
  1
>
 1/&1))   
 51


  
  .   >
 1   =    -    
)
 - 
   .  >
 1/

51(.1)
  >
 1

)>
 1. 

1! 1
.   

 
      >
 1   
  )      
   
   )  >
 1        
      
 
   ) )
 /      (   1  1   

  

 1

  >
   1  ) .1

) 


*

51




    
 1

/(  . .

511  

 1

  51

   (  >
   /(>
  

5110   )

   
1   
 . >
 1 =  (

 1 /

2( 1  

(
    
   

  1
 .
  <
  
   
 


    (.     )
 

=@ 1  1(
 1
01 

    1
 .       .  
   .   ))   )  /
- 
  ./

( ) 
 . ) 
( .
) . 1

 151

   - (

1 1 
>
     /

   1)) )/2( 
 
.51

   1
   ( /

22



  .  

 /-1  
/- ( 
1
 

)
1
 


 

  
  ); -=  1  

1   - .
1    
 
 
     
1  (  .      
  ) 



   
 =    ))     
         )
   1) 

) 
.)   ( ..1 
 @ .
    
  1
  )       
 
.  )    
 (  .
 ) 

 1  )7

  1 
   511
 1
   /

(  .     
     

 
1 . )  51   1

  )  /

2( ..) . 1
 
.1 51  

 ( 
 1

    
  )
 3
1 .      
 

 @  1
.8
 3
 . 
 /


(2
.( =  51

-
     1   1 .      )     

. )  
 
 11
1 1
7  /(
7   

)  
  
?


51        .  7    / 2
 .    
 

 


(     2
  )   /

(( .0 )
 
 
51

1(51       

 7
1


)  
 ) 
7/- 

  
?


 
 1
     ) <

   (

 
 

 
( .  
  (

 
    1 
1
 
   
    ( 
     1 )   >
   

 

.)  /51

       1
        
 ) )  / & 
  
 

  
  
 (  .  6
 
 )
 )  
  
  
 


       

)
1)( )1
  1
      1 51 
 


-)))>
   )
=  /( .1
.3
-
 1( . 
 ( . .
)5

-11
 . . 
/( .& 3


   
 . .
51

& 3
1.


 

>
  
 ' 
1      1
 (  .
 


   . .  
 ) 
 
 (

     
 .=   /2


     )))
=  . ./&
1
 

5161
1  ./(

( .151       

,51,

- 
51(
   
>
 (1
 



6 
 
   ))  
/2  /

(. )
      61
 1
 /

(    61
 1 /

(61
 ) .
/( . .

51       81 
1
 .) 6B5 1/

2-)  
/( .= )   ))
1

  ) /4 1

3
 51

6 1 
) 
/( .1
.      

1

 3-1

 


 
-

>
 
   ./ (  .    1  
 1     

 

(
( 151(

0
   
1 .   <
   ;     
     
  
 
   .   . 

 51

   (1  (
 5  /(
(
. 1


(

 >
 ) 1

 <
 
   (
 
  1
  
51

(
 


21(7
C2
 



(
   
 )1

  
 .1

)(

    - (
C<
 
 )1
 (
 .


 

 11
(.

  )(.
>
 


(.  1 ) .>
 0
8
 )1
.>
  
.
 11)
  1
06(
 

.1
()1
.>
 1

  . 





1
0
8 0' 81
 )/

6 1
 )/31

 1
 5 #"
  

2
  )
 6 1

))
 
  /




5 ##A ##A( .(>
  )
 
 .   






   .1
  1  /




5(


 .
  1<
 5  . 






511

 .
=5)
11


 . 
)
 /(
1
 /2
 )

 .) 
 1

 .
.)   

  /




(  1 
  . )  
        D " D#
  
 
  .
)   (  . 3 -   1   ) 
    

 1
    )( 
))) )))
= 





)
1
  3-1

=5/22


  /

- 

   1
   11
 )
  1
  1E







1 1


1@ 




-  (  1
  1
  *+ 
   .  
   1
 

< 1
 1
 
1





 
). ( 




<1 =
; *1
.6
 %#"
 1
 .E

 1
 . )) )
= 1

))) 

61
.1))) /(
1
 /


1

1
) /=
; *1
) 





1


 /




((




,
 )(  




0
 =
; *       4*





2
.  
2 1


1
, )(.=
; *)  
         

(  
=
; *( 
 1
/

2 




4**1
0
1
 )1
 )1
   0

(
1(131

(.)) )
=  & 
  ) "
 
 
 @
 1

))) /

61
.1))) /




()  )
 
  '  
  (   ()  
 
1 3
  
  

  
(




(     ) 1
  
  (
 1 0 
 () 1
  
    1

  
 )
 1
 3
  
  (      )
 1



1
3
 


<
 
  1

 
)) 2
 
)

  
1
  )  
  


 1
   
   1

  .   .
1       
 .1


1
1     
/




( ((

 
    <
( .(
7
  &  3-
 




 
 - ( 1
& )


1
0
56
*#1
  1 1
. 



 )  ))  2
. 
   

 
  1
.  
. 
 13 6 1

5  
 1
))/(
 1
 ))
 
 1

  >
   )
   1
)





)11 ( . 

1
 
 1/
  ))

( 1 .111 





-1
 
    1

1
)
/




(6
( 1    . 
 




511

   ) )1
    = >
 

/(
   )- 
1
  
/

(
1
7
 1 11 >
 

 1
 
) >
   )
1
 . ./




(     
      
 
 >
    )  
     
 (  


 1
)
1 )

=@

(7
7

  )7

 .1(.1


  )  )-
  )  
. (7
.1  .

,.1)      




(
10
(  :0,.  )( .1





(
  ) 





0,. 1
@  9
1
 2
) 


1(.
. 
 

1
  1 1
9
1
 
 
 
   
   =    
     

 
  1
 

(/




1  >
  
1( .1  
)
1  >
   




(9
1)#  >
   )




(            1         
)
1




51    )
1(/




( .




   )(
.1 1
)  1
 

  
.


 
))   )1  
 

(/




( .1




51  1
   .F  (
 1

(42  9
1)# (
/





     (  .  6
 (   /    1   
 ( 




 1

1 (42   6
)#"/




-.  .    
       ) 51  ( 
. ))

( .   ) 
  1
@ 




51 )( )
1
 *+ 1
  1 1
 ) )
  

 2
 )11
  17
 )
 1F   
.)
(
/


*

2




51   (4   2       
   6
  1
 ) 
1/=.1 =.1  
 



 1   )(42 




- 
1
/




6
)#"





 .
. @
1
1
1(

2
.  






<
1 1
 )F1 
  1
 )1  (

/




2 
1(.1 51




  (
1
  1
 . 1

 (4
2 .
  






(  . 1
1 .     (  .     

    
 1
=  




51( 7

  1((  . 
) 

) 
 

- 
  11
   9
1
 
 F( 
  (     1  
  
 1
 )) 51 
  
  1
 
  >
   




11 
F&(  >
   




-  (
  .
 
       )    . ) 1
 . 
  1  .
 
F2
/




2

    2
 = 
 1

 1
 
  
 





51
1


    /2   1
 1


 1 1

- 
1
2 /4 1(.
 51


(1
/51
, (1
.. )2   
; <1 -/




( . <1   ))
 




 
/




(
 . 1 15
151





(1
/ 1
) 11
  11G

!   

1
 ))  
1 


1
 1   
1

  

2(
/2

5161
11
)  )) 
 1 /




-.
 0111
)  )) G






61
11

   ) G

! 5  )
 . = !   /8 1
 1
)  /




( .
 )
= (.1
 

     

1     
    :    )
 1
)




51  1
 )  1
 G

!   ) 1
 
 1  )   )
  
)  )
= (
/

( . )
 15161
1



 ) G

! 
1/

6 1
 )  
)/




( . @

 




5161
1< ,?  ) G

! 
1/6 1
 )


)   /

2
.





8 (
 7

 8.


>
 
1
;
1
  1
1< ,? ) 
1/81(/

( )< ,? ) 151    1
< ,? 
1
  )   
 )


(   /01    

09( 




 1
 0 
 9
  
 
 >
  0 ,?   1
   3 ,
  1)
  1

  

(
/2()(1
 1
 )(
1
 ) 1
 

= )
 

(
/&( 1
) 2
 1
  1


) 




(
/(
1
1.(

(.  

 1

1
 





51)1
2
 )1) 

(
/
 /( .1

(7
1
511
 .1
) 

51  1
    1
  .   
     =    6 1
 
1/


1
@   )/(


 
 . ))51

61
 .
 1 1
1
)1
 )  
))=  /(2
 )
D+#####D"#####)
1
 .1  ) )/

(
  512

 1
7
1

 
 )

- 

 1
>
 1
 1
)
1= )) 
<
7

 )

1
 1
1  )  
=  -1
1 /

-.1
/(. - 1
7
 1



 

=  1
   1
  )
 
    
 1
   1
     

 )
    1
 1 <
 1
   
   
  )  . 
   1
 1 2
   
   )
   1
   
  1




( /( 

2
   1    2
  
=5 )  
1  1
    
 
 
 ..1
 ) 
 




2
  1    1
     @ 

   ( 
    .  
 




512
11

.  ) 9
01(1/

? ? 2
.    9
 1


01(1/? ? 

( .
 
.  
  61
1/




(




2
/5161
  
 
 1
1 
*+ 
 /




(   
 .51
(1
1
.
    
1
)/




(.    
161
 . 
/





( . ;  ; 1(; 1 )) 
 /

- 
 
3 0 .1
@

)
   61

1
))/




(2
/61
 
)/

&

(
 51<
1
 1
.)  1   /

(
/28
1

51 1
 
 
1)
1.)

 1

)
 
/




( 

 




 511
.
)) )
 
>



*+ 
 )
1
)

(
/51

 1
 (      ( .  0 
 ( 
  7
  (   ) 1
 
   @   ) )  
   ( 
  7
  ) 1
 
 
   
  




- ( 1 )  *+ 8.
 

(
   (        (.    
    
@ *+ *+  
  

  
.)      
(
1 )
 . 
 .  


 1
   (.   )    
 (  @        

 1

(7
.1( .(.
 1 )  
) )) 
1
  11
 




1
0
1
) (  




   08
1
.1>
 ) . 
/




(.1>
  





     (    .1 (
     . 1 )
   >
  ) 
6 .(
 1 
*+ .
 

   0,. 1
.  1
)
9
 "9
$9
 1
#


   

 +1 ")9
(
 
1
9
 1+

 
           

(
  9
 1 * *#) 
*+ 08
  



)
1
 ./2
 ) 

   ( ( 

(

1 ).   1          -. . ) 

06
 
9
 1 * *#/9
 1 *1
 

       0 ,.  9
 1 *        
 ) 1
/ ()  

 
1 (.  
 

( .  
( . . 9
$ 9
 1
#9
 1 * *#
 
  01/

 01(  <( . ( .1.  
<

2 )(
. ) 
- 
 )  /&

1
 1

.  

(

.  
)/-1)

,
 ))( 1-  

, )( ( 1

 9
 1 #0
8

 9
 1 # *# 
)1
/




2




06 9
 1 # 
)1
/




2 0 
  ( 7
   ) !
  6 1
     1
  >
  0

1)*+ /- 
( .
 





.   (  
2 

1
;  1
 
( 
  /(
)1



512
..
       

-.7
 ( ).  -  )

  
 


 
  9
 1 # *#   


.11
.1)1
1

1
0
-  .1  9
 1 # *#

. H
    

1
.1-  
1


8.

1   Jacob L. Houmand, Esq. (NV Bar No. 12781)
                                                                                                  Email: jhoumand@houmandlaw.com
                                                                                              2   HOUMAND LAW FIRM, LTD.
                                                                                                  9205 West Russell Road, Building 3, Suite 240
                                                                                              3   Las Vegas, NV 89148
                                                                                                  Telephone:   702/720-3370
                                                                                              4   Facsimile:   702/720-3371

                                                                                              5   Counsel for Bradley G. Sims, Chapter 7 Trustee

                                                                                              6
                                                                                              7
                                                                                              8                              UNITED STATES BANKRUPTCY COURT
                         9205 West Russell Road, Building 3, Suite 240 Las Vegas, NV 89148


                                                                                              9                                        DISTRICT OF NEVADA
                               Telephone: (702) 720-3370 Facsimile: (702) 720-3371


                                                                                             10    In re:                                          Case No. BK-S-26-50278-HLB
                                                                                                                                                   Chapter 7
HOUMAND LAW FIRM, LTD.


                                                                                             11    CARTWHEEL ROBOTICS, INC.,
                                                                                                                                                   RESPONSE TO: (1) MOTION OF
                                                                                             12                    Debtor.                         SECURED CREDITOR SCOTT
                                                                                                                                                   LAVALLEY FOR PRODUCTION OF
                                                                                             13                                                    DOCUMENTS PURSUANT TO
                                                                                                                                                   FEDERAL RULE OF BANKRUPTCY
                                                                                             14                                                    PROCEDURE 2004 [ECF NO. 63]; AND
                                                                                                                                                   (2) MOTION FOR RULE 2004
                                                                                             15                                                    EXAMINATION AND DOCUMENT
                                                                                                                                                   PRODUCTION REGARDING
                                                                                             16                                                    GOVERNANCE, INVESTOR CONTROL,
                                                                                                                                                   COUNSEL CONFLICTS, STRATEGIC
                                                                                             17                                                    TRANSACTIONS, AND POTENTIAL
                                                                                                                                                   LOSS OF ESTATE VALUE [ECF NO. 90]
                                                                                             18
                                                                                                                                                   Date of Hearing:     October 6, 2026
                                                                                             19                                                    Time of Hearing:     1:30 p.m.
                                                                                             20                                                    Place: Telephonic Hearing
                                                                                             21                                                    Phone Conference Number: (833) 435-1820
                                                                                                                                                   Meeting ID: 160 532 0260
                                                                                             22                                                    Access Code: 643758#

                                                                                             23                                                    Judge: Honorable Hilary L. Barnes
                                                                                             24
                                                                                             25             Bradley G. Sims (the “Trustee”), the duly appointed Chapter 7 Trustee in the above-
                                                                                             26   captioned bankruptcy case, by and through his counsel, Jacob L. Houmand, Esq. of the Houmand
                                                                                             27   Law Firm, Ltd., hereby submits this Response to: (1) Motion of Secured Creditor Scott LaValley
                                                                                             28   for Production of Documents Pursuant to Federal Rule of Bankruptcy Procedure 2004 [ECF No.

                                                                                                                                                  -1-


                                                                                              1   63]; and (2) Motion for Rule 2004 Examination and Document Production Regarding

                                                                                              2   Governance, Investor Control, Counsel Conflicts, Strategic Transactions, and Potential Loss of

                                                                                              3   Estate Value [ECF No. 90] (the “Response”).1

                                                                                              4          The Response is based on the following Memorandum of Points and Authorities, the

                                                                                              5   pleadings and papers on file herein, and any argument that may be entertained at the hearing on

                                                                                              6   the Motion of Secured Creditor Scott LaValley for Production of Documents Pursuant to Federal

                                                                                              7   Rule of Bankruptcy Procedure 2004 [ECF No. 63] (the “LaValley Motion”) or the Motion for

                                                                                              8   Rule 2004 Examination and Document Production Regarding Governance, Investor Control,
                         9205 West Russell Road, Building 3, Suite 240 Las Vegas, NV 89148


                                                                                              9   Counsel Conflicts, Strategic Transactions, and Potential Loss of Estate Value [ECF No. 90] (the
                               Telephone: (702) 720-3370 Facsimile: (702) 720-3371


                                                                                             10   “Conway Motion”).2
HOUMAND LAW FIRM, LTD.


                                                                                             11                       MEMORANDUM OF POINTS AND AUTHORITIES

                                                                                             12                                          I.    INTRODUCTION

                                                                                             13          On May 12, 2026, Scott LaValley (“Mr. LaValley”), the former president of Cartwheel

                                                                                             14   Robotics, Inc. (the “Debtor”), filed the LaValley Motion that appears to request the production of

                                                                                             15   documents from various parties, including Gene Wong, Reno Seed Fund/RSF Robotics I, the

                                                                                             16   Wong Family Revocable Trust, Nevada Battle Born Growth Escalator, Inc., Christine Guerci,

                                                                                             17   Karsten Heise, Kyle Ferguson, Nicolas Desmarais, Engineered Arts, and Click Bio. Mr. LaValley

                                                                                             18   did not initially schedule a hearing on the LaValley Motion. The Trustee does no oppose the

                                                                                             19   LaValley Motion because it only seeks discovery from third parties and does not seek any

                                                                                             20   affirmative relief from the Trustee.

                                                                                             21   ...

                                                                                             22   ...

                                                                                             23
                                                                                                  1
                                                                                                   Unless otherwise indicated, all chapter and section references are to the Bankruptcy Code, 11
                                                                                             24
                                                                                                  U.S.C. §§ 101-1532, and to the Federal Rules of Bankruptcy Procedure, Rules 1001-9037. The
                                                                                             25   Federal Rules of Civil Procedure will be referred to as “FRCP” and the Federal Rules of
                                                                                                  Bankruptcy Procedure will be referred to as “FRBP.” The Local Rules of Practice for the United
                                                                                             26   States Bankruptcy Court for the District of Nevada shall be referred to as the “Local Rules”.
                                                                                             27   2
                                                                                                    The Trustee also requests that the Court take judicial notice of all pleadings filed in the above-
                                                                                                  referenced bankruptcy case, including adversary proceedings, pursuant to Federal Rule of
                                                                                             28
                                                                                                  Evidence 201, incorporated by reference by FRBP 9017.
                                                                                                                                                   -2-


                                                                                              1           On June 22, 2026, Samantha Conway (“Ms. Conway”), the former Chief Operating

                                                                                              2   Officer of the Debtor, filed the Conway Motion that appears to request court approval of an

                                                                                              3   “investigation into four main areas that appear to have materially contributed to the destruction of

                                                                                              4   enterprise value prior to the involuntary petition”.     See Conway Motion, p. 1.        Unlike the

                                                                                              5   LaValley Motion, the Conway Motion does not request authority to conduct an examination of a

                                                                                              6   specific entity or person. Instead, it appears to obtain an order from this Court approving a broad

                                                                                              7   investigation that Ms. Conway intends to conduct concerning the Debtor’s financial affairs. The

                                                                                              8   Conway Motion further seeks to direct the Trustee to investigate certain aspects of the Debtor’s
                         9205 West Russell Road, Building 3, Suite 240 Las Vegas, NV 89148


                                                                                              9   pre-petition affairs.
                               Telephone: (702) 720-3370 Facsimile: (702) 720-3371


                                                                                             10           Section 704(a)(4) states that the Trustee “shall investigate the financial affairs of the
HOUMAND LAW FIRM, LTD.


                                                                                             11   debtor”, but this duty does not mean each creditor or party-in-interest gets to dictate the subjects,

                                                                                             12   sequence, or scope of the Trustee’s investigation. The Trustee is actively reviewing the Debtor’s

                                                                                             13   financial affairs and will exercise his business judgment in determining which assets to pursue for

                                                                                             14   the benefit of creditors. While Ms. Conway is entitled to use FRBP 2004 to conduct her own

                                                                                             15   investigation of the Debtor’s financial affairs, she is not entitled to use this rule to compel or

                                                                                             16   direct the Trustee in how he should pursue his statutory obligations.3 Although the Trustee will

                                                                                             17   consider information supplied by creditors and other parties in interest, the Trustee must

                                                                                             18   independently determine the nature and extent of any investigation that is warranted. The Conway

                                                                                             19   Motion improperly blurs that distinction by repeatedly identifying matters that the Trustee

                                                                                             20   purportedly “should investigate” or “should determine,” rather than identifying a particular

                                                                                             21   examination that Ms. Conway herself seeks to conduct.

                                                                                             22           As a result, the Conway Motion should be denied, without prejudice, because it does not

                                                                                             23   identify a specific entity or person to examine and appears to direct the manner in which the

                                                                                             24   Trustee should administer the Debtor’s bankruptcy case.

                                                                                             25   ...

                                                                                             26   ...

                                                                                             27
                                                                                                  3
                                                                                                   The Trustee reserves all rights to review and, if appropriate, object to any proof of claim filed by
                                                                                             28
                                                                                                  Ms. Conway in the Debtor’s bankruptcy case.
                                                                                                                                                   -3-


                                                                                              1                                      II.      LEGAL ARGUMENT

                                                                                              2   A.        The Conway Motion Does Not Comply With FRBP 2004

                                                                                              3             FRBP 2004 allows a party-in-interest to request an examination of any entity related to the

                                                                                              4   following: (a) the debtor’s acts, conduct, or property; (b) the debtor’s liabilities and financial

                                                                                              5   condition; (c) any matter that may affect the administration of the debtor’s estate; or (d) the

                                                                                              6   debtor’s right to a discharge. See FED. R. BANKR. P. 2004(a)-(b).

                                                                                              7             Here, the Conway Motion does not identify a particular entity or person to be examined.

                                                                                              8   Instead, it seeks approval of what Ms. Conway describes as an “investigation into four main
                         9205 West Russell Road, Building 3, Suite 240 Las Vegas, NV 89148


                                                                                              9   areas” and then sets forth numerous factual questions that she contends should be investigated.
                               Telephone: (702) 720-3370 Facsimile: (702) 720-3371


                                                                                             10   FRBP 2004 does not authorize a party in interest to obtain a general commission from this Court
HOUMAND LAW FIRM, LTD.


                                                                                             11   to investigate the Debtor’s affairs, much less an order directing the Trustee to investigate certain

                                                                                             12   issues.

                                                                                             13             If Ms. Conway believes that a particular person or entity possesses information relevant to

                                                                                             14   the administration of the estate, she may seek a Rule 2004 examination of that person or entity

                                                                                             15   and demonstrate good cause for that specific examination. What she may not do is obtain a

                                                                                             16   blanket order authorizing an undefined series of examinations or requiring the Trustee to pursue

                                                                                             17   the numerous theories identified in her Motion. Ms. Conway remains free to provide information

                                                                                             18   to the Trustee or pursue discovery available to her under FRBP 2004, but the Court should not

                                                                                             19   enter an order that effectively substitutes Ms. Conway’s judgment for that of the Trustee. For

                                                                                             20   these reasons, the Conway Motion should be denied, without prejudice.

                                                                                             21   B.        The Conway Motion Violates Local Rule 9014(e)

                                                                                             22             Local Rule 9014(e) limits the length of points and authorities in support of a motion to

                                                                                             23   twenty (20) pages unless this Court orders otherwise:

                                                                                             24                    (1) Unless the court orders otherwise, prehearing and posthearing
                                                                                                                   briefs and points and authorities in support of, or in response to,
                                                                                             25                    motions are limited to twenty (20) pages including the motion but
                                                                                                                   excluding exhibits, addendums, tables of contents, tables of
                                                                                             26                    authorities, and the case caption. Reply briefs and points and
                                                                                             27                    authorities are limited to fifteen (15) pages, excluding exhibits,
                                                                                                                   addendums, tables of contents, tables of authorities, and the case
                                                                                             28                    caption. Where the court enters an order permitting a longer brief or

                                                                                                                                                    -4-


                                                                                              1                  points and authorities, the papers must include a table of contents
                                                                                                                 and table of authorities.
                                                                                              2
                                                                                              3          Here, the Conway Motion is thirty-seven (37) pages, not including the exhibits. Ms.

                                                                                              4   Conway did not seek approval from this Court to file a motion in excess of the page limitation set

                                                                                              5   forth in Local Rule 9014(e). The Conway Motion also does not include a table of contents or

                                                                                              6   table of authorities. This is a clear violation of Local Rule 9014(e) and is an additional basis to

                                                                                              7   deny the Conway Motion.

                                                                                              8                                        III.   CONCLUSION
                         9205 West Russell Road, Building 3, Suite 240 Las Vegas, NV 89148


                                                                                              9          For the foregoing reasons, the Trustee respectfully requests that the Court enter an order:
                               Telephone: (702) 720-3370 Facsimile: (702) 720-3371


                                                                                             10   (i) denying the Conway Motion without prejudice; and (ii) for such other and further relief as is
HOUMAND LAW FIRM, LTD.


                                                                                             11   just and proper.

                                                                                             12          Dated this 22nd day of September, 2026.

                                                                                             13                                                    HOUMAND LAW FIRM, LTD.

                                                                                             14
                                                                                                                                                   By: /s/ Jacob L. Houmand
                                                                                             15                                                    Jacob L. Houmand, Esq. (NV Bar No. 12781)
                                                                                                                                                   9205 West Russell Road, Building 3, Suite 240
                                                                                             16                                                    Las Vegas, NV 89148
                                                                                                                                                   Telephone: 702/720-3370
                                                                                             17                                                    Facsimile: 702/720-3371
                                                                                             18                                                    Counsel for Bradley G. Sims, Chapter 7 Trustee
                                                                                             19
                                                                                             20
                                                                                             21
                                                                                             22
                                                                                             23
                                                                                             24
                                                                                             25
                                                                                             26
                                                                                             27
                                                                                             28

                                                                                                                                                  -5-

1     GARMAN TURNER GORDON LLP
                              TERESA M. PILATOWICZ, ESQ.
                        2     Nevada Bar No. 9605
                              E-mail: tpilatowicz@gtg.legal
                        3
                              7251 Amigo Street, Suite 210
                        4     Las Vegas, Nevada 89119
                              Telephone (725) 777-3000
                        5     Facsimile (725) 777-3112

                        6     Attorneys for Engineered Arts Holding
                              Company, Inc.
                        7

                        8                                   UNITED STATES BANKRUPTCY COURT

                        9                                         FOR THE DISTRICT OF NEVADA

                      10      In re:                                                         Case No.: 26-50278-HLB

                      11      CARTWHEEL ROBOTICS, INC.,                                      Chapter 7

                      12                        Debtor.
                                                                                             OMNIBUS OPPOSITION TO MOTIONS
                      13                                                                     FOR RULE 2004 EXAMINATION AND
                                                                                             SUPPLEMENTS
                      14
                                                                                             Hearing Date: October 6, 2026
                      15
                                                                                             Hearing Time: 9:30 a.m.
                      16

                      17               Engineered Arts Holding Company, Inc. (“Engineered Arts”), a nonparty that has not

                      18      otherwise appeared in this case, by and through its counsel of record, the law firm of Garman

                      19      Turner Gordon LLP, enters an appearance for a limited purpose,1 and hereby files this Opposition

                      20      (the “Opposition”) to the sprawling discovery that Scott LaValley (“LaValley”) and his sister

                      21      Samantha Conway (“Conway,” and together with LaValley, the “Movants”) purport to seek from

                      22      the Engineered Arts entities, 2 their officers (including but not limited to its Chief Executive

                      23
                              1
                                Pursuant to Local Rule 9014.2, Engineered Arts consents to the entry of final orders and judgment by this Court on
                      24      the Motions (as defined below) only, subject to and without waiver of the positions asserted or the reservation of rights
                              set forth herein. Engineered Arts’ appearance in opposition to the Motions is not, and shall not be construed as, consent
                      25      to the entry of final orders or judgment on any other motions that parties may hereafter file, nor as a waiver of any
                              objection to this Court’s constitutional or statutory authority to adjudicate such a motion. Engineered Arts’ limited
                      26      appearance to oppose the Motions shall not be construed as a general appearance, or otherwise as consenting to the
                              jurisdiction of this Court on any subject other than the Motions.
                      27
                              2
                               The Motions reference only “Engineered Arts” and do not clarify whether the target is Engineered Arts Holding
                      28      Company, Inc., or one of the two entities identified in various exhibits to the Motions, i.e., Engineered Arts Ltd., a
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                                     1


                        1     Officer, Nicolas Desmarais (“Desmarais”)), legal counsel, representatives, and consultants

                        2     (collectively, the “Engineered Arts Parties”) in the following pleadings:

                        3                 Motion of Secured Creditor Scott LaValley for Production of Documents Pursuant to
                        4                  Federal Rule of Bankruptcy Procedure 2004 [ECF No. 63] (the “LaValley 2004

                        5                  Motion”);

                        6                 Supplement to Motion for Rule 2004 Examination Regarding Prepetition Value Loss,
                        7                  Gene Wong/RES, Failed Financing and Acquisition Paths, Prior Counsel Conduct,

                        8                  Noteholder Authority, and Third-Party Record [ECF No. 88] (the “LaValley

                        9                  Supplement”);

                      10                  Second Supplemental Memorandum and Request for Coordinated Rule 2004
                      11                   Procedure Before Continued Section 341 Meeting [ECF No. 97] (the “Second LaValley

                      12                   Supplement”);

                      13                  Motion for Rule 2004 Examination and Document Production Regarding Governance,
                      14                   Investor Control, Counsel Conflicts, Strategic Transactions, and Potential Loss of

                      15                   Estate Value [ECF No. 90] (the “Conway 2004 Motion”); and

                      16                  Supplemental Memorandum in Further Support of Motion for Rule 2004 Examination
                      17                   and Document Production [ECF No. 90] [ECF No. 99] (the “Conway Supplement,”

                      18                   and collectively with the other filings by LaValley and Conway referenced above, the

                      19                   “Motions”).

                      20               This Opposition is based upon the following Memorandum of Points and Authorities, the

                      21      papers, pleadings, and other documents on file with the clerk of the Court, judicial notice of which

                      22      is respectfully requested, and the argument of counsel entertained by the Court at the time of the

                      23      hearing on the Motions.

                      24      ///

                      25

                      26
                              British company headquartered in Cornwall, United Kingdom, or Engineered Arts, LLC, a Delaware entity.
                      27      Engineered Arts and its affiliates reserve the right to present additional arguments to the extent Movants clarify the
                              entity for which they seek a 2004 exam.
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                                    2


                        1                          MEMORANDUM OF POINTS AND AUTHORITIES

                        2                                                   I.
                                                                       INTRODUCTION
                        3
                                      The Movants are former officers and purported creditors of Cartwheel Robotics, Inc.
                        4
                              (“Cartwheel” or the “Debtor”). In five separate filings spanning nearly 300 pages—a motion, two
                        5
                              supplements, a second motion, and a further supplement—they ask the Court to authorize
                        6
                              sweeping discovery from “Engineered Arts,” which is not the Debtor, a petitioning creditor, or a
                        7
                              claimant in this case; from Engineered Arts’ executives, counsel, and other representatives; and
                        8
                              from various other entities and individuals. These rambling filings, which bear hallmarks of being
                        9
                              generated by artificial intelligence, are a meritless, wasteful distraction from the Movants’ own
                      10
                              conduct that is under scrutiny from the Chapter 7 Trustee (the “Trustee”).
                      11
                                      Engineered Arts is not alleged to have controlled Cartwheel, exercised governance
                      12
                              authority over it, participated in the February 2026 acceleration of the promissory notes the
                      13
                              Movants refer to as the “2024A Notes” (an acceleration the Movants themselves dispute), joined
                      14
                              in the involuntary petition, filed a proof of claim in this case, or acquired property of the estate. Its
                      15
                              connection to this case is that it invested in Cartwheel and explored a possible transaction with
                      16
                              Cartwheel that never closed. Neither Movant alleges any misconduct by Engineered Arts, and
                      17
                              LaValley expressly disclaims any contention that Engineered Arts caused that transaction not to
                      18
                              proceed or had a prearranged asset-disposition strategy. ECF No. 63, at 15–16.
                      19
                                      The Motions suffer from threshold procedural infirmities. The LaValley 2004 Motion asks
                      20
                              the Court to order the production of documents—relief that Local Rule 2004(c) expressly
                      21
                              forbids—without specifying the actual entity from which discovery is sought, and neither Movant
                      22
                              has addressed how he or she would serve the FRCP 45 subpoena, applicable through FRBP 9016,
                      23
                              that is the only mechanism for obtaining documents from nonparties. But setting those infirmities
                      24
                              aside, the Motions should be denied as to the Engineered Arts Parties for a simple reason.
                      25
                              Everything the Movants seek from them falls into one of two categories, and neither supports good
                      26
                              cause. The first category is the Engineered Arts Parties’ external communications with Cartwheel
                      27
                              and its stakeholders about the potential transaction. Those communications are, by definition,
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                             3


                        1     already in the files of the persons on the other side of them: Cartwheel, whose books and records

                        2     belong to the estate administered by the Trustee, and the Movants themselves, who were

                        3     Cartwheel’s officers when the communications occurred, who took part in them, and who attached

                        4     a selection of them to their own motion. ECF No. 63, at 5–7, 18–30. To the extent Cartwheel’s

                        5     records are not presently in the Trustee’s hands, that is—by LaValley’s own account—because

                        6     Cartwheel’s landlord, an entity owned by the Movants’ father, foreclosed on and took possession

                        7     of the company’s assets. See, e.g., ECF No. 61, at 1. While the Trustee has questioned that account

                        8     [ECF Nos. 13, 18, 33], there still has been no explanation as to why the Movants have not sought

                        9     to obtain these documents from their very own father. It would be perverse to require a nonparty

                      10      to reconstruct, from its side of the correspondence, company records that the Movants’ own family

                      11      allegedly carried off.

                      12             The second category is Engineered Arts’ internal material: its uncommunicated diligence,

                      13      valuation analyses, technical assessments, personnel evaluations, and acquisition strategy. That

                      14      material never left Engineered Arts. It therefore cannot show what anyone at Cartwheel knew,

                      15      said, or did, which is the only thing the Movants claim to be investigating. It is, however,

                      16      confidential commercial information of precisely the kind that FRCP 45 protects from compelled

                      17      disclosure.

                      18             Every other consideration points the same way. The Movants’ theories concern

                      19      Cartwheel’s own governance, financing, and legal representation—matters in which Engineered

                      20      Arts had no role. The potential claims the Movants describe—claims against Cartwheel’s former

                      21      management, former counsel, investors, and noteholders arising from alleged governance disputes,

                      22      financing decisions, and the acceleration of the 2024A Notes, see ECF No. 97, at 2–3, 10–13; ECF

                      23      No. 99, at 6–22—would belong to the estate, yet the Trustee has not sought this discovery. To the

                      24      contrary, the Trustee has raised concerns about the Movants’ own conduct. See, e.g., ECF Nos.

                      25      13, 18, 33, 34, 41, 62. Specifically, the Trustee contends that all of the Debtor’s assets were

                      26      transferred to an insider-controlled entity about three months before the petition, that LaValley has

                      27      failed to turn over or account for the Debtor’s records and property, and that the Trustee is

                      28      investigating whether those transfers can be avoided and recovered under §§ 544, 547, 548, and
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           4


                        1     550. The Court should deny the Motions as to the Engineered Arts Parties.

                        2                                         II.
                                              RELEVANT FACTS AND PROCEDURAL BACKGROUND
                        3
                              A.     Engineered Arts Is a Nonparty, Accused of No Wrongdoing, That Explored a
                        4            Transaction That Never Closed.

                        5            To the extent discovery is being sought from Engineered Arts Ltd., it is a private limited

                        6     company organized under the laws of England and Wales with its principal place of business in

                        7     Falmouth, Cornwall, United Kingdom. The Movants’ exhibits list a London, United Kingdom

                        8     address for Engineered Arts’ general counsel. ECF No. 63, at 20–21. To the extent the target is

                        9     Engineered Arts Holding Company, Inc. or Engineered Arts, LLC, they are organized under the

                      10      laws of Delaware. Desmarais is Engineered Arts’ Chief Executive Officer and resides in Canada.

                      11      The Motions also name other Engineered Arts personnel and representatives, including John Pharr

                      12      (its CFO), Susan Court (its General Counsel), Joe Mardini (a consultant with Empower Industries),

                      13      and Brendan Burke (its outside counsel), none of whom is alleged to reside or work in Nevada.

                      14      ECF No. 63, at Exs. A-C.

                      15             The Movants’ filings describe Engineered Arts as an investor in Cartwheel and a potential

                      16      strategic counterparty that considered possible investment, acquisition, financing, employment,

                      17      asset-purchase, or related arrangements with Cartwheel (the “Potential Transaction”). ECF No. 63,

                      18      at 3–6; ECF No. 90, at 30–34; ECF No. 99, at 2–4. No such transaction closed. Engineered Arts is

                      19      not one of the petitioning creditors; those are RSF Robotics I, the Wong Family Revocable Trust

                      20      (the “Wong Trust”), and Nevada Battle Born Growth Escalator, Inc. (“BBG”). ECF No. 1, at 2, 4–

                      21      5. Engineered Arts has not filed a proof of claim.

                      22             The Movants’ theories concerning Engineered Arts are derivative of alleged conduct by

                      23      others. LaValley alleges that Engineered Arts may have been a potential financing, acquisition,

                      24      asset-transaction, lease, creditor-payment, or continued-business path for Cartwheel, and that its

                      25      willingness to proceed may have been affected by governance disputes, litigation threats, or trust

                      26      concerns involving Eugene Wong (“Wong”) and RSF Robotics I and its related entities

                      27      (collectively, “RSF”). ECF No. 88, at 10–11. But he does not contend that Engineered Arts,

                      28      Desmarais, or any other identified person caused Engineered Arts not to proceed or had a
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           5


                        1     prearranged asset-disposition strategy. ECF No. 63, at 15–16.

                        2            Conway’s position is similar. She alleges that, in March and April 2025, investment

                        3     discussions developed into a possible acquisition, after which Wong asserted investor and board

                        4     authority, demanded access to communications with Engineered Arts, stated that Cartwheel would

                        5     not make a counteroffer, and threatened litigation if management proceeded contrary to his

                        6     position. ECF No. 90, at 30–32; ECF No. 99, at 3–6. Her supplemental filing frames the question

                        7     as whether the prospective transaction received an independent evaluation while Wong represented

                        8     investor interests and advanced a competing financing path. ECF No. 99, at 4–6. Those are

                        9     allegations about Wong and about Cartwheel’s internal decision-making. They allege no

                      10      misconduct by Engineered Arts.

                      11             In short, nothing in the record suggests that Engineered Arts controlled Cartwheel, directed

                      12      its governance, caused its insolvency, accelerated the 2024A Notes, commenced this bankruptcy

                      13      case, or acquired estate property. The record shows only that Engineered Arts sat across the table

                      14      in discussions that Cartwheel’s own officers, directors, and investors conducted.

                      15      B.     The Movants Seek Sweeping Discovery from the Engineered Arts Parties Concerning
                                     Conduct by Others and Records That Cartwheel Itself Should Possess.
                      16
                                     The breadth of what the Movants seek from the Engineered Arts Parties is striking. The
                      17
                              LaValley 2004 Motion seeks, among other things, all of Engineered Arts’ internal evaluations of
                      18
                              Cartwheel’s assets, intellectual property, technology, employees, business prospects, and
                      19
                              acquisition value; all communications concerning any possible bidder for, or purchaser of,
                      20
                              Cartwheel or its assets; all communications concerning Cartwheel’s governance, secured claims,
                      21
                              insolvency, and bankruptcy risk; and communications concerning LaValley’s own prospective
                      22
                              employment and compensation. ECF No. 63, at 10–14. The LaValley Supplement adds Engineered
                      23
                              Arts’ diligence concerning Cartwheel’s source code, computer-aided-design materials, technical
                      24
                              continuity, and employee or founder continuity. ECF No. 88, at 19. The Second LaValley
                      25
                              Supplement purports to designate Engineered Arts and Desmarais as “core custodians” and
                      26
                              proposes that they be swept into a “first wave” of coordinated Rule 2004 discovery before the
                      27
                              continued section 341 meeting. ECF No. 97, at 3–4. The Conway 2004 Motion and Conway
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                          6


                        1     Supplement seek Engineered Arts’ communications and records concerning the March–April 2025

                        2     acquisition discussions and likewise place Engineered Arts in a proposed “first wave.” ECF No.

                        3     90, at 30–34; ECF No. 99, at 24.

                        4              The LaValley 2004 Motion’s requests, for example, include:

                        5                 (a) All communications concerning Cartwheel Robotics, Inc. between or
                                          among Gene Wong, Reno Seed Fund, RSF Robotics I, the Wong Family
                        6
                                          Revocable Trust, Nevada Battle Born Growth Escalator, Inc., Christine
                        7                 Guerci, Karsten Heise, Kyle Ferguson, Engineered Arts, Nicolas Desmarais,
                                          John Pharr, Susan Court, Brendan Burke, Empower Industries, Joe Mardini,
                        8                 ClickBio to the extent relevant, Jessica Gagliano to the extent relevant,
                                          AppDirect to the extent relevant, or their representatives.
                        9
                                          (c) All communications concerning any proposed acquisition, investment,
                      10                  financing, asset purchase, licensing transaction, strategic transaction, auction,
                      11                  “hold co” structure, employment-related transaction, investor roll-forward,
                                          claim conversion, equity exchange, capitalization structure, or other
                      12                  transaction involving Cartwheel and Engineered Arts.

                      13                  (m) All documents concerning any evaluation by Engineered Arts of
                                          Cartwheel’s assets, intellectual property, technology, employees, business
                      14                  prospects, or acquisition value.
                      15      ECF No. 63, at 10, 12. The Conway 2004 Motion similarly seeks3 broad, undefined categories:

                      16                  Section V.A.2: “What communications occurred among Engineered Arts,
                                          Gene Wong, Sam Tolkoff, Craig Macy, Cartwheel management, directors,
                      17                  investors, and counsel concerning potential investment, partnership, or
                                          acquisition opportunities”
                      18
                                          Section VI.E, first bullet: “Communications involving Engineered Arts,
                      19                  Cartwheel management, directors, investors, advisors, or counsel concerning
                                          investment opportunities, strategic partnerships, acquisition discussions,
                      20                  bridge financing proposals, or other strategic alternatives”
                      21                  Section VI.E, third bullet: “Communications concerning governance rights,
                                          investor objections, approval rights, veto rights, litigation threats, restrictions
                      22                  upon, delays of, or termination of strategic alternatives”
                      23      ECF No. 90, at 30, 36.

                      24               Read together, the requests would require the Engineered Arts Parties to collect, review,

                      25      and produce essentially every document in their files that mentions Cartwheel: every internal

                      26
                              3
                      27        Admittedly, it is unclear what precisely these requests seek, as they appear to be requests for the Trustee to conduct
                              an investigation, which is not relief properly sought through the Motions. To the extent it seeks documents,
                      28      Engineered Arts objects as set forth herein.

Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                                     7


                        1     valuation, every technical assessment of Cartwheel’s technology, every evaluation of Cartwheel’s

                        2     personnel, every communication with any third party about a possible transaction, and every

                        3     internal deliberation about whether, and on what terms, to proceed—across multiple custodians in

                        4     the United Kingdom, Canada, and elsewhere. That is the internal record of a private company’s

                        5     strategic decision-making. It is not evidence of the Debtor’s acts, conduct, or property. And in any

                        6     event, the subjects the Movants say they are investigating concern conduct by persons other than

                        7     Engineered Arts.

                        8            To the extent the Movants seek Engineered Arts’ communications with Cartwheel, those

                        9     are communications in which Cartwheel’s own management—the Movants—took part. LaValley

                      10      served as Cartwheel’s chief executive officer, and Conway as its chief operating officer, during

                      11      the period at issue. ECF No. 97, at 15, 26. The LaValley 2004 Motion attaches emails reflecting

                      12      employment discussions, a possible acquisition of assets, a proposed global resolution, and a

                      13      possible bankruptcy or asset-auction process, ECF No. 63, at 5–7, 18–30, and seeks

                      14      communications concerning LaValley’s own prospective employment and compensation. Id. at

                      15      10–11. Conway recounts the March–April 2025 acquisition discussions in detail, including what

                      16      Wong said and demanded in response to them. ECF No. 90, at 30–32; ECF No. 99, at 3–6. Those

                      17      communications are Cartwheel’s own records.

                      18      C.     The Trustee Has Not Sought the Discovery That Movants Seek, and in Fact, Is
                                     Concerned About Movants’ Conduct.
                      19
                                     The Movants acknowledge the Trustee’s authority over estate claims and state that they do
                      20
                              not seek to supplant his judgment. ECF No. 63, at 4–5; ECF No. 88, at 2; ECF No. 97, at 1–4. The
                      21
                              Trustee has not joined the Motions, adopted their proposed scope, or sought the discovery the
                      22
                              Movants seek from the Engineered Arts Parties.
                      23
                                     The Trustee has, however, raised concerns about the Movants’ own conduct and about the
                      24
                              whereabouts of the Debtor’s books and records. LaValley claims that he lost possession of
                      25
                              Cartwheel’s records when Cartwheel’s landlord—an entity owned by the Movants’ father—
                      26
                              foreclosed on and took possession of the company’s assets. See, e.g., ECF No. 61, at 1. The Trustee
                      27
                              has pushed back on that account and has identified multiple potential claims and areas of
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           8


                        1     investigation against the Movants. See ECF Nos. 13, 18, 33, 34, 41, 62, and 68. The Movants

                        2     thus ask the Court to authorize third-party discovery against a nonparty to obtain company records

                        3     that, by their own account, were taken by an entity controlled by their family.

                        4                                                   III.
                                                                         ARGUMENT
                        5
                              A.     Legal Standard.
                        6
                                     Federal Rule of Bankruptcy Procedure 2004 permits the Court, on motion of a party in
                        7
                              interest, to order the examination of any entity concerning the debtor’s acts, conduct, property,
                        8
                              liabilities, and financial condition, and any matter that may affect the administration of the estate.
                        9
                              Fed. R. Bankr. P. 2004(a), (b). An entity other than the debtor may be compelled to produce
                      10
                              documents only as provided in FRBP 9016, which incorporates FRCP 45. Fed. R. Bankr. P.
                      11
                              2004(c), 9016. In this District, “[p]roduction of documents may not be obtained via an order under
                      12
                              Fed. R. Bankr. P. 2004,” but only “via subpoena as provided by Fed. R. Civ. P. 45(a)(1)(C), as
                      13
                              adopted by Fed. R. Bankr. P. 9016.” LR 2004(c).
                      14
                                     Rule 2004’s scope is broad, but it is not unlimited. When the proposed examinee objects,
                      15
                              the party seeking the examination bears the burden of establishing good cause. In re Subpoena
                      16
                              Duces Tecum, 461 B.R. 823, 829 (Bankr. C.D. Cal. 2011). Good cause generally requires a
                      17
                              showing that the examination is necessary to establish the claim of the party seeking it, or that
                      18
                              denial would cause that party undue hardship or injustice. In re Dinubilo, 177 B.R. 932, 943 (E.D.
                      19
                              Cal. 1993); see also In re Wilcher, 56 B.R. 428, 434 (Bankr. N.D. Ill. 1985) (Rule 2004
                      20
                              examination “may not be used for purposes of abuse or harassment,” and although third parties
                      21
                              with knowledge of the debtor’s affairs may be examined, the examination “cannot stray into
                      22
                              matters which are not relevant to the basic inquiry”). Courts weigh the relevance of and need for
                      23
                              the information against the burden on the examinee, In re Drexel Burnham Lambert Grp., Inc.,
                      24
                              123 B.R. 702, 712 (Bankr. S.D.N.Y. 1991), and deny the request where the cost and disruption to
                      25
                              the examinee outweigh the benefit to the examiner. In re Eagle-Picher Indus., Inc., 169 B.R. 130,
                      26
                              134 (Bankr. S.D. Ohio 1994).
                      27

                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                            9


                        1     B.     A Rule 2004 Order Cannot Compel a Nondebtor to Produce Documents Without
                                     Compliance with FRCP 45.
                        2
                                     To the extent the Motions seek an order compelling the Engineered Arts Parties to produce
                        3
                              documents, the requested relief is procedurally unavailable. Local Rule 2004(c) expressly provides
                        4
                              that “[p]roduction of documents may not be obtained via an order under Fed. R. Bankr. P. 2004.”
                        5
                              Instead, production from a nondebtor must be sought through a subpoena under FRCP 45, as
                        6
                              incorporated by FRBP 9016. Thus, even if the Court were to authorize a Rule 2004 examination
                        7
                              of the Engineered Arts Parties, including the production of documents, that order would not itself
                        8
                              compel anything. If the Movants want documents from the Engineered Arts Parties, they must
                        9
                              serve a subpoena that complies with FRCP 45, and the Engineered Arts Parties would retain every
                      10
                              objection that FRCP 45 affords a nonparty recipient.
                      11
                                     FRCP 45, in turn, limits both where a subpoena may be served and where compliance may
                      12
                              be required. A subpoena may be served within the United States. Fed. R. Civ. P. 45(b)(2). It may
                      13
                              be served in a foreign country only on a national or resident of the United States, and then only as
                      14
                              provided in 28 U.S.C. § 1783. Fed. R. Civ. P. 45(b)(3). A subpoena may command production
                      15
                              only at a place within 100 miles of where the recipient resides, is employed, or regularly transacts
                      16
                              business in person, Fed. R. Civ. P. 45(c)(2)(A), and a court must quash a subpoena that requires
                      17
                              compliance beyond those limits. Fed. R. Civ. P. 45(d)(3)(A)(ii).
                      18
                                     The Motions ignore all these requirements. They treat the Engineered Arts Parties as
                      19
                              though they were local custodians whose files could be produced on court order. They do not
                      20
                              address service, the place of compliance, or the location of the custodians and data, and they
                      21
                              identify no basis on which a subpoena issued from this Court could even reach the files of a foreign
                      22
                              company, to the extent directed to Engineered Arts Ltd., or any of Engineered Arts’ personnel
                      23
                              abroad. Nor could they easily do so on this record: the Movants’ own exhibits reflect a London
                      24
                              address for Engineered Arts’ general counsel, ECF No. 63, at 20–21; Engineered Arts Ltd. is
                      25
                              headquartered in the United Kingdom; and Desmarais resides in Canada.
                      26
                                     If the Court permits any discovery, it should expressly provide that no production is
                      27
                              compelled by the Rule 2004 order itself and that the production may occur only through a subpoena
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                          10


                        1     complying with FRBP 2004(c) and 9016, Local Rule 2004(c), and FRCP 45, and any such

                        2     subpoena would be subject to the Engineered Arts Parties’ objections under those rules.

                        3     C.     The Movants Have Not Established Good Cause for the Sweeping Discovery They
                                     Seek from the Engineered Arts Parties.
                        4
                                     Rule 2004 permits examination concerning the debtor’s acts, conduct, property, liabilities,
                        5
                              financial condition, and matters that may affect administration of the estate. Engineered Arts does
                        6
                              not dispute that communications concerning the Potential Transaction may arguably fall within
                        7
                              that broad scope. The issue is not whether some inquiry is permissible; it is whether that potential
                        8
                              relevance supplies good cause for the discovery actually sought—every internal valuation,
                        9
                              technical assessment, personnel evaluation, acquisition analysis, third-party communication, and
                      10
                              hypothetical transaction structure in the Engineered Arts Parties’ files, see supra Part II.B—and it
                      11
                              does not. Once Engineered Arts objects, the burden rests on the Movants to establish good cause.
                      12
                              In re Subpoena Duces Tecum, 461 B.R. at 829 (once the target moves to quash a Rule 2004
                      13
                              subpoena, examiner must demonstrate good cause). The Movants have not shown that the
                      14
                              Engineered Arts Parties’ internal record concerning Cartwheel is necessary to establish any claim,
                      15
                              or that denial of such broad discovery would create undue hardship or injustice. They have not
                      16
                              made that showing because they cannot, for the reasons that follow.
                      17
                                     1.      The External Communications the Movants Seek Are Cartwheel’s Own
                      18                     Records, in Which the Movants Themselves Participated.

                      19             The first category of material the Movants seek—Engineered Arts’ communications with

                      20      Cartwheel and its stakeholders about the Potential Transaction—consists of communications to

                      21      which the Movants were parties. LaValley’s motion attaches a selection of them. ECF No. 63, at

                      22      18–30. Conway recounts others in detail. ECF No. 90, at 30–34; ECF No. 99, at 3–6. Those

                      23      communications are Cartwheel’s records, and Cartwheel’s directors, officers, and former counsel

                      24      should possess board communications, corporate records, and advice concerning strategic

                      25      alternatives. The Movants do not identify a single external communication with Engineered Arts

                      26      that is unavailable from their own files or from the Debtor’s books and records.

                      27             The Movants may respond that the Debtor’s records are not readily available. But the

                      28      reason they give for that is telling. LaValley has represented that he lost possession of Cartwheel’s
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           11


                        1     records when the company’s landlord—an entity owned by the Movants’ father—foreclosed on

                        2     and took possession of the company’s assets. See, e.g., ECF No. 61. In his Status Report, the

                        3     Trustee states that LaValley’s declaration revealed all of the Debtor’s assets were assigned to 6127

                        4     Reno Hwy, LLC in December 2025, about three months before the involuntary petition, and that

                        5     he “plans to thoroughly investigate the transfer of the Debtor’s assets to insiders” and evaluate

                        6     whether they can be avoided and recovered under Sections 544, 547, 548, and 550. ECF No. 62,

                        7     at 2:25–26. In his turnover motions and Omnibus Reply, the Trustee asserts that LaValley, as the

                        8     Debtor’s president, had “possession, custody, and/or control” of the Debtor’s books and records,

                        9     calls LaValley’s response “troubling” because it admits the property existed while denying present

                      10      possession or control, and argues that this position is not a defense but “triggers a duty to provide

                      11      information sufficient to enable the Trustee to recover estate assets.” ECF Nos. 13, at 3; 18, at 2;

                      12      33, at 3. Opposing LaValley’s request for a continuance, the Trustee argues that LaValley’s own

                      13      response “suggests that estate property may have been transferred or is held by third parties,” that

                      14      delay “will materially prejudice the estate,” and that “immediate Court intervention” is needed to

                      15      require LaValley to identify the location of estate property and cooperate in its recovery. ECF No.

                      16      34, at 3. Finally, the Trustee moved to designate LaValley as the responsible person under FRBP

                      17      9001(b)(5) because the Debtor had “failed to file any schedules or statements,” leaving him

                      18      “unable to identify assets, provide proper notice to creditors, or administer the estate,” including

                      19      “evaluating potential avoidance actions.” ECF No. 41, at 3.

                      20             Whatever the truth of the matter, the remedy for missing company records is to recover

                      21      them from the persons who have them, not to conscript a foreign nonparty into reconstructing

                      22      Cartwheel’s files from the other end of the correspondence. The Movants cannot establish good

                      23      cause for third-party discovery by pointing to a gap in the Debtor’s records that their own family

                      24      allegedly created.

                      25             2.      The Internal Materials the Movants Seek Are Irrelevant to Their Theories and
                                             Protected from Compelled Disclosure.
                      26
                                     The second category—Engineered Arts’ internal evaluations of Cartwheel’s assets,
                      27
                              intellectual property, technology, employees, business prospects, and acquisition value; its
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           12


                        1     diligence concerning source code, computer-aided design materials, and technical and personnel

                        2     continuity; and its communications with any possible bidder or purchaser, ECF No. 63, at 10–14;

                        3     ECF No. 88, at 19—never left Engineered Arts. These materials cannot show what anyone at

                        4     Cartwheel knew, said, or did. The supplements identify theories for possible future investigation,

                        5     but they do not explain why any of those internal categories is necessary to test the alleged conduct

                        6     of Wong, RSF, BBG, former counsel, or the petitioning creditors. Rule 2004’s breadth does not

                        7     transform every internal valuation, technical assessment, personnel analysis, acquisition strategy,

                        8     third-party communication, or hypothetical transaction structure in a nonparty’s files into an

                        9     appropriate subject of examination. And that material constitutes confidential commercial

                      10      information of precisely the kind for which FRCP 45(d)(3)(B)(i) expressly authorizes protection

                      11      from compelled disclosure.

                      12             The Movants may respond that Rule 2004 permits a “fishing expedition.” But that

                      13      characterization does not eliminate the good-cause inquiry. In re Subpoena Duces Tecum

                      14      recognized Rule 2004’s broad prelitigation function, but it required the examiner to demonstrate

                      15      good cause after an objection and found such cause where an independent governmental officer

                      16      investigated specific, documented proof-of-claim practices. 461 B.R. at 829–32. Here, former

                      17      officers of the Debtor seek a nonparty’s competitively sensitive internal files based principally on

                      18      allegations that other persons impaired a possible transaction. The material difference is not the

                      19      prelitigation purpose; it is the breadth, the identity of the examiner, the nonparty burden, and the

                      20      availability of more direct sources.

                      21             3.      None of the Individual Motions or Supplements Supplies Good Cause.

                      22             The LaValley 2004 Motion (ECF No. 63). The LaValley 2004 Motion seeks production by

                      23      court order, which Local Rule 2004(c) forbids. Its categories, ECF No. 63, at 10–14, consist of

                      24      external communications that LaValley already has or can obtain from the Debtor’s records, and

                      25      internal evaluations that are irrelevant to his theories and protected under FRCP 45(d)(3)(B)(i). It

                      26      should be denied as to the Engineered Arts Parties.

                      27             The LaValley Supplement (ECF No. 88). The LaValley Supplement’s theory is that Wong

                      28      or RSF may have impaired a value-preserving path. ECF No. 88, at 10–11. That theory turns
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           13


                        1     principally on the communications and conduct of Wong, RSF, and Cartwheel—not Engineered

                        2     Arts’ uncommunicated diligence materials. It supplies no cause to obtain Engineered Arts’

                        3     diligence concerning valuation, personnel, source code, computer-aided-design materials, or

                        4     technical continuity. Id. at 19.

                        5             The Conway 2004 Motion (ECF No. 90). The Conway 2004 Motion concerns whether

                        6     Wong possessed and exercised authority, whether governance provisions were validly adopted,

                        7     whether counsel had conflicts, whether financing documents were authorized, and whether the

                        8     petitioning creditors coordinated. ECF No. 90, at 26–36. Engineered Arts was not a participant in

                        9     any of those matters. As to the March–April 2025 discussions, Conway herself recounts them in

                      10      detail, id. at 30–34, and the underlying communications are available from other sources, including

                      11      the Debtor’s records.

                      12              The Second LaValley Supplement (ECF No. 97). The Second LaValley Supplement’s

                      13      request for a “coordinated” procedure does not displace FRBP 9016, FRCP 45, or Local Rule

                      14      2004(c), and its purported designation of Engineered Arts and Desmarais as “core custodians”

                      15      neither establishes good cause nor waives any objection. ECF No. 97, at 3–4. Its own reasoning—

                      16      that counterparty communications may be found in other custodians’ files, id. at 4—is a reason to

                      17      exclude the Engineered Arts Parties, not to include them.

                      18              The Conway Supplement (ECF No. 99). The Conway Supplement expands the narrative

                      19      concerning Wong’s roles, RSF financing, BBG diligence, former counsel, the Murata opportunity,

                      20      the February 2026 acceleration, and petitioning-creditor independence. ECF No. 99, at 1–24.

                      21      Almost none of it concerns Engineered Arts, and none of it alleges misconduct by Engineered

                      22      Arts. It supplies no basis to include the Engineered Arts Parties in any “first wave.” Id. at 24.

                      23      D.      The Trustee’s Control of Estate Claims Favors a Measured and Coordinated
                                      Investigation.
                      24
                                      A chapter 7 trustee has the exclusive right to sue on behalf of the estate. Estate of Spirtos
                      25
                              v. One San Bernardino Cnty. Superior Ct. Case Numbered SPR 02211, 443 F.3d 1172, 1175–76
                      26
                              (9th Cir. 2006). The potential claims described in ECF Nos. 88, 90, 97, and 99 are alleged to belong
                      27
                              to the estate, and the Trustee has not sought the discovery the Movants seek here.
                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                           14


                        1            Rule 2004 should not be administered in a manner that permits individual creditors or

                        2     former insiders to construct an unrestricted nonparty discovery record for claims that only the

                        3     trustee may ultimately prosecute. That is particularly true where the former insiders—like the

                        4     Movants—may themselves have been involved in misconduct, ECF No. 62, at 2 (Status Report

                        5     Prior to Status Hearing for May 12, 2026), and are using Rule 2004 discovery to draw attention

                        6     away from themselves and to harass creditors and nonparties. The concern is heightened where the

                        7     Movants’ filings also preview claims against former management and nondebtors, defenses to

                        8     creditor claims, objections to the petitioning creditors’ claims, and personal-liability theories

                        9     against individuals. ECF No. 97, at 2–3, 10–13.

                      10             The Movants repeatedly acknowledge the Trustee’s authority and state that they do not

                      11      seek to supplant his judgment. ECF No. 63, at 4–5; ECF No. 88, at 2; ECF No. 97, at 1–4. That

                      12      concession supports a measured procedure. Before a nonparty is required to produce internal

                      13      commercial files, the Trustee should identify whether he supports the inquiry, intends to conduct

                      14      it, or believes a narrower record is sufficient. If the Trustee seeks transaction-specific

                      15      communications that are discoverable and not otherwise available to the parties, Engineered Arts

                      16      is prepared to confer and cooperate with the Trustee to facilitate an efficient response to any such

                      17      inquiry. The Motions, and the sprawling discovery they seek, are a different matter altogether.

                      18      ///

                      19

                      20      ///

                      21

                      22      ///

                      23

                      24      ///

                      25

                      26      ///

                      27

                      28      ///
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                          15


                        1                                                IV.
                                                                      CONCLUSION
                        2
                                     For the foregoing reasons, the Court should deny the Motions [ECF Nos. 63, 88, 90, 97,
                        3
                              and 99] to the extent they seek any discovery from the Engineered Arts Parties. Any order entered
                        4
                              on the Motions should further provide that it does not compel production by any person, makes no
                        5
                              finding concerning service, personal jurisdiction, or place of compliance as to any of the
                        6
                              Engineered Arts Parties, and preserves all of their objections under FRBP 2004 and 9016, FRCP
                        7
                              45, and applicable law.
                        8
                                     DATED this 22nd day of September, 2026.
                        9
                                                                          GARMAN TURNER GORDON LLP
                      10
                                                                          By: /s/ Teresa M. Pilatowicz
                      11                                                      TERESA M. PILATOWICZ, ESQ.
                                                                              7251 Amigo Street, Suite 210
                      12                                                      Las Vegas, Nevada 89119
                      13                                                      Attorneys for Engineered Arts Holding
                                                                              Company, Inc.
                      14

                      15

                      16

                      17

                      18

                      19

                      20

                      21

                      22

                      23

                      24

                      25

                      26

                      27

                      28
Garman Turner Gordon LLP
7251 Amigo Street, Ste. 210
   Las Vegas, NV 89119
      (725) 777-3000                                                         16

Case 26-50278-hlb       Doc 107     Entered 09/25/26 17:22:59       Page 1 of 5

 1 Sallie B. Armstrong, Esq. (NSBN 1243)
   Jimmy F. Dahu, Esq. (NSBN 17061)
 2 McDONALD CARANO LLP
   100 W. Liberty Street, 10th Floor
 3
   Reno, NV 89501
 4 Telephone: (775) 788-2000
   sarmstrong@mcdonaldcarano.com
 5 jdahu@mcdonaldcarano.com

 6 Attorneys for Petitioning Creditors and the Wong
   Parties
 7
                             UNITED STATES BANKRUPTCY COURT
 8
                                 FOR THE DISTRICT OF NEVADA
 9
   In re                                            Case No.: 26-50278-hlb
10                                                  Involuntary Chapter 7
   CARTWHEEL ROBOTICS INC.,
11                                                  OBJECTION TO NOTICE OF SUBPOENA
                   Alleged Debtor.                  PURSUANT TO FEDERAL RULE OF
12                                                  BANKRUPTCY PROCEDURE 9016,
                                                    FEDERAL RULE OF CIVIL PROCEDURE
13                                                  45, AND LOCAL RULE 9016(b) ON
                                                    EUGENE WONG
14
                                                    Date of Hearing: N/A
15                                                  Time of Hearing: N/A
16

17         Eugene Wong, individually, as manager of RSF Robotics I, a series of RSF Master LLC

18 (“RSF Robotics I”), and as trustee of the Wong Family Revocable Trust (the “Wong Trust”)

19 (collectively, the “Wong Parties”), hereby object (“Objection”) to the Notice of Subpoena Pursuant

20 to Federal Rule of Bankruptcy Procedure 9016, Federal Rule of Civil Procedure 45, and Local Rule

21 9016(b) on Eugene Wong [ECF No. 102] (“Subpoena”) filed by Scott LaValley (“LaValley”) on

22 September 17, 2026, as follows:

23         The Wong Parties submit this Objection under Fed. R. of Bank. Proc. 9016 (“Bankruptcy

24 Rule 9016”), which incorporates Fed. R. Civ. Proc. 45.

25         1.      The Wong Parties object to the Subpoena on the ground that it was improperly issued.

26 There is no pending action, contested matter, adversary proceeding, Rule 2004 examination order,

27 or other procedural basis authorizing discovery. Discovery under Bankruptcy Rule 9016 generally

28 must be related to a pending matter.

      Case 26-50278-hlb         Doc 107     Entered 09/25/26 17:22:59       Page 2 of 5

 1          2.        The Wong Parties further object to the Subpoena under Fed. R. Civ. Proc.

 2 45(d)(2)(B) because the Subpoena imposes undue burden and expense on the Wong Parties in

 3 violation of Fed. R. Civ. Proc. 45(d)(1) (requiring the party issuing a Rule 45 subpoena to “take

 4 reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena”).

 5 The Subpoena comprises nineteen compound categories, most demanding “all Documents and

 6 Communications” on multiple subjects, for a period from January 1, 2024, through the date of

 7 production, with no time limit at all for documents concerning the formation or origination of any

 8 entity, agreement, or right (Instruction M), and concludes with a catch-all demand for all documents

 9 and communications “concerning Cartwheel Robotics, Inc.” (Request No. 19).

10          3.        The Wong Parties further object to the Subpoena as irrelevant, overbroad, and

11 disproportionate to the bankruptcy case, as the requests do not seek information to which LaValley

12 is not entitled.

13          4.        The Wong Parties further object to the Subpoena to the extent the requests therein

14 seek information and/or documents containing commercially and competitively sensitive,

15 confidential, proprietary, and/or trade-secret information and/or material impinging on the privacy

16 interests of the Wong Parties and other non-parties.

17          5.        The Wong Parties further object to the Subpoena as the Subpoena seeks to

18 circumvent the Federal Rules of Civil Procedure and the Federal Rules of Bankruptcy Procedure to

19 obtain information for unknown purposes which are unrelated to the administration of the estate.

20          6.        The Wong Parties further object to the Subpoena as an improper attempt to obtain,

21 without leave of Court, the same discovery that Mr. LaValley and Samantha Conway seek through

22 their pending motions for Rule 2004 examination [ECF Nos. 63, 88, 90, 97, and 99] (the “2004

23 Motions”). The Petitioning Creditors have opposed the 2004 Motions [ECF No. 103], and the 2004

24 Motions are set for hearing on October 6, 2026. The dispute over an opposed Rule 2004 request

25 “involves the right to the examination itself.” Rigby v. Mastro (In re Mastro), 585 B.R. 587, 598

26 n.16 (B.A.P. 9th Cir. 2018). LaValley may not use a subpoena to obtain the very discovery, the

27 propriety of which is pending before the Court.

28          7.        The Wong Parties further object to the Subpoena because it exceeds the permissible

                                                      2

       Case 26-50278-hlb       Doc 107      Entered 09/25/26 17:22:59        Page 3 of 5

 1 scope of discovery in a bankruptcy case. Examination under Fed. R. Bankr. P. 2004 is limited to the

 2 acts, conduct, or property or the liabilities and financial condition of the debtor, and to matters that

 3 may affect the administration of the debtor’s estate. Fed. R. Bankr. P. 2004(b). The Subpoena seeks

 4 the internal formation, ownership, management, investment decisions, and investor communications

 5 of the Wong Parties, and non-debtor investment vehicles.

 6          8.      The Wong Parties further object to the Subpoena because LaValley has no authority

 7 to act on behalf of the Trustee. To the extent the Subpoena seeks information to investigate potential

 8 claims of the bankruptcy estate, that investigation belongs to the Chapter 7 Trustee, not to LaValley.

 9 To the extent the Subpoena seeks information concerning LaValley’s personal disputes, including

10 the alleged signature on an April 2025 bridge financing term sheet, statements allegedly made

11 concerning a financing transaction, and life insurance on LaValley’s life, it seeks discovery in aid

12 of LaValley’s private interests rather than the administration of the estate.

13          9.      The Wong Parties further object to the Subpoena to the extent it seeks documents or

14 communications protected by the attorney-client privilege, the work-product doctrine, the common-

15 interest doctrine, or any other applicable privilege or protection, including communications between

16 the Wong Parties or the Petitioning Creditors and their counsel concerning the involuntary petition

17 and this bankruptcy case. FRCP 45(d)(3)(A)(iii).

18          10.     The Wong Parties finally object to the Subpoena because it fails to comply with

19 Local Rule 9016(b). The Subpoena was not served until September 24, 2026, and therefore, it

20 requires the Wong Parties to respond within a time period that is less than the 14-day period provided

21 under Local Rule 9016(b). See Local Rule 9016(b) (“[T]he attorney for the party may issue and

22 serve a subpoena duces tecum using Official Form 2570 as long as the date set for production is

23 more than 14 days from the date of service of the subpoena; otherwise, the attorney for the party

24 must proceed under LR 2004(d) and obtain a court order in advance.”).

25 / / /

26 / / /

27 / / /

28 / / /

                                                      3

      Case 26-50278-hlb       Doc 107     Entered 09/25/26 17:22:59       Page 4 of 5

 1         The Wong Parties reserve all rights, including the right to supplement or amend these

 2 objections, to move to quash or modify the Subpoena or for a protective order, and to seek sanctions

 3 under FRCP 45(d)(1).

 4         DATED this 25th day of September, 2026.

 5                                               McDONALD CARANO LLP

 6                                          By: /s/ Sallie B. Armstrong
 7                                              Sallie B. Armstrong, Esq. (NSBN 1243)
                                                Jimmy F. Dahu, Esq. (NSBN 17061)
 8                                              100 W. Liberty Street, 10th Floor
                                                Reno, Nevada 89501
 9                                              sarmstrong@mcdonaldcarano.com
                                                jdahu@mcdonaldcarano.com
10
                                                 Attorneys for Petitioning Creditors
11                                               and the Wong Parties

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

                                                    4

      Case 26-50278-hlb        Doc 107      Entered 09/25/26 17:22:59        Page 5 of 5

 1                                    CERTIFICATE OF SERVICE

 2          I hereby certify that on September 25, 2026, I served the foregoing document on the

 3 following parties through the Court’s CM/ECF electronic mail system at the addresses listed below:

 4          BRADLEY G. SIMS - trustee@trusteesims.com, bgs@trustesolutions.net

 5          U.S. TRUSTEE - RN - 7 - USTPRegion17.RE.ECF@usdoj.gov
 6
            JACOB L. HOUMAND jhoumand@houmandlaw.com, bsims@houmandlaw.com,
 7          2082209420@filings.docketbird.com

 8          TERESA M. PILATOWICZ tpilatowicz@gtg.legal, bknotices@gtg.legal
 9          I further certify that I caused to be served the foregoing document on the following parties
10 by U.S. first-class mail, postage prepaid as indicated below:

11           6127 RENO HWY LLC                                  Cartwheel Robotics Inc.
             C/O WILLIAM (BILL) LAVALLEY                        6127 Reno Hwy
12
             6127 RENO HWY                                      Fallon, NV 89406
13           FALLON, NV 89406
                                                                Scott LaValley
14           AUTONOMOUS OPS, INC.                               5586 Rivers Edge Drive
             C/O WILLIAM (BILL) LAVALLEY                        Fallon, NV 89406
15           6127 RENO HWY
16           FALLON, NV 89406                                   Samantha Conway
                                                                5512 Rivers Edge Drive
17                                                              Fallon, NV 89406

18
            I declare under penalty of perjury that the foregoing is true and correct.
19

20          DATED this 25th day of September, 2026.

21                                                                 /s/ Misti Hale
                                                                   Misti Hale
22

23

24

25

26

27

28

                                                      5

Cartwheel Robotics Inc. 26-50278-RE-9-28-26 341 MOC Pt 1
[Speaker 1]

All right everyone, this is going to be track number one calling case number 26-50278 in raid
Cartwheel Robotics Inc. This is the time and place for the one, two, three, four, fifth continued
341 for Cartwheel Robotics Inc. case number 26-50278 HLB.

What we'll do is we'll start with appearances. Let's go ahead and go around the room. Who do I
have appearing for the debtor today?

Myself, Scott LaValle. Scott LaValle, you're here. Ms. Conway, are you here?

[Speaker 3]

I am here.

[Speaker 1]

All right, could you state your full name for the record? Samantha Conway. All right, let's go
ahead and let's swear in Mr. LaValle. Mr. LaValle, will you raise your right hand and you solemnly
swear affirm to tell the truth, the whole truth, and nothing but the truth? I do. That'll do.

Go ahead and put your hand down. Ms. Conway, will you please raise your right hand? Do you
solemnly swear to tell the truth, the whole truth, and nothing but the truth?

I do. That'll do. All right, put your hand down.

All right, Mr. Anderson, where are you at?

[Speaker 4]

I'm here on the screen. Can you see me? I can see you.

How are you doing, Mr. Anderson? Very great. Thank you very much again for your consideration
in moving this hearing to allow me time to kind of get on board and be ready to go.

[Speaker 1]

There's a lot to absorb. It's great to finally meet you in person. I think I followed you on a case or
two over the years.

[Speaker 4]

We've crossed paths many times.

[Speaker 1]

But I don't think, well, in person. In person on Zoom. As in person as things get in today's day and
age, it's wonderful to see you.

So Mr. Anderson, why don't you go ahead and state your appearance?

[Speaker 4]

Sure. Caleb Anderson, counsel for Scott LaValle and Samantha Conway for limited purposes of
just this 341A hearing.

[Speaker 1]

All right. So and just to clarify, you're, for lack of a better term, specially appearing? Brief, yes.

Okay. In other words, you've been retained to represent parties specifically for the 341 hearing
and the representation at this time does not extend beyond that?

[Speaker 4]

That is correct. All right.

[Speaker 1]

And just so that I'm clear on the record, you are retained to represent Scott LaValle and
Samantha Conway in their individual capacities. Is that correct?

[Speaker 4]

Their capacities as representatives of the debtor.

[Speaker 1]

Perfect. Okay. All right.

Now that, oh, we've got one more person who's straggled in. Let's get them in. All right.

Now that I have appearances for the debtor and the debtor's representatives, let's see. Do I have
any creditors here? Mr. Dehu, are you here?

[Speaker 7]

Good morning, Trustee Sims. Jimmy Dahu from McDonald's Cronin on behalf of RSF Robotics
One, the Wong Family Revocable Trust and Nevada Battle Born Growth Escalator, Inc.

[Speaker 1]

All right. And for the record, your client, one of your clients, Mr. Wong, is on the phone as well. Is
that right?

[Speaker 8]

Yes, it appears so.

[Speaker 1]

All right. That's good. Let's turn, let me just go down the list on the side of my screen.

Do I have someone named Nettie Oliverio here?

[Speaker 6]

Yes. Good morning.

[Speaker 1]

All right. Ms. Oliverio, who are you here representing?

[Speaker 6]

Foothill Partners, the Addy District LLC.

[Speaker 1]

All right. And that was a lease that the debtor had. Is that right?

[Speaker 6]

That is correct.

[Speaker 1]

Was that a real property lease or what lease was that?

[Speaker 6]

Yes. Real property.

[Speaker 1]

What, just so that I can store everything in my brain. What real property was that lease for?

[Speaker 6]

It is for the Addy District on Addy Boulevard in Sparks.

[Speaker 1]

Okay. All right. So, Nettie Oliverio, you're here for Foothill.

Let's see. Jimmy, we've got your appearance. Sean is here.

Sean, are you planning on making an appearance in Cartwheel Robotics? Are you here for
Pleasants? I was here for Pleasants.

All right. Well, I'm not, I wasn't planning on taking appearances on that one. I'm just going to
conclude it on the record.

[Speaker 4]

Okay. Then I'll jump off.

[Speaker 1]

You can jump off. No, you're fine. I appreciate you checking and making sure.

All right. All right. Take care.

And then do I have a Steve Rosenbluth? Yes. Hello.

Mr. Rosenbluth. Hello. How are you today?

I'm all right. All right. And are you representing anyone?

Are you representing yourself? What capacity are you here in?

[Speaker 5]

I'm the president of Concept Overdrive Incorporated and we're creditors. I'm forgetting which way
you say this. But yes, we're owed money by Cartwheel.

[Speaker 1]

Owed money by Cartwheel. I think generally the term for that is creditor. All right.

Okay. And which creditor are you here for again?

[Speaker 5]

Concept Overdrive.

[Speaker 1]

Concept Overdrive. And what's your relationship to Concept Overdrive?

[Speaker 5]

I'm the president. Okay.

[Speaker 1]

All right. All right. Let's see.

All right. Do I have any other party whose appearance I haven't noted? Anyone at all?

Don't be shy if you're out there. All right. So let's see.

We've taken appearances. We've sworn the debtors. All right.

Let's just clarify. We've had a lot of testimony in this case prior. So we do finally have schedules.

And so my intention today is to focus questions on the schedules. I'm going to ask the questions
that I generally ask in a Business 341 as I can finally do that. So let me just clarify a few things for
the record.

Let's direct this to Mr. Lavalle. Mr. Lavalle, just to clarify one more time, what was your position
with the debtor? CEO.

All right. And then Ms. Conway, what was your position with the debtor? COO.

All right. So I'm going to start with Mr. Lavalle. Mr. Lavalle, are you familiar with the petition and
schedule?

Well, are you familiar with the bankruptcy schedules that have been filed by the debtor? I am. All
right.

And how is it that you're familiar with those schedules?

[Speaker 2]

I completed them.

[Speaker 1]

All right. Ms. Conway, are you familiar with the bankruptcy schedules?

[Speaker 3]

Yes, I am.

[Speaker 1]

All right. And how is it that you're familiar with them? I worked with Scott for order to file them.

All right. Okay. And there's a small chance that I've made this work correctly.

I think I've tried to put them up on the screen. Does this look like the bankruptcy schedules? Yep.

And Ms. Conway, is that your testimony as well? Yes. All right.

Yes, it appears to be. Okay. All right.

Who signed these bankruptcy schedules, Mr. Lavalle? Was it you or was it Ms. Conway or me? I
believe I did.

Okay. I signed and filed. Okay.

So is that signature your own? Show me. Well, let me see if I can find it.

Let me see if they are signed.

[Speaker 2]

I'm looking at the docs myself trying to figure out.

[Speaker 1]

Usually it's the last page. Okay. I think roundabout page 33 is the financial affairs.

Is there a deck? No, wait, hold on. Let me see.

[Speaker 2]

I see here. It's on 207, right? Should be.

Yep. That's me.

[Speaker 1]

Okay. Initial form 207. That's statement of financial affairs.

Let's see. Do we have a declaration in support of the schedules? Yeah.

It's a separate form, but we do have schedules. Age, co-debtors. Let's see.

There's usually a declaration concerning the schedules. I don't see it on that document.

[Speaker 2]

Is it part 14 of 207?

[Speaker 1]

Let's see. That would be the statement of financial affairs. Official form 206 AB.

I apologize if this is tedious for any of the people watching, but it's important. I don't see a
declaration concerning debtor's schedules. I apologize.

I didn't note it in preparation for the hearing, otherwise I would have contacted you. That may just
need to be filed. Okay.

All right. But you have had a chance to review these schedules and you're familiar with them?
Yes.

All right. Did you read the petition schedule statements and related documents before you signed
them?

[Speaker 2]

Did I read the schedules before I signed them?

[Speaker 1]

Yeah.

[Speaker 2]

Well, yeah. I completed them.

[Speaker 1]

Okay. And Ms. Conway, did you read and examine these schedules before they were filed? Yes.

All right. And we've covered this a little bit, but Mr. Lavalle, you're personally familiar with the
information contained in these schedules, statements, and related documents? Yes.

All right. Ms. Conway, are you familiar with the information contained in the schedule statements
and related documents? Yes.

All right. And Mr. Lavalle, to the best of your knowledge, is the information contained in the
schedules and statements and related documents true and correct? Yes.

Ms. Conway, same question. To the best of your knowledge, is the information contained in the
schedules and statements and related documents true and correct? Yes.

All right. Mr. Levallee, are all the assets of the debtor identified on the schedules?

[Speaker 2]

I believe so.

[Speaker 1]

Alright. Ms. Conway, are all the assets of the debtor identified on the schedules? Yes.

Alright. Mr. Levallee, are all the creditors of the debtor listed on the schedules. To the best of your
knowledge.

[Speaker 2]

Yes, to the best of my knowledge.

[Speaker 1]

Alright. And Ms. Conway, to the best of your knowledge, do the schedules and statements list all
of the creditors of this debtor? Yes.

Alright. We've covered, let's see, we've covered in the past, business did cease operations. We
covered the nature of the debtor's business, covered the members and shareholders.

All right, okay. So, Mr. LaValle, I have on the line a second creditor for a business premises. Did
the debtor operate, well I know the debtor operated out of that 6127 Reno Highway.

Did it have a second location?

[Speaker 2]

Not that I'm aware of.

[Speaker 1]

All right, Ms. Conway, did the debtor have a second location it was operating out of? We had a
future lease. Future lease.

All right, so the debtor was planning on moving premises from 6127 and going to another place.
Correct, yes. And did the debtor sign a lease or perspective lease for for that premises?

[Speaker 2]

Yep.

[Speaker 1]

All right, and Ms. Conway, I'm gonna, we're recording this so I can see you nodding your head
and I know what that means, but I got to have you answer out loud. Yes. Okay, all right, and why
was the debtor looking to move locations?

[Speaker 2]

Get closer to Reno. Closer. And expand.

All right.

[Speaker 1]

Okay, let me take a little look at the debtor's schedules and we'll go from there. Let's take a look.
Now I'm gonna play with fire and try and share my screen one more time.

What the heck is going on? Let's see. Screen one.

That's what I want right there. All right. All right, are you able to see this document that I'm
scrolling through?

Yes. All right, so did the debtor have any cash on hand as of the date of filing? Unknown.

Unknown, all right. Do you know who would know?

[Speaker 2]

I think it's unknown. Sam, do you have?

[Speaker 3]

There is no cash on hand for the business.

[Speaker 1]

All right, let's see. Okay, and then we've got checking accounts. We've got an attachment, so we'll
look at that.

Okay, all right, so these are all the assets of the debtor. It looks like they're mostly gone by the
filing date. We have AB part 11 continuation, potential causes of action, rights of discovery.

So we'll scroll down here and take a look at those. All right, so part one, checking and savings.
We've identified one, two, three, four, about five Bank of America accounts.

Is that right? Yes. All right, and then what's happened to the $5,144.47 that was in this savings
account?

[Speaker 2]

I need to look at the bank statements.

[Speaker 1]

Okay, let's see, and then continuation, interest in insurance policies, potential insurance rights,
current value unknown. What interest in insurance policies does the debtor have that you're
aware of, Mr. Lavalle?

[Speaker 2]

That's DNO, right? DNO coverage?

[Speaker 1]

Would probably include that, yeah. Does the debtor have DNO coverage? I believe it does.

All right. Ms. Conway, are you aware if the debtor has DNO coverage?

[Speaker 3]

The debtor had DNO coverage, and they believe a tail policy was purchased.

[Speaker 1]

All right, do you know when the tail policy ends? When it ends? In other words, is it coming up to
be canceled?

[Speaker 2]

We did receive notice from DNO that there was concerns about payments being made on the full
policy prior to the tail policy.

[Speaker 1]

Okay, could you forward that communication to my counsel if you haven't done so? All right, so
we've got line 74, cause of action against third parties, governance and fiduciary claims involving
Gene Wong RSF. Who did you mean by RSF?

[Speaker 2]

Reno Seed Fund.

[Speaker 1]

All right, so that's clear on the record. What potential causes of action do you believe the debtor

possesses? This is the debtor, not anyone individually, but the debtor.

What potential causes of action do you believe the debtor possesses against either Gene Wong
or RSF?

[Speaker 2]

I think it spells it out, but fiduciary duty, breach of.

[Speaker 1]

Okay, what would be the basis of the breach of fiduciary claim, fiduciary duty claim?

[Speaker 2]

I would need to speak to an attorney to understand that better.

[Speaker 1]

Okay, all right. Ms. Conway, do you have any insight into what the basis of a breach of fiduciary
claim against either Gene Wong or RSF would be?

[Speaker 3]

I think it's spelled out here with the, there was some breaches early on and throughout.

[Speaker 1]

Okay, are there any facts you're aware of that give rise to that? I mean, roughly, if I'm, if I were to
go out and allege a claim against Gene Wong and RSF or RSF, what exactly would I be saying
they did wrong?

[Speaker 2]

Investor side pressure, I mean, it says it right here, right? No daughter consent, protective
provisions, were they proper or not, suing, threats of suing throughout, you know, the business
operations.

[Speaker 1]

All right, do you have any sense of what these, the value of these claims would be? No idea.
Okay, all right, and then you've listed financing interference.

What exactly would be the substance of that claim?

[Speaker 2]

Again, threatening to sue if potential acquisition wasn't churned down, threatening to tank the
deal if Gene's protective provisions were not reinstated, along those lines.

[Speaker 1]

Okay, and was this, I'm seeing this roughly, I have a little bit of time on my head, is this a rise out
of conduct that occurred on or about August 18th?

[Speaker 2]

Yes.

[Speaker 1]

All right, was Gene Wong a member of the debtors board on or about August 18th?

[Speaker 2]

I don't think he ever was properly appointed to the board.

[Speaker 1]

Okay.

[Speaker 2]

Part of the dispute.

[Speaker 1]

All right, he may or may not have been, was he... Maybe de facto. All right, even if it was
improper, was he on the board on August 18th, 2025?

[Speaker 2]

De facto, director.

[Speaker 1]

Okay, all right, and then again, was he on the board even if improperly so on November 6th,
2025?

[Speaker 2]

I don't recall at what point the COF was updated, so he may or may not have been a director at
that time.

[Speaker 1]

All right, all right, and then you've got engineered arts and other strategic transaction interference,
and this is again a claim against Gene Wong. What exactly is that claim?

[Speaker 2]

That's when EA initially wanted to acquire Cartwheel and Gene thought it was too early and
threatened to sue if I didn't turn down that acquisition.

[Speaker 1]

All right, and roughly when did that take place?

[Speaker 2]

Oh, geez, very, very early on. Samantha might have a better understanding of the date.

[Speaker 3]

It was around April of 25.

[Speaker 1]

April of 2025, okay. All right, and then I've got amended certificate of incorporation and
government's document claims. This is again a claim against Gene Wong and RSF related
entities.

What is the substance of this claim that's been listed?

[Speaker 2]

Was it was it ever properly amended? Okay. We had dual representation.

Okay, when you say there was no shareholder approval or board consent to make that change,
and there was no proper informed consent to the CEO to make that change.

[Speaker 1]

Okay, what do you mean by there wasn't proper? What do you mean?

[Speaker 2]

Counsel did not run us through word-by-word the language in that ACOI. Okay, and as he did
with the notes. Okay, which notes?

The convertible notes.

[Speaker 1]

Okay, all right, so and then you've got prior counsel Craig Macy, professional liability and conflicts
claims. What's the substance of that claim?

[Speaker 2]

He represented both RSF, Gene Wong, we believe, and Cartwheel Robotics without a conflict
waiver. We don't know who he was really acting for.

[Speaker 1]

Okay, all right, and what, for lack of a better phrase, what exactly do you believe Craig Macy did
wrong in representing both of you?

[Speaker 2]

He committed potentially malpractice. How? I think we'd have to dig into that.

I think an attorney would have to dig into that.

[Speaker 1]

All right, then you've listed 74.6, loss of financing, strategic alternatives, and enterprise value,
potential claims against directors, officers, and potential creditors. All right, what's the substance
of this claim?

[Speaker 2]

74.6, petitioning creditors. I think that Gene impaired strategic alternatives, and we missed out on
opportunities to be acquired.

[Speaker 1]

Okay, all right, and then I've got 74.7, petitioning creditors, side-by-side conduct. What's the
substance of this claim?

[Speaker 2]

This was a demand letter conduct acceleration. To this day, we still don't know what note holders
Gene or his attorney represented at the time that these notes were supposedly accelerated. It's
the same thing in the demand letter.

We don't know who, what note holders he was actually speaking for. We don't know what type of
vote was taken by the note holders to accelerate.

[Speaker 1]

Okay, all right, and then you've got 74.8, potential cartwheel-owned claims implicated by creditor
allegations. What's the substance of this of this claim?

[Speaker 2]

Potential cartwheel-owned claims. I'd have to dig into this one.

[Speaker 3]

All right.

[Speaker 2]

Sam, do you have any color?

[Speaker 3]

No, I think some of these merged together.

[Speaker 2]

Yeah, I think a lot of them overlap.

[Speaker 1]

All right, okay, and then I've got other professional and third-party liability complaint. Potential
claims against officers, directors, and investors, petitioning creditors, piracy, etc. What's the
substance of this claim?

[Speaker 2]

Professional and third-party liabilities, potential claims against directors, officers, investors. Yeah,
it's all overall with respect to governments and financing strategic alternatives. So, it's all
overlapping around interference.

[Speaker 1]

Okay, and then I've got 74.10, other potential causes of action, rights of recovery. Do you know
what the substance of this claim would be?

[Speaker 2]

Pre-petition events for the restitution. Yeah, I think a lot of this depends on the discovery,
protection of documents through Rule 2004.

[Speaker 1]

All right. All right, and so then I've got a line 75 that says counterclaim self-recruitment
contribution indemnification right. Is there anybody against, well, is there anybody who has to
indemnify Cartwell Robotics or whom Cartwell Robotics might have a claim against for
indemnification?

[Speaker 2]

I'm not sure.

[Speaker 1]

Okay. Ms. Conway, do you have any insight? I do not.

All right, Schedule D, a bunch of secured creditors. Well, we've got you, Mr. LaValle, and you,
Ms. Conway, and that arises out of UCC, a UCC security interest that was recorded?

[Speaker 2]

Yes, yes.

[Speaker 1]

All right. Okay. All right, I'm sure that will come up a little bit more.

All right, and then we've got a list of creditors. Mr. LaValle, you've listed a claim for deferred
wages. Yep.

Is there an agreement that entitles you to deferred wages?

[Speaker 2]

There's no paper agreement. I was not paying myself market rate for a very long time and going
without pay.

[Speaker 1]

All right, Ms. Conway, is there a written agreement that entitles you to $183,645.82 in deferred
wages?

[Speaker 3]

There is no written agreement. All right. Our attorney would not allow that at the time.

[Speaker 1]

And who was that attorney? Craig Macy. Craig Macy.

Okay. Let's see, we've got Murphy, Concept, Overdrive, Fenwick & West, California Franchise
Tax Board for unpaid taxes, Longboat Trust, Convertible Promissory Note. Let's see.

Okay. So, going back to this lease at the Audie District, when was this signed, this lease?

[Speaker 2]

I don't have the date in front of me.

[Speaker 1]

Do you know roughly?

[Speaker 2]

I don't, Samantha.

[Speaker 3]

It was a conditional letter of intent, then it transferred to a lease. I don't have the exact dates that
was signed.

[Speaker 1]

Was it in 2025? It would have been before or after June 1st, 2025?

[Speaker 3]

It would have been after, I believe. I'm not sure, though. We'd have to...

Nettie might be able to give color on that.

[Speaker 1]

All right. Well, I don't have Nettie under oath. She's here voluntarily.

She's not here to represent the debtor. I don't have the ability to compel her to answer under
oath. 6127 Reno Highway.

All right. No executory contracts or leases. Co-debtors.

Mr. LaValle, did you cosign or are you personally liable on any debts of the debtor?

[Speaker 2]

Not that I'm aware of. All right.

[Speaker 1]

Ms. Conway, did you cosign or are you personally liable on any debts of the debtor?

[Speaker 3]

No, I am not. And this was all as of date of bankruptcy.

[Speaker 1]

All right. I just wanted to double check and make sure. Let's see.

We've got revenue. All right. We've got contemporaneous reimbursement of ordinary business
expenses.

That's in the bank statements. We've got the strict foreclosure. All right.

How did you come up with the value of the property transferred on number five? Which schedule
is this? This is on the Statement of Financial Affairs.

It's found at ECF number 96, page 22 of 33.

[Speaker 2]

I believe that's from the appraisal.

[Speaker 1]

The appraisal was about $200,000 more.

[Speaker 2]

Not after you subtract out the leases. All right. So you netted some leases to come up with this
number?

Yeah.

[Speaker 3]

The leased equipment was removed from the transfer.

[Speaker 1]

Okay. But the leased equipment was transferred, right?

[Speaker 2]

Do you have to review the agreement, the foreclosure agreement on what was transferred? All
right.

[Speaker 1]

Is it your understanding that the leased equipment was transferred? I think it was abandoned. It
was abandoned.

What does that mean?

[Speaker 2]

It means it was left on premise.

[Speaker 1]

Okay. It was left on premise by the debtor?

[Speaker 2]

Yes.

[Speaker 1]

And you don't know what happened to it?

[Speaker 2]

After it was left on premise? Yes. I'm assuming it was probably taken back by the leasing
companies.

[Speaker 1]

Did 6127 Reno Highway come into possession of that property?

[Speaker 2]

Did they come into possession of that property? Well, I'd stick with what I said. It was abandoned.

So, yeah.

[Speaker 1]

Payments, set-offs, distribution, or withdrawals. All right. Why are the liens that were perfected in
favor of Scott LaValle, Samantha Conway, and 6127 not listed in this section?

Payments, distribution, and withdrawals credited or given to insiders.

[Speaker 3]

I don't think that's a payment, distribution, or withdrawal from my understanding.

[Speaker 1]

All right. It does say provide an insider with value in any form. A lien is value.

[Speaker 3]

The lien existed prior to a year before.

[Speaker 1]

But it wasn't perfected.

[Speaker 3]

I'm not familiar with...

[Speaker 2]

Yeah, we're not bankruptcy attorneys, or CPAs, or bookkeepers, or accountants. So, if it should
have been here, then we can refile and add it.

[Speaker 1]

All right. My opinion is that should be done. I'll let you discuss that with your attorney, because it's
not my opinion that governs what appears on this.

All right. But I'll leave it to you and your attorney to discuss that. All right.

Let's take a look. Let me stop the sharing. All right.

Okay. Let's see. We've done that.

Do I have a copy of the debtor's latest tax return?

[Speaker 2]

I don't know.

[Speaker 1]

Let's see. I'll have to take a look and see. Ms. Conway, who was the accountant that filed the last

tax return for the debtor?

[Speaker 3]

It was Albright and Associates.

[Speaker 1]

All right. And to the best of your knowledge, did it file a 2024 tax return?

[Speaker 3]

Our fiscal year was off, so I'm not sure. 24 versus 25. But they filed the last one.

The previous CPA filed before that.

[Speaker 1]

Okay. All right. Okay.

Those are my questions for the debtor. I have a number of parties here. I want them to be able to
ask the questions that they want to ask.

Why don't we take a 10-minute break? We'll come back on, and we'll start with creditor questions.
So I'm going to go ahead.

I'm going to put everybody back in the waiting room. We'll take a 10-minute break, and we'll
resume. All right.

All right. And put everyone back in. Here we go.

Off record.

Cartwheel Robotics Inc. 26-50278-RE-9-28-26 341 MOC Pt 2
[Speaker 2]

This is track two. We are back on record in case number 26-50278 in Ray Cartwell Robotics, Inc.
All right, I've concluded my questioning of the debtor for the day.

Those are the questions that I have, so at this time we'll go ahead and let any creditors who wish
to inquire of the debtor, they can go ahead and ask their questions. Ms. Oliverio, would you like to
begin? Do you have any questions that you'd like to ask the debtor's representatives at this time?

I do not, thank you. All right. Mr. Rosenbluth, do you have any questions that you would like to
ask the debtor's representatives at this time?

[Speaker 5]

Really, this is my first time, so really just very general. What is the the nature of the dispute?
There's this company, RSF.

What is RSF claiming in terms of what might have been done wrong by the debtors?

[Speaker 2]

And is that question directed to Mr. LaValle or Ms. Conway?

[Speaker 5]

That's directed to the debtors, to either Scott or Samantha.

[Speaker 4]

Yeah, Steve, I think most of that's covered on the record to the docket, but they've made
numerous claims.

[Speaker 5]

Okay. I mean, my position as a creditor is that I worked with Cartwheel as an engineering
consultant, so if there's anything that I can clarify as part of those claims, I would, because I
observed the business operations of Cartwheel to some extent. Okay.

[Speaker 2]

All right. Do you have any further questions for the debtors at this time?

[Speaker 5]

No. All right.

[Speaker 2]

Mr. DeHue, are you out there?

[Speaker 1]

Yes, sir. Thank you, Trustee Simms. Yes.

Hi, Scott. Nice to meet you, Samantha. So in your schedules, you've identified various forms of
liability against various parties, including directors and officers.

Does that mean you also believe that both Scott and Samantha also have potential liability?

[Speaker 4]

I think we do through the claims that you're making.

[Speaker 1]

Samantha, do you agree?

[Speaker 3]

Through the claims that you're making.

[Speaker 1]

Okay. So independently, you don't believe that there are claims against you on behalf of the
debtor? I object to your claims.

Okay. That's fine. You issued a subpoena against Gene Wong.

What's the purpose of that subpoena, Mr. LaValle? To support the 2004 motion. Support the
trustee in the pursuit of his investigation?

[Speaker 4]

To support the claims that have been introduced on the schedules and the questions that I have
outstanding through my 2004.

[Speaker 1]

Okay. Can I ask you what efforts you've made to obtain documents of Cartwheel Robotics other
than issuing a subpoena to Gene Wong? I've requested information from the trustee.

Okay. Samantha, have you made any efforts to obtain documents about Cartwheel Robotics
independently?

[Speaker 3]

No.

[Speaker 1]

No? Okay. Mr. LaValle, have you attempted to obtain documents from Bill LaValle?

[Speaker 4]

I believe the trustee has subpoenaed Bill LaValle and I've obtained those documents through the
docket.

[Speaker 1]

The docket, but you've not independently asked your father, Bill LaValle, about documents you
voluntarily turned over to him. Is that correct? He's been subpoenaed by the trustee.

Okay. Do you believe the documents he's produced constitute the universe of documents that
Cartwheel Robotics had in its records that voluntarily turned over to him under the so-called
UCC-1?

[Speaker 4]

He was not an officer or employee of the company, so I'm sure he has not produced everything
that the company possessed.

[Speaker 1]

Have you attempted to obtain documents from 6127 Reno Highway LLC? Not made that request.
You've made that request?

I said I did not make that request. Have you attempted to obtain documents from Autonomous
Ops? Nope.

Have you attempted to obtain documents from Ms. Conway, your sister? I have spoken with her.
Okay.

Other than that, any attempts to look at what she may have in her possession to go through it
together?

[Speaker 4]

We used what we had to create the 2004 documents that we've put on docket.

[Speaker 1]

Do you know what the landlord has done with Cartwheel Robotics' assets?

[Speaker 4]

No idea.

[Speaker 1]

No idea? To your knowledge, I believe you mentioned before that you believe he turned over the
Yogi and the Speedy to the landlord as well? Everything was abandoned and assigned.

Okay. So no idea what the landlord did with it, right? No idea.

And the landlord is owned and controlled by your father, correct?

[Speaker 4]

It's owned and controlled by, I believe, multiple people. Is your father one of those people?

[Speaker 1]

I believe he is. Is your mother one of those people? She may be.

Is your sister one of those people? She may be. Are there any other people that are not your
family that are associated with the landlord?

[Speaker 4]

No idea. Never seen the cap table.

[Speaker 1]

Okay. That's fun. So Ms. Conway, you are associated with 6127 Reno Highway, is that correct?

[Speaker 3]

I am not associated with 6127 Reno Highway.

[Speaker 1]

Were you associated with them when you were working with Cartwheel Robotics?

[Speaker 3]

Early on, yes. And what was your role? Sorry.

[Speaker 1]

I'm sorry. I didn't mean to cut you off. Please continue.

[Speaker 3]

I was an admin support.

[Speaker 1]

You were an admin support? You were not a secretary as noted on the Nevada Secretary of
State's website?

[Speaker 3]

That was for admin secretary support.

[Speaker 1]

Okay. So not like a corporate secretary. You mean like an administrative secretary?

[Speaker 3]

I mean that I was able to file certain things in that role.

[Speaker 1]

File what things? Like state filings. Okay.

Were you associated with their business operations at all?

[Speaker 3]

No.

[Speaker 1]

Were you associated with the lease negotiation between the debtor and the landlord? There was
no negotiation. How did the lease come about then?

[Speaker 3]

The Cartwheel attorney prepared it.

[Speaker 1]

There was no discussion between the landlord and the tenant regarding the terms of the lease?

[Speaker 3]

It was a pretty generic standard corporate commercial lease.

[Speaker 1]

Did you review it and approve it?

[Speaker 3]

I did not approve anything.

[Speaker 1]

Okay. Thank you. So Mr. Lavallee, can we briefly discuss your background?

You previously worked at Boston Dynamics. Is that correct? Yep.

What was your role at Boston Dynamics? Senior mechanical engineer. And what did that entail?

Did you work with robotics and AI in that role? Yes. Not AI.

AI wasn't a thing back then. Okay. And then you moved from Boston Dynamics, I believe you
went to Disney.

Is that accurate? Yep. And what was your role with Disney?

Same. And you worked with, was AI a thing at that point in time? Nope.

Did you work on robotics with Disney? Yep. If I can ask you to say yes, please, just for the record,
just to make sure there's no confusion.

Then after that, if I'm not mistaken, you decided to start Cartwheel. Is that accurate? Correct.

And why did you decide to do that?

[Speaker 4]

To continue working on small humanoid robots. Small humanoid robots? That's what you did?

Provide services, engineering services in that respect. Okay.

[Speaker 1]

And what you were doing at Cartwheel, was it a continuation of what you were doing at Boston

Dynamics and Disney? Similar technology, yes. Okay.

Did you take any information you learned from Boston Dynamics or Disney to incorporate into
Cartwheel?

[Speaker 4]

No.

[Speaker 1]

Knowledge of trade. I'm sorry, can you repeat that? Knowledge of trade.

Knowledge of trade. Okay. Was Cartwheel's vision, research, and development in the field of
robotics and AI, was it unique?

Was it unique? I mean, were there any other companies doing it or were you charting a new
course?

[Speaker 4]

We were doing something different.

[Speaker 1]

Okay. And how was it different?

[Speaker 4]

It was geared towards the home, geared towards emotion, movement, scale.

[Speaker 1]

Okay. Now you work with Google DeepMind, is that correct? Yep.

Yes. And what is your role there, please? I see.

Senior Mechanical. Senior Mechanical. And do you work with the robotics and AI with Google
DeepMind?

I can't speak to what I work on. You can't speak to what you work on? No, I cannot disclose what
I work on.

Okay. You can't disclose what you work on? That is correct.

Is it because you are incorporating Cartwheel intellectual property into what you're working on
with Google DeepMind?

[Speaker 4]

No, I have a confidentiality agreement with Google DeepMind.

[Speaker 1]

Okay. So you can't tell me one way or the other if you're using Cartwheel intellectual property? I
cannot speak to what I do at Google DeepMind.

All right. You claim you don't currently have under your control or possession the Cartwheel
source code. Is that accurate?

Yes. And you don't know where it's at. Is that accurate?

It's probably in the cloud somewhere. Probably in the cloud? But you don't have access to that
cloud, do you?

That's correct. When did you lose access to that cloud? Can't you just create a new password
and get in there?

[Speaker 4]

Well, someone would need the credentials and someone would need to probably pay the bill.
Don't you have the credentials? I do not.

Do you have a past due invoice maybe you can pass along to the trustee? No. I'm not in
possession or control of the debtor's credentials.

[Speaker 1]

Do you believe the landlord is in possession and control of the credentials? He may be. Is that
part of the documentation that you handed over to the landlord?

There was no documentation. It was part of the books and records that you turned over to the
landlord when you abandoned the lease? It may be included in that.

Okay. And you've made no effort to obtain that. Is that accurate?

The trustee has. You've made no effort to obtain that.

[Speaker 6]

Is that accurate?

[Speaker 1]

That's correct. I assume you keep up to date in the advancement of robotics and AI. Is that
accurate?

Less these days. Yes. Less these days.

Okay. And part of that is observing what the competition is doing, correct?

[Speaker 4]

Okay.

[Speaker 1]

Yes. Okay. Do you see any of the competition developing robotics or AI?

Consistent with what Cartwheel was doing, the unique field that Cartwheel was trying to occupy?
The emotional aspect of it? Well, whatever you identified as the unique aspects of Cartwheel's
vision and goal.

Do you see anybody else kind of doing that? Yeah. There's probably two or three other
companies.

Are any of these companies, any of the companies that may have access to Cartwheel's
intellectual property and source code?

[Speaker 4]

Through people they've hired, possibly.

[Speaker 1]

And what companies would those be? Engineered Arts. And who are the people they hired that
may have that source code?

Brian Stubb.

[Speaker 4]

Do you have the full names for them, please? I don't. Brian Rowe, Stubb, I don't remember his
last name.

It's on docket, though. Thank you.

[Speaker 1]

So you've attached a lot of documents to your rule 2004 motions. Where'd you get those

documents?

[Speaker 4]

I did not attach a lot of documents to my 2004.

[Speaker 6]

So, trustee, I just want to object. We're way exceeding the scope of a 341 meeting. This is a 2004
examination to me, and I would request that Mr. Datt would be instructed to bring things back a
little bit in the examination.

[Speaker 2]

I'm going to allow this to proceed. I do appreciate the objection that we're headed to a 2004
exam. The difference between a 2004 exam and a 341 is more of a spectrum than a hard, bright
line.

But I'll let him continue on this, and I'm mindful of the objection, and I'll jump in if I think it is
getting to be a de facto 2004 exam.

[Speaker 6]

Thank you, Mr. Trustee.

[Speaker 1]

And thank you. Mr. Anderson, I appreciate the objection, and thank you, Trustee Sims. I'm really
just trying to identify items that have been noted in the schedules and trying to identify assets.

So previously, Mr. LaValle, we discussed the engineered arts opportunity that Cartwheel
Robotics may have had. Do you recall those discussions? With you?

Well, just in general at these 341 meetings. I believe it's been brought up, yeah. Okay.

Now, we were talking earlier about Cartwheel's board of directors. So if you look at your
statement of financial affairs, I'll just represent to you, has five board members. Well, actually,
four board members during the period engineer arts presented you.

[Speaker 4]

Which document are you looking at?

[Speaker 1]

Your statement of financial affairs number 29. So you identify Samantha Conway as a board

member. Is that the 207?

Can you bring it up on your screen?

[Speaker 2]

Let me see if I can help everybody out here. And let me see if I can bring it up.

[Speaker 1]

Thank you, Trustee Sims. I'm so terrible at this.

[Speaker 2]

No, you're doing better than I can do. Let's see if I can figure this out a third time. All right.

And Mr. DeHoo, are you talking about this section right here?

[Speaker 1]

Yes. Yes. Thank you.

So, Mr. Lavalle, do you recall the engineered arts proposal came in October of 2025? Does that
sound about accurate to you? I think it was probably earlier than that.

Earlier than that. Okay. So you've identified these five folks as board members.

Did you present that engineered arts opportunity to these five board members for their approval?

[Speaker 4]

Well, I think it depends on who was on the board at that time.

[Speaker 1]

Well, who was on the board at the time that you had the engineered arts proposal?

[Speaker 4]

I don't remember.

[Speaker 1]

Okay. Well, the board was very fluid and changing. Very fluid and changing.

You previously, did you present the board with, did you present any board members with the
UCC-1 that you filed?

[Speaker 4]

We need to figure out the makeup of the board at that time. And we'd have to look at the
corporate records. I'm not sure who and if it was presented.

[Speaker 1]

Okay. But you filled out these schedules and statement of financial affairs under penalty of
perjury, correct? Correct.

Okay. So, I mean...

[Speaker 4]

And I have listed the directors. You've listed... I do not know what directors were part of the board
at what point.

[Speaker 1]

Okay. So, this was just your best guess that you put in here? Period of time.

[Speaker 4]

Yeah, that's correct. That's why it says approximate.

[Speaker 1]

Okay. So, you mentioned previously Gene Wong may have been a de facto board director. Is that
accurate?

I think that's what I said. Okay. And what is your understanding of what a de facto director is?

Like how did he become a de facto director? He said he was a director. Okay.

What was the process to appoint a director on the board?

[Speaker 4]

I don't believe there... We'd have to refer back to Craig Macy on exactly what process there was
to elect new directors or how the investor director was selected. I don't believe there was a
mechanism for that.

But Gene declared that he was a board member.

[Speaker 1]

Did you present... Regardless of whoever was on the board, the fluid nature of the board,

whenever you had a board in place, did you present opportunities to that board for their review
and approval?

[Speaker 4]

We'd have to look at the minutes.

[Speaker 1]

Okay. I mean, was that part of your business operation though? Your normal ordinary business
operation to present opportunities to the board for their review and approval?

The board was involved in all aspects along with our corporate attorney. Okay. You mentioned
before you abandoned the leases.

Did the leasing companies have claims against the debtor? The equipment that you left in the
building? Did they have claims?

I mean, you still owed amounts under those leases, right? Cartwell still owed amounts under
those leases, correct?

[Speaker 4]

That's correct.

[Speaker 1]

Okay. Are those leasing creditors identified on these schedules and were they otherwise provided
notice?

[Speaker 4]

I had to look through the schedules. I don't know if they are listed. I don't think they were debtors
at the time of bankruptcy.

[Speaker 1]

Okay. Thank you. Now I have questions for Ms. Conway, please. So Ms. Conway, I mean,
correct me if I'm wrong, but I believe you previously testified you weren't a director of Cartwell. Is
that accurate?

[Speaker 3]

I have not testified.

[Speaker 1]

Okay. Or you stated that you didn't say one way or the other. So were you a director of Cartwell
Robotics?

[Speaker 3]

I was a director for a very short period of time due to not having a functional board.

[Speaker 1]

Okay. Well, the Statement of Financial Affairs has you on there from November 21 through
January 26. That's five years.

That's a little more than four years. Sorry. That's a typo.

[Speaker 4]

That's a typo.

[Speaker 3]

That's my role as COO, not my role as a director.

[Speaker 1]

Okay. My apologies. I misread it.

My fault. My apologies. Were you also associated with Autonomous Ops?

[Speaker 3]

I was a Corporate Secretary for Autonomous Ops prior to being involved with Cartwell, and I
believe that continued under that definition.

[Speaker 1]

Okay. Do you know who the debtor's landlord was? Because Mr. LaValle was unclear in prior
341s.

[Speaker 3]

The debtor's landlord was 6127 Reno Highway, LLC.

[Speaker 1]

Okay. And you said... You filed the proof of claim in this case.

What is that proof of claim for?

[Speaker 3]

Me personally?

[Speaker 1]

Yes.

[Speaker 6]

I filed... Mr. Trustee, I'll object. This is a soliciting testimony of a creditor at this point, not a
director of the association or a corporate representative, rather.

[Speaker 2]

Well, I mean, the problem is she's bold, right? The issue is that while she was the COO of the
director, she's potentially perfecting a lien and generating a claim. And so I do think this bears on
the schedules, and I think that's within the scope of the 341.

But I appreciate the objection.

[Speaker 1]

And I'll repeat the question. What's the proof of claim that you filed? What is that for?

[Speaker 3]

I filed two proofs of claim, I believe. Which one are you referring to?

[Speaker 1]

Well, let's start... There's one where I believe you identified you loaned money to the debtor. Is
that accurate?

That's accurate. Okay. And why did you loan money to the debtor?

[Speaker 3]

Due diligence at the time. This was prior to investment. Had been dragging out.

We had reason to believe that Gene Wong and associated parties were going to invest. That
process ended up taking six months, which was way beyond anticipated. To keep the company
afloat, we had lease payments due.

And so I had to put in $5,000 of my personal money just to be able to pay lease payments at the
time. And I believe Scott followed after that, doing the same.

[Speaker 1]

And how much were the lease payments per month?

[Speaker 3]

I don't recall, but they were quite a lot when we didn't have any money.

[Speaker 1]

And the lease was with 6127 Reno Highlands? No, these were equipment leases. Equipment
leases, okay.

And you didn't view this as a capital contribution? Please specify what you mean by that. Well,
were you equity in Cartwheel Robotics?

[Speaker 3]

Did I have equity? Yes, I had equity.

[Speaker 1]

Okay, so you didn't view the money you provided to the debtor as an investment. You viewed it
as a loan.

[Speaker 3]

Is that accurate? Correct. It was not an investment.

I could not afford to invest. Okay, did a board authorize the loan from you to the debtor? This was
pre-investment.

So the only board member was Scott. And it was done under corporate advice at the time.

[Speaker 1]

Okay, and then at some point in time, you filed the UCC-1 to collateralize that, to perfect that
loan. Is that accurate?

[Speaker 3]

The UCCs were filed in October. That is correct. The security interest was issued back in, I
believe, July of, wait, was that 24?

[Speaker 2]

I'm going to jump in here because there was some passive voice used. And I need to clarify

because the question is specifically asked, you filed. So did you file the UCC for your secured
claim?

[Speaker 3]

Yes, I did file my UCC. All right, go ahead, Mr. Day.

[Speaker 1]

Oh, thank you, Trustee Simms. Thank you for the clarification. So the UCC-1 was filed more than
a year after you obtained your security interest.

Is that accurate? That's correct. Why did you decide to file your UCC-1 at that point in time?

[Speaker 3]

We had an acquisition from EA pending. And part of that acquisition included them issuing
Cartwheel a secured note. And so as part of due diligence, we made sure that all existing
secured obligations were properly documented.

We did not realize that a UCC was required until that point.

[Speaker 4]

Okay, do you know what other UCCs? Can we mute Gene Wong? There seems to be some
background noise.

[Speaker 2]

So, yes, thank you. Mr. Wong, I'm going to mute you. You're going to have to take yourself off
mute.

Later on, you're going to participate in the hearing of this question. I'm just going to mute you
because we are getting a lot of background noise.

[Speaker 1]

Go ahead, go ahead. So Mr. Conway, you said the UCC-1s were filed because of the EA
acquisition. What other security interests were perfected with UCC-1 filings at that point in time?

[Speaker 3]

Leased equipment. I believe they all had UCC filings.

[Speaker 1]

Okay, did Scott LaValle tell you to file the UCC-1 at that point in time?

[Speaker 3]

He did not tell me. It came up in discussions because we were reviewing the letter of intent,
which was being signed the next day. And so it was part of something that was needed for due
diligence with the acquisition.

[Speaker 1]

So, as Secretary of 6127 Reno Highway, did you also file the UCC-1 for that entity?

[Speaker 3]

Clarification, I had no managerial role in 6127 at that point in time.

[Speaker 1]

Okay, I think the Nevada Secretary of State's website reflects otherwise, but that's neither here
nor there. Do you know who filed the UCC-1 for 6127 Reno Highway?

[Speaker 3]

I filed all UCCs on behalf of Cartwheel because it was needed because of the EA acquisition.
Offer and the new security that was potentially being given to Cartwheel.

[Speaker 1]

So, you and your role as CEO of Cartwheel Robotics and no role with 6127 Reno Highway filed
the UCC-1 on behalf of 6127 Reno Highway. Is that correct?

[Speaker 3]

I documented Cartwheel's existing secured obligations on behalf of Cartwheel for Cartwheel due
diligence for a Cartwheel transaction.

[Speaker 2]

Hold on, I want to jump in. This is a very easy and very simple question. Did you file the UCC-1
for 6127 Reno Highway?

[Speaker 3]

Yes.

[Speaker 2]

Okay.

[Speaker 1]

Okay, and did you do that after discussing it with Bill LaValle or did you do that on your own?

[Speaker 3]

I did that on my own for discussions on Cartwheel's side regarding the letter of intent.

[Speaker 1]

Discussions with Scott, is that accurate?

[Speaker 3]

I believe yes.

[Speaker 1]

Okay, thank you. Were you involved? So, as the CEO, can you tell me what a COO does?

Do they maintain the debtor's books and records?

[Speaker 3]

I did maintain the debtor's books and records.

[Speaker 1]

Okay, were you involved with the turnover of those books and records to the landlord?

[Speaker 3]

I invited the landlord entity for the foreclosure agreement that as an officer I was then authorized
to do to invite that entity to those accounts.

[Speaker 1]

I'm sorry, can you repeat that? I didn't quite understand.

[Speaker 3]

I invited the entity to the accounts necessary for the foreclosure agreement.

[Speaker 1]

When you say you invited, you mean you provided them online credentials?

[Speaker 3]

I invited them as a, yes, as a credential to the various accounts.

[Speaker 1]

Okay, and you no longer have access to those online accounts, is that accurate?

[Speaker 3]

That's correct. I resigned as an officer on, I believe, January 15th.

[Speaker 1]

If you wanted to re-access those online accounts, could you have the capability to do so?

[Speaker 3]

No, I do not believe so.

[Speaker 1]

I'm sorry, Scott, what did you say? That would be illegal. Okay, Samantha, do you know why the
debtor did not simply initiate dissolution proceedings?

[Speaker 3]

I believe that was always the intent, but there was no money.

[Speaker 1]

There was no money to dissolve?

[Speaker 3]

Correct.

[Speaker 1]

Okay, do you know where the debtor's books and records and assets are now?

[Speaker 3]

I do not. I know that they were handed over for the foreclosure.

[Speaker 1]

Okay, do you speak with your father, Bill Lovelli?

[Speaker 3]

I do speak with my father.

[Speaker 1]

Do you speak with him daily, weekly? Periodically. Periodically.

Have you made an effort to ask him about these books and records or assets?

[Speaker 3]

I have not.

[Speaker 1]

Okay, regarding the future lease with Oddie District, was there a security deposit?

[Speaker 3]

I do not believe any money had exchanged hands.

[Speaker 1]

Okay, and I will just point out, you said it was a future lease, and you believe it was after May of
2025. I'm looking at claim number seven, followed by the Oddie District, and they have a
commercial lease that is dated May 7th of 2024. Does that sound accurate to you?

[Speaker 3]

That's probably accurate. I do not have it in front of me to verify.

[Speaker 1]

Okay, do you know how was the debtor using those premises?

[Speaker 3]

That was going to be our main facility.

[Speaker 1]

But you had two leases at that time. I mean, what were you using that facility for? Was it just
empty?

[Speaker 3]

We hadn't taken occupancy yet. It wasn't ready for occupancy.

[Speaker 1]

How were you making it ready for occupancy?

[Speaker 3]

We weren't yet. We were working with an architect to try to do planning for the space, but we had
not done anything beyond that. They were still building it.

[Speaker 1]

Okay, and so is the $60,000 on Schedule D, E, F, I believe, this is for both of you. You identify
about an approximate $60,000 obligation owed to them. Is that from this lease?

[Speaker 3]

That would be for the lease that was signed with Oddie.

[Speaker 1]

Okay, were you paying the Oddie District at all?

[Speaker 3]

Not at that, no.

[Speaker 1]

Were you paying 6127 Reno Highway on their lease at that time?

[Speaker 3]

I don't know which state you're referring to, but when we occupied 6127, we were paying rent to
that landlord.

[Speaker 1]

So you did occupy, okay, you always, Cartwheel Robotics didn't have any, after receiving
investment, Cartwheel Robotics' only lease was with 6127 Reno Highway. Is that accurate?
That's accurate.

Okay, all right. I think that's all my questions for now. Thank you.

Thank you, Ms. Conway, Mr. LaValle, Trustee Simpson.

[Speaker 2]

All right, and then Mr. Hallman, and you've heard all the questions that have been asked, do you
have any questions that you want to ask the debtors at this time?

[Speaker 4]

I do not have any questions at this time.

[Speaker 2]

All right, well, I had been prepared to conclude, but I have a lot of documents in this case, and I
think that, given the testimony that's occurred today, and given some of the prior testimony, I
have some things that I need to discuss with the Office of the United States Trustee. I don't think I
have discretion to think I'm required to do that. I think that the best course of action is I'm going to
continue this.

The only party that will be allowed to ask questions, if they desire to do so, at the continued 341,
is going to be the Office of the United States Trustee. If the Office of the United States Trustee
does not express an interest in asking debtors' representatives any questions, then we'll simply
conclude the matter at that time. All right, now that doesn't mean that everyone's completely free.

There's Mr. Gabbale's got a motion regarding a 2004 exam and some discovery, you know, and
parties are free to conduct 2004 exams as they deem appropriate. But I, let me take a look,
because the schedule in October is rough. And again, this would strictly be for the purpose of
allowing the United States Trustee the opportunity to examine debtors' representatives if they
choose.

They may not do so. So, let's see, I want to give at least 30 days for me, for the U.S. Trustee,
because their schedule in October is similarly complicated. I'm wondering if I go to November...

If I go to November 16th at 9.30 a.m., is that a workable date and time for you, Mr. Lavalle?

[Speaker 4]

Give me a second.

[Speaker 2]

All right.

[Speaker 4]

November what?

[Speaker 2]

16th, that's a Monday. Yeah, it's fine. All right, Ms. Conway, is November 16th at 9.30 a.m. a
workable date and time for you? Yes. All right. Mr. Anderson, are you going to be my spoiler?

Is November 16th at 9.30 a.m. a workable date and time for you?

[Speaker 6]

Works for me.

[Speaker 2]

All right. So, the provisions are that I'm not going to take any creditor... taking any creditor
questions on that day.

Everyone's had their opportunity. We've given Mr. Lavalle and Ms. Conway their time in the box.
All right.

I've got significant discovery. I don't think I need any more questions on the record to the extent
that I need to do, so I'll do a 2004 exam. All right.

This is strictly for the United States trustee, so if other parties wish to come and view those
questions, if they happen, then they'll be able to do that. But I'm strictly going to hold this date for
the United States trustee. If the United States trustee gets back to me and tells me they're not
going to appear and they don't want to ask any questions, Mr. Anderson, I will communicate that
to you and you may let Mr. Lavalle and Ms. Conway know and then they don't have to show up.
All right.

[Speaker 6]

Perfect. Thank you very much.

[Speaker 2]

Does that work for everybody? Yep. All right.

Is there any objection to my proceeding in that vein, Mr. Dahoo?

[Speaker 1]

No, trustee. Thank you, sir.

[Speaker 2]

Ms. Oliverio, is there any objection to my proceeding in that vein? None. Thank you.

All right. Mr. Rosenbluth, is there any objection to my proceeding in that way?

[Speaker 5]

No, no objection.

[Speaker 2]

Robotics. November 16th, 930 AM. We may or may not see everyone back.

All right. And that will be... Let me make sure that gets on everybody's calendar that it needs to
go to.

All right. That will be the disposition of this matter. Continue to November 16th at 930 AM, Mr.
Anderson. Check with my office in advance of that matter to make sure you don't have to go if
you don't need to. All right? Sounds good.

All right. We'll go ahead and stand and continue to that time. Everyone's free to go.

Thank you.

[Speaker 1]

Have a wonderful day.

109       Entered 09/29/26 13:18:46               of 23
                                                                                 Page 1 of

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re:

CARTWHEEL ROBOTICS, INC.,
Debtor.

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

REPLY OF SCOTT LAVALLEY IN SUPPORT
OF RULE 2004 MOTION AND IN RESPONSE
TO ECF NOS. 103, 104, AND 106
Scott LaValley (“LaValley”), appearing pro se as a creditor and party in interest, respectfully submits this
Reply in support of his pending Rule 2004 request, including ECF No. 63 as supplemented and
narrowed by ECF No. 97, and in response to Petitioning Creditors’ Omnibus Opposition at ECF No.
103, the Trustee’s Response at ECF No. 104, and Engineered Arts Holding Company, Inc.’s Omnibus
Opposition at ECF No. 106.

ECF No. 103 does not reduce the need for targeted Rule 2004 discovery. It does not answer the
February 4 acceleration notice or the underlying Majority Holder authority; the specific ACO! approval,
disclosure, and authority questions; the August 18 “tank the deal” communication; or the
contemporaneous financing and strategic-transaction alternatives—including the Murata / Wonderstone
process—that were being pursued as Cartwheel moved away from the Engineered Arts transaction.
“Majority Holder” appears only in paragraph 47, quoting LaValley’s declaration concerning records he
does not possess. ECF No. 103 at 14, J 47.

ECF No. 104 confirms that the Trustee does not oppose the third-party discovery actually requested in
ECF No. 63.

ECF No. 106 is adverse to discovery from Engineered Arts, but it narrows the dispute. Engineered Arts
states that it invested in Cartwheel and “explored a possible transaction with Cartwheel that never
closed.” ECF No. 106 at 3. Engineered Arts further states that it “does not dispute that communications
concerning the Potential Transaction may arguably fall within” Rule 2004's broad scope. Id. at 11.

Since ECF No. 97 was filed, records produced through Nevada's public-records process have provided
additional contemporaneous evidence concerning the governance dispute, BBG’s decision-making

                                                                                     Page 2 of

process, and communications among BBG, Gene Wong /'RSF, and counsel. LaValley Decl. {J 2-5,
Exs. A~B. Those records further support—not replace—the targeted discovery requested here.

The oppositions do not resolve the concrete factual questions identified in ECF No. 97. Since that filing,
newly produced third-party records have reinforced the need for targeted discovery rather than
adjudication on competing characterizations. ECF No. 97 presented those matters as predicates for
discovery, not adjudicated findings.

Petitioning Creditors repeatedly ask the Court to treat disputed accusations as conclusions. LaValley
asks for the records necessary to test them.

Il. THE TRUSTEE DOES NOT OPPOSE ECF NO. 63, AND RULE
2004 IS AVAILABLE TO A PARTY IN INTEREST
Petitioning Creditors argue that LaValley’s discovery improperly intrudes upon the Trustee’s exclusive
authority over estate claims and estate administration.

The Trustee does not adopt that position as to ECF No. 63.

ECF No. 104 states:

      “The Trustee does no[t] oppose the LaValley Motion because it only seeks discovery from
      third parties and does not seek any affirmative relief from the Trustee.”

ECF No. 104 at 2.

ECF No. 104 defines the “LaValley Motion” as ECF No. 63. LaValley therefore does not characterize
the Trustee’s response as affirmative adoption of every subject later identified in ECF Nos. 88 or 97.
The significance of the Trustee’s position is narrower but substantial: the Trustee does not oppose the
third-party discovery actually requested in ECF No. 63 on the theory that it usurps his authority.

LavValley likewise does not ask to prosecute an estate cause of action, settle an estate claim, direct the
Trustee, or exercise estate authority. He seeks third-party records concerning matters potentially
bearing on the Debtor’s financial affairs, liabilities, and estate administration.

Petitioning Creditors’ reliance on Estate of Spirtos v. One San Bernardino County Superior Court Case
No. SPR 02211, 443 F.3d 1172, 1176 (9th Cir. 2006), does not eliminate that distinction. Spirtos
concerns a creditor's authority to prosecute claims belonging to the bankruptcy estate. LaValley does
not seek authority to prosecute an estate claim through Rule 2004.

Rule 2004(a), by contrast, expressly permits the Court, “on motion of any party in interest,” to order an
examination. ECF No. 104 likewise recognizes, with respect to Conway, that a party in interest may use
Rule 2004 to conduct her own investigation of the Debtor’s financial affairs, while objecting to relief that
would direct the Trustee how to perform his statutory duties. ECF No. 104 at 3-4. LaValley invokes that
investigative authority here only to seek targeted third-party document discovery, with any production
proceeding through the applicable subpoena procedures.

                                      109       Entered 09/29/26 13:18:46               of 23
                                                                                 Page 3 of

That is the distinction LaValley asks the Court to maintain here: targeted third-party discovery by a
creditor and party in interest, without authority to prosecute estate claims and without an order directing
the Trustee’s investigation.

Il. THE UNANSWERED QUESTIONS ARE CONCRETE;
ACCUSATIONS DO NOT ANSWER THEM
ECF No. 97 identifies documents, transactions, communications, custodians, and questions of
authority. Petitioning Creditors’ increasingly categorical characterizations of disputed conduct do not
eliminate those factual questions. If their conclusions are correct, contemporaneous records should
support them. If LaValley’s understanding is incomplete or incorrect, the same records should expose
that as well.

Petitioning Creditors continue to rely on a compressed chronology that treats distinct and overlapping
events as a single sequence supporting their narrative. One omission from Petitioning Creditors’
chronology is particularly significant. They characterize Cartwheel’s withdrawal from the Engineered
Arts transaction as part of a chronology of self-interested conduct leading to the Debtor’s collapse, but
omit that Cartwheel was simultaneously evaluating multiple financing and strategic-transaction paths.
At the time Cartwheel withdrew from the Engineered Arts path, substantial diligence with Murata /
Wonderstone was already underway, and that process subsequently resulted in a written term sheet.
Other potential strategic transactions were also under consideration. Against that contemporaneous
record, a concrete discovery question remains: what effect, if any, did the November 6 demand, the
governance dispute, and related investor-side communications have on those financing and
strategic-transaction alternatives? The requested discovery seeks the records necessary to answer that
question rather than asking the Court to assume the answer.

A. Acceleration and Majority Holder Authority

The February 4 acceleration raises straightforward factual questions: who authorized it, which holders
participated, what principal amount they represented, and on what basis the contractual Majority Holder
threshold was claimed to have been satisfied.

The February 4 notice states that it was sent “on behalf of the holders of 2024A Convertible Promissory
Notes,” that “each of the Notes has accelerated,” and states: “The Majority Noteholders will pursue all
rights and remedies.” ECF No. 73, Ex. P at pdf pp. 169-~70.

ECF No. 103 does not answer which holders authorized that declaration or what principal amount
supported the asserted Majority Holder authority.

ECF No. 106 does not resolve those questions either. It states that Engineered Arts is “not alleged to
have" participated in the February 2026 acceleration and that nothing in the present record suggests
Engineered Arts accelerated the 2024A Notes. ECF No. 106 at 3, 6. Those statements do not establish
whether Engineered Arts or Nicolas Desmarais was contacted, consulted, asked to authorize or
consent to acceleration, or counted toward the contractual Majority Holder threshold.

                                      109       Entered 09/29/26 13:18:46               of 23
                                                                                 Page 4 of

ECF No. 88 | 69 states, based on LaValley’s knowledge, that Nicolas 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. ECF No. 88 also sought
discovery into whether those noteholders were notified, consulted, asked to authorize any bankruptcy
position, declined to participate, disagreed with the narrative, or possessed contrary information. Id.
72-74.

Against that background, the February acceleration presents a concrete record question: which holders
actually authorized or joined the acceleration, what principal amount each represented, whether
Engineered Arts or Desmarais was contacted or counted for that purpose, and what authority supported
the statement that “each of the Notes has accelerated.”

The later proofs of claim make the underlying records more—not less—relevant.

B. The ACOI and Governance Record

ECF No. 97 identifies a threshold question concerning the ACOI: why did the governance and
protective-provision framework ultimately implemented through the ACOI differ from the executed
2024A Term Sheet?

The Revised RSF Convertible Note Term Sheet expressly required closing documentation “in form and
substance substantially similar to the terms agreed to herein.” ECF No. 90, Ex. C at pdf p. 54. It further
provided that specified protective actions required either written consent of a majority of the Note
holders or consent of a majority of the Board “that includes the Independent Director.” Id. at pdf p. 56.
The ACOI instead required Board approval and, in addition, either consent of the Requisite Holders or
approval of the “2024A Director.” ECF No. 90, Ex. E at pdf p. 85.

That discrepancy presents concrete discovery questions: who requested or drafted the departure from
the Term Sheet; why it was made; when Craig Macy, Gene Wong, or others became aware of it; what
approvals were obtained; and whether the departure was specifically disclosed and explained to
Cartwheel before execution.

ECF No. 90 itself asks whether the final governance provisions were consistent with the Term Sheet,
whether investor-favorable provisions were added that were not specifically negotiated, whether
founders were given adequate time and information to understand the ACOI, and whether material
deviations from the Term Sheet were adequately disclosed before execution. ECF No. 90 at 14—15.

The approval process is therefore independently relevant. ECF No. 97 states that Craig Macy walked
Cartwheel through the convertible note paragraph by paragraph but did not provide a comparable
paragraph-by-paragraph review, explanation, or informed approval process for the ACOI.

Discovery should determine whether Cartwheel's management and directors were informed of the
differences from the Term Sheet and their legal and practical consequences, whether they knowingly
approved those differences, who urged or directed execution and filing of the ACOI, and why
governance and protective rights associated with the 2024A convertible note financing were
implemented through the ACOI rather than reflected consistently in the Notes and agreed financing
materials.

                                        109      Entered 09/29/26 13:18:46             of 23
                                                                                Page 5 of

The ACOI also raises separate disclosure and authority questions because the 2024A financing was a
rolling round and later noteholders joined after the ACOI had been executed and filed.

ECF No. 90 specifically asks whether later investors received the ACOI, whether they were informed of
and understood its protective provisions, why noteholder governance rights were placed in the
corporate charter rather than the convertible-note documentation, and whether the ACOI materially
differed from the financing term sheets or financing discussions. ECF No. 90 at 16-17.

Discovery should therefore determine what later noteholders were told; whether they approved,
consented to, or ratified those provisions; who selected, elected, designated, approved, or ratified Gene
Wong as the 2024A Director or as a representative of the 2024A noteholders; which holders
participated in any such action; what voting or selection mechanism was used; and whether any written
consent, vote, designation, approval, or ratification exists.

C. Recently Produced GOED / BBG Records Further Confirm the Need for
Creditor-Side Discovery

After ECF No. 97 was filed, LaValley obtained additional records through Nevada’s public-records
process. On August 20, 2026, LaValley submitted a request under NRS Chapter 239 concerning
records of the Nevada Governor's Office of Economic Development (“GOED”) and Nevada Battle Born
Growth Escalator, Inc. (“NBBGEl” / “BBG”). GOED acknowledged receipt on August 21, 2026. LaValley
Decl. I] 2-3, Ex. A at 1-2. The records discussed below were thereafter received through that
public-records process; they were not obtained through Rule 2004 discovery. LaValley Decl. fj 4-5,
Ex. B.

Those records reveal a concrete decision-making sequence. On October 27, 2025, while Gene Wong
was asking BBG to join a demand against Cartwheel, Kyle Ferguson told Karsten Heise and Christine
Guerci that he had spoken with both RSF and Cartwheel, described the matter as a “he said she said”
dispute, and recorded Cartwheel’s position that “the final documents did not match the term sheet.”
LaValley Decl.   6, Ex. B at 1. At the same time, Wong told Ferguson that the demand needed more
“teeth” and that “we also need to get BBG and other RSF LPs to be ‘on this letter.” Id., Ex. B at 1-2.

Those communications occurred while Cartwheel was still attempting to raise capital and preserve the
business through financing and strategic alternatives. Thus, while Wong was seeking to add “teeth” to
the investor demand and obtain BBG’s participation, Cartwheel was simultaneously pursuing financing
and transaction paths intended to extend runway and preserve enterprise value. That
contemporaneous overlap presents an additional factual question relevant to Rule 2004: what effect, if
any, did the escalating investor demands and related communications have on those ongoing financing
and strategic-transaction efforts?

The following morning, Ferguson asked Wong to provide “the documents and sections” supporting both
RSF’s position and Cartwheel’s position so that Battle Born could “review everything” and determine
“Battle Born’s position.” LaValley Decl. {| 7, Ex. B at 5. Thus, although Ferguson had already spoken
with both RSF and Cartwheel, when BBG sought the documentary support for the competing positions,
it directed that request to Wong. Wong forwarded the request to his own counsel, Scott Wiegand,
asking Wiegand for assistance. Id., Ex. B at 4-5. Wiegand then supplied a written comparison
addressing the relevant governance documents and Cartwheel’s position. Id., Ex. B at 3—4.

                                       109      Entered 09/29/26 13:18:46                   of 23
                                                                                     Page 6 of

In that response, Wiegand described the Restated Certificate’s protective provisions, the Term Sheet’s
Independent-Director language, Cartwheel’s challenge to authorization of the Restated Certificate and
Board structure, and Cartwheel’s contention that the Restated Certificate “changed the terms agreed in
the Term Sheet.” LaValley Decl. | 8, Ex. B at 3-4. The governing documents themselves are already in
the record at ECF No. 90, Exhibits C and E. The point at this stage is not to adjudicate the correctness
of counsel's characterization of the competing positions. It is that the written comparison BBG received
in response to its request for documentary support for both sides was prepared by Wong's counsel.

On November 3, Ferguson circulated Wiegand’s analysis internally to Heise and Guerci while BBG was
considering whether its name could be included in Wong’s demand, introducing the material as a
“summary from Gene’s attorney.” LaValley Decl. 9 9, Ex. B at 3.

ECF No. 107 now identifies Wong individually, as manager of RSF Robotics I, and as trustee of the
Wong Family Revocable Trust—collectively, the “Wong Parties.” ECF No. 107 at 1. Those capacities
identify Wong as the individual acting for two of the three Petitioning Creditors.

Against that background, the BBG sequence supports the basis for targeted discovery. BBG had
communicated with both sides, but when it sought the documents and sections supporting the
competing positions in order to determine “Battle Born’s position,” it asked Wong; Wong referred the
request to his counsel; and BBG thereafter circulated counsel's analysis internally while considering
Wong's request that BBG join the demand.

The produced record does not establish what additional communications occurred, what oral
communications took place, or what records ultimately informed BBG’s decision. Ferguson’s October
27 email itself states that another call with Wong was scheduled “to get more details.” LaValley Decl. J
6, Ex. B at 1.

The public-records production therefore does not eliminate the need for Rule 2004 discovery. It does
not provide the complete records of the Wong Parties, BBG, Scale LLP, Engineered Arts, or other
private custodians, and the produced chain itself references communications outside the email record.
LaValley Decl. ] 6-10, Ex. B at 1-5. LaValley does not ask the Court to determine whether BBG
reached the correct legal conclusion or whether any participant acted improperly; he seeks the
underlying records.

D. The Bridge Financing Term Sheet and August 18 Communication

ECF No. 97 separately identifies a bridge-financing term sheet bearing an apparent CEO signature that
LaValley disputes, together with a DocuSign signature-ID issue.

Discovery may determine document provenance, approval history, dissemination, and whether the
document was shown or described to prospective investors or other participants.

ECF No. 97 also identifies the August 18, 2025 communication concerning the “tank the deal”
statement and disputed governance rights.

The Rule 2004 question is not whether the Court should draw a conclusion from those materials now. It
is what surrounding communications exist, who received them, and what the relevant custodians’
records show.

                                      109      Entered 09/29/26 13:18:46               of 23
                                                                                Page 7 of

lll. ECF NO. 106 SUPPORTS A NARROWER,
TRANSACTION-SPECIFIC ENGINEERED ARTS INQUIRY
Engineered Arts is not accused of wrongdoing. It states that it invested in Cartwheel, explored “a
possible transaction” that never closed, and “does not dispute that communications concerning the
Potential Transaction may arguably fall within” Rule 2004’s broad scope. ECF No. 106 at 3, 11.

A. Communications Among Third Parties Are Not Necessarily in Cartwheel’s
Files

ECF No. 106 argues that external Engineered Arts communications should be available from
Cartwheel, LaValley, or Conway. Id. at 11. But the requested communications include those between
Engineered Arts and Wong / RSF, BBG, other noteholders, or counsel outside Cartwheel. Those
communications would not necessarily be contained in Cartwheel’s records or in the records available
to LaValley or Conway.

ECF No. 63 {JJ 24—32 identifies communications involving Engineered Arts, Wong / RSF-related
interests, and BBG representatives. The limited records available to LaValley do not reveal the full
substance of those third-party communications. The first-phase Engineered Arts request is therefore
narrowed to transaction-specific and noteholder-related communications concerning the contemplated
transaction and later creditor posture.

B. Rule 45 Procedure and Good Cause

LaValley does not contend that a Rule 2004 order, standing alone, compels a nondebtor to produce
documents. Any nonparty production will proceed, if pursued, through FRBP 9016, FRCP 45, LR
2004(c), and LR 9016, with otherwise available objections and protections preserved.

The first phase does not seek generalized production of Engineered Arts’ internal technical
assessments, personnel evaluations, source-code diligence, valuation analyses, or unrelated
commercial strategy. Any subpoena will be directed to Engineered Arts Holding Company, Inc., the
Delaware entity that appeared through counsel in ECF No. 106; LaValley does not presently seek
first-phase compulsory process against foreign Engineered Arts personnel.

ECF No. 106 argues that, after objection, the party seeking Rule 2004 discovery must establish good
cause. Id. at 9. The narrowed request satisfies that standard because it concerns identified third-party
communications not necessarily available from Cartwheel, LaValley, or Conway. The recently produced
GOED / BBG records further demonstrate that independent third-party records can contain material
information absent from LaValley’s records. LaValley Decl. {J 5-10, Ex. B at 1-5.

IV. PETITIONING CREDITORS’ OWN CLAIMS PLACE THE
UNDERLYING RECORDS AT ISSUE
Petitioning Creditors and related claimants have filed Claims 8-1, 9-1, 11-1, and 12-1.

                                       109      Entered 09/29/26 13:18:46                of 23
                                                                                  Page 8 of

ECF No. 97 identified those claims as an additional reason targeted discovery had become important
because creditor-side and investor-side records concerning asserted liabilities remain unavailable to
LavValley.

Rule 2004 reaches matters concerning the Debtor’s liabilities and estate administration. Records
bearing on acceleration, contractual authority, claim authorization, claimant communications,
governance rights, and the factual bases asserted for claims therefore fall within the permissible scope
of targeted Rule 2004 document discovery.

LaValley does not ask the Court through this Reply to determine the allowance, priority, subordination,
or ultimate merits of any claim. He asks for the underlying records.

V. LANDLORD-SIDE RECORDS DO NOT MAKE INDEPENDENT
THIRD-PARTY COMMUNICATIONS DUPLICATIVE
ECF No. 106 argues that, to the extent Cartwheel’s records were left with the landlord, Movants should
have sought those records from the landlord rather than requiring Engineered Arts to reproduce
Cartwheel-side correspondence. ECF No. 106 at 4.

But the Trustee has already used compulsory process on the landlord side. Trustee’s counsel described
ECF No. 73 at the June 9 hearing as “a document production to a subpoena that was served by the
trustee.” June 9, 2026 Hearing Tr. 5:15-17.

That landlord-side production does not make the separate communications sought from Engineered
Arts and other third parties duplicative. Even complete recovery of Cartwheel-side or landlord-side
records would not necessarily supply communications between Engineered Arts and Wong, RSF, BBG,
other noteholders, Petitioning Creditors, counsel, or other third parties outside Cartwheel.

The location of those independent records is a reason for targeted third-party discovery, not a reason to
foreclose it.

VI. PRIVILEGE PROVIDES A PROCEDURE; IT DOES NOT
ELIMINATE NONPRIVILEGED FACTUAL DISCOVERY
ECF No. 103 argues that records held by Fenwick & West, Holland & Hart, and Craig Macy may
implicate Cartwheel’s attorney-client privilege and that the Trustee controls that privilege.

LaValley agrees that the Trustee controls Cartwheel’s privilege.

That affects how privileged materials are handled; it does not make the underlying factual subjects
immune from discovery.

LaValley does not seek a blanket waiver or wholesale access to privileged former-counsel         .
communications. Any privileged Cartwheel communication remains subject to the Trustee’s privilege
authority and other applicable protections. .

                                       109      Entered 09/29/26 13:18:46                of 23
                                                                                  Page 9 of

The Macy inquiry is limited to nonprivileged factual records concerning his role in the preparation,
transmission, and approval of governance and financing documents; communications and relationships
with Wong / RSF and other investor-side parties to the extent nonprivileged; conflict-disclosure and
dual-representation facts; document provenance; his economic interests in Cartwheel; and the timing
and circumstances of his later request concerning his warrants or equity.

Scale LLP stands on a different footing because it represented investor- or creditor-side interests rather
than Cartwheel. ECF No. 97 limits the immediate Scale inquiry to nonprivileged records sufficient to
identify client authority, Majority Holder basis, and the factual basis for the February 4 acceleration
notice.

To the extent a particular communication is privileged or otherwise protected, that protection can be
asserted through the ordinary process. Privilege determines how protected communications are
handled; it does not eliminate nonprivileged facts or independent third-party records.

Vil. LABELING TARGETED DISCOVERY “HARASSMENT”
DOES NOT ANSWER THE RECORD
ECF Nos. 103 and 106 characterize the requested discovery as harassment or deflection. ECF No. 103
at 3, 14; ECF No. 106 at 15. Those characterizations do not establish that the narrowed discovery lacks
a proper bankruptcy purpose.

LaValley has sought these records since ECF No. 63 and has narrowed the immediate request in
response to concerns regarding burden, privilege, procedure, and estate administration. The newly
produced GOED / BBG records show that independent third-party records are already supplying
material information unavailable to LaValley concerning subjects identified in ECF No. 97. LaValley
Decl. {J 5-10, Ex. B at 1-5.

An accusation about motive does not answer the underlying record questions.

VII. THE IMMEDIATE RELIEF IS PHASED AND TARGETED;
THE SEPARATE ECF NO. 107 SUBPOENA DISPUTE DOES
NOT RESOLVE THE RULE 2004 MOTIONS
ECF No. 103 portrays the Rule 2004 request as an unlimited investigation of numerous custodians over
several years. ECF No. 106 similarly objects to the breadth of the original Engineered Arts categories.
That is not the relief LaValley asks the Court to resolve at the October 6 hearing.

ECF No. 97 identified core custodians and proposed a targeted initial inquiry while preserving additional
discovery as warranted by the developing record. The present request concerns records sufficient to
address:

   1. the February 4 acceleration and asserted Majority Holder authority;
   2. the disputed ACOI, including its approval and disclosure history and the selection, election,
       designation, or ratification of Gene Wong as 2024A Director or noteholder representative;

                                     Doc 109     Entered 09/29/26 13:18:46               of 23
                                                                                 Page 10 of

      3. communications concerning BBG's evaluation of the governance dispute, the November 6
           demand and transition toward creditor enforcement, and what BBG received or relied upon from
           Wong / RSF, counsel, or other participants;
      4. the August 18 communication concerning the “tank the deal” statement and related financing
         communications;
           the bridge-financing term sheet, signature provenance, approval history, and dissemination;
      on

      6. communications concerning the financing and strategic-transaction paths identified in ECF No.
         97, including the Murata / Wonderstone path;
      7. transaction-specific and noteholder-related Engineered Arts communications within the
         narrowed scope described above;
      8. the filed claims and communications concerning their asserted contractual and factual bases;
           and ~
      9.   limited nonprivileged factual records concerning Craig Macy’s economic interests, relationships,
           and document / transaction role.

For clarity, LaValley does not ask the Court at the October 6 hearing to authorize the broader formation,
capitalization, ownership, or source-of-funds inquiry identified in ECF No. 97 J 86. Former-counsel
materials remain subject to the Trustee’s privilege authority and appropriate privilege procedures.

ECF No. 102 separately gave notice of a document subpoena directed to Eugene Wong. The Wong
Parties filed ECF No. 107 asserting procedural, scope, burden, privilege, and timing objections.
LaValley does not ask the Court through this Reply to adjudicate that separate subpoena dispute. The
narrower point is that the existence of a dispute concerning one subpoena to one custodian does not
resolve the scope or propriety of the Rule 2004 matters presently before the Court.

Nothing in the narrowing of the relief presented for October 6 is intended to withdraw previously
identified custodians or subjects, waive discovery, or restrict any party’s ability to seek documents or
testimony through procedures otherwise available under the Federal Rules of Bankruptcy Procedure,
Federal Rules of Civil Procedure, Local Rules, or further order of the Court. Any subpoena remains
subject to the applicable procedural requirements and the recipient's rights and protections under Rule
45.

The relief presented for October 6 is therefore targeted to identified events and subjects. It does not'ask
the Court to authorize an estate-wide investigation or to adjudicate discovery matters that are not
presently before it.

IX. THE REQUESTED FILING BAR DOES NOT ANSWER THE
DISCOVERY QUESTIONS BEFORE THE COURT
ECF No. 103 asks that LaValley and Conway be prospectively barred from filing without prior Court
approval.

Petitioning Creditors state that sanctions may be warranted “if continued” and reserve the right to seek
additional sanctions in the future. ECF No. 103 § 54. Their present request for relief nevertheless
expressly includes a bar prohibiting LaValley and Conway from filing anything further on the docket
without prior Court approval. ECF No. 103 at 16-17.

                                    Doc 109      Entered 09/29/26 13:18:46              of 23
                                                                                Page 11 of

That requested restriction does not resolve the merits of the pending discovery request. A dispute
concerning the permissible scope or procedure of discovery does not itself establish the findings
required for a prospective filing restriction.

Any such restriction requires the procedural safeguards and substantive findings required by Ninth
Circuit authority, including notice and an opportunity to be heard, an adequate record, substantive
findings supporting the restriction, and narrow tailoring. De Long v. Hennessey, 912 F.2d 1144, 1147-48
(9th Cir. 1990); Ringgold-Lockhart v. County of Los Angeles, 761 F.3d 1057, 1062 (9th Cir. 2014).

Whatever the Court concludes about filing practice, the Rule 2004 request should be decided on the
concrete and narrowed scope presented here.

X. CONCLUSION
The issue before the Court is narrow. LaValley does not ask the Court to adjudicate the underlying
disputes; he seeks a limited first phase of targeted third-party document discovery to obtain the records
necessary to evaluate them. ECF No. 104 confirms that the Trustee does not oppose the third-party
discovery requested in ECF No. 63, and the subsequent record has further demonstrated that material
communications exist outside LaValley’s possession. Disputed accusations are not a substitute for the
underlying record.

LaValley respectfully requests that the Court:

    1. permit the initial phase of targeted third-party document discovery described in ECF No. 97 and
        this Reply, without prejudice to later targeted discovery from custodians identified in ECF No. 63
        or additional custodians whose relevance emerges from the developing record;
    2. provide that any document production proceed in accordance with FRBP 9016, FRCP 45, LR
       2004(c), and LR 9016, subject to otherwise applicable objections and protections;
    3. provide that the initial-phase limitation does not constitute abandonment or waiver of later
        targeted discovery, subject to the applicable Rules and further Court order where required;
   4.   preserve the Trustee’s exclusive authority to prosecute estate causes of action and to
        administer Cartwheel’s attorney-client privilege, together with work-product and other applicable
        protections, without directing the Trustee’s investigation;
   5. deny Petitioning Creditors’ request for a prospective filing restriction; and
   6. grant such other and further relief as the Court deems just and proper.

Dated: September 28, 2026

Respectfully submitted,

    Sus LAs
Scott LaValley, Pro Se
Creditor and Party in Interest

                                     Doc 109     Entered 09/29/26 13:18:46                of 23
                                                                                  Page 12 of

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA
In re:

CARTWHEEL ROBOTICS, INC.,
Debtor.

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

DECLARATION OF SCOTT LAVALLEY IN
SUPPORT OF REPLY IN SUPPORT OF RULE
2004 MOTION
|, Scott LaValley, declare as follows:

    1. lama creditor and party in interest in this case. | submit this Declaration in support of my Reply
       in Support of Rule 2004 Motion and in Response to ECF Nos. 103, 104, and 106. Except where
          otherwise stated, | have personal knowledge of the matters set forth below and, if called as a
          witness, could and would testify competently thereto.
    2.    On August 20, 2026, | submitted a written public-records request pursuant to NRS Chapter 239
          concerning Cartwheel Robotics, Inc. and Nevada Battle Born Growth Escalator, Inc. (“NBBGEI”
          / “BBG”) to the Nevada Governor's Office of Economic Development (“GOED”). The request
          stated that it was directed to both GOED and NBBGEI for responsive records within their
          respective possession, custody, or legal control.
    3.    On August 21, 2026, Carli Smith, GOED’s Director of Communications, acknowledged receipt of
          my public-records request and stated that it had been received by GOED. Attached hereto as
          Exhibit A is a true and correct copy of the August 20, 2026 request email and GOED’s August
          21, 2026 acknowledgment.
    4.    | thereafter received records through the public-records process responsive to that request. |
          retained the records in the form in which they. were provided to me, apart from later organization
          for ease of review.                         .
    5. Attached hereto as Exhibit B are true and correct copies of the portions of that production on
          which| rely in Section II.C of the accompanying Reply. Exhibit B is a five-page excerpt
          corresponding to pages 24 through 28 of the source production. Citations in the accompanying
          Reply refer to the page numbers of Exhibit B itself. | have not altered the content of those
       communications.
    6. Exhibit B at page 1 contains an October 27, 2025 email from Kyle Ferguson to Christine Guerci
          and Karsten Heise concerning a proposed demand against Cartwheel. In that email, Ferguson

                                   Doc 109     Entered 09/29/26 13:18:46                 of 23
                                                                                 Page 13 of

       stated that he had spoken with RSF and Cartwheel, described the dispute as a “he said she
       said” situation, recorded Cartwheel’s position that “the final documents did not match the term
       sheet,” and stated that he had another call scheduled with Gene Wong “to get more details.”
       The same email chain, continuing onto Exhibit B at page 2, contains an October 27 email from
       Gene Wong stating that the draft demand needed more “teeth” and that “we also need to get
       BBG and other RSF LPs to be ‘on this letter.”
       Exhibit B at page 5 contains an October 28, 2025 email from Ferguson to Wong, copying Guerci
       and Heise, asking Wong to provide the documents and sections supporting both RSF’s position
       and Cartwheel’s position so that Battle Born could “review everything” and determine “Battle
       Born’s position.” The chain reflects that Wong forwarded Ferguson’s request to Scott Wiegand
        and asked Wiegand for assistance. Exhibit B at pages 3 through 4 contains Wiegand’s
        response.
        In the response appearing at Exhibit B at pages 3 through 4, Wiegand stated, among other
        things, that the Restated Certificate’s protective provisions required consent of either a majority
        of holders of 2024A Notes or approval of the 2024A Director; stated that the Term Sheet’s
        reference was “unfortunately to the Independent Director and not the Investor Director’;
        summarized Cartwheel’s position concerning Board authorization; and stated that Cartwheel
        contended the Restated Certificate “changed the terms agreed in the Term Sheet.”
        Exhibit B at page 3 contains a November 3, 2025 email from Ferguson to Heise and Guerci
        stating that Gene Wong was asking whether BBG’s name could be included in the demand
        letter and introducing the forwarded Wiegand material as a “summary from Gene’s attorney.”
    10. The records attached as Exhibit B include references to communications occurring outside the
        produced email chain, including Ferguson’s statement that he had another call scheduled with
        Wong. | do not possess the complete records of communications held solely by Wong, RSF,
        Scale LLP, Engineered Arts, or other private custodians referenced in or related to those
       communications.
    11. The quotations attributed to the GOED / BBG public-records production in Section II.C of the
       accompanying Reply are taken from Exhibit B.

| declare under penalty of perjury under the laws of the United States that the foregoing is true and
correct.

Dated: September 28, 2026

Respectfully submitted,

Scott LaValley, Pro Se
Creditor and Party in Interest

                             Doc 109     Entered 09/29/26 13:18:46            of 23
                                                                      Page 14 of

EXHIBIT A
AUGUST 20, 2026 NEVADA PUBLIC-RECORDS REQUEST
AND AUGUST 21, 2026 GOED ACKNOWLEDGMENT
Submitted in Support of:

Declaration of Scott LaValley in Support of Reply in Support of Rule 2004 Motion and in
Response to ECF Nos. 103, 104, and 106

9/28/26, 12:44PM Case
                 Case 26-50278-hlb
                      26-50278-hllSmaD
                                    Ge: 109
                                   Doc  NOGda Habit     BEBOP S 13:18:46
                                              Entered 09/29/26  GGEDBNEECEIPegends
                                                                         Page 15 rabBss
                                                                                 of 23

                                                                                                  Scott LaValley <lavalley.scott@gmail.com>

   Re: Nevada Public Records Request — GOED / NBBGEI / Cartwheel Robotics
   1 message

   Carli Smith <c.smith@goed.nv.gov>                                                                                    Fri, Aug 21, 2026 at 11:59 AM
   To: "lavalley.scott@gmail.com" <lavalley.scott@gmail.com>

     Hi Scoit!

     Thanks for reaching out to GOED regarding your Public Records Request. Just wanted to let you know it has
     been received by our office, and I will keep you posted on a timeframe once I have some time to review your
     attached request.

     Please let me know if you have any questions.

     Thank you and talk soon!

                                                         Carli Smith
                                                         Director of Communications

                                                         O: 775.687.9903 | M: 775.431.0004
                                                         808 West Nye Lane
                                                         Carson City, NV 89703

                                                         GOED.NV.GOV

                                                         This communication, including any attachments, may contain confidential
                                                         information and is intended only for the individual or entity to which it is
                                                         addressed. Any review, dissemination or copying of this communication
                                                         by anyone other than the intended recipient is strictly prohibited. If you
                                                         are not the intended recipient, please contact the sender by reply e-mail
                                                         and delete all copies of the original message.

                                                         E-mail received or seni is subject to release under the Nevada
                                                         Public Records Act.

     From: Scott LaValley <lavalley.scott@gmail.com>
     Sent: Thursday, August 20, 2026 4:33 PM
     To: GOED <goed@goed.nv.gov>
     Cc: Thomas Burns <tjburns@goed.nv.gov>; Karsten Heise <kheise@goed.nv.gov>; Samantha LaValley Conway
     <sameconway@gmail.com>
     Subject: Nevada Public Records Request — GOED / NBBGEI / Cartwheel Robotics

     WARNING- This email originated from outside the State of Nevada. Exercise caution when opening attachments or
     clicking links, especially from unknown senders.

     Dear Public Records Officer:

    Attached are my completed State of Nevada Public Records Request form and Attachment A — Detailed
     Description of Records Requested, submitted pursuant to NRS Chapter 239 concerning Cartwheel
     Robotics, Inc. and Nevada Battle Born Growth Escalator, Inc. (‘NBBGEI” / “BBG’).
https://mail.google.com/mail/u/0/7ik=dee984e5dd&view=pt&search=all&permthid=thread-a:16555326171 268055680%7Cmsg-f:187416052018590886...            1/2

9/28/26, 12:44PM Case 26-50278-hlb
                          26-50278-hllSmaDGe:    NOQda Hubitesotds
                                           Doc 109                 BAAR 6. 13:18:46
                                                       Entered 09/29/26    CGEDSNSEGEIPeattends
                                                                                        Page 16 Robatias
                                                                                                 of 23
      Please treat this as a request directed to both GOED and NBBGEI for responsive records within their
      respective possession, custody, or legal control, and please route it through the appropriate public-records
      process and to the relevant custodians.

     Mr. Heise is copied because of his role with GOED/NBBGEI and because he is an identified custodian of
     potentially responsive records. Because some requested records concern Mr. Heise himself, | respectfully
     request that processing, legal review, exemption determinations, and production be administered through
     GOED's ordinary public-records process rather than solely by an individual whose records are responsive to
     the request.

     Please confirm receipt, identify the person or office responsible for processing the request, and provide any
     assigned tracking number.

     ! request electronic production as specified in the attached materials.

     Thank you,

     Scott LaValley
     508.525.5726
     lavalley.scoitt@qmail.com

https://mail.google.com/mail/u/0/7ik=dee984e5dd&view=pt&search=all&permthid=thread-a:r65553261 7 1268055680%7Cmsg-f:1874 16052018590886...   2/2

                                                   109          Entered 09/29/26 13:18:46                             of 23
                                                                                                              Page 17 of

                                  STATE OF NEVADA
                                  Public Records Request
                                  Deliver, Mail, or Fax to:
                                  808 West Nye Lane, Carson City, NV 89703, Fax: (775) 687-9924

                                  Attention: Public Records Officer, Governor's Office of Economic Development
 Date of Request_| August 20,2026
| Requestor Contact Information
  Name:               i Scott LaValley
  Organization:
| Address:      _—'{5586 Rivers Edge Drive _
  City, State, Zip:    Eallon, NV 89406
 Phone:                508.525.5726
 E-matl:              lavalley.scott@gmail.com
 Records Requested:
 Check one:     [| Paper copies   [} Electronic copies a Certified copies [J Inspection (in person}
| Please be specific and include as much detail as possible regarding the records you are requesting.

| See attached “Attachment A — Detailed Description of Records Requested,” incorporated herein.

1 To complete an estimate, the agency will need the following information:                            _
| (31 will pick up                   {_] Please FedEx                    (_] Please send USPS                      {VY} E-mait (if format allows}
                                     Fed Ex billing number:

Statement
 {| 1 understand thereis a charge for copies of public records. I understand 1 will receive a written estimate for production of the
 records indicated above if the estimated cost is expected to be over $25.00, which I will be required to pay in full prior to inspection or
 reproduction. Materials will be held for 30 days.

 Requester |             C wy UAW
 Signature |                                                               Signature

                                                                Office Use Only
                        Request status:                                                                Estimate:
              Date
                               Request received                                                   Estimate:   $
                               Receipt acknowledgement issued       .              Date deposit received
                               Request filled                                          Actual (if differen): = $
                               Estimated completion                         Date final payment received
                               Estimate provided                                             Completed by
                               Request denied in whole

                               Other:                               See "State ofNevada General Records and Retention and .
                                                                      .                                                 -
                                                                    Disposoiton Schedule”for retention and dispositen information

                                 Doc          Entered 09/29/26 13:18:46           of 23
                                                                          Page 18 of

EXHIBIT B
EXCERPTS FROM RECORDS PRODUCED THROUGH THE
NEVADA PUBLIC-RECORDS PROCESS
Five-Page Excerpt Corresponding to Source Production Pages 24—28

Containing October 27, 2025 through November 3, 2025 communications concerning:

       BBG’s evaluation of the Cartwheel / RSF governance dispute;
       Gene Wong's request for BBG participation in the proposed demand;
       BBG’s request for documents supporting both RSF’s and Cartwheel’s positions;
       Scott Wiegand’s response concerning the Restated Certificate and 2024A Term Sheet: and
       BBG’s internal circulation of the resulting analysis.

Submitted in Support of:

Declaration of Scott LavValley in Support of Reply in Support of Rule 2004 Motion and in
Response to ECF Nos. 103, 104, and 106

                                               Doc                  09/29/26 13:18:46
                                                            Entered 09/29/26                    of 23
                                                                                        Page 19 of

       From:
       To:                   d                 tem Heise:
       Subject:          ‘ FW: Cartwheel- Demand Letter
       Date:               Monday, October 27, 2025 12:07:39 PM
       Attachments:        imagetGt. pag
                                          fi

       Chrstine/Karsten,

       | need your opinion on this letter. Gene Wong is asking to include the demand coming
       from BBV as well since they were the lead investor.

       | have talked to RSF and Cartwheel and it is a “he said she said” situation. Cartwheel’s -
       position is the final documents did not match the term sheet, BUT they did sign them.

       In summary Cartwheel has not structured the board according RSF final documents
       requested with Gene Wong having a seat. They also have not been providing material
       information on the health of the company and future financing plans.

       | have another call with Gene tonight to get more details._Maybe we all 3 huddle in the

       Kyle Ferguson                                          _
       Chief Program Officer Venture Capital
Nevada Battle Born Growth Escalator, Inc.
808 W. Nye Lane
       Carson City, NV 89703
       775-813-0689

pray            BATTLE
SQS             cRowTH

       From: Gene Wong <gene@renoseedfund.com>
       Date: Monday, October 27, 2025 at 11:53 AM
       To: Kyle Ferguson <kferguson@nvsmallbiz.org>
       Subject: Fwd: Cartwheel-Demand Lettet

       Hi Kyle:

       The above is a first draft of the Demand Letter-that we plan to send to Cartwheel's counsel

                             Doc 109      Entered 09/29/26 13:18:46                   of 23
                                                                              Page 20 of

tomorrow Tuesday.
It needs more "teeth" to it, including a date for remedy, e.g. next Monday, Nov. 3rd.
We also need to get BBG and other RSF LPs to be "on this letter".

We can discuss at 4pm.
Thank you,
Gene

---------- Forwarded message ---------
From: Scott Wiegand <scottwiegand@
Date: Mon, Oct 27, 2025 at 10:29 AM
Subject: RE: Cartwheel-Demand Lettet
To: Gene Wong <gene@renoseedfund.com>

Please an initial draft. You will see that I decided to set this up to come
from my firm, and I'd like to add any Holders that agree with sending the
letter to an attachment.

I look forward to your thoughts.

Scott

From: Gene Wong <gene@renoseedfiund.com>
Sent: Monday, October 27, 2025 10:02 AM
To: Scott Wiegand <scottwiegand@scalef
Subject: Cartwheel-Demand Lettet

Good morning Scott:
I look forward to reviewing the demand letter that you’re drafting.
..-By 12noon?
Gene

Sent from my iPhone

NOTICE: This communication, including any attachments, may contain
confidential or privileged information. If you are not the intended
recipient, please notify the sender immediately by replying to this email
and delete the message and all attachments without copying, forwarding, or
disclosing their contents. Thank you.

                                   Doc             Entered 09/29/26 13:18:46                          of 23
                                                                                              Page 21 of

From:            Kyle Ferqusom
To:             Karsten Heise; Christine Guerci:
Subject:         FW: Document Request: Cartwheel
Date:            Monday, November 3, 2025 2:04:34 PM
Attachments:
                image001 png
                ScannedCOL odf
                Cartwheel Robotics. Inc. - Convertible Note Term Sheet - Series 2024A (v3) (Final). dé

                                                                                                         canton when |
                                                                                                    <a
Gene is asking if he can put BBV name in the demand letter. | have to travel tomorrow,
but! could discuss today or Wednesday if you have time? Below is a summary from
Gene’s attorney.

Kyle Ferguson
Chief Program Officer Venture Capital
Nevada Battle Born Growth Escalator, Inc.
808 W. Nye Lane.
Carson City, NV 89703
775-813-0689

From: Scott Wiegand <scottwiegand@scalefirm.com>
Date: Tuesday, October 28, 2025 at 10:01 AM
To: Gene Wong <gene@renoseedfund.com>
Cc: Kyle Ferguson <kferguson@nvsmallbiz.org>, Christine Guerci
<cguerci@nvsmallbiz.org>
Subject: RE: Document Request: Cartwheel

The references to a three person board and investor protective rights are found in
both the Restated Certificate of Incorporation and in the executed Term Sheet for the
Notes offering.

See Article Ill of the Restated Certificate of Incorporation re the three person board,
with the protective provisions found in Section 1.3 of Article V.B. In the Restated
Certificate of Incorporation, the protective provisions require the consent of either a
majority of Holders of 2024A Notes or the approval of the 2024A Director.

In the Term Sheet, the provisions are under the heading Charter and Bylaws, where
the reference is unfortunately to the Independent Director and not the Investor
Director.

                              Doc 109      Entered 09/29/26 13:18:46           of 23
                                                                       Page 22 of

Cartwheel maintains that the Restated Certificate of Incorporation wasn’t properly
authorized and is therefore null and void, and as a result the Term Sheet governs and
the protective rights give the Independent Director (as opposed to the Investor
Director) veto rights over protective provision matters.

Cartwheel also maintains that the 3 person board was also not established properly
and therefore the board remains one person, Scott LaValley.

In essence, Cartwheel argues that Scott LaValley, as sole director, failed to properly
establish the board on behalf of the Company and failed to properly authorize himself
to sign and file the Restated Certificate of Incorporation. Cartwheel also argues that
the Restated Certificate of Incorporation changed the terms agreed in the Term Sheet
to allow the 2024A Director to veto matters described in the protective provisions, and
the Company relied on the language in the Term Sheet such that it would be the
Independent Director that would have a veto right over those provisions.

In my experience, it would be unusual for the independent director to have the veto
right rather than the investor representative on the board, since the provisions protect
the investors and aligning the veto right with the board member selected by investors
is common. Why else have a representative on the board if not to represent the
interests of the investors?

It would be very helpful if the Holders of the Notes indicated what their expectation
was, ie whether they expected that their representative on the board would have
these veto rights and not the independent member of the board.

Happy to speak live.

Regards,
Scott

From: Gene Wong <gene@renoseedfund.com>
Sent: Tuesday, October 28, 2025 10:39 AM
To: Scott Wiegand <scottwiegand@scalefirm.com>
Ce: Kyle Ferguson <kferguson@nvsmallbiz.org>; cguerci@nvsmallbiz.org
Subject: Fwd: Document Request: Cartwheel

Hi Scott.
Can your help here?
Thank you
Gene

Sent from my iPhone

                             Doc 109     Entered 09/29/26 13:18:46              of 23
                                                                        Page 23 of

Begin forwarded message:

      From: Kyle Ferguson <kferguson(@nvsmallbiz.org>
      Date: October 28, 2025 at 8:51:08 AM PDT
      To: Gene Wong <gene@renoseedfund.com>
      Ce: Christine Guerci <cguercy@nvsmallbiz.org>, Karsten Heise

      Subject: Document Request: Cartwheel

      Gene,
      If you can forward us the documents and sections that you are referencing
      that defends RSF’s position and the document and sections that Scott
      LaValley is referencing that defends Cartwheels position, we will review
      everything and let you now Battle Born’s position.

      Thank you,

      Kyle Ferguson
      Chief Program Officer Venture Capital
      Nevada Battle Born Growth Escalator, Inc.
      808 W. Nye Lane
      Carson City, NV 89703
      775-813-0689

                           Nevada's Small Business
                            Capital Program

NOTICE: This communication, including any attachments, may contain confidential or
privileged information. If you are not the intended recipient, please notify the sender
immediately by replying to this email and delete the message and all attachments without
copying, forwarding, or disclosing their contents. Thank you.