UNITED STATES DISTRICT COURT 

WESTERN DISTRICT OF TEXAS 

AUSTIN DIVISION 

BOULDER RIVER CAPITAL 

CORPORATION AND SPECULATOR 

CAPITAL CORPORATION, 

 Plaintiffs, 

v. 

NANO GLOBAL CORP., 

 Defendant. 

Civil Action No. 1:20-cv-516 

Jury Demanded 

COMPLAINT FOR BREACH OF CONTRACT 

Plaintiffs Boulder River Capital Corporation and Speculator Capital Corporation 

(“Plaintiffs”) bring suit against Defendant Nano Global Corp. (“Defendant” or “Nano”) and 

allege as follows. 

Parties 

 1. Plaintiff Boulder River Capital Corporation (“Boulder River”) is a New York 

corporation and the holder of one of the Convertible Promissory Notes at issue in this suit. 

Plaintiff Speculator Capital Corporation (“Speculator Capital”) is a New York corporation and 

the holder of the other Convertible Promissory Note at issue in this suit. Joinder of Boulder 

River and Speculator Capital as co-plaintiffs is proper because Plaintiffs assert a right to relief 

severally with respect to or arising out of the same the same transaction, occurrence, or series of 

transactions or occurrences. The two Convertible Promissory Notes at issue in this case were 

issued by Defendant on the same date and as a result of the same series of investment offers and 

representations about Nano made by Defendant Nano to Plaintiffs’ common representative. The 

notes are also identical in their terms, other than the amounts of principal. The failure of Nano to 

Case 1:20-cv-00516-RP Document 1 Filed 05/13/20 Page 1 of 5
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perform its obligations under the notes to make repayment to Plaintiffs also arises from the same 

series of events, including Nano’s claimed lack of funds and the activities that led to that 

purported condition. Accordingly, Plaintiffs’ claims involve common questions of law and fact. 

 2. Defendant Nano Global Corp. is a Delaware corporation with offices located at 

1705 Guadalupe Street Suite 400 Austin, Texas 78701-1272. Defendant is the issuer of the 

Convertible Promissory Note at issue in this suit. Defendant can be served by serving its 

registered agent CT Corporation System, 1999 Bryan St., Suite 900, Dallas, Texas 75201. 

Jurisdiction & Venue 

3. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 

1332. There is complete diversity of citizenship and the amount in controversy exceeds $75,000. 

 4. This Court has personal jurisdiction over Defendant Nano. Nano’s principal place 

of business is located within this district. In addition, Nano consented to the jurisdiction of “the 

United States Federal Courts of the United States for the Western District of Texas for the 

purpose of any action or proceeding arising out of or relating to” the Convertible Promissory 

Notes at issue in this suit. Exhibit A § 8.7; Exhibit B § 8.7.

 5. Venue is proper in this judicial district under 28 USC § 1391. In addition, Nano 

agreed to venue in this Court. Id. 

Factual Allegations 

6. On September 6, 2019, in consideration of Plaintiffs’ provision of funds, 

Defendant issued two Convertible Promissory Notes: (1) a Convertible Promissory Note to 

Boulder River in which Defendant unconditionally promised to pay Boulder River the principal 

sum of $1,750,000 (one million seven hundred and fifty thousand dollars), along with accrued 

interest at a contractually agreed interest rate of 4.25% per annum (the “Boulder River Note”), 

Exhibit A; and (2) a Convertible Promissory Note to Speculator Capital in which Defendant 

Case 1:20-cv-00516-RP Document 1 Filed 05/13/20 Page 2 of 5
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unconditionally promised to pay Speculator Capital the principal sum of $250,000 (two hundred 

and fifty thousand dollars), along with accrued interest at a contractually agreed interest rate of 

4.25% per annum (the “Speculator Capital Note”). Exhibit B. 

 7. Payment of the outstanding principal and accrued interest of both the Boulder 

River Note and the Speculator Capital was “due and payable on the earlier of (i) December 31, 

2019 (‘Maturity Date’); (ii) the closing of a Qualified Financing as defined below; and (iii) the 

occurrence of an Event of Default as defined below.” Ex. A § 1 (underline in original); Ex. B § 

1 (underline in original). The entire principal and all accrued interest under both notes became 

due and payable on the Notes’ Maturity Date, December 31, 2019.

 8. Despite demands from Plaintiff, Defendant has yet to remit to Plaintiff any 

portion of the amounts that became due and payable December 31, 2019, leaving an unpaid sum 

of $2,000,000 in principal plus interest at 4.25% per annum that is continuing to accrue. 

Count One – Breach of Contract (asserted by Boulder River) 

9. Plaintiff Boulder River incorporates by reference the allegations of the foregoing 

paragraphs of this complaint and further alleges as follows. 

10. Boulder River is the legal owner and holder of the Boulder River Note and is 

entitled to receive all payments due under the terms of that note. Defendant Nano Global Corp. 

is the issuer of the Boulder River Note. The Boulder River Note constitutes a valid, legally 

binding, and enforceable contract between Boulder River and Defendant. 

11. Any and all conditions precedent to recovery by Boulder River under the Boulder 

River Note, or to the filing this action, have been performed or have occurred. 

12. On December 31, 2019, the principal amount of $1,750,000 and all accrued 

interest became due and payable to Plaintiff Boulder River from Defendant under the Boulder 

River Note. 

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13. Defendant has failed to perform and is in breach of its obligations to pay the 

amounts due under the Boulder River, which failure has damaged and will continue to damage 

Plaintiff Boulder River. 

Count Two – Breach of Contract (asserted by Speculator Capital)

14. Plaintiff Speculator Capital incorporates by reference the allegations of 

paragraphs 1-8 above and further alleges as follows. 

15. Speculator Capital is the legal owner and holder of the Speculator Capital Note 

and is entitled to receive all payments due under the terms of that note. Defendant Nano Global 

Corp. is the issuer of the Speculator Capital Note. The Speculator Capital Note constitutes a 

valid, legally binding, and enforceable contract between Speculator Capital and Defendant. 

16. Any and all conditions precedent to recovery by Speculator Capital under the 

Speculator Capital Note, or to the filing this action, have been performed or have occurred. 

17. On December 31, 2019, the principal amount of $250,000 and all accrued interest 

became due and payable to Plaintiff Speculator Capital from Defendant under the Speculator 

Capital Note. 

18. Defendant has failed to perform and is in breach of its obligations to pay the 

amounts due under the Speculator Capital Note, which failure has damaged and will continue to 

damage Plaintiff Speculator Capital. 

Jury Demand 

 19. Plaintiffs demands trial by jury of all issues. 

Relief Requested 

 Plaintiffs request that the Court enter judgment for the Plaintiffs and against Defendant 

for the following: 

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A. Compensatory damages in the amount of $2,000,000, plus interest in the amount 

 of 4.25% per annum; 

 B. Costs of suit; 

 C. Prejudgment and post-judgment interest at the maximum legal rate; and

 D. Any and all other relief to which Plaintiffs may be entitled. 

Respectfully submitted, 

BURGESS LAW PC 

515 Congress Avenue, Suite 1900 

Austin, Texas 78701-3526 

Telephone: (512) 482-8808 

Facsimile: (512) 900-6325 

 Email: kburgess@burgesslawpc.com 

Signed May 13, 2020 

By: /s/ Karen C. Burgess _ 

Karen C. Burgess 

State Bar No. 00796276 

 

Of Counsel: 

John Jeffrey Eichmann 

CA State Bar No. 227472 

(pro hac vice application forthcoming) 

DOVEL & LUNER, LLP 

201 Santa Monica Blvd., Suite 600 

Santa Monica, CA 90401 

Telephone: 310-656-7066 

Facsimile: 310-657-7069 

Email: jeff@dovel.com 

ATTORNEYS FOR PLAINTIFFS BOULDER 

RIVER CAPITAL CORPORATION AND 

SPECULATOR CAPITAL CORPORATION

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